Venture Listing Agreement

PANDI NOW

Venture Listing Agreement

For founders and project initiators listing on Pandi Now

Pandi Now Inc. • Incorporated in Delaware, United States

This agreement governs your listing of a venture, project, or initiative on Pandi Now. Read it carefully. It includes a 12-month exclusivity and fee commitment that is binding upon listing.

1. Parties

This Venture Listing Agreement ("Agreement") is between Pandi Now Inc., a Delaware corporation ("Pandi Now," "we," "us"), and the founder, organization, or authorized representative submitting an initiative for listing on the platform ("Founder," "you"). This Agreement supplements the Platform Entry Agreement and Member Agreement.

2. Nature of the Platform: Connecting Only

Pandi Now operates as an introduction and transparency platform only. Pandi Now's role is limited to:

• Providing the Pandi Passport framework for structuring your initiative
• Presenting your initiative to registered funder members
• Facilitating milestone tracking and outcome reporting
• Making introductions between founders and funders

Pandi Now does not raise capital, negotiate deals, execute transactions, provide legal or financial advice, act as a broker-dealer or placement agent, or guarantee any outcome, introduction, or result. All of these are explicitly excluded from Pandi Now's responsibilities.

Where your initiative involves the offer or sale of securities, the offering process (including regulatory due diligence, investor onboarding, accredited-investor verification, KYC/AML checks, and the securities transaction itself) is carried out by a regulated third-party compliance and securities partner engaged for the venture track (the "Compliance Partner"), not by Pandi Now. Pandi Now provides only the technology, transparency, and analytics layer. Your use of the venture track may require you to onboard with, and accept the separate terms of, the Compliance Partner. [TO BE COMPLETED: identify the Compliance Partner and the scope of services once engaged.]

3. The Pandi Now Standard: Your Commitment

Every initiative must comply with the Pandi Now Standard as a condition of listing:

1. Defined Outcomes: A clear statement of what specifically will change as a result of the initiative
2. Structured Use of Capital: A detailed budget with timeline and purpose for every allocation
3. Full Transparency: Budgets, milestones, and progress are visible to registered funders at all times
4. Milestone-Based Capital Release: Capital is deployed in stages tied to verified progress only
5. Verified and Reported Outcomes: Results are documented, validated, and reported to funders

Compliance with the Pandi Now Standard is non-negotiable. Listings that do not meet the Standard will not be approved, or will be removed without refund.

4. Exclusivity and 12-Month Committed Engagement Period

4.1 Trigger

The committed engagement period ("Engagement Period") begins on the date you submit your initiative for listing on the Pandi Now platform ("Listing Date"). No separate signature or payment is required to trigger this obligation - submission constitutes acceptance.

4.2 Duration

The Engagement Period lasts twelve (12) months from the Listing Date.

4.3 Exclusivity Obligation

During the Engagement Period, you agree to conduct all fundraising activities for the listed initiative exclusively through the Pandi Now platform. You may not simultaneously list the same initiative on a competing platform, engage a competing placement agent or fundraising intermediary, or circumvent the platform by soliciting funders you were introduced to through Pandi Now outside of the platform.

Exclusivity applies to the specific initiative listed, not to your organization as a whole. You may operate other initiatives outside of Pandi Now provided they are not the same initiative listed here.

4.4 No-Results Release

If Pandi Now has not made a single qualifying funder introduction within twelve (12) months of the Listing Date, the Engagement Period terminates automatically and all exclusivity and fee obligations cease. A "qualifying funder introduction" means a registered funder member on the Pandi Now platform has formally expressed interest in or engaged with your listed initiative through the platform.

If even one qualifying funder introduction has been made within the 12-month period, the fee obligation remains. The standard is whether an introduction was made, not whether capital was ultimately committed.

5. Platform Fee

5.1 Fee Structure

Pandi Now charges a success fee ("Platform Fee") as a percentage of capital raised by the Founder from funders introduced through the Pandi Now platform. The applicable percentage will be disclosed to you in writing at the time of listing and forms part of this Agreement.

5.2 When Pandi Now Gets Paid

The Platform Fee becomes due and payable when:

• Capital is formally committed to your initiative by a funder introduced through the platform, AND
• A written commitment, term sheet, subscription agreement, or equivalent instrument is signed between you and the funder

Payment of the Platform Fee is due within thirty (30) days of the triggering event described above.

5.3 When Pandi Now's Responsibility Ends

Pandi Now's active responsibilities under this Agreement end when:

• The Engagement Period expires (12 months from Listing Date), OR
• The no-results release is triggered (no qualifying introduction within 12 months), OR
• This Agreement is terminated by either party in accordance with Section 11

The Platform Fee obligation for introductions already made survives the end of the Engagement Period. If capital is committed after the Engagement Period ends but originated from a Pandi Now introduction made during the Engagement Period, the Platform Fee remains payable.

5.4 No Fee Without Introduction

Pandi Now will not claim a Platform Fee on any capital raised from funders who were not introduced to you through the Pandi Now platform.

5.5 Due Diligence & Compliance Withdrawal Fee

The venture track relies on the regulated third-party Compliance Partner (Section 2) to perform compliance, due diligence, and investor verification before a deal can close. This work is performed at real cost in reliance on your stated intent to proceed.

A Due Diligence & Compliance Withdrawal Fee of US $10,000 becomes due and payable if all of the following occur:

1. Your initiative satisfies the platform's evaluation criteria (alignment and commitment confirmed);
2. A deal is negotiated and its principal terms are agreed with a funder through the platform or the Compliance Partner; and
3. You then unilaterally withdraw from, decline to execute, or otherwise refuse to proceed with the negotiated deal, for reasons other than a material breach by the funder or Pandi Now or the failure of a closing condition outside your reasonable control.

This fee reimburses the compliance and due-diligence costs incurred on your behalf. It reflects a good-faith estimate of those costs, is not a penalty, and is separate from and not creditable against the Platform Fee. It does not apply where no principal deal terms were agreed. Payment is due within thirty (30) days of the date Pandi Now issues written notice. [TO BE COMPLETED: confirm the amount, the definition of "evaluation criteria met" and "negotiated deal," and the carve-outs with counsel and the Compliance Partner.]

6. Founder Representations and Warranties

By listing on the platform, you represent and warrant that:

• All information submitted is accurate, complete, and not misleading in any material respect
• You have full legal authority to act on behalf of the entity you represent
• Your initiative and all fundraising activities comply with all applicable laws in all relevant jurisdictions
• You are not offering or selling securities without appropriate regulatory registration or exemption
• You have no undisclosed material conflicts of interest
• You will update your listing promptly if any material information changes
• You are not currently in default under any agreement that would conflict with this Agreement

7. Securities Law and the Compliance Partner

Pandi Now is not a broker-dealer, placement agent, or securities exchange, and does not itself offer, sell, or execute securities transactions. For the venture track, securities-related activities (offering execution, regulatory due diligence, accredited-investor verification, and related compliance) are carried out by the regulated third-party Compliance Partner described in Section 2, under that partner's own terms and procedures. You agree to cooperate with the Compliance Partner's processes and requirements as a condition of raising capital through the venture track.

Engaging a Compliance Partner does not transfer your own legal responsibilities. You remain solely responsible for the accuracy and completeness of the information you provide, for your eligibility to raise capital, and for your own compliance with all applicable securities law, including the U.S. Securities Act of 1933, applicable state laws, and foreign equivalents. You should obtain qualified independent legal counsel. Pandi Now does not provide legal advice and assumes no responsibility for your or any third party's regulatory compliance.

8. Intellectual Property

You retain all ownership of Founder Content (your business plans, materials, and proprietary information). By listing, you grant Pandi Now a non-exclusive, royalty-free license to display your Founder Content on the platform for the purpose of connecting you with funders. Pandi Now will not share your Founder Content outside the platform without your consent, except as required by law.

9. Confidentiality

Both parties agree to treat non-public information shared in connection with the platform as confidential. Pandi Now will not disclose your Founder Content to third parties outside the platform without your consent. You agree to treat funder information and platform data as similarly confidential. Confidentiality obligations survive termination of this Agreement for a period of three (3) years.

10. No Guarantee

Pandi Now makes no guarantee of introductions, funding, outcomes, or results of any kind. Listing on the platform is not an endorsement of your venture. The no-results release in Section 4.4 is your sole remedy if no introductions are made.

11. Term and Termination

This Agreement begins on the Listing Date and continues for the Engagement Period and thereafter until all outstanding obligations are fulfilled.

• Pandi Now may immediately terminate your listing for material breach of this Agreement, provision of false information, or non-compliance with applicable law
• You may request early termination in writing; however, the Platform Fee obligation for introductions already made survives any termination
• Termination does not relieve either party of obligations accrued prior to the termination date

12. Limitation of Liability

Pandi Now's total aggregate liability to you under this Agreement shall not exceed the Platform Fee paid by you to Pandi Now in the twelve (12) months preceding the claim. Pandi Now is not liable for indirect, incidental, special, consequential, or punitive damages of any kind, including but not limited to lost profits, lost funding opportunities, or reputational harm. This limitation applies regardless of the theory of liability.

13. Indemnification

You agree to indemnify, defend, and hold harmless Pandi Now Inc. and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from: (a) your use of the platform; (b) your breach of this Agreement; (c) your violation of any applicable law or third-party rights; or (d) any inaccuracy in your Founder Content.

14. Dispute Resolution

In the event of any dispute arising under this Agreement, the parties agree to first attempt resolution through good-faith negotiation for a period of thirty (30) days. If unresolved, disputes shall be submitted to binding arbitration under the rules of the American Arbitration Association (AAA), conducted in Delaware, United States. The arbitrator's decision shall be final and binding. Each party bears its own legal costs unless the arbitrator determines otherwise.

You waive any right to bring claims against Pandi Now as a class action or representative proceeding.

15. Governing Law

This Agreement is governed by the laws of the State of Delaware, United States, without regard to conflict of law principles.

16. Miscellaneous

• Entire Agreement: This Agreement, together with the Platform Entry Agreement and Member Agreement, constitutes the entire agreement between the parties regarding your listing
• Amendments: Pandi Now may update this Agreement with 30 days' written notice; continued use constitutes acceptance
• Severability: If any provision is unenforceable, the remainder stays in full force
• No Waiver: Failure to enforce any provision is not a waiver of future enforcement rights
• No Assignment: You may not assign your rights under this Agreement without Pandi Now's written consent