Option Alienation Agreement

Option Transfer Agreement

This Agreement (hereinafter the "Agreement") is entered into between:

JETUP LLC, a legal entity registered under the laws of Georgia, with its registered office in Tbilisi, Georgia, acting as the platform operator (hereinafter the "Platform") and transferor (hereinafter the "Transferor"),

and

the Acquirer, a natural or legal person (hereinafter the "Acquirer"),

collectively referred to as the "Parties" and individually as a "Party", as follows:

1. Subject of the Agreement

1.1. The Transferor undertakes to transfer, and the Acquirer undertakes to accept an option (hereinafter the "Option") in relation to a company available on the platform (hereinafter the "Company").

1.2. The Option IS NOT a security, share or stock in the Company, financial instrument or any other specially regulated object of rights.

1.3. The Option represents the right to enter into a share/stock purchase agreement for the Company in the future under the conditions specified in this Agreement.

1.4. Possession of the Option does not grant the holder the rights and obligations of a security, share or stockholder of the Company.

1.5. Exclusivity of the JETUP Platform

Critically Important Condition: The Parties acknowledge and unconditionally agree that any transactions with options, including the initial acquisition of options, subsequent transfer of option rights to third parties, pledging of options, division of options, inheritance of options, exercise of options, tokenization of options, and any other dispositive transactions, may be carried out EXCLUSIVELY through the JETUP platform with mandatory compliance with the procedures established by the platform and completion of all required KYC/AML checks.

1.6. Non-Recognition of Transactions Outside the Platform

Any attempts to conduct transactions with options outside the JETUP platform, including oral agreements on rights transfers, written agreements concluded outside the platform, notarized transactions, court decisions on rights transfers (except in cases expressly provided by law), actual transfers of control over options, are NOT RECOGNIZED by the Transferor and are NOT BINDING. The Transferor reserves the unconditional right not to recognize any option transactions conducted outside the JETUP platform, to refuse to exercise the option to persons claiming to have acquired rights outside the platform, not to compensate for any damages arising from attempts to circumvent the established procedure, and to block options for which unauthorized transfer attempts have been identified.

1.7. Recording System and Options Registry

The only reliable source of information about option rights is the electronic registry of the JETUP platform. The person indicated in the registry as the option holder is recognized as such until corresponding changes are made through the platform. Any documents not confirmed by entries in the platform registry have no legal force in relations between the Parties.

2. Option Transfer Conditions

2.1. The Transferor confirms that at the time of entering into the Agreement, the Option does not belong to third parties, its transfer is not prohibited or restricted by the Company's charter, the Option is not pledged, is not under arrest, is not the subject of legal proceedings and is not subject to any other encumbrances.

2.2. The Acquirer may acquire any number of Options at their discretion within the limits established by the Platform.

2.3. The Option price and payment procedures are determined at the time of the specific transaction on the Platform and documented in the transaction confirmation.

2.4. Irrevocability of the Transaction

After conclusion of this Agreement and payment of the option price, the Acquirer has no right to unilateral withdrawal from the Agreement or its unilateral termination, claims for refund of paid amounts are not subject to satisfaction, references to changed circumstances are not accepted, the risk of market changes lies with the Acquirer. The paid option price is non-refundable under any circumstances, except for invalidity of the transaction on grounds provided by law, impossibility of performance due to the Transferor's fault, or cases expressly provided for in this Agreement.

2.5. Mandatory Verification Procedures

The Acquirer is obligated to undergo complete identification procedures (KYC) and anti-money laundering compliance checks (AML), including provision of documents confirming identity, source of funds, tax status and absence of international sanctions. Refusal to undergo or failure to pass these procedures is grounds for refusing to conclude the Agreement without reimbursement of expenses incurred by the Acquirer.

2.6. Option Validity Period

The Option is valid for the period established during the respective issuance. Upon expiration of this period, an unexercised option is automatically canceled without any compensation to the Acquirer. The Acquirer assumes the risk of missing the presentation deadline and undertakes to independently monitor its expiration.

3. Rights and Obligations of the Parties

3.1. The Transferor undertakes to:

3.1.1. Transfer the Option to the Acquirer in accordance with the terms of this Agreement.

3.1.2. Provide the Acquirer with all necessary information about the Option and the Company to the extent that does not violate confidentiality requirements.

3.1.3. Ensure the corresponding entry in the electronic registry of the JETUP platform.

3.1.4. Notify of material events affecting the possibility of exercising the Option.

3.2. The Acquirer undertakes to:

3.2.1. Pay the Option price in accordance with the terms of this Agreement within 3 business days.

3.2.2. Comply with the Option usage conditions established by this Agreement and the Platform rules.

3.2.3. Use exclusively the JETUP platform for any transactions with the Option.

3.2.4. Provide truthful information about themselves and keep it current.

3.2.5. Not attempt to circumvent established restrictions.

3.2.6. Maintain confidentiality regarding received information.

3.2.7. Independently monitor news and announcements concerning the Option.

3.2.8. Bear all costs associated with compliance with tax legislation of their jurisdiction.

3.3. The Platform undertakes to:

3.3.1. Provide technical capability for conclusion and performance of this Agreement.

3.3.2. Ensure security and transparency of the transaction within its duties as an information intermediary.

3.3.3. Maintain the functionality of the options registry and ensure data security.

3.3.4. Conduct participant verification procedures in accordance with applicable law.

3.4. Rights Restrictions Before Option Exercise

Until the option is exercised and the share is received, the Acquirer is NOT a participant (shareholder) of the Company, a person with corporate rights in the Company, a creditor of the Company for monetary obligations; has NO right to participate in the Company's management, directly receive information about the Company's activities, receive dividends or other payments from the Company, make any claims against the Company, represent themselves as an investor or partner of the Company, use the Company's trademarks and trade name, interfere in the Company's operational activities. All rights of the Acquirer before option exercise exist exclusively in relation to the Transferor.

3.5. Risk of Mandatory Buyback

Critically Important Warning: The Acquirer is informed, understands and unconditionally accepts that the Company has the right to mandatory buyback of all issued options upon occurrence of certain circumstances, including material breach by the Transferor of agreements with the Company, threat to the Company's reputation or business, regulatory requirements, other grounds determined at the Company's discretion. Upon activation of the mandatory buyback right, all options are subject to mandatory buyback, refusal to participate in the buyback is impossible, the buyback price is determined unilaterally by the Company and may constitute 30% to 80% of the paid option price. The Acquirer acknowledges that the compensation amount may be substantially lower than the paid price, the Company is not obligated to justify the compensation amount, challenging the compensation amount is extremely difficult, the risk of losses from mandatory buyback lies with the Acquirer.

3.6. Representations and Warranties of the Acquirer

The Acquirer confirms and warrants that they: have carefully studied all risks of option acquisition, including the possibility of complete loss of investment, understand the speculative nature of the investment and are prepared for complete loss of invested funds, do not rely on any assurances about future profitability or guarantees of project success, have sufficient experience and knowledge to assess risks of this type of investment, have full legal capacity to enter into the Agreement and have obtained all necessary approvals, the information provided by them is truthful and complete, performance of the Agreement does not violate their obligations to third parties, have financial capacity to bear losses without damage to their financial position.

4. Option Tokenization

4.1. The Acquirer has the right to tokenize the acquired Option exclusively using instruments provided by the JETUP Platform, subject to compliance with all platform requirements and applicable law.

4.2. Option tokenization is carried out by the Acquirer independently and at their own risk. The Platform and Transferor are not liable for tokenization results and further use of the tokenized Option.

4.3. The tokenized Option is not a security and is not subject to securities market regulation.

4.4. All transactions with tokenized options must also occur exclusively through the JETUP platform or authorized partner platforms.

4.5. Upon tokenization, the Acquirer assumes additional technological and regulatory risks associated with the use of blockchain technologies.

5. Liability of the Parties and Limitations

5.1. For non-performance or improper performance of obligations under this Agreement, the Parties bear liability in accordance with applicable Georgian law and the terms of this Agreement.

5.2. The Platform is not liable for the actions of the Parties under this Agreement and acts exclusively as an information intermediary.

5.3. Limitation of Transferor's Liability

The Transferor is NOT liable for: changes in the market value of the share in the Company or its depreciation to zero, deterioration of the Company's financial position, including bankruptcy or liquidation, market changes and decline in demand for the Company's products/services, decisions and actions of the Company's management, including reorganization or strategy change, activation of mandatory buyback rights and compensation amount for such buyback, actions of other investors or market participants, legislative changes affecting the Company's activities or options, losses from resale of the option at a low price or inability to sell it, negative tax consequences for the Acquirer, technical failures of the platform not related to gross negligence, actions of third parties, including hacker attacks, fraud or theft, force majeure circumstances, other consequences of the Acquirer's investment and commercial decisions.

5.4. Maximum Liability Amount

The Transferor's total liability for all grounds and claims is limited to the amount actually paid by the Acquirer for the option. This limitation does not apply in cases of intentional harm, gross negligence in option transfer, or breach of confidentiality.

5.5. Liability of the Acquirer

For breach of the terms of this Agreement, the Acquirer bears liability as follows: For providing false information: The Transferor may refuse to perform the Agreement without refund of paid amounts. For attempted transactions outside the JETUP platform: immediate blocking of all options without compensation, penalty of 200% of the option price in favor of the Transferor, prohibition from participation in future projects. For breach of confidentiality: compensation for reputational damages, penalty of 50% of the option price. Reimbursement of all costs for detection and prevention of violations.

6. Option Exercise

6.1. The right to demand option exercise arises for the Acquirer upon simultaneous fulfillment of the following conditions: receipt by the Transferor of actual ownership rights to the corresponding share in the Company, full payment of the option price, absence of obstacles to exercise, including sanctions restrictions, compliance with all requirements of applicable law.

6.2. The Transferor undertakes to notify all option holders of the occurrence of exercise conditions within 10 business days by publication on the JETUP platform and sending individual notifications.

6.3. The exercise procedure is carried out exclusively through the JETUP platform in compliance with established procedures. After receiving a properly formalized demand, the Transferor must ensure share transfer within 45 calendar days.

6.4. All costs for formalizing the transfer of ownership rights to the share, including notarial, registration and other fees, are borne by the Transferor.

7. Confidentiality and Data Protection

7.1. The Parties undertake to maintain confidentiality regarding the terms of this Agreement (except public information), each other's personal data, commercial information about the project and technical details of the platform.

7.2. Confidentiality obligations remain in effect for 5 years after termination of the Agreement.

7.3. The Acquirer consents to the processing of their personal data by the Platform and Transferor for the purpose of performing this Agreement and complying with legal requirements.

8. Force Majeure

8.1. Force majeure circumstances mean extraordinary and unavoidable circumstances under given conditions, including natural disasters, military actions, terrorist acts, epidemics, prohibitive acts of authorities, economic sanctions, massive communication system failures.

8.2. The Party affected by force majeure must immediately notify the other Parties and provide documentary evidence. During the force majeure period, performance of affected obligations is suspended and no penalties are charged.

8.3. If force majeure continues for more than 6 months, any Party may initiate negotiations to change terms or withdraw from the Agreement.

9. Dispute Resolution

9.1. This Agreement is governed by and shall be construed in accordance with the substantive law of Georgia.

9.2. Before applying to court, the Parties must comply with the pre-trial claim procedure for dispute resolution: sending a written claim stating requirements, response period - 30 calendar days. Failure to comply with the claim procedure is grounds for leaving the lawsuit without consideration.

9.3. If it is impossible to resolve the dispute through negotiations, it shall be submitted to the courts of Tbilisi or, by agreement of the parties, to international commercial arbitration.

10. Final Provisions

10.1. This Agreement enters into force upon receipt of payment and entry in the JETUP platform registry and remains in effect until the Parties fully perform their obligations.

10.2. Any changes and additions to this Agreement are valid only in written form with the consent of all Parties. Document exchange through the JETUP platform is equivalent to written form.

10.3. Recognition of individual provisions of the Agreement as invalid does not affect the validity of the remaining provisions.

10.4. The Acquirer may transfer their rights under the Agreement only in the manner provided for option transactions through the JETUP platform. The Transferor may transfer their rights and obligations only with written consent of the Platform.

10.5. All legally significant notifications are sent through the JETUP platform functionality (priority method) or to email addresses. Notifications are considered received: when sent through the platform - immediately, when sent by email - upon delivery to the recipient's server.

10.6. This Agreement is executed in three copies of equal legal force, one for each Party and one for the Platform. The Agreement may be concluded electronically through the JETUP platform, which has full legal force.

10.7. In all other matters not provided for in this Agreement, the Parties are guided by applicable Georgian law and JETUP Platform rules.

Last updated: 01.09.2025