The Registrar for the Rights is Thomas W. Shreve, whose email address is tom.shreve@numada.com, telephone number is +62818125322, preferred text messaging app is WhatsApp, and business address is PT Numada, Gandaria 8 Office Tower 8th Floor, Jalan Sultan Iskandar Muda No. 10, Jakarta 12240, Indonesia. Any notice sent by email shall be with receipt confirmed by return email or text message from the recipient, and any notice to the business address shall be sent by courier service with written receipt.

VARA Jimbaran Series A Profit Participation Rights

Terms and Conditions

The Rights are VARA Jimbaran Series A Profit Participation Rights (the “Rights”) of EDYN  District I LLC, a Wyoming company (the “Company”). The Rights contain the following Terms and Conditions:

1. Restricted Securities

THE RIGHTS HAVE BEEN ACQUIRED BY THE HOLDER THEREOF SOLELY FOR HIS OWN ACCOUNT FOR THE PURPOSE OF INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF IN VIOLATION OF APPLICABLE SECURITIES LAWS OF ANY JURISDICTION. THE RIGHTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES LAWS OF THE UNITED STATES OF AMERICA, THE REPUBLIC OF INDONESIA OR ANY OTHER JURISDICTION AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED.

2. Form and Denomination

Certificates representing the Rights are issued in electronic pdf format for the convenience of   the Holder. Ownership of the Rights is definitively evidenced by the recording of the name of the Holder in the Register by the Registrar after approval by the Registrar, and not by possession of the related Certificate. Fractional Rights will not be issued and proposed transfers of fractions of Rights will not be approved.

Each Right represents the right to 1/10 of 1% of the Net Benefits (as defined below) generated by VARA Jimbaran, a gated community of approximately 3 ha in which the comfort of private villas and premium club infrastructure is combined with advanced scientific developments in integrative quality of life and longevity management (the “Project”), which is owned by the Company’s subsidiary PT Homevibe Development Group, an Indonesia company (the “Project Company”).

3. Nature of Economic Interest

Each Right represents a passive contingent interest in the revenue and profits of the Project as set out in these Terms and Conditions, and does not constitute equity or membership in either the Company or the Project Company, nor does it carry voting rights in the governance of the Company, the Project Company or the Project. The Rights are unsecured obligations of the Company, without recourse against any past, present or future shareholder or officer of the Company.

The Rights are fully paid and non-assessable and each holder from time to time of Rights (a “Holder”) may not be called upon to pay any sums in addition to their agreed purchase price, to contribute capital to the Company, or to bear responsibility for any debt incurred by the Company. The Rights have no maturity date and the Company is not obligated to repurchase or redeem the Rights upon the demand of the Holder. Each Holder by accepting ownership of a Right represents that he is familiar with and understands these Terms and Conditions, and assumes the responsibilities of Holders set out herein.

4. Net Benefits of the Project

The profit entitlement of each Right is equal to 1/10 of 1% times the sum (without double counting) of the following net financial benefits generated by the Project (“Net Benefits”):

a. The net amount of all cash dividends, advances and distributions paid by the Project Company pro rata to its shareholders, after deducting expenses such as withholding taxes which are attributable to such dividends, advances and distributions;

b. Plus the fair value of any non-cash distributions paid by the Project Company pro rata to its shareholders, after deducting any taxes and expenses attributable to such distributions;

c. Plus all fees, bonuses and commissions payable to the shareholders of the Project Company generally, or to the Company specifically, for management and other services rendered to the Project Company, excluding any amounts that are paid to the Company for a seconded person’s services, after deducting any costs incurred to secure such amounts or deliver such services;

d. Plus all fees and compensation paid to shareholders of the Project Company or their designated representatives by legal entities other than the Project Company in respect of fees earned for, or profit margins generated in respect of, marketing or other services rendered to the Project Company by such legal entities;

e. Plus the net proceeds of sale by the Company of any shares of the Project Company; provided that if such proceeds are included in the calculation of Net Benefits, benefits of the Project realized by the new owner of such shares will no longer be considered Net Benefits of the Project; and

f. Minus the net balance of expenses paid by the Company on behalf of the Project Company or the Project, loans and advances by the Company to the Project Company, and reimbursement thereof.

5. Operation of the Project Company

The Company shall direct the Project Company to make its bona fide cash flow available to its shareholders on a quarterly basis through dividends, advances and distributions, for inclusion  in the Net Benefits. The Project Company will calculate its cash flow in each Quarter as follows, without double-counting:

All amounts in the table above will be calculated consistently with International Financial Reporting Standards and the Project Company’s accounting policies. Amounts distributed to Project Company shareholders may not exceed the amount permitted by law.

Prior to the substantial completion of Project construction, the Project Company may include in “Reserves” an amount deemed sufficient in the reasonable judgment of management to complete the construction and development phase of the Project, including a reasonable allowance for Unit marketing and pre-operational expenses. After substantial completion of construction, Reserves are limited to those which are carried on the balance sheet of the Project Company in accordance with International Financial Reporting Standards. When calculating quarterly cash flow, the Project Company may also set aside a Reserve for year-end financial statement adjustments and annually recurring expenses.

Except with the approval of a Majority of Holders, Reserves and any other funds accumulated in the Project Company will only be reinvested in the Project or invested in low-risk instruments such as central bank securities and time deposits to ensure capital preservation, and shall not be reinvested in any other property development project.

6. Profit Distributions

The Company will record all changes during each Quarter to the balance of Net Benefits, and within 60 days following the end of such quarter will determine whether a distribution to Holders (a “Profit Distribution”) is required and complete it. The Company shall not distribute revenue or profits to its members in respect of any Quarter until after the corresponding Profit Distribution has been completed.

A Profit Distribution is required if the Distributable Amount calculated with respect to a Quarter- end is more than ε100,000, or otherwise is sufficient in the reasonable judgment of the Company to warrant a Distribution, where the “Distributable Amount” is equal to:

a. The Net Benefits accumulated since the previous Profit Distribution;

b. Minus a reasonable Reserve for expenses of, investments in and advances to the Project expected to be incurred by the Company during the next 2 Quarters; and

c. Plus or minus the result of the reconciliation of previous Reserves against actual expenses, investments and net advances incurred.

Each Holder is entitled to a percentage of the Distributable Amount equal to 1/10 of 1% times the number of Rights registered in his name. The Net Benefits received by the Company minus the amount of the Profit Distribution is thereafter the property of the Company and will not be considered in any subsequent calculation of Net Benefits.

Previous Liquidity Distributions (as defined below) will be disregarded in the calculation of the Distributable Amount, but Liquidity Distributions not previously credited against Profit Distributions will be credited against up to 100% of the current Profit Distribution.

7. Liquidity Distributions

During the Liquidity Distribution Period (as defined below), if the Company determines in its  sole discretion that its liquidity is sufficient to do so while continuing to develop the Project, it will advance to all Holders a preferential distribution equal to ε700 per Right per Quarter (a “Liquidity Distribution”). Liquidity Distributions will take place within 60 days after the end of the Quarter to which they relate, to coincide with Profit Distributions.

For the purpose of calculating Profit Distributions, Liquidity Distributions will be considered as advances against future Profit Distributions, to be recouped without interest from the next available Profit Distribution. For all other purposes, including for purposes of tax and investment performance, Liquidity Distributions shall be considered as earnings on the Rights and are not required to be repaid to the Company even if unrecouped from subsequent Profit Distributions.

The Liquidity Distribution Period is from first Quarter of 2027, for which Distributions are to be paid on or before May 30, 2027, through and including the third Quarter of 2029, for which Distributions are to be paid on or before November 29, 2029, provided that the Liquidity Distribution Period shall end after the first Quarter in which cumulative Profit Distributions exceed cumulative Liquidity Distributions.

Failure to pay Liquidity Distributions is not a default. The entitlement of Holders to unpaid Liquidity Distributions, will accumulate from Quarter to Quarter without interest. The Company shall not distribute income, revenue or assets to its members so long as Holders have an accumulated unpaid entitlement to Liquidity Distributions.

8. Manner of Distributions

Profit Distributions and Liquidity Distributions (“Distributions”) will be paid in US Dollars. Unless otherwise agreed with the Registrar, each Distribution to a Holder will be transferred to  the Holder’s US Dollar bank account on file with the Registrar. The Company is not liable for any losses resulting from incorrect payment information filed with the Registrar.

DISTRIBUTIONS ON THE RIGHTS WILL NOT BE INCREASED TO COMPENSATE THE HOLDER FOR HIS TAX COSTS. The portion of Net Benefits to which a Holder is entitled is inclusive of any costs incurred by the Company which are attributable to the payment of the Holder’s portion of the Distribution. These costs may include, without limitation, bank charges, withholding taxes, value added taxes, and if the Distribution is not deductible from the taxable income of the Company or its members for any reason, its adverse effect on the amount of income taxes borne by the Company and its members. All such costs will be for the account of the Holder and the Distribution to that Holder will be charged accordingly. If such costs are not known with certainty when the Distribution is made, a Reserve for such expenses may be set aside by the  Company, and reconciled at the time of the next subsequent Distribution after the cost is actually incurred.

Each Holder shall upon request provide an executed Form W-9, W-8BEN or W-8BEN-E and any other information reasonably requested regarding his tax jurisdiction. The Registrar may request a Holder to submit a Certificate of Domicile if proof of the Holder’s tax jurisdiction may in his judgement reduce taxes applicable to the Holder. Securing the lowest available tax rate is the sole responsibility of the Holder. The Registrar may, but is not required to, suspend Distributions to any Holder whose payment information or tax-related documentation is incomplete or pending.

9. Conversion

The Company intends to offer Holders from time to time an opportunity to convert their Rights into ownership rights over one or more residential units within the Project (“Units”). Any such offer will be in the sole discretion of the Company, upon terms determined by the Company,  and subject to availability of Units.

10. Register of Holders

The Company shall maintain a register (the “ Register”) of all Holders, which will be used for purposes including but not limited to:

a. Keeping records of transfers and current Holders of Rights and the amount of their holdings;

b. Delivery of information and communications to Holders;

c. Identity verification of Holders or their representatives; and

d. Notifications and payment instructions regarding distributions on Rights.

Each Holder shall provide a copy of their valid government-issued identification card and their registered email address, telephone number and messaging app, and business address, and is responsible for the contents of all messages sent using their registered contact information, as well as for maintaining correct bank account information for receipt of Distributions.

The Company shall appoint and at all times have an incumbent keeper of the Register (the “Registrar”), whose identity and contact information may be changed by a notice given by the Registrar to all Holders. Absent manifest error, the Register is the authoritative source regarding the ownership of the Rights.

Any notice by a Holder to the Registrar, if sent by email, shall be to the Registrar’s registered email address with receipt confirmed by return email or text message of the Registrar, and if sent to the Registrar’s registered business address, shall be sent by courier service with written receipt.

11. Transfer

The Rights may be sold, assigned, or otherwise transferred only pursuant to an effective registration under applicable securities laws, or an exemption from the registration requirements thereunder. The Rights are transferable only on the books of the Company kept by the Registrar, and upon acceptance of a transfer duly submitted to the Registrar, Rights shall be registered in the name of the transferee, who shall thereupon succeed to all rights and responsibilities of the previous Holder.

Distributions will be paid solely to registered Holders and will not be prorated between current and previous Holders based on the time of their ownership during the period to which the Distribution relates. The Registrar is not obligated to announce a record date or to give Holders prior notice of the date upon which a Distribution will occur.

Application to transfer Rights must be submitted to the Registrar for approval and registration. Such transfers are permissible in the discretion of the Registrar, and its decision whether to accept a transfer as proposed is final. Any purported transfer which is not accepted and recorded in the Register is null and void. In deciding whether to approve a transfer, the Company’s objectives include but are not limited to:

a. Assuring that Holders constitute a group of limited size consistent with the Company’s compliance policies, and assuring that the Rights do not become a widely held class of securities in violation of Applicable Law;

b. Maximizing the proportion of all Holders who are Accredited Investors;

c. Confirming that the transferee is knowledgeable about the transfer, the Rights, and the Project;

d. Confirming that the proposed transfer is not in violation of any applicable securities laws of any jurisdiction and is pursuant to an exemption from the registration requirements of such securities laws;

e. Confirming that the proposed transfer is legally effective and properly authorized;

f. Assuring that the Company is in possession of any information about the proposed transferee as required by Applicable Law and good business practices;

g. Protecting the Company against liability for multiple ownership claims to the same instruments; and

h. Collecting any government charges that may be due as the result of the transfer and recouping any costs imposed on the Company by such transfer.

These objectives are stated solely to assist Holders preparing to apply for a transfer of Rights. The Company assumes no obligation to any Holder to achieve these objectives or to properly  assess the impact of any transfer on the achievement of these objectives. Rights transferred to the Company may be held or resold, or at the Company’s option may be cancelled and retired.

12. Action by Majority of Holders

These Terms and Conditions may be amended with the approval of a Majority of Holders, where approval is based upon responses to a request sent by the Registrar which are received by the Registrar within the time period specified in that request. In the first instance, a “Majority of Holders” means Holders who own more than 50% of all outstanding Rights. If such threshold is not achieved upon the first request, the Company may issue a second request in which a Majority of Holders means Holders who own more than 50% of the Rights whose Holders responded to the request.

Without limiting the generality of the foregoing, approval of a Majority of Holders can be sought to retire the outstanding Rights. These Terms and Conditions may be amended so that the Rights mature or are required to be transferred and sold to the Company or a third party against a specified price per Right. When requesting such an amendment, the Company through the Registrar shall distribute complete information regarding the circumstances and fairness to Holders of the proposed amendment.

Holders are entitled to communicate in writing with other Holders by submitting their proposed communication to the Registrar for redistribution. The Company may accompany such redistribution with its own response or commentary. The Registrar may decline to redistribute proposed communications which contain false, misleading, defamatory or inflammatory content.

13. Action by Company and Registrar

The Company and the Registrar may, without the consent of the Holders, make a modification to these Terms and Conditions which

a. Is of a formal, minor or technical nature or is made to correct a manifest error;

b. Grants additional rights to the Holders or otherwise is not materially prejudicial to the interests of the Holders; or

c. As a result of any provision of these Terms and Conditions being held or determined to be invalid, illegal or unenforceable under Applicable Law, replaces the invalid, illegal, or unenforceable provisions with valid, legal and enforceable provisions that reflect the

original intent of the Company as closely as possible.

In any such event the Registrar shall issue a revised version of these Terms and Conditions to  the Holders. A Holder’s acceptance of such modification without objection shall constitute his agreement to its terms.

14. Retirement at Maturity

If the Company no longer has any shares in the Project Company or any other interest in the Project which is or has the potential to generate Net Benefits to the Company, and Distributions have been made to Holders in respect of all Net Benefits already received, the Company and the Registrar may so notify the Holders and upon such notice the Rights are retired and no longer outstanding.

15. Information

So long as any Rights are outstanding, the Company shall furnish to Holders:

a. As soon as available and in any event within 120 days after the end of its fiscal year, a copy of the annual financial statements of each of the Company and the Project Company, prepared in compliance with applicable accounting principles, including the results of and report on the annual financial audit if any.

b. Promptly after the sending thereof, copies of all reports which the Project Company sends to its creditors or shareholders.

c. A periodic statement of Net Benefits, Distributable Amounts and Distributions.

So long as any Rights are outstanding, and to the extent permitted by Applicable Law, the Company shall permit Holders and their representatives at all reasonable times to inspect the facilities, activities, books of account and records of the Company and the Project Company, and the Company shall cause its representatives, employees and accountants to give their full cooperation and assistance in connection with any such inspections. The Company shall from time to time furnish such further information regarding the Company’s or the Project Company’s business, affairs or financial condition as Holders may reasonably request.

16. Confidentiality

Holders agree that the financial and other information regarding the Company, the Project Company and the Project provided by the Company to the Holders (“Confidential Information”) shall be kept confidential.

Confidential Information will not be disclosed or redisseminated by any Holder without the consent of the Company, unless such information is already in the public domain, or enters the public domain other than as a result of the breach of confidentiality obligations owed to the Company, or has been disclosed by the Company on a non-confidential basis, or is disclosed by a third party otherwise than in breach of its own confidentiality obligations, or is independently developed by such Holder, nor shall it be used by such Holder for any purpose  other than that for which it was provided. The Company acknowledges and authorizes Holders to disclose information as required by Applicable Law, in which event each Holder shall provide prompt written notice to the Company of such disclosure and delivery.

Notwithstanding the foregoing:

a. Holders may disclose Confidential Information to their employees, agents and advisors who have a need to know the information in order to perform their duties, and who are bound by confidentiality obligations at least as restrictive as those set out in this Agreement.

b. Holders may furnish Confidential Information concerning the Company, the Project Company or the Project to purchasers or potential purchasers of their Rights, provided that Holders shall first obtain the prior agreement of such purchaser or potential purchaser to treat such information as confidential.

17. Governing Law and Dispute Resolution

These Terms and Conditions are governed by, and shall be construed in accordance with, the laws of the Republic of Indonesia.

Any dispute between a Holder and the Company or the Registrar relating to the Rights, including their existence or validity and any non-contractual obligations arising out of them, which cannot be amicably resolved within 30 days, may be referred by any party thereto and finally resolved  by arbitration by the Singapore International Arbitration Centre (“SIAC”) in accordance with SIAC Arbitration Rules for the time being in force, which Rules are deemed to be incorporated by reference into this provision. The arbitration shall be conducted in Bali, Indonesia in the English language before a single arbitrator. The arbitral award shall be final and binding on the disputants, and judgment upon the award may be entered in any court of competent jurisdiction.

Any arbitration proceedings, including any related documents, evidence, and awards, shall be treated as Confidential Information and shall not be disclosed to any third party without the prior written consent of the Company, except as required by law or to enforce or challenge an arbitral award.

18. Governing Language

These Terms and Conditions may be reproduced in the German or another language for the convenience of the Parties. In the event of any inconsistency between the English version of these Terms and Conditions and the version produced in any other language, the English language version shall prevail.