Training document. This Investment Agreement, the Constitution bound in as Schedule 8, the historic instruments in the Appendices, the endorsed deed, the parties, the company and every fact and figure in them are fictional. It is a deliberately simplified teaching text, written for this workbook and drafted to be read rather than to be used — it is not any published or market standard form, and a real venture agreement is longer, harsher and turns on its own facts. Copper chips like Explained in Ch. 7 link each clause to the chapter of the workbook that explains it. The company whose funding history this document records is the same company that is sold four years later for €42,000,000: the sale is documented in the Project Sunrise share purchase agreement in the M&A edition, and the investigation that preceded it in the legal due diligence report in the diligence edition. Everything the buyer's lawyers found in 2026 was built here, between 2020 and 2025.

DATED 30 JUNE 2023

Amended and Restated Investment Agreement

relating to
SOLARIS DIGITAL ASSETS EUROPE LIMITED
(originally dated 2 May 2022)

§Contents

§PartiesExplained in Ch. 1

This amended and restated agreement is made on 30 June 2023 (the “Restatement Date”) between:

(1) SOLARIS DIGITAL ASSETS EUROPE LIMITED, a private company limited by shares incorporated in Ireland (registered number 684201) whose registered office is at 3rd Floor, 18 Fenian Quay, Dublin 2, D02 XR71, Ireland (the “Company”);

(2) ELENA MARSH of Dublin, Ireland (the “Founder”, and together with Cormac Duffy of Dublin, Ireland — who ceased to be a Founder on 31 March 2022 under the Founder Settlement Deed but remains a party as an Existing Shareholder — the “Founders”);

(3) THE PERSONS named as holders of Shares in Part B of Schedule 2 (together the “Existing Shareholders”), being every person entered in the register of members of the Company immediately before the Restatement Date; and

(4) MERIDIAN FINTECH VENTURES LIMITED, a company incorporated in England and Wales (company number 11224466) whose registered office is at 4th Floor, 12 Lombard Yard, London EC3V 9AA (“Meridian”), LARKSPUR CAPITAL LLP of London, England, FIONA HARTNETT of Dublin, Ireland, PRIYANKA SETHI of London, England and RUNE HALVORSEN of Oslo, Norway (together the “Investors”, and each an “Investor”).

Rowan Hill Ventures II LP ceased to be an Investor on the Restatement Date, its A Preference Shares having converted into ordinary shares under clause 18, and continues as an Existing Shareholder only.

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