Issuer Listing Agreement

1. Parties and Purpose

This Issuer Listing Agreement ("Agreement") is between Vestinit Ventures Australia Pty Ltd ACN 123 456 789 ("Vestinit") and the company, trust or individual applying to list an investment opportunity on the Platform ("Issuer").

This Agreement governs the terms on which Vestinit agrees to feature the Issuer's capital raising opportunity on the Platform, facilitate expressions of interest from investors, and introduce the Issuer to its investor network. It does not constitute an agreement to provide financial services or to guarantee any capital being raised.

2. Issuer Warranties and Representations

By accepting this Agreement, the Issuer represents and warrants to Vestinit as follows:

• The Issuer is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation
• The Issuer has full authority to enter into this Agreement and to offer the investment opportunity described in its application
• All information provided to Vestinit and displayed on the Platform (including financial information, projections, team biographies, use of proceeds and business descriptions) is true, accurate, complete and not misleading
• The offer of securities or interests does not require a Product Disclosure Statement, prospectus or other regulated disclosure document, or alternatively, all required disclosure documents will be prepared and provided to investors in compliance with applicable law
• The capital raising complies with all applicable laws in Australia and any other relevant jurisdictions, including the Corporations Act 2001 (Cth), the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth), and all applicable foreign investment laws
• The Issuer is not insolvent and is not subject to any administration, receivership, liquidation or similar insolvency process
• There are no pending or threatened legal proceedings that would materially affect the Issuer's ability to complete the capital raise or conduct its business
• The Issuer will promptly notify Vestinit of any material change to the information provided that may affect investors' assessment of the opportunity

3. Anti-Fraud Representations

The Issuer agrees to fully cooperate with any investigation by Vestinit, regulatory authorities or law enforcement agencies. Vestinit reserves the right to immediately remove the Issuer from the Platform and report suspected fraud to relevant authorities including ASIC, AUSTRAC and the Australian Federal Police.

4. Disclosure Obligations

The Issuer must provide Vestinit with:

• A complete and accurate company profile including ASIC registration details (or foreign equivalent)
• Current financial statements (audited where available) or management accounts
• A detailed use of proceeds statement
• Director and key management biographies and any relevant conflicts of interest
• Details of existing shareholders, cap table and any prior fundraising rounds
• Material contracts, intellectual property registrations and regulatory licences relevant to the business
• A risk factor section identifying the principal risks of the investment

The Issuer must promptly update all Platform materials if circumstances change materially during the fundraising period. Failure to make required updates may result in suspension of the listing.

5. Due Diligence

Vestinit conducts a screening review of all listing applications. This review is not an audit, does not constitute verification of all information provided, and does not constitute advice to investors regarding the merits of the opportunity.

Vestinit reserves the right to decline any listing application at its sole discretion, without being required to provide reasons. Vestinit may engage third-party due diligence providers at its own cost, or may request the Issuer to facilitate specific due diligence activities as a condition of listing.

6. Fees

All fees are exclusive of GST. Specific fee arrangements are set out in the separate Fee Schedule executed between the Issuer and Vestinit. Where a licensed financial services provider is engaged to execute the raise, that provider's fees are separate and are the responsibility of the Issuer.

7. Removal Rights

Vestinit may remove an Issuer's listing from the Platform immediately and without notice if:

• The Issuer has provided false or materially misleading information
• Vestinit receives a credible complaint of fraud, misconduct or regulatory non-compliance
• The Issuer fails to respond to due diligence or compliance requests within required timeframes
• A regulatory authority directs Vestinit to remove the listing
• The Issuer becomes insolvent or ceases to carry on business
• Vestinit determines in its sole discretion that the listing may expose Vestinit to legal, regulatory or reputational risk

In other circumstances, Vestinit will provide 5 business days' notice before removing a listing, unless the Issuer requests removal.

8. Intellectual Property

The Issuer grants Vestinit a non-exclusive, royalty-free licence to use the Issuer's name, logo, trademarks, images and deal materials solely for the purpose of displaying the listing on the Platform and marketing the opportunity to its investor network. This licence terminates upon removal of the listing.

The Issuer retains all intellectual property rights in its deal materials. Vestinit retains all intellectual property rights in the Platform and its templates, tools and compilations.

9. Indemnification

The Issuer agrees to indemnify, defend and hold harmless Vestinit and its officers, directors, employees, agents and affiliates from and against any losses, damages, claims, liabilities, costs and expenses (including reasonable legal fees) arising out of or relating to: (a) any misrepresentation or breach of warranty by the Issuer; (b) the Issuer's breach of this Agreement; (c) any claim by an investor arising from inaccurate or misleading information provided by the Issuer; or (d) the Issuer's breach of any applicable law.

10. Confidentiality

Both parties agree to keep confidential any non-public information about the other party's business, including deal terms, investor lists, and commercial arrangements, and to use such information only for the purposes of this Agreement. This obligation survives termination of this Agreement for a period of three years.

11. Governing Law

This Agreement is governed by the laws of New South Wales, Australia. Disputes shall be resolved in accordance with the dispute resolution clause in the Terms of Use.