Shareholders' Agreement

The Company develops and commercializes artificial intelligence-based technology solutions for the restaurant and hospitality industry, including AI-powered WhatsApp commerce agents for order management, reservations, and payments.

The Founders are shareholders of the Company and have agreed to formalize the terms under which their equity participation will be governed, including vesting schedules, transfer restrictions, and corporate governance matters.

The parties wish to set forth the terms and conditions governing their relationship as shareholders, including transfer restrictions, exit mechanisms, and decision-making rules.

As of the date of this Agreement, the equity structure of the Company is as follows:

As of ___ ________ 2026 (the signing date), the vesting status of each Founder is as follows:

Each Founder shall vest 100% of their allocated shares on a straight-line monthly basis over 48 (forty-eight) months from their respective Vesting Start Date.

• Each full calendar month elapsed since the Founder's Vesting Start Date represents 1/48 (one forty-eighth) of their total allocated shares.
• There is no cliff period: vesting is linear from month one.
• Shares corresponding to elapsed months as of the signing date are deemed immediately vested.

Shares that have not yet vested at the time of a Founder's departure from the Company ("Unvested Shares") shall be subject to a mandatory repurchase right exercisable by the Company or the remaining Founders, under the following terms:

• (a) Repurchase Price: The repurchase price of Unvested Shares shall equal the nominal (par) value of such shares as recorded in the Company's books at the time of departure.
• (b) Exercise Period: The repurchase right must be exercised within 60 (sixty) calendar days following the effective departure date.

In the event of a sale of 100% of the Company's shares, a merger or acquisition resulting in a change of control, or an initial public offering (IPO), all unvested shares shall automatically and immediately accelerate to full vesting for all Founders.

No Founder may transfer, assign, sell, pledge, or otherwise dispose of their shares — vested or unvested — without the prior written consent of all other Founders, for a period of 24 (twenty-four) months from the date of this Agreement.

After the lock-up period, any Founder wishing to transfer shares must first offer them to the remaining Founders on a pro-rata basis via written notice, at the same price and terms offered by any third party. The remaining Founders shall have 30 (thirty) calendar days to exercise this right.

If one or more Founders receive a third-party offer to acquire more than 30% of the Company's shares, the remaining Founders shall have the right to join the transaction and sell their shares on the same terms and conditions (pro rata).

Founders holding in aggregate more than 70% of the Company's shares may require all other Founders to sell their shares to a third party under the same price and conditions, provided the offer has been unanimously reviewed by the Board.

Company decisions shall be adopted by simple majority, except for the following matters:

• Unanimous consent: Amendment of bylaws.
• 75% of shareholders: Issuance of new shares or changes to share capital.
• 75% of shareholders: Sale of the Company or substantially all assets.
• 75% of shareholders: Admission of new shareholders or investors.
• Simple majority: Approval of annual budget exceeding USD 50,000.

During their engagement with the Company and for 12 (twelve) months following departure, no Founder may directly or indirectly participate in any competing business operating in the same market segment (AI-powered WhatsApp commerce for restaurants and hospitality) within Latin America.

This Agreement shall be governed by the laws of the Republic of Peru, including the General Companies Law (Ley N° 26887) and its amendments. Any dispute arising from or in connection with this Agreement shall be submitted to arbitration in Lima, Peru, under the rules of the Centro de Arbitraje de la Cámara de Comercio de Lima, with three arbitrators and proceedings conducted in Spanish.

The terms of this Agreement are strictly confidential. No party shall disclose its contents to third parties without the prior written consent of all Founders, except as required by applicable law or regulatory authority.

Any amendment to this Agreement must be in writing and signed by all Founders.

This Agreement shall take effect on the date of signing and remain in force until all shares of the Company are held by a single owner, or until the parties agree in writing to terminate it.