PART I — PLATFORM TERMS AND CONDITIONS

1. Definitions

As used in these Terms, the following capitalized terms have the meanings set forth below:

• "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person.
• "Company Group" means Vestrs LLC, its parent Vincedus, Inc. (a Delaware C-Corporation), its subsidiary Vestrs India Private Limited (an Indian private limited company), and Vegadash LLC (a Wyoming limited liability company) collectively.
• "Investor" means a User who has completed the Verification Process and has subscribed to invest in an SPV through the Platform.
• "Offering Documents" means, with respect to any SPV, the private placement memorandum, the private placement memorandum supplement, the subscription agreement, the SPV operating agreement, and any other definitive transaction documents governing such SPV, as prepared by legal counsel to the Company.
• "Person" means any individual, corporation, limited liability company, partnership, trust, unincorporated organization, governmental authority, or other entity.
• "Platform" means the technology platform, website, mobile application, and related administrative services operated by Vestrs LLC and/or affiliates to facilitate access to SPV investment opportunities.
• "Startup Company" means an Indian startup company in which an SPV invests.
• "SPV" means a Wyoming limited liability company formed as a single-purpose vehicle to make a single investment in one Startup Company, managed by Vegadash LLC as manager.
• "Verification Process" means the accreditation verification, know-your-customer (KYC), anti-money laundering (AML), and sanctions screening procedures required to invest through the Platform, conducted by or through third-party service providers engaged by the Company.

2. Platform Role and Regulatory Status

The Platform is a technology and administrative interface that facilitates access to private investment opportunities in Indian startup companies through SPVs. The following disclosures apply to all Users and Investors.

2.1 Scope of Platform Services

The Platform provides the following services: technology infrastructure for deal access; facilitation of the Verification Process through third-party providers; administrative coordination of SPV formation and subscription; and investor communications and post-close reporting. The Platform does not provide investment advice, brokerage services, custody of funds or securities, or any fiduciary service in its capacity as Platform operator.

Vegadash LLC, in its separate capacity as manager of each SPV, may owe such duties to SPV members as would be set forth in the applicable SPV operating agreement and as required by the Wyoming Limited Liability Company Act (Wyo. Stat. § 17-29-101 et seq.). Nothing in these Terms limits, modifies, or waives any duties owed by Vegadash LLC as SPV manager, which are exclusively governed by the SPV's operating agreement.

2.2 Deal Curation; No Investment Advice

The Company selects, sources, and curates which Startup Companies and investment opportunities are listed on the Platform. This curation reflects the Company's business judgment about which opportunities to offer; it does not constitute investment advice, a recommendation to invest, or an assessment of suitability for any particular User, and does not imply diligence, verification, or evaluation of investment merits. The Platform does not recommend, endorse, or rate any investment opportunity. All investment decisions are self-directed by you based solely on your own review of the applicable Offering Documents.

The Company publishes information about Startup Companies as provided by those companies. The Company does not independently verify such information and makes no representation as to its accuracy or completeness. You should conduct your own due diligence before making any investment decision.

Any selection, sourcing, or presentation of investment opportunities on the Platform reflects commercial considerations and availability and does not imply that the Company has conducted diligence, verification, or validation of the Startup Company beyond information provided by such Startup Company or its representatives.

3. Eligibility and Verification

3.1 Eligibility Requirements

To access investment opportunities on the Platform and invest in any SPV, you must satisfy all of the following requirements before investing:

• you are at least 18 years of age (or the age of majority in your jurisdiction, if higher);
• you are an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act");
• if you are not a U.S. Person (as defined in Rule 902(k) of Regulation S under the Securities Act), you further qualify as an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act");
• you are not located in, organized under the laws of, or a citizen or national of, any jurisdiction subject to comprehensive U.S. sanctions administered by the U.S. Office of Foreign Assets Control ("OFAC"), including without limitation Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine;
• you are not a resident of India; Indian residents are subject to foreign exchange, regulatory, and structural constraints applicable to outbound and inbound investment frameworks under Indian law and the Platform’s cross‑border investment structure;
• you are not a Specially Designated National or Blocked Person, or otherwise subject to individual sanctions under OFAC, the United Nations Security Council, the European Union, or any other applicable sanctions authority; and
• you satisfy any additional eligibility requirements set forth in the Offering Documents for any SPV in which you seek to invest.

3.2 Land-Border Investment Restrictions

The land‑border investment restrictions described in this Section 3.2 apply solely with respect to SPVs investing in Indian Startup Companies and are driven by Indian foreign direct investment regulations. These restrictions do not apply to SPVs investing in non‑Indian entities, if any such opportunities are offered on the Platform.

Pursuant to India's Press Note 3 (2020) and related FEMA regulations, foreign direct investment from entities in, or beneficially owned or controlled by nationals of, countries sharing a land border with India are subject to additional restrictions by the Government of India. Accordingly, Persons who are citizens of, or entities incorporated in or controlled by nationals of, the People's Republic of China, Pakistan, Bangladesh, Nepal, Myanmar, Bhutan, or Afghanistan may be subject to additional investment restrictions when investing through the Platform. The Company may require additional representations and beneficial ownership documentation from any User to assess compliance with this restriction.

3.3 Entity Investors

Entities (including limited liability companies, limited partnerships, trusts, and family offices) may invest through the Platform on a deal-by-deal basis, subject to satisfying the Verification Process applicable to entities and the eligibility requirements of the applicable Offering Documents. The Company reserves the right to request additional documentation regarding entity structure, beneficial ownership, and authority.

3.4 Verification Process

To invest in any SPV, you must successfully complete the Verification Process, which includes: (a) identity verification and KYC/AML screening, and (b) accreditation verification, in each case conducted by or through third-party service providers designated by the Company. The Company retains final approval authority over all Verification Process outcomes and may, in its sole discretion, decline to approve any applicant without being required to provide a reason.

You may create an account and browse general Platform information prior to completing the Verification Process; however, you may not submit a subscription, or invest in any SPV until your Verification Process is complete and your account has been approved. Rule 506(c) of Regulation D requires that all purchasers of SPV interests be verified accredited investors.

You represent and warrant that all information you provide to us and to third-party verification providers is true, accurate, and complete, and you agree to promptly notify us if any such information ceases to be accurate. You represent and warrant that the funds you invest through the Platform are from lawful sources and are not derived from or associated with money laundering, terrorist financing, or other unlawful activity.

Your accreditation status must be re-verified on a periodic basis in accordance with applicable law and the Company's verification policies, which may require periodic re-submission of supporting documentation. The Company may suspend your account access if re-verification is not completed when required.

3.5 Account Security

You are responsible for maintaining the confidentiality and security of your account credentials and for all activity conducted through your account. You agree to notify the Company immediately at IR@vestrs.com if you become aware of any unauthorized access to or use of your account. The Company is not liable for any losses arising from unauthorized access resulting from your failure to maintain account security.

4. Investment Structure

4.1 SPV Structure

All investments facilitated through the Platform are made through SPVs, each of which is a Wyoming limited liability company. Each SPV is a single-purpose vehicle formed to make one primary investment in one Startup Company. Each SPV, not the Platform or the Company, is the direct investing entity. The Company does not facilitate direct investments into Startup Companies.

Investors acquire membership interests in the relevant SPV. The SPV, in turn, holds equity, compulsorily convertible preference shares (CCPS), compulsorily convertible debentures (CCDs), or such other instruments as are permitted under the FDI framework and specified in the applicable Offering Documents. The nature of the instrument held at the Startup Company level will vary by deal and will be disclosed in the Offering Documents.

4.2 Manager and Governance

Vegadash LLC is the manager of each SPV. Investors are passive members with no day-to-day management rights. The manager has sole discretion over: (a) whether and when an SPV proceeds with or abandons an investment; (b) the amount invested (subject to the target allocation set forth in the Offering Documents); (c) decisions regarding follow-on investments, reserves, and expense management; (d) the timing and manner of any exit; and (e) any waivers, consents, or amendments in connection with the Startup Company investment. Investor voting and removal rights, information rights, inspection rights, and transfer rights are limited as set forth in the applicable SPV operating agreement.

Additional capital calls beyond a member's subscribed amount will not be made. Each Investor's liability is capped at the amount of its subscribed investment in the applicable SPV.

4.3 Minimum and Maximum Investment Amounts

The minimum investment per investor per SPV is USD 5,000, unless a higher minimum is specified in the applicable Offering Documents. The Company reserves the right to set deal-specific minimums and to accept or reject any subscription in its sole discretion.

The maximum investment per investor per SPV is 9.99% of the total amount raised for that SPV.

4.4 Oversubscription; No Substitution

Subscriptions are accepted on a first-come, first-served basis until the maximum offering amount for each SPV is reached. The Company does not conduct discretionary allocation among investors. If a subscription is rejected, a deal is abandoned prior to closing, or the offering target is not met, funds will be returned to the subscriber by wire transfer within fifteen (15) business days.

4.5 Offering Documents Control

Each SPV offering is governed in full by its Offering Documents. These Terms govern your access to and use of the Platform only and do not constitute an offer to sell, a solicitation of any offer to buy, or an agreement to invest in any SPV. In the event of any conflict or inconsistency between these Terms and any Offering Document, the Offering Document shall control.

5. No Regulated Status

Vestrs LLC:

• is not a registered broker-dealer, funding portal, or transfer agent under the Securities Exchange Act of 1934, as amended (the "Exchange Act");
• is not a registered investment adviser under the Investment Advisers Act of 1940, as amended, or under any state investment adviser statute;
• is not registered with the U.S. Securities and Exchange Commission ("SEC"), the Financial Industry Regulatory Authority ("FINRA"), the Securities Investor Protection Corporation ("SIPC"), or any U.S. state securities regulator;
• is not registered with the Securities and Exchange Board of India ("SEBI") or any other Indian regulatory authority; and
• does not hold any equivalent regulated status in any other jurisdiction.

Nothing herein prevents the Company from engaging regulated service providers where required.

6. Indian FDI and Cross-Border Investment Risk Disclosures

Investing in Indian startup companies through SPVs involves significant risks in addition to those associated with private venture-stage investments generally. You should carefully review the risk disclosures in the applicable Offering Documents before making any investment. The following is a non-exhaustive summary of key cross-border risks:

6.1 Regulatory and Legal Risk

• Indian FDI laws, FEMA regulations, RBI circulars, and sectoral investment caps may change at any time, including after an investment has been made, and may adversely affect the Startup Company's operations or the SPV's ability to repatriate capital.
• Certain sectors (including defence, space, atomic energy, and others) are subject to FDI restrictions or caps; sector classification is subject to regulatory interpretation and may change.
• FDI instruments (including CCPS, CCDs, and convertible instruments) are subject to FEMA pricing guidelines requiring that investments be made at or above the fair market value of the underlying shares as determined by a SEBI-registered valuer. If a valuation is subsequently challenged, the investment may be deemed non-compliant.
• The SPV (as the investing entity) and the Startup Company (as the investee) are responsible for making mandatory filings with the Reserve Bank of India, including the FC-GPR form within 30 days of allotment. Failure to file on time is a FEMA violation and may result in compounding penalties.

6.2 Repatriation and Currency Risk

• Repatriation of investment proceeds, dividends, and capital is subject to Indian foreign exchange regulations and may be restricted, delayed, or subject to conditions that change over time.
• Investments, distributions and proceeds from exits will be denominated in Indian Rupees and subject to conversion into USD at prevailing exchange rates; currency fluctuation may reduce the USD value of returns.
• Indian capital gains tax and tax deducted at source (TDS) will apply on exit proceeds repatriated from India; the SPV's net distributions to Investors will reflect such taxes. Investors should consult their own tax advisers regarding U.S. and Indian tax consequences.

6.3 Enforcement and Liquidity Risk

• Indian securities held by the SPV are illiquid and are not publicly traded. There is no guarantee that a liquidity event will occur.
• The enforcement of contractual and shareholder rights in India may be difficult, time-consuming, and costly relative to U.S. markets.
• The SPV appears directly on the cap table of the Startup Company; beneficial ownership look-through requirements applicable under Indian law may affect the SPV's rights or status.

6.4 Tax Reporting

The SPV is intended to be treated as a pass-through entity for U.S. federal income tax purposes. Investors who are U.S. persons will receive an IRS Schedule K-1 in respect of each SPV in which they invest. The timing of K-1 delivery may be delayed and is dependent on the availability of information from the Startup Company. The Company does not provide tax advice, and each Investor is responsible for its own tax compliance.

7. Platform Compensation and Conflicts of Interest

7.1 Fee Disclosure

The Company and its Affiliates receive compensation in connection with each SPV. The specific amounts or rates of each fee will be disclosed in the applicable Offering Documents. The following is a description of the types of compensation received:

• Management Fee: a one-time fee charged to the SPV in connection with SPV formation, legal structuring, and deal preparation.
• Expense Reimbursement: reimbursement to the Company and/or Vestrs LLC and/or affiliates and/or service providers for out-of-pocket costs incurred in connection with the SPV, including legal fees, regulatory filing fees, SPV formation and maintenance costs, and third-party service provider costs.
• Performance fee: a profit participation in SPV distributions, as specified in the applicable Offering Documents.

No fees are earned by the Company in respect of a deal that does not close.

7.2 Conflicts of Interest

The foregoing compensation arrangements create potential conflicts of interest between the Company and Investors. Additionally, principals, employees, or Affiliates of the Company may in the future invest in the same SPVs as platform Investors, in each case on the same economic terms as platform Investors unless otherwise disclosed in the applicable Offering Documents. The Company does not conduct related-party transactions with Startup Companies or their founders, and does not have referral fee or revenue-sharing arrangements with any third party in connection with deal sourcing.

Material conflicts of interest in connection with any specific SPV will be disclosed in the Offering Documents for that SPV. These Terms do not purport to disclose all conflicts that may arise and are not a substitute for the conflict disclosures in the Offering Documents.

8. Payments, Subscriptions, and Fund Handling

8.1 Payment Methods

Subscription payments may be made by bank wire transfer, ACH transfer, or such other payment methods as are supported by the Platform's third-party payment processor. Subscription funds are directed either to an escrow account (which may be for example a law firm trust account or third-party escrow service designated in the Offering Documents) or directly to the SPV's bank account, depending on the offering structure. Escrow agents are independent third parties and not agents of the Company.

No Vestrs entity (including Vestrs LLC, Vegadash LLC, Vincedus, Inc, or Vestrs India Private Limited) receives, holds, routes, controls, or takes custody of investor funds or securities at any time. All fund handling is conducted by designated third parties. The Company is not responsible for acts or omissions of payment processors, escrow agents, or financial institutions.

8.2 Refunds

If a subscription is rejected, a deal is abandoned prior to closing, or the offering target is not met, subscribed funds will be returned to the Investor to the originating account using the same payment method used for the subscription, or by wire transfer to the originating bank account at the Company’s discretion. Funds will not be redirected to any alternative offering. No interest is payable on returned subscription funds.

No funds will be returned to investors once committed if the deal closes.

8.3 Payments

If subscription payments are processed through a third-party, such processing is subject to that third-party's terms of service in addition to these Terms. By initiating a payment through the third-party, you authorize the Company to direct the third-party to process your payment as specified in the applicable Offering Documents.

9. Electronic Consent and Document Delivery

By creating an account on the Platform, you consent to: (a) transact electronically; (b) receive all notices, disclosures, Offering Documents, subscription agreements, tax documents (including Schedule K-1s), and other communications electronically by email or through the Platform; and (c) the use of electronic signatures through the Platform's designated e-signature provider for subscription agreements and other transaction documents, with the same legal effect as ink signatures under the Electronic Signatures in Global and National Commerce Act ("E-SIGN Act") and applicable state law.

You are responsible for maintaining a current and valid email address on your Platform account. The Company is not liable for any failure to receive electronic communications resulting from an outdated or invalid email address, your spam filter or email settings, or any other condition within your control. You may request paper delivery of certain documents by contacting IR@vestrs.com, though the Company may charge a reasonable administrative fee for paper delivery, and paper delivery is not available for time-sensitive transaction documents.

10. Marketing and Educational Communications

The Platform may send you transactional communications (including account confirmations, verification notices, deal access notifications, and subscription confirmations) and marketing and educational communications (including newsletters, webinars, investment opportunity announcements, and educational content about Indian startup investing). Transactional communications are required for Platform operation and cannot be opted out of while your account is active.

Marketing and educational communications will be sent by email only, unless you separately provide express written consent to receive SMS communications. If you provide such consent, you will be enrolled in our SMS Program, which sends periodic messages alerting to new investment opportunities added the platform or educational content relating to Indian startup investing. Message frequency will vary. Message and data rates may apply. SMS communications are sent in compliance with the U.S. Telephone Consumer Protection Act (“TCPA”). To request assistance, reply HELP to any SMS message or contact us at IR@vestrs.com. To opt out of SMS communications at any time, reply STOP to any SMS message; you will receive a single confirmation message and no further SMS messages will be sent to your number. You may opt out of non-transactional email communications at any time by using the unsubscribe link in any marketing email or by contacting IR@vestrs.com. Opt-out requests for marketing email will be processed within ten (10) business days.

Any performance data, historical returns, case studies, or testimonials published on the Platform are presented for illustrative purposes only, do not constitute a guarantee or prediction of future results, and are subject to the disclaimers set forth in the Offering Documents. Past performance is not indicative of future results.

11. Account Suspension and Termination

The Company may, in its sole discretion and without prior notice, suspend or terminate your account and access to the Platform if: (a) you fail to complete or maintain the Verification Process; (b) you breach any provision of these Terms or any Offering Document; (c) the Company determines that your continued access presents a compliance, legal, reputational, or regulatory risk; (d) you provide false or misleading information at any point; (e) the Company is required to do so by applicable law, regulation, or order of a governmental authority; or (f) you have been inactive for an extended period as specified in the Company's then-current policies.

Termination does not waive any rights or obligations accrued prior to termination. Termination of your account does not affect your existing investment in any SPV, which will continue to be governed by the applicable Offering Documents. The Company will retain data following account termination as required by applicable law and as described in the Privacy Policy below. Sections 4.5, 5, 7, 9, 12, 13, 14, 15, 16, 17, and 18 of these Terms survive termination.

12. Intellectual Property

The Platform and all content, software, trademarks, trade names, logos, and materials made available on the Platform (other than content provided by Startup Companies) are the property of the Company Group and are protected by applicable intellectual property laws. You are granted a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for your personal investment purposes only. You may not reproduce, distribute, modify, create derivative works of, or commercially exploit any Platform content without the prior written consent of the Company.

Content and materials provided by Startup Companies in connection with their fundraising are the property of the respective Startup Companies and are provided to the Platform for display pursuant to arrangements between the Company and each Startup Company. The Company makes no representation as to the accuracy, completeness, or currency of such content.

13. Disclaimer of Warranties

THE PLATFORM AND ALL INFORMATION, CONTENT, AND SERVICES PROVIDED THROUGH IT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

THE COMPANY DOES NOT WARRANT THAT: (A) THE PLATFORM WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; (B) ANY INFORMATION ON THE PLATFORM IS ACCURATE, COMPLETE, OR CURRENT; (C) ANY INVESTMENT OPPORTUNITY WILL CLOSE OR RESULT IN ANY RETURN; OR (D) THE PLATFORM WILL MEET YOUR REQUIREMENTS. YOU ACCESS AND USE THE PLATFORM ENTIRELY AT YOUR OWN RISK.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY GROUP (INCLUDING ANY OFFICER, DIRECTOR, MEMBER, EMPLOYEE, AGENT, OR SERVICE PROVIDER OF ANY MEMBER OF THE COMPANY GROUP) BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, OR BUSINESS INTERRUPTION, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE AGGREGATE LIABILITY OF THE COMPANY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO YOUR USE OF THE PLATFORM OR THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) USD 5,000 OR (B) THE TOTAL AMOUNT OF FEES, IF ANY, ACTUALLY PAID BY YOU DIRECTLY TO VESTRS LLC FOR USE OF THE PLATFORM DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM (EXCLUDING ANY FEES CHARGED AT THE SPV LEVEL). THIS LIMITATION APPLIES PER CLAIM AND IN AGGREGATE AND SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES OR LIABILITY; TO THE EXTENT SUCH LAWS APPLY TO YOU, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY. IN SUCH JURISDICTIONS, THE COMPANY'S LIABILITY SHALL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Nothing in this Section 14 limits the liability of any Person for fraud, fraudulent misrepresentation, or any liability that cannot be excluded under applicable law.

15. Indemnification

You agree to indemnify, defend, and hold harmless the Company Group and each of their respective officers, directors, members, managers, employees, agents, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all third-party claims, actions, proceedings, liabilities, losses, damages, judgments, costs, and expenses (including reasonable attorneys' fees and disbursements) (collectively, "Losses") arising out of or relating to: (a) your access to or use of the Platform; (b) your breach of any representation, warranty, or obligation under these Terms or any Offering Document; (c) your violation of any applicable law or regulation; or (d) any claim by a third party arising from information you provide to the Platform.

The Indemnified Parties shall: (i) promptly notify you of any claim for which indemnification is sought; (ii) give you reasonable control over the defense and settlement of such claim; and (iii) cooperate with you in the defense of such claim at your expense. Notwithstanding the foregoing, the Company shall have the right to participate in the defense at its own expense, and no settlement that imposes any obligation or liability on the Company shall be made without the Company's prior written consent.

Notwithstanding the foregoing, the Company is not entitled to indemnification from you for Losses arising from the Company's own gross negligence, willful misconduct, or fraud.

16. Force Majeure

The Company shall not be liable for any delay or failure to perform any obligation under these Terms to the extent that such delay or failure is caused by circumstances beyond the Company's reasonable control, including without limitation acts of God, pandemic, epidemic, natural disaster, war, terrorism, civil unrest, governmental action, regulatory change, sanctions, cyberattack, labor dispute, power outage, telecommunications failure, or failure of third-party service providers (each, a "Force Majeure Event"). The Company will promptly notify you of any Force Majeure Event materially affecting Platform operations and will use commercially reasonable efforts to resume performance as soon as practicable.

Without limiting the foregoing, the Company shall have no liability for, and shall not be deemed to have breached these Terms due to, any delay, failure, or interruption in performance by any Startup Company, SPV, SPV manager, or other third party arising from a Force Majeure Event. The Company does not guarantee that any Startup Company or SPV will perform its obligations or achieve any anticipated milestone, and no such party shall be deemed an agent of the Company for purposes of this Section.

17. Dispute Resolution, Governing Law, and Arbitration

17.1 Governing Law

These Terms and any dispute arising out of or relating to your access to or use of the Platform (including the formation, validity, and enforceability of these Terms) shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict-of-laws principles. For the avoidance of doubt, the governing law of these Terms is separate from and does not affect the governing law of any SPV's Offering Documents, which are expected to be governed by the laws of the State of Delaware as set forth in the applicable subscription agreement and operating agreement.

17.2 Scope of Arbitration

These arbitration provisions apply exclusively to disputes arising from or relating to your access to or use of the Platform and these Terms. Disputes arising in connection with any SPV investment, including disputes relating to the Offering Documents, your rights as an SPV member, the manager's exercise of discretion, or the investment itself, are not subject to these arbitration provisions and shall be resolved in accordance with the dispute resolution provisions of the applicable Offering Documents.

17.3 Binding Arbitration

Subject to Section 17.2, any dispute, controversy, or claim arising out of or relating to these Terms, or the breach, termination, or validity thereof (a "Dispute"), that cannot be resolved by informal negotiation within thirty (30) days after written notice from either party shall be finally and exclusively resolved by confidential, binding arbitration administered by JAMS under Delaware law pursuant to its Comprehensive Arbitration Rules and Procedures (or, if the amount in controversy is less than USD 250,000, its Streamlined Arbitration Rules and Procedures), as in effect at the time of the Dispute. The seat and place of arbitration shall be Wilmington, Delaware. The arbitration shall be conducted before a single arbitrator in the English language. The award shall be final, binding, and enforceable in any court of competent jurisdiction.

17.4 Class Action and Jury Trial Waiver

YOU AND THE COMPANY EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING IN CONNECTION WITH ANY DISPUTE UNDER THESE TERMS. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING.

17.5 Injunctive Relief

Notwithstanding the foregoing, either party may seek emergency injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm pending the outcome of arbitration.

18. General Provisions

18.1 Entire Agreement

These Terms, together with the Privacy Policy set out in Part II, constitute the entire agreement between you and the Company with respect to your access to and use of the Platform. With respect to any SPV investment, the applicable Offering Documents constitute the entire agreement between you and the SPV and its manager with respect to that investment and govern in the event of any inconsistency with these Terms.

18.2 Amendment

The Company reserves the right to amend these Terms at any time. For material amendments, the Company will provide written notice to your registered email address at least thirty (30) days prior to the effective date of the change. For non-material amendments (including corrections, clarifications, and updates to reflect changes in law), the amended Terms will be posted to the Platform with an updated Effective Date, and continued use of the Platform after posting constitutes acceptance. It is your responsibility to review these Terms periodically.

18.3 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving, to the greatest extent possible, the original intent of the parties.

18.4 Waiver

No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. No waiver of any provision of these Terms shall be effective unless in writing signed by the waiving party.

18.5 Assignment

You may not assign or transfer any of your rights or obligations under these Terms without the prior written consent of the Company. The Company may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets without your consent, provided that the assignee assumes all obligations hereunder.

18.6 Notices

Legal notices to the Company under these Terms must be sent by email to IR@vestrs.com with a copy by certified mail to Vestrs LLC at its registered address in Wyoming (30 N Gould st, Ste N, Sheridan, WY 82801, USA). Notices are deemed given upon confirmed delivery. The Company may provide notices to you at the email address registered to your Platform account.

18.7 No Third-Party Beneficiaries

These Terms are for the benefit of you and the Company only and do not confer any rights or remedies on any third party, except that the Indemnified Parties under Section 15 are intended third-party beneficiaries of the indemnification provisions.

18.8 Relationship of the Parties

Nothing in these Terms creates a partnership, joint venture, agency, employment, or fiduciary relationship between you and the Company in connection with your use of the Platform. Any fiduciary relationship between you and Vegadash LLC as SPV manager arises solely from and is governed by the applicable SPV operating agreement.

PART II — DATA PRIVACY POLICY

This Data Privacy Policy (the "Privacy Policy") describes how Vestrs LLC and its affiliates ("we", "us", or "our") collects, uses, discloses, and protects personal data of Users. It applies to all personal data collected through the Platform, by email, or in connection with any SPV subscription.

1. Data Controller and Contact

Vestrs LLC is the data controller for personal data collected through the Platform. For any privacy-related inquiries, requests, or complaints, please contact:

Email: IR@vestrs.com

Mail: Vestrs LLC, 30 North Gould Street, Suite N, Sheridan, WY82801, USA

We aim to respond to all privacy inquiries within thirty (30) days.

2. Personal Data We Collect

We collect the following categories of personal data:

• Identity and Contact Data: name, email address, postal address, telephone number, date of birth, nationality, and country of residence.
• Identity Verification Data: government-issued identification documents (passport, driver's license), selfie or liveness verification image, and proof of address, collected by and through our third-party KYC/AML provider on our behalf.
• Financial Qualification Data: information supporting accredited investor status, such as tax returns, brokerage statements, CPA or attorney letters, or net worth documentation, collected by our third-party accreditation verification provider.
• Tax and Payment Data: taxpayer identification number (e.g., SSN or EIN for U.S. persons), bank account details for wire transfers, and payment processing data collected through our payment processor.
• Transaction and Investment Data: records of your subscriptions, investments, SPV membership interests, and distributions.
• Platform Usage Data: IP address, browser type, device identifiers, pages visited, and session data collected automatically through standard server logs and analytics tools.
• Communications Data: records of your email and other communications with us.

We do not use session replay tools, behavioral analytics platforms, or third-party advertising pixels. If we introduce any such tools in the future, we will update this Privacy Policy accordingly and, where required, seek your consent.

3. How We Use Personal Data and Legal Basis

We use personal data for the following purposes and on the following legal bases:

• To operate the Platform and provide our services: lawful basis is performance of our contract with you (these Terms) and performance of the SPV subscription agreement.
• To conduct the Verification Process (KYC, AML, accreditation, sanctions screening): lawful basis is compliance with legal obligations (U.S. securities law, BSA/FinCEN AML requirements, OFAC sanctions regulations) and our legitimate interest in operating a compliant platform.
• To process payments and manage your investments: lawful basis is performance of contract and compliance with legal obligations.
• To send transactional communications: lawful basis is performance of contract; these communications cannot be opted out of while your account is active.
• To send marketing and educational communications by email: lawful basis is your consent given at account creation (which may be withdrawn at any time as described in Section 9 of Part I).
• To comply with applicable law, regulatory requirements, and government orders: lawful basis is legal obligation.
• To prevent fraud, money laundering, and misuse of the Platform: lawful basis is legitimate interest and legal obligation.
• To enforce our rights and defend legal claims: lawful basis is legitimate interest.

4. Data Sharing and Recipients

We share personal data with the following categories of recipients:

• KYC/AML and Accreditation Verification Providers, which receive identity and financial qualification data for verification purposes.
• Payment Processors, which receive payment and bank account data for transaction processing.
• E-Signature Providers, which receive personal data in connection with electronic execution of subscription agreements.
• Legal and Professional Advisers: our law firms and other professional advisers engaged in connection with SPV formation and ongoing operations.
• Vestrs India Private Limited: our wholly owned Indian subsidiary, whose team members assist with Platform operations and may access personal data in the course of providing services to Vestrs LLC subject to the following controls: (i) access is restricted on a need-to-know basis and subject to role-based access controls maintained by Vestrs LLC; (ii) personnel with access to personal data are subject to confidentiality obligations; (iii) personal data accessed by Vestrs India Private Limited personnel is used solely for the purpose of providing operational services to Vestrs LLC and for no other purpose; and (iv) Vestrs India Private Limited is subject to Vestrs LLC’s information security policies and procedures. Vestrs LLC remains the data controller and is responsible for ensuring that access by Vestrs India Private Limited personnel complies with applicable law. Vestrs India Private Limited acts solely as an internal service provider and data processor on behalf of Vestrs LLC and does not determine the purposes or means of processing personal data.
• Vegadash LLC, our affiliate and manager of the SPVs, the SPVs, and Vincedus, Inc, our parent company.
• Government and Regulatory Authorities: we disclose personal data to governmental authorities (including the SEC, FinCEN, OFAC, the RBI, and Indian regulatory authorities) as required by applicable law, court order, or regulatory request.
• SPV-Related Parties: data necessary for SPV administration (including investor identity and tax information) may be shared with the applicable SPV, its legal counsel, and its registered agent.

We do not sell personal data. We do not share personal data for cross-context behavioral advertising. We do not share, rent, sell, or otherwise disclose personal data to any third party for that third party’s own marketing purposes.

5. International Data Transfers

Your personal data may be transferred to, stored in, and processed in the United States, India, and other jurisdictions, and in particular in any other country in which our service providers operate.

With respect to transfers of personal data from the United States to India for processing by Vestrs India Private Limited, such transfers are made subject to the access controls and confidentiality obligations described in Section 4 above, which are contractually binding on Vestrs India Private Limited as a wholly owned subsidiary of the Company Group. With respect to transfers to other third-party service providers operating outside the United States, we take appropriate contractual, technical, and organizational measures, which may include data processing agreements incorporating standard contractual clauses or equivalent protections, and we select service providers that maintain security standards consistent with applicable law. No personal data is transferred to any jurisdiction that is subject to comprehensive U.S. sanctions administered by OFAC.

6. Data Retention

We retain personal data for the following periods or as otherwise required by law:

• KYC/AML Records (identity documents, verification outcomes, source of funds): minimum five (5) years from the date of the relevant transaction or account closure, as required by the U.S. Bank Secrecy Act and FinCEN regulations. These records may not be deleted on request due to mandatory retention obligations.
• Investment and Transaction Records: minimum five (5) years from the date of the relevant transaction, or such longer period as required by applicable securities law, FEMA, or tax law.
• Accreditation Verification Records: minimum five (5) years from the date of the relevant SPV subscription, as required by Rule 506(c) of Regulation D.
• Account and Communication Data (approved investors): duration of account plus five (5) years following account closure, or such longer period as required by applicable law.
• Rejected Applicants (KYC/AML data): minimum five (5) years from the date of the rejection decision, as required by BSA/FinCEN.
• Marketing Consent Records: duration of account plus three (3) years following account closure or withdrawal of consent.
• Platform Usage Logs: up to two (2) years, used for security and fraud prevention purposes.

After the applicable retention period, we securely delete or anonymize personal data unless a longer retention period is required by law or is necessary for the establishment, exercise, or defense of legal claims.

7. Data Security

We maintain appropriate administrative, technical, and physical safeguards designed to protect personal data against unauthorized access, disclosure, alteration, and destruction. These include access controls, encryption of data in transit and at rest where appropriate, and vendor security assessments. However, no security measures are perfect or impenetrable, and we cannot guarantee the security of personal data transmitted to or stored on the Platform. You are responsible for maintaining the security of your account credentials.

In the event of a personal data breach that is likely to result in a risk to your rights and freedoms, we will notify you and relevant regulatory authorities as required by applicable law.

8. Your Privacy Rights

8.1 U.S. Users

Users have the following rights with respect to their personal data, to the extent applicable under the laws of their state of residence. These rights are available to California residents under the California Consumer Privacy Act, as amended by the California Privacy Rights Act (“CCPA”), and to residents of other U.S. states that have enacted comprehensive consumer privacy legislation, including Virginia (VCDPA), Colorado (CPA), Texas (TDPSA), Connecticut (CTDPA), and other states with substantially similar laws (each, an “Applicable State Privacy Law”): (a) the right to know what personal data we collect about you and how it is used and disclosed; (b) the right to request deletion of personal data we hold about you, subject to the legal retention obligations described in Section 6 and any other exception permitted under Applicable State Privacy Law; (c) the right to correct inaccurate personal data; (d) the right to obtain a copy of personal data you have provided to us in a portable format, where required by Applicable State Privacy Law; and (e) the right not to be discriminated or retaliated against for exercising any of the foregoing rights. We do not sell personal data and do not share or process personal data for purposes of targeted advertising, so opt-out rights with respect to such activities are not applicable. Where an Applicable State Privacy Law grants rights that are not listed above, we will honor such rights to the extent required by law; please contact IR@vestrs.com to submit a request.

8.2 Non-U.S. Users

If you are located outside the United States, you may have additional rights with respect to your personal data under the applicable data protection or privacy laws of your jurisdiction. These rights may include: (a) the right to access personal data we hold about you; (b) the right to correct inaccurate or incomplete personal data; (c) the right to request deletion or erasure of personal data, subject to our legal retention obligations and any other lawful bases for processing; (d) the right to restrict or object to the processing of your personal data in certain circumstances; (e) the right to data portability, where applicable under local law; (f) the right to withdraw consent for marketing communications, without affecting the lawfulness of processing prior to withdrawal; and (g) the right to lodge a complaint with the relevant data protection authority or supervisory body in your jurisdiction. The availability and scope of these rights may vary depending on the laws applicable in your country of residence. To exercise any of the above rights, please contact IR@vestrs.com.

8.3 All Users

To exercise any privacy right, please submit a written request to IR@vestrs.com with sufficient information to identify your account and describe the right you wish to exercise. We will respond within thirty (30) days. In some cases, we may request additional information to verify your identity before processing your request. We may decline requests that are manifestly unfounded or excessive. Mandatory KYC/AML and regulatory recordkeeping obligations may prevent us from fulfilling deletion requests with respect to certain categories of data.

9. Cookies and Analytics

The Platform may use cookies and similar technologies for session management, security, and platform analytics. We do not use third-party advertising cookies, the Meta Pixel, or similar advertising technologies on the Platform. If we introduce analytics tools that involve third-party data sharing in the future, we will update this Privacy Policy and implement appropriate consent mechanisms. You may configure your browser to reject cookies; however, certain Platform functionality may not operate correctly without cookies.

10. Updates to This Privacy Policy

We may update this Privacy Policy from time to time to reflect changes in our practices, applicable law, or Platform features. For material changes, we will provide written notice to your registered email address at least thirty (30) days before the changes take effect. For non-material changes, we will post the updated Privacy Policy to the Platform with an updated Effective Date. Your continued use of the Platform after the effective date of material changes, following receipt of notice, constitutes acceptance of the updated Privacy Policy. If you do not accept material changes, you should cease using the Platform and contact IR@vestrs.com to close your account.

11. Jurisdiction-Specific Notes

These Terms are not directed at residents of the United Kingdom or European Economic Area (EEA), and the Platform does not accept investments from UK or EEA residents at this time. If applicable law requires us to extend specific privacy rights to UK or EEA residents who access the Platform, we will update this Privacy Policy accordingly.

Nothing in this Privacy Policy limits any right or obligation under applicable AML, securities, tax, or other regulatory law.

12. Force Majeure

We shall not be liable for any delay or failure to perform our obligations under this Privacy Policy, including obligations to respond to data subject requests, provide breach notifications, or maintain specific security measures, where such delay or failure results from causes beyond our reasonable control, including but not limited to acts of God, natural disasters, pandemic or epidemic events, war, terrorism, civil unrest, governmental action or regulatory orders, power or internet outages, cyberattacks by third parties, or failure of third-party infrastructure or service providers on whom we rely.

In such circumstances, we will: (a) notify affected users as soon as reasonably practicable; (b) use commercially reasonable efforts to mitigate the impact on the security and confidentiality of your personal data; (c) resume full compliance with our privacy obligations as soon as the circumstances permit; and (d) prioritize the protection of personal data security and confidentiality to the extent practicable in the circumstances, including by implementing emergency access controls or data isolation measures where a cyberattack or infrastructure failure poses a risk to personal data.

Nothing in this Section limits any obligation imposed on us by applicable law that cannot be waived by contract, including mandatory breach notification deadlines or regulatory reporting requirements under applicable data protection law.

BY ACCESSING OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND AGREE TO BE BOUND BY THEM.

Vestrs LLC | IR@vestrs.com | vestrs.com