Pre-seed SAFE memorandum

DRAFT — SUBJECT TO LEGAL REVIEW. This template is not legal advice and must be reviewed by Rainpay's legal counsel before any investment is accepted. PRIVATE PLACEMENT MEMORANDUM AND SAFE TERMS — RAINPAYTECH LTD ("Rainpay") 1. The offer Rainpay is raising up to US$500,000 by way of Simple Agreements for Future Equity ("SAFEs") at a post-money valuation cap of US$5,000,000. The minimum ticket is US$5,000. This is a private offer made only to the person named in the term sheet. It is not an offer to the public. 2. Who may invest Only accredited, sophisticated or high-net-worth investors, angels, funds and syndicates who confirm they understand the risks and can bear the loss of their whole investment. Every investor must have a verified Rainpay identity. 3. How a SAFE works You pay your investment amount now. In return you receive the right to shares later. On a priced equity financing, your SAFE converts into preference shares at the lower of (a) the price implied by the valuation cap and (b) the round price less any discount stated in your term sheet. On a sale or listing of Rainpay before conversion, you receive the greater of your investment back or the value of the shares you would have received at the cap. On a dissolution you rank ahead of ordinary shareholders for the return of your investment, to the extent assets allow. 4. Use of funds Product and engineering, regulatory licences and compliance, customer acquisition, and working capital. 5. Payment and escrow Payments are made in Naira from your Rainpay wallet at the US$/₦ rate locked when you sign. Money is held in a separate round escrow balance and is not used by Rainpay until the round closes. If the round is cancelled, every Naira paid is returned to your wallet in full. 6. Investor rights Annual financial statements; notice of any priced round; pro-rata right to invest in the next priced round for tickets of US$25,000 or more. 7. Risk factors - Early-stage companies often fail. You could lose all the money you invest. - A SAFE is not a share today. It converts into shares only if Rainpay raises a priced round, is sold, or lists. - You cannot easily sell or transfer a SAFE, and there may never be a market for it. - Later funding rounds will reduce (dilute) your percentage ownership. - Rainpay operates in regulated payments markets; changes in rules or partner relationships can affect the business. - Naira amounts are converted at the rate locked when you sign; currency movements after that are your risk. 8. Regulation This offer is intended to rely on the private placement provisions of the Investments and Securities Act 2025 and the rules of the Securities and Exchange Commission, Nigeria. Nothing in this document is an offer to the public. 9. Governing law Laws of the Federal Republic of Nigeria. Disputes go to arbitration in Lagos. 10. Electronic signature By typing your name and drawing your signature you agree that your electronic signature is as binding as a handwritten one. Rainpay records the time, device, network address and a fingerprint of this exact document version.