Company: RE+CIRCLE (African SVP cluster and downstream SPVs)

Investor: RE+CIRCLE Baseline Africa Operations Investor ("Partner")

Equity Offered: 10% equity in all RE+CIRCLE African SVPs (entire downstream)

Total Commitment: $ 3.5 million (minimum $ 1M ticket size)

Structure: Pre-equity allocation; activated through staged payment schedule

Evergreen: 60-70% of proceeds reinvested into next wave African SVP clusters

Baseline operational financing of RE+CIRCLE African Studio operations over initial 3.5-year development period

Venture development, personnel, systems, and co-founding activity across African SPVs

Case (indicative): If HoldCo holds 80% equity in all RE+CIRCLE SPVs:

RE+DUCE, RE+CYCLE, RE+CHARGE RE+FUEL, RE+TYRE, RE+GRAPHIX, RE+PLASTIX, RE+SOURCE; then

Baseline Partner indirectly owns 8% of each SPV (10% x 80%)

10% voting rights in RE+CIRCLE Africa Investment Committee

Participation in dividend distributions

Optional observer or seat on RE+CIRCLE Africa Operating Board

Full access to project pipeline, milestones, and SPV co-investment rights

Instrument Type: Equity

Jurisdiction: TBD upon RE+CIECLE and cornerstone Baseline Partner preference.

Documentation: Full shareholder agreement, IP assignment, and drag/tag clauses to apply

Term sheet review and negotiation

Legal documentation and execution

Initial payment transfer to secure allocation