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Term Sheet Draft

RE+CIRCLE Baseline Capital Partner Africa

Parties

  • Company: RE+CIRCLE (African SVP cluster and downstream SPVs)
  • Investor: RE+CIRCLE Baseline Africa Operations Investor ("Partner")

Investment Overview

  • 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

Use of Proceeds

  • 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

Payment Schedule

RE+CIRCLE Shareholding Structure (Post-Money, indicative)

Investment Exposure

  • 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%)

Governance & Rights

  • 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

Legal Terms

  • 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

Next Steps

  • Term sheet review and negotiation
  • Legal documentation and execution
  • Initial payment transfer to secure allocation

This term sheet is indicative, non-binding, and for discussion purposes only. A full investment agreement will be drafted upon mutual agreement of terms.