Terms of Service

1. Preamble & Purpose

These General Terms of Service (the "Terms") govern the access to and use of the website accessible at warren.trade (the "Website"), published by Warren, a société par actions simplifiée (SAS), registered with the Paris Trade and Companies Register under number 101 831 089, with registered office at 19 rue du Quatre-Septembre, 75002 Paris (hereinafter "Warren").

By accessing or using the Website, including browsing its pages, submitting forms, or expressing interest in any opportunity, you acknowledge that you have read, understood, and agree to be bound by these Terms in their entirety. If you do not agree, you must discontinue use of the Website immediately.

These Terms should be read in conjunction with our Privacy Policy and Legal Notice, which form an integral part of the contractual framework.

2. Definitions

3. Eligibility & Access

The Website is accessible to any person with an internet connection. However, the opportunities and services presented on the Website are exclusively reserved for Qualified Investors and professional investors as defined by applicable regulations.

Investor Qualification

By expressing interest in any opportunity on this Website, you represent and warrant that you are a Qualified Investor or professional investor, that you have sufficient knowledge and experience in financial matters to evaluate the risks associated with investments in private companies, and that you can bear the total loss of any amounts invested.

Warren reserves the right to request, at any stage, documentation evidencing your investor qualification status and to refuse access to its services if such documentation is not provided or is deemed insufficient.

Users must be at least 18 years of age and have full legal capacity to enter into binding agreements.

4. Description of Services

Warren acts as a technology and structuring platform facilitating secondary market transactions in shares of private technology companies. Warren's services include:

• Sourcing — Identification of secondary market opportunities through Warren's international network.

• Structuring — Legal and financial structuring of each transaction through a Dedicated Investment Vehicle (SPV) under Luxembourg law, in partnership with Overlord SAS.

• Execution — Facilitation of the subscription process and transaction closing.

• Co-investment — Warren systematically invests alongside its investors in each transaction, ensuring alignment of interests.

Warren does not provide personalized investment advice within the meaning of Article L.321-1 of the French Monetary and Financial Code. Information presented on the Website is for informational purposes only and should not be construed as a recommendation to buy or sell any security.

5. Expression of Interest Process

Users may submit an Expression of Interest through the forms available on the Website. It is expressly understood that:

• An Expression of Interest is non-binding and does not constitute a commitment to invest, a subscription order, or a contractual obligation of any kind.

• Warren is under no obligation to accept or act upon any Expression of Interest received.

• Any actual investment will be subject to separate subscription documentation, KYC/AML verification, and specific terms governing the relevant SPV.

• Amounts indicated in an Expression of Interest are indicative only and do not bind the User to a specific investment amount.

Following an Expression of Interest, Warren may contact you to discuss the opportunity, verify your eligibility, and provide additional documentation. The subscription process is finalized exclusively through the legal documentation provided by our partner Overlord SAS.

6. Fee Structure

Access to the Website and submission of Expressions of Interest are free of charge.

Investment in an SPV structured by Warren is subject to the following fees, which are detailed in the subscription documentation specific to each transaction:

Structuring Fees

One-time fee covering deal sourcing, due diligence, legal structuring, and transaction costs. The applicable rate is disclosed in the subscription documentation for each SPV.

Management Fees

Annual fee covering SPV administration, regulatory reporting, and ongoing investor relations. The applicable rate and duration are disclosed in the subscription documentation for each SPV.

Carried Interest

Performance-based fee calculated on the net gain realized upon exit, subject to the terms and thresholds defined in the subscription documentation for each SPV.

Warren is committed to full transparency regarding all applicable fees. No hidden charges are applied. The exact fee schedule for each transaction is provided to investors before any subscription commitment.

7. Risk Warnings

Important Risk Information

Investing in secondary shares of private companies is speculative in nature and involves a high degree of risk. You should carefully consider the following risk factors before expressing any interest.

Capital Loss

Investors may lose all or a substantial portion of their invested capital. There is no guarantee of return.

Illiquidity

Shares in private companies are not listed on any public exchange. There is no guaranteed secondary market for SPV interests, and exit timelines are uncertain.

Dilution

Future financing rounds by portfolio companies may dilute the value of existing shares held through the SPV.

Valuation Uncertainty

Private company valuations are inherently uncertain and may differ significantly from eventual exit valuations.

Regulatory & Tax Risks

Changes in regulations or tax legislation in any relevant jurisdiction may adversely affect the value of investments or the structure of the SPV.

Concentration

Each SPV is typically invested in a single company, providing no portfolio diversification within the vehicle.

This list is not exhaustive. Additional risks specific to each transaction are detailed in the subscription documentation for each SPV. Users are strongly encouraged to seek independent professional advice before making any investment decision.

8. Confidentiality

Certain information presented on the Website or communicated during the investment process may be of a confidential nature, including but not limited to: deal terms, pricing, company financial data, and investor lists.

By accessing such information, you agree to treat it as strictly confidential and not to disclose, reproduce, or distribute it to any third party without the prior written consent of Warren. This obligation of confidentiality survives the termination of these Terms for a period of 3 years.

This obligation does not apply to information that: (a) is or becomes publicly available through no fault of the User; (b) was already known to the User prior to disclosure; (c) is required to be disclosed by applicable law, regulation, or judicial order.

9. User Obligations

By using the Website, you agree to:

• Provide accurate, complete, and up-to-date information in all forms and communications.

• Not use the Website for any unlawful purpose or in violation of applicable regulations.

• Not attempt to gain unauthorized access to any part of the Website, its servers, or any connected systems.

• Not engage in any automated data collection (scraping, crawling) without Warren's prior written consent.

• Comply with all applicable laws and regulations, including sanctions, anti-money laundering, and anti-bribery laws.

Warren reserves the right to suspend or terminate access to the Website for any User who fails to comply with these obligations, without prior notice and without prejudice to any other rights or remedies.

10. Intellectual Property

All content on the Website — including texts, graphics, logos, images, software, and underlying code — is the exclusive property of Warren or its licensors and is protected by applicable intellectual property laws. Any unauthorized reproduction, distribution, or exploitation is prohibited. For more details, please refer to Section 4 of our Legal Notice.

11. Limitation of Liability

Warren provides the Website and its content on an "as is" basis. Warren makes no warranties, express or implied, regarding the accuracy, completeness, or fitness for a particular purpose of the information provided.

Warren's obligations under these Terms are obligations of means (obligations de moyens), not of result. To the fullest extent permitted by applicable law, Warren shall not be liable for:

• Any direct or indirect loss arising from the use of the Website or reliance on its content.

• Any loss resulting from investment decisions, whether or not based on information found on the Website.

• Service interruptions, technical failures, or events beyond Warren's reasonable control (force majeure).

Nothing in these Terms shall exclude or limit liability that cannot be excluded or limited under applicable French law.

12. Modifications

Warren reserves the right to modify these Terms at any time. The updated version will be published on the Website with the revised "Last updated" date.

Significant changes will be communicated through a notice on the Website. Continued use of the Website after any modification constitutes acceptance of the revised Terms. If you do not agree with the modified Terms, you must discontinue use of the Website.

13. Governing Law & Jurisdiction

These Terms are governed by and construed in accordance with French law.

Any dispute arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the competent courts of Paris, France, unless mandatory legal provisions provide otherwise.

In the event of a discrepancy between different language versions of these Terms, the French version shall prevail.