Summary

MOU for Investment and Strategic Partnership

This Memorandum of Understanding sets out the intended investment relationship between H44S (Pty) Ltd and the Investor to fund and scale the Driven Processes platform. It outlines available funding structures, governance expectations, and milestones.

Company

H44S (Pty) Ltd

Investor

TBD Investor

Effective Date

17 February 2026

Jurisdiction

South Africa

Funding Structures

Convertible Note

Investor provides capital as a convertible instrument into equity upon a qualified round.

Conversion at next equity raise (discount + valuation cap to be agreed).
Interest accrues until conversion.
Conversion event includes qualified financing or change of control.

Loan Facility

Investor provides a debt facility to be repaid from revenue over an agreed term.

Fixed interest rate and repayment schedule to be agreed.
Optional revenue-share or success fee kicker.
Security and guarantees to be agreed.

Equity Investment

Investor purchases equity upfront at a negotiated valuation.

Share class and rights to be agreed.
Board or observer rights to be agreed.
Standard founder vesting and IP assignment.

Acquisition Option

100% application acquisition + Geek247 contract.

Investor may acquire 100% of the application and related IP.

Geek247 is awarded a development and management contract post-acquisition.

Contract includes roadmap delivery, ops support, and ongoing maintenance.

Pricing and term to be negotiated in the definitive agreement.

Governance & Reporting

Approval-first governance for material changes, spend, and hiring.

Monthly reporting: KPIs, cash flow, milestone progress.

Audit logs and compliance documentation maintained by the platform.

Any change in funding structure or acquisition terms will be documented in a definitive agreement.

Milestones

Phase 1: App creation wizard live and customer onboarding functional.

Phase 2: Integrations + command center active with approval queue.

Phase 3: Orchestrated agents executing with policy gates.

Phase 4: Autonomous department packs launched.

Phase 5: Full business autonomy with continuous improvement engine.

Non-Binding Terms

This MOU is non-binding except for confidentiality, exclusivity, and cost clauses.

Definitive agreements will govern final terms.

Company Signature

______________________________

H44S (Pty) Ltd

Investor Signature

______________________________

TBD Investor

This MOU is intended as a good-faith summary and does not constitute legal advice. Parties should obtain independent legal counsel before executing definitive agreements.