DELT Coin Pty Ltd

INVESTOR SUBSCRIPTION AGREEMENT

DELT Coin Pty Ltd

(ACN: [673 397 849]

New South Wales, Australia

1. DEFINITIONS & INTERPRETATION

In this Agreement, unless the context otherwise requires:

• “Company” means DELT Coin Pty Ltd

• “Investor” means the person or entity executing this Agreement

• “Project” means the Broulee, NSW real estate acquisition and development

• “Subscription Amount” means USD $50,000 per investor

• “Token” means the internal digital record of economic interest

• “Effective Date” means the date of acceptance by the Company

Headings are for convenience only and do not affect interpretation.

2. SUBSCRIPTION

2.1 The Investor hereby applies to subscribe for participation in the Project in consideration of payment of the Subscription Amount, subject to acceptance by the Company.

2.2 This Agreement is not binding unless and until the Company formally accepts the subscription.

2.3 The Company reserves the absolute right to reject any subscription, in whole or in part, without providing reasons.

3. SUBSCRIPTION AMOUNT & PAYMENT TERMS

3.1 The total Subscription Amount is USD $50,000.

3.2 Payment shall be made as follows:

• USD $10,000 payable upon execution of this Agreement (“Initial Buy-In”)

• USD $40,000 payable within 30 days of acceptance

3.3 Failure to complete payment within the required timeframe may result in termination of this Agreement at the Company’s discretion.

4. USE OF FUNDS

4.1 Funds contributed under this Agreement shall be applied strictly in accordance with the PPM.

4.2 The Investor acknowledges that:

• Round One funds are allocated exclusively to asset acquisition

• Development activities are funded separately and subsequently

5. INVESTOR ELIGIBILITY & REPRESENTATIONS

The Investor represents and warrants that:

5.1 They are a wholesale and/or sophisticated investor under the Corporations Act 2001 (Cth).

5.2 They are capable of evaluating the merits and risks of the investment.

5.3 They have had the opportunity to seek independent legal, financial, and tax advice.

5.4 They are not relying on any representations other than those contained in the PPM and this Agreement.

6. ECONOMIC INTEREST

6.1 Upon acceptance and funding, the Investor shall be allocated an economic participation equivalent to 0.5% of the Project, subject to dilution only as expressly permitted under governing documents.

6.2 The Investor’s interest entitles them to:

• Proportional participation in distributable net income (if any)

• Proportional participation in asset value on exit

6.3 The Investor has no voting, management, or operational control rights.

7. TOKEN ACKNOWLEDGEMENT

7.1 The Investor acknowledges that the Token:

• Is an internal administrative record only

• Does not constitute equity, a security, or a public crypto asset

• Does not confer ownership independent of this Agreement

7.2 The Token is non-transferable except as permitted by the Company.

8. DISTRIBUTIONS

8.1 Distributions, if any, are:

• Determined at the discretion of management

• Subject to cash flow, reserves, and operational requirements

8.2 No distribution is guaranteed.

8.3 Distributions are expected to be assessed on a quarterly basis, but timing and amounts may vary.

9. TRANSFER RESTRICTIONS

9.1 The Investor may not sell, assign, or transfer their interest without prior written consent of the Company.

9.2 Any permitted transfer shall be subject to:

• Replacement investor eligibility

• Execution of new subscription documentation

10. TERM & TERMINATION

10.1 This Agreement commences on the Effective Date and continues until the Project is wound up or the Investor’s interest is otherwise lawfully terminated.

10.2 The Company may terminate this Agreement if the Investor breaches its terms or fails to complete payment obligations.

11. LIMITATION OF LIABILITY

11.1 The Investor acknowledges that investment outcomes are uncertain.

11.2 To the fullest extent permitted by law, the Company excludes liability for:

• Investment losses

• Delays

• Market conditions

• Development outcomes

12. CONFIDENTIALITY

12.1 The Investor shall keep all non-public information confidential.

12.2 Confidentiality obligations survive termination of this Agreement.

13. ENTIRE AGREEMENT

13.1 This Agreement, together with the PPM, constitutes the entire agreement between the parties.

13.2 No amendment is effective unless in writing and signed by the Company.

14. GOVERNING LAW & JURISDICTION

14.1 This Agreement is governed by the laws of New South Wales, Australia.

14.2 The parties submit to the exclusive jurisdiction of NSW courts.

15. EXECUTION

Executed as an agreement: