ETO Term Sheet - Greyp Bikes d.o.o.

LLC

ETO TERM SHEET

Greyp Bikes d.o.o., (the "Company"), registered with the commercial register of Croatia
under 03627403593 with business address at Ljubljanska 7, 10431 Sveta Nedelja,
Croatia is seeking prospective investors to fund the continued growth and development
of its business.

Prospective investors will be offered equity-like rights in the Company digitally represented
by tokens ("Equity Tokens"). The Company's offer of Equity Tokens ("ETO") takes place
exclusively through the Neufund Platform, a user-friendly platform where technology
startups can access a global pool of investors and fundraise in a legally-compliant
manner.

This term sheet sets forth the Company's intention to offer Equity Tokens under the terms
set forth below. Please note that this offer is tentative and the sale of Equity Tokens is
conditional on (i) regulatory approval by the competent financial authority (where
applicable) and the (ii) minimum investment amount being filled. If the minimum
investment amount is not achieved by the expiry of the ETO Term (as described below),
the ETO shall be deemed failed and no capital increase shall be effective.

Company Overview
Founding date: The Company was founded on 2013-09-27 .
The company is established for an
indefinite term.

Purpose of the Company: Limited liability company based in Sveta

Nedelja, Croatia, high-tech mobility
company producing electric bikes and
components.

Authorized capital: No authorized capital specified.

Existing shares: 278 shares with HRK the nominal value in the
share capital of HRK 100.00 value each

1
ETO Term Sheet - Greyp Bikes d.o.o. LLC

(approximately HRK 100.00 = EUR 13.50)

Existing Shareholders Mate Rimac - 117 shares

Porsche Engineering Group GmbH - 30
shares
Camel Group Co ., Ltd. - 48 shares
China Dynamics (Holdings) Limited - 20
shares
New Automovile Development LLP - 12
shares
Adriano Mudri - 31 shares
Others - 20 shares
Total - 278 shares

Shareholder Structure Post-ETO: The shareholder structure upon closing of the

ETO shall include 6 to 30 new shares
issued, depending on the amount raised.

Outstanding Liabilities/ Shareholder 667 351.00 EUR long term loan .

loans:

Investment Overview
Company Pre-Money Valuation: 45 000 000

Discounted Company Pre-Money 40 500 000

Valuation:

Whitelist Discount: 10%

Neufund ICBM investors will receive the

Whitelist Discount.

Minimum Investment Amount: 971 223.02 EUR (discount not included)

Maximum Investment Amount: 4 856 115.11 EUR

2
ETOTerm Sheet - Greyp Bikes d.o.o. LLC

l\llin.amount of shares to be issued: 6

l\llax.amount of shares to be issued: 30

Maximum discounted investment 4 370 503.60 EUR

amount:

Share price: 161 870.50 EUR

Shareholder and Token Holder Rights

Existing company rules:

Vesting for founders: No

Drag-Along-Right for shareholders: If a majority of the Shareholders agree to

sell all Shares in the Company all
Shareholders - and all Equity Token
Holders shall be obliged to sell their
respective shares under the same
terms and conditions. The execution of
the sale of Shares shall be subject to
full payment of the purchase price to
Equity Token holders.

Tag-Along-Right for shareholders: Tag Along Rights attaching to the newly

issued shares will be reflected in the
Equity Token. This means that if shares
in the Company are transferred and
result in a Change of Control (a sale,
exchange , contribution or other transfer
of (i) more than fifty percent (50%) of
the Shares in the Company, or (ii) the
controlling voting power of the
Company). This Tag Along Right will

3
ETO Term Sheet - Greyp Bikes d.o.o. LLC

entitle the Nominee to transfer all new

shares (not only a pro rata) unless
Equity Token holders agree otherwise.

Shareholder Rights:

Nominee Voting Rights: Yes

General voting duration for shareholders 10

in days:

Restricted voting duration for 14

shareholders in days:

Shareholder voting majority in %: 50%

Information rights for shareholders: Yes

Dividend rights for shareholders: Yes

Liquidation preference: Equity Tokens representing New Shares

shall not have a liquidation preference
and the Nominee on behalf of the
Equity Token Holders shall not receive
out of the Exit Proceeds any amounts in
preference to other shareholders. After
distribution of any liquidation
preferences set forth in the
Shareholders' Agreement and/or
Articles of the Company, the remaining
Exit Proceeds shall be allocated to all
shareholders (including the Nominee on
behalf of the Equity Token Holders) on
a pro rata basis with respect to all

4
ETO Term Sheet - Greyp Bikes d.o.o. LLC

[ shares.

Equity Token Sale

Presale duration: 14 days

Public ETO duration: 30 days

Share/Token Representation: 1 00 0000

Token Symbol: GRP

Token Standard: ERC-20 token

Equity Token price: 0.1618705036

Discounted price of Equity 0.1456834532

Token:

Min. Equity Token Supply: 6 000 000

Max. Equity Token Supply in no maximum limit set

presale:

Currencies accepted: ETH , EUR

Any funds provided in a currency different from

EURO shall be converted into EURO amounts
based on the respective currency-to-EURO rate
of the day available at
htt12s://coinmarketca12.com/currencies/ethereum/
for cryptocurrencies.

Min. ticket size: 100 EUR

Max. ticket size: Not higher than max. Investment amount.

5
ETO Term Sheet - Greyp Bikes d.o.o . LLC

Token Distribution: After ETO ends

Transferability of Equity Token: Equity Tokens are transferable.

Tradability of Equity Token: The Equity Tokens are potentially tradeable,

however a trade has not yet been initiated by
the Company and there is no guarantee that a
trade will be initiated. When trading is initiated,
token holders will be informed through the
Issuer's page on the Platform.

Allocation of Funds: We will use proceedings using following allocation:

Working capital increase - 49%
Capex R&D 31%
Capex Operations 11%
Cost of capital raising - 9%

The Business plan of the Company is available for download on the Company listing page
on the Company's website under the link
https://platform. neufund. org/eto/view/1 eb004fd-c44d-4bed-9e 76-0e0858649587

Final Provisions
Exclusivity: Company commits to not conduct any other equity
token offering or initial coin offering on any other
platform other than Neufund for a period of 6
months after signing date.

Expenses: The Company will bear all transaction-related costs

of the Company (e.g . court/commercial register
fees, costs of legal counsel/law firm retained by
the Company, etc.).

6
ETO Term Sheet - Greyp Bikes d.o.o. LLC

Miscellaneous: The Company shall act in good faith to execute the

terms of its ETO as stated in this term sheet.
Except for the sections exclusivity, expenses
and miscellaneous, this term sheet is non-
binding. Any disputes arising from this term
sheet will be subject to the laws of Germany
with the courts of Berlin having exclusive
jurisdiction.

Date: 13.09.2019
Place: Sveta Nedelja, Croatia

Managing Director of Greyp Bikes d.o.o.

Kresimir Hlede