Acquire 49% of
Owner AI Platform

1. Object of Sale. Dauren Monteiro ("Seller"), sole founder and majority shareholder of Owner AI Platform ("Company"), hereby offers for sale forty-nine percent (49%) of the total equity interest in the Company, including all associated rights, for the total consideration of Ten Million United States Dollars (USD $10,000,000.00).

2. Scope of Participation. The acquired stake entitles the Buyer to: (a) 49% of all distributed profits and dividends; (b) 15% perpetual royalty on gross platform revenue, payable quarterly; (c) three (3) seats on the Board of Directors; (d) full ratchet anti-dilution protection in subsequent funding rounds; (e) proportional participation in all future token distributions; (f) co-ownership rights over intellectual property, trademarks, and domain assets.

3. Royalty Rights. The Buyer shall receive a perpetual, irrevocable royalty of fifteen percent (15%) calculated on gross revenue from all platform operations, including but not limited to: subscription fees, marketplace commissions, token transaction fees, licensing revenue, and any derivative income streams. This royalty survives any change of control, merger, or acquisition.

4. Governance. The Seller retains fifty-one percent (51%) equity and the casting vote (voto de minerva) in the event of a tie on the Board. All strategic decisions exceeding USD $500,000 require supermajority approval (75%). The Buyer's three board seats are irrevocable during the term of ownership.

5. Vesting & Lockup. Equity vests linearly over twenty-four (24) months with a six (6) month cliff. A twelve (12) month lockup period applies from closing date. Full acceleration of vesting occurs upon change of control.

6. Representations. The Company represents that it is duly organized under applicable law, has no undisclosed liabilities, and all intellectual property is free of encumbrances. Financial projections are provided in good faith based on current market conditions and growth trajectory.

7. Jurisdiction. This agreement shall be governed by the laws of the Federative Republic of Brazil and the Republic of Paraguay under the Maquila de Serviços framework (Law 7.547/2025), with arbitration in São Paulo, Brazil (ICC Rules).

8. Confidentiality. All information disclosed during due diligence is subject to strict confidentiality obligations surviving for five (5) years after disclosure.

This summary does not constitute a binding offer. The definitive agreement will be prepared by qualified legal counsel upon expression of interest. All financial projections are forward-looking statements subject to market conditions. Past performance does not guarantee future results.