Investor / Corporate Information

AQNOVA MARKETPLACE

Global Legal Footer Framework

Comprehensive Compliance & Platform Governance Reference

INFORMATION PAGE

Corporate Governance | Financial Disclosures | Global Regulatory Compliance

investor.aqnova.co | Arivon Holding Corporation

Effective Date: April 7, 2026 | Version 1.1 | Revised: [Amendment Date]

This Section 7 — Investor & Corporate Information Page (Version 1.1) establishes the framework for AqNova Marketplace's investor relations infrastructure, corporate governance disclosures, financial transparency obligations, and the structure of the investor.aqnova.co portal. It is designed to serve pre-seed, seed, Series A, and strategic investors conducting due diligence on Arivon Holding Corporation and the AqNova Platform, as well as to meet applicable financial disclosure and corporate governance legal requirements across all jurisdictions where AqNova operates.

Arivon Holding Corporation is a privately held corporation. This document does not constitute a public disclosure under any securities exchange regime. All financial information and projections are provided for investor due diligence purposes only, under confidentiality.

7.1 Corporate Identity & Entity Structure

7.1.1 Corporate Structure

AqNova Marketplace is the primary operating brand of Arivon Holding Corporation, a California-incorporated holding company. The corporate structure is designed to support global operations across 25+ jurisdictions through a combination of the parent holding entity and regional subsidiaries or registered presences.

7.2 Corporate Governance Framework

AqNova's corporate governance framework is designed to meet the expectations of institutional and strategic investors, comply with applicable securities and corporate governance law, and reflect AqNova's commitment to transparency, accountability, and long-term value creation. The framework is built on five governance pillars:

7.2.1 Board of Directors

Arivon Holding Corporation's Board of Directors is responsible for the strategic oversight of AqNova's business and for protecting the long-term interests of all shareholders. The Board's composition, as it evolves with investment rounds, is designed to include:

Founder/CEO Director: Ubon (Founder & CEO, Arivon Holding Corporation) — permanent founding director with deep operational knowledge of the Platform, sustainable commerce landscape, and AqNova's mission.

Independent Directors: AqNova intends to appoint independent directors with expertise in global e-commerce, sustainable business, impact investing, African and emerging market commerce, and regulatory compliance following Series A or equivalent institutional investment.

Investor Directors: Lead investors in each funding round will be offered observer rights or board seat rights consistent with their investment terms and applicable corporate governance standards.

Advisory Board: AqNova maintains a Strategic Advisory Board comprising domain experts in sustainability, global trade, digital commerce, and regional market development who provide non-fiduciary guidance to the executive team.

7.2.2 Governance Documents Available to Investors

The following corporate governance documents are available to investors at investor.aqnova.co under executed NDA, or in redacted form in the public investor information section:

Certificate of Incorporation and Articles of Incorporation — Arivon Holding Corporation (California).

Bylaws of Arivon Holding Corporation — current version.

Capitalization Table (Cap Table) — current and projected post-investment, including option pool.

Shareholder Agreement — terms governing investor rights, transfer restrictions, drag-along/tag-along provisions, anti-dilution protections, and information rights.

Board Resolutions — material corporate authorizations and approvals.

Conflict of Interest Policy — governing related-party transactions and board member conflicts.

Insider Trading Policy — governing trading in securities by insiders and the confidentiality of material non-public information.

Whistleblower Policy — encouraging reporting of financial misconduct, fraud, or regulatory violations.

Data Protection and Cybersecurity Governance Policy — board-level oversight of information security.

7.2.3 Financial Controls & Audit

AqNova's financial control environment includes:

Accounting standards: Financial statements are prepared in accordance with US Generally Accepted Accounting Principles (US GAAP) for domestic reporting. AqNova monitors thresholds for IFRS compliance requirements in international jurisdictions.

External audit: AqNova will engage an independent registered public accounting firm for financial statement audit at the earlier of: (a) the first institutional funding round requiring audited financials; (b) the date AqNova's annual revenue exceeds applicable regulatory audit thresholds; or (c) at the request of lead investors.

Internal controls: AqNova implements internal financial controls consistent with the COSO Internal Control Framework, covering authorization of transactions, segregation of duties, financial reporting accuracy, and fraud prevention.

Bank reconciliations: Monthly reconciliation of all bank and payment processor accounts. AqNova maintains separate bank accounts for operating funds, vendor settlement reserves, and tax reserves.

7.3 Investor Relations Portal — investor.aqnova.co Architecture

The investor.aqnova.co portal is AqNova's dedicated investor relations platform, providing investors, analysts, and authorized due diligence parties with structured access to corporate governance documents, financial information, KPI dashboards, and management communications. The portal is organized into public and authenticated (NDA-gated) sections.

7.3.1 Investor Portal Security & Compliance

The investor.aqnova.co portal is secured with enterprise-grade authentication and data protection, consistent with the sensitivity of the financial and governance information it contains:

Authentication: Multi-factor authentication (MFA) required for all NDA-gated and authenticated sections. SOC 2-compliant identity verification for new investor registrations.

Data protection: All investor portal data is encrypted in transit (TLS 1.3) and at rest (AES-256). The portal complies with GDPR, UK GDPR, CCPA/CPRA, PIPEDA, and applicable data protection laws governing the personal data of investors in each jurisdiction.

Access logs: All access to NDA-gated materials is logged with timestamp, user identity, and document accessed. Logs are maintained for 7 years for legal and regulatory purposes.

Watermarking: Documents in the investor data room are dynamically watermarked with the recipient's identity to deter unauthorized distribution.

NDA enforcement: Access to gated materials requires prior execution of a valid NDA (see Section 7.14). AqNova monitors for unauthorized distribution of confidential materials.

7.4 Investment Thesis & Business Overview

7.4.1 Problem Statement

The sustainable commerce sector is fragmented, underserved, and systematically disadvantaged within the global e-commerce ecosystem. Conscious consumers — who represent the fastest-growing segment of global retail — have no dedicated, trusted, and globally accessible destination to shop for verified sustainable goods. Meanwhile, sustainable vendors — organic food producers, ethical fashion brands, eco artisans, clean technology companies, and emerging market ethical businesses — are forced to compete on generic marketplace platforms where they receive no premium for their sustainability credentials, no verification infrastructure, and no brand differentiation.

The problem is particularly acute for African and emerging market sustainable vendors, who face the additional barriers of complex cross-border payment infrastructure, limited global market access, and high platform costs relative to their operating margins. AqNova is built to solve both sides of this two-sided marketplace problem simultaneously.

7.4.2 Solution & Value Proposition

AqNova provides three core value propositions, one for each key stakeholder group:

For Conscious Consumers: A single, globally accessible, curated destination where every product has been reviewed, verified, and positioned for its sustainability credentials. No greenwashing navigation. No sustainability uncertainty. AqNova is the trusted source of truth for sustainable shopping.

For Sustainable Vendors: A platform built for them — with lower commission rates than generic platforms for comparable GMV, a sustainability-forward discovery algorithm, global buyer access across 25+ jurisdictions, mobile-first infrastructure for African and Latin American vendors, and a compliance framework that handles the regulatory complexity of global trade so vendors can focus on their craft.

For Investors: A high-growth, multi-layer-revenue sustainable commerce platform with a 20%+ blended take rate, strong SaaS subscription revenue, expanding retail media and fintech revenue streams, marketplace facilitator tax efficiency across 10+ jurisdictions, and a first-mover advantage in a category that is structurally growing faster than the broader e-commerce market.

7.5 Platform Revenue Architecture & Financial Disclosures

AqNova's revenue model is designed for both immediate cash generation from Day 1 and compounding long-term enterprise value. The platform generates revenue through eight distinct mechanisms, creating a diversified, multi-layer monetization architecture that reduces single-revenue-stream risk. Vendor commission rates are structured across two seller plan tiers: Pay-As-You-Grow vendors pay 10%–15% commission per transaction; Premium Seller Plan vendors pay 7%–9% commission per transaction. The blended effective take rate across the full platform targets 20%+, achieved through the category-weighted commission design described in Section 7.5.1, compounded by SaaS subscription revenue, retail media, logistics margin, and fintech rev-share — all layered on top of the base transaction commission.

7.5.1 Blended Take Rate Narrative & Comparison

AqNova targets a 20%+ blended effective take rate — the platform's most important monetization metric for investor evaluation. This is achieved through a combination of:

Category-weighted commission design: High-margin categories (Beauty 20%–28%, Wellness 25%–35%, Fashion 18%–26%) generate above-average commission rates that offset the lower-rate, high-ticket categories (EVs 3%–7%, Clean Tech 7%–13%). The full eight-tier commission matrix is documented in Section 8.8 of the Platform Fee Schedule.

Plan-based commission differential: Premium Seller Plan vendors pay 7%–9% commission vs. 10%–15% for Pay-As-You-Grow vendors. The blended effective rate reflects a mix of both plan cohorts. As the vendor base matures and more vendors upgrade to Premium, the absolute dollar commission per transaction increases (lower rate × higher GMV per Premium vendor).

SaaS subscription uplift: Subscription fees add approximately 2%–4% effective take rate to the overall GMV-relative revenue stack.

Retail media overlay: As vendor advertising spend scales, retail media adds a further 3%–6% additive effective yield on platform GMV.

Fintech and logistics additions: At scale, fintech rev-share and logistics margin add a further 2%–4% effective yield.

Competitive benchmark: AqNova's 20%+ blended take rate positions it favorably relative to Etsy (11%–14%), Depop (10%), and Notonthehighstreet (15%–25%). When compared to Amazon, AqNova's 20%+ is structurally different: Amazon's commonly cited 35%+ effective take rate for third-party sellers includes optional Fulfillment by Amazon (FBA) fees, advertising spend, and storage fees — components that are volume-dependent and not universally applicable. A like-for-like comparison of marketplace-facilitated commission-only rates places Amazon at approximately 15%–17% (equivalent to AqNova's blended commission layer before retail media and SaaS overlay). AqNova's commission-only blended rate of 20%+ is therefore competitive above Amazon's like-for-like commission rate, while remaining below luxury platform take rates such as Farfetch (30%+).

• Amazon effective take rate comparison note: Amazon's 35%+ figure cited in investor materials includes optional FBA fulfillment fees (~15%), advertising (~5%+), and subscription/storage fees in addition to the base referral fee (8%–17%). AqNova's 20%+ blended take rate is commission + SaaS + retail media, without mandatory fulfillment fees. Investors should use the commission-only Amazon referral fee (8%–17%) as the most directly comparable metric.

7.5.2 Founding Vendor Program (FVP) — Impact on Y1 Revenue Projections

A material item for investor due diligence: AqNova's Founding Vendor Program (FVP) — documented in full in Section 2 of the Platform Governance Framework — offers qualifying early-adopter vendors a 0% transaction commission and waived subscription fee for their first 12-month FVP Term. The FVP is structured across three tiers: Seedling (GMV up to $50K), Grove ($50K–$250K), and Canopy ($250K+).

7.5.3 Financial Projections Disclaimer

All financial projections, revenue targets, and enterprise value estimates contained in this document and on investor.aqnova.co are prepared by AqNova management based on internal assumptions, market research, and comparable company analysis. These projections are not audited and are subject to significant uncertainty. Key assumptions underlying the projections include: assumed vendor growth rates and GMV per vendor; assumed buyer acquisition rates and conversion; platform launch timing and FVP enrollment rates; non-FVP vendor cohort GMV and commission rates; and market conditions as of April 2026. Actual results may differ materially. Investors should conduct their own analysis and not rely solely on management projections.

7.6.1 Current Capitalization

AqNova is currently a privately held company in its pre-seed / seed stage. The full and current capitalization table (Cap Table), including founder shares, option pool, convertible instruments (if any), and prior investor positions (if any), is available in the NDA-gated investor data room at investor.aqnova.co.

7.6.2 Funding Rounds & Use of Proceeds

AqNova's funding strategy is structured to support sequential platform development and global market expansion:

7.7 Key Performance Indicators (KPIs) & North Star Metrics

AqNova tracks and reports three North Star metrics that drive all strategic decisions and reflect the health of the marketplace as a two-sided platform:

7.7.1 Full KPI Dashboard (Reported Quarterly to Investors)

7.8 Risk Factors — Comprehensive Global Disclosure

Investment in a private early-stage company involves substantial risk. The following risk factors are material and could adversely affect AqNova's business, financial condition, results of operations, and the value of any investment. This list is not exhaustive. Investors should review the full risk factor disclosure in the NDA-gated data room before making any investment decision.

A. Business & Execution Risks

Early-stage execution risk: AqNova is a recently launched platform. The business model has not yet been validated at scale. There is no guarantee that the platform will achieve projected GMV, vendor adoption, or buyer growth.

Two-sided marketplace challenge: Marketplace businesses require simultaneous growth on both supply (vendors) and demand (buyers) sides. Failure to achieve the right supply-demand balance could result in poor buyer experience or poor vendor experience.

Founding Vendor Program revenue timing: The FVP's 0% commission benefit creates a 12-month revenue lag for the FVP vendor cohort. If FVP enrollment is higher than modeled, Y1 commission revenue will be lower than the $850K target, even as total GMV meets or exceeds projections. See Section 7.5.2.

Vendor quality and compliance: AqNova's curation model depends on maintaining high vendor quality and sustainability standards. Failure to enforce standards could damage buyer trust. Over-enforcement could restrict vendor supply.

Competition: AqNova operates in a competitive landscape that includes general e-commerce platforms (Amazon, Etsy, Shopify), sustainability-focused platforms (Faire, EcoCart, Thrive Market), and regional marketplaces in its target markets.

Technology and platform reliability: Any significant platform outage, cyberattack, data breach, or technical failure could result in loss of revenue, loss of user trust, and regulatory liability.

B. Regulatory & Legal Risks

Multi-jurisdictional regulatory complexity: AqNova operates in 25+ jurisdictions with distinct consumer protection, data protection, tax, customs, and digital platform regulations. Non-compliance in any jurisdiction could result in fines, operational restrictions, reputational damage, and investor liability.

Data protection enforcement: GDPR, UK GDPR, LGPD, POPIA, NDPA, DPDPA, and equivalent laws impose significant obligations on platform operators. Data breaches or non-compliance could result in fines up to 4% of annual global turnover (GDPR) or equivalent in other jurisdictions.

Securities law compliance: Any fundraising activities must comply with applicable securities laws in each jurisdiction where offers are made.

Tax law changes: Digital services tax regimes, marketplace facilitator rules, and VAT/GST frameworks are evolving rapidly across all of AqNova's markets. Changes in applicable tax law could materially affect operating costs.

Sanctions and export control risk: AqNova's global operations expose it to OFAC, EU, UN, and national sanctions regimes.

C. Financial Risks

Funding risk: AqNova requires additional external capital to achieve its growth objectives. There is no guarantee that future funding rounds will be available on favorable terms or at all.

FVP-driven revenue shortfall: The FVP 0% commission benefit is a deliberate investment in vendor acquisition. If FVP enrollment significantly exceeds base case assumptions, Y1 commission revenue may be materially below the $850K target despite strong GMV performance. Investors should model a range of FVP enrollment scenarios.

Currency risk: AqNova operates in multiple currencies. Exchange rate fluctuations could materially affect reported revenue and payouts.

Payment processor dependency: AqNova's revenue collection depends on third-party payment processors. Processor failures, fee increases, or contract terminations could adversely affect operations.

Chargeback and fraud risk: E-commerce platforms are exposed to payment fraud, chargeback abuse, and friendly fraud.

D. Market & Macroeconomic Risks

Sustainable commerce market growth assumptions: AqNova's projections are premised on continued growth in conscious consumer spending. Economic downturns or shifting consumer priorities could affect market growth rates.

Africa market development risk: AqNova's Africa-first positioning is a differentiated strategy but also a risk concentration. Political instability, currency devaluation, infrastructure challenges, and regulatory uncertainty in African markets could delay or limit Africa-market revenue growth.

Geopolitical risk: Trade sanctions, tariffs, and geopolitical events affecting AqNova's supply chains or delivery routes could disrupt vendor fulfillment and buyer experience.

7.9 ESG & Impact Investing Framework

AqNova is an impact-first business. Environmental, Social, and Governance (ESG) considerations are not a reporting overlay on AqNova's business — they are its foundation. AqNova's ESG framework is structured around three impact pillars:

7.9.1 Impact Investor Thesis

AqNova is positioned for impact investors seeking market-rate financial returns alongside measurable social and environmental impact. The platform's impact investment thesis is supported by:

UNSDG alignment: AqNova's business model directly addresses UN Sustainable Development Goals 1 (No Poverty), 8 (Decent Work and Economic Growth), 10 (Reduced Inequalities), 12 (Responsible Consumption and Production), 13 (Climate Action), and 17 (Partnerships for the Goals).

Theory of change: By making sustainable products globally accessible and economically viable for producers in emerging markets, AqNova contributes to the transition of consumer economies toward sustainable consumption patterns at scale.

Impact measurement: AqNova tracks and reports: (a) number of vendors in emerging markets (particularly Africa and Latin America) accessing global markets; (b) percentage of products carrying third-party sustainability certification; (c) estimated carbon emissions avoided through substitution of conventional for sustainable alternatives; (d) economic value created for African and Latin American vendor communities through Platform GMV.

Impact investing frameworks: AqNova's model aligns with the IRIS+ Global Impact Investing Network (GIIN) performance framework, the IFC Operating Principles for Impact Management, and applicable sustainable finance disclosure standards in the EU (SFDR) and UK (SDR).

7.10 Regulatory Compliance — Securities & Financial Disclosure Laws

AqNova's investor relations activities and any securities offerings are conducted in compliance with applicable securities and financial disclosure laws. The following frameworks govern AqNova's investor communications and any fundraising activities:

7.10.1 Anti-Money Laundering (AML) & Know Your Investor (KYI)

AqNova conducts Know Your Investor (KYI) due diligence on all prospective investors consistent with applicable AML obligations and best practice. KYI procedures include: verification of investor identity and source of funds; OFAC, UN, EU, and UK sanctions screening; Politically Exposed Person (PEP) screening; and beneficial ownership verification for legal entity investors. AqNova retains KYI records for a minimum of 5 years after the investment relationship concludes.

7.11.1 IP Portfolio Overview

AqNova's intellectual property assets constitute a significant component of its enterprise value and competitive moat. The IP portfolio includes the following assets, each with an estimated standalone replication cost or valuation range for investor due diligence purposes:

7.11.2 Combined IP Portfolio Valuation Range

For investor due diligence reference, the combined estimated replication cost and strategic value of AqNova's primary IP assets is summarized as follows:

7.12 Global Market Opportunity

AqNova operates at the intersection of three high-growth global macro trends: the sustainable consumption transition, the e-commerce democratization of global trade, and the economic rise of Africa and emerging markets. The total addressable market (TAM) for AqNova spans these three intersecting trends.

7.13 Investor Documentation Suite — What Investors Receive

Investors in AqNova receive a structured documentation suite calibrated to their investment stage and executed NDA. Version 1.1 adds the Platform Fee Schedule (Section 8) as a publicly available companion document to the NDA-gated Commission & EV Framework Excel, ensuring investors have visibility into both the strategic fee architecture (investor-facing) and the operationalized public fee schedule (vendor-facing).

7.14.1 Due Diligence Process

7.14.2 NDA Key Terms

Confidential Information: All non-public financial, business, technical, legal, and strategic information disclosed by AqNova, including all materials in the investor data room. Note: The Platform Fee Schedule (Section 8) is publicly available and is not Confidential Information.

Permitted Use: Confidential Information may only be used by the Recipient for the purpose of evaluating a potential investment in Arivon Holding Corporation.

Non-Disclosure: Recipient agrees not to disclose Confidential Information to any third party except authorized advisors and legal counsel on a need-to-know basis.

Term: 3 years from the date of the last disclosure under the NDA, or until the information becomes publicly available through no fault of the Recipient.

Non-Solicitation: Recipient agrees not to solicit AqNova's employees, vendors, or investors for 12 months following execution of the NDA.

Governing Law: AqNova's standard NDA is governed by the laws of California, USA. Disputes resolved through binding arbitration under AAA Rules.

7.15 Corporate Social Responsibility & Stakeholder Commitments

AqNova's Corporate Social Responsibility (CSR) framework reflects the belief that a business purpose and social purpose are not competing priorities — they are the same priority. AqNova's stakeholder commitment framework extends to five groups:

7.16 Forward-Looking Statements Disclaimer (Full)

THIS SECTION 7 AND THE INVESTOR.AQNOVA.COM PORTAL CONTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE US PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND EQUIVALENT PROVISIONS IN OTHER JURISDICTIONS. FORWARD-LOOKING STATEMENTS INCLUDE ALL STATEMENTS THAT ARE NOT HISTORICAL FACTS, INCLUDING STATEMENTS REGARDING: REVENUE PROJECTIONS ($850K Y1 COMMISSION TARGET; $1.65M TOTAL Y1 REVENUE; $10.38M Y3 TOTAL REVENUE); GMV GROWTH TARGETS; VENDOR AND BUYER ACQUISITION FORECASTS; GEOGRAPHIC EXPANSION PLANS; PRODUCT DEVELOPMENT ROADMAPS; CAPITAL RAISE TARGETS AND TIMELINES; ENTERPRISE VALUE ESTIMATES; TAKE RATE PROJECTIONS; AND ANY OTHER STATEMENTS ABOUT AQNOVA'S FUTURE PERFORMANCE OR BUSINESS.

FORWARD-LOOKING STATEMENTS ARE BASED ON MANAGEMENT'S CURRENT BELIEFS, EXPECTATIONS, AND ASSUMPTIONS INCLUDING, WITHOUT LIMITATION: (A) FVP VENDOR ENROLLMENT RATES AND THEIR IMPACT ON Y1 COMMISSION REVENUE; (B) ASSUMED GMV MIX BETWEEN FVP AND NON-FVP VENDOR COHORTS; (C) ASSUMED CONVERSION FROM PAYG TO PREMIUM SELLER PLAN OVER TIME; (D) ASSUMED MARKET CONDITIONS AND CONSUMER SPENDING TRENDS; AND (E) OTHER RISKS IDENTIFIED IN SECTION 7.8 OF THIS DOCUMENT.

AQNOVA UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENT AFTER THE DATE OF THIS DOCUMENT, EXCEPT AS REQUIRED BY APPLICABLE LAW. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON FORWARD-LOOKING STATEMENTS.

All financial projections in this document are prepared by AqNova management. They are not prepared by an independent financial advisor or auditor and have not been reviewed by AqNova's legal counsel for accuracy. They should not be relied upon as a substitute for independent financial analysis. The Year 1 financial projections ($1.65M total platform revenue; $850K commission) assume: (a) 6 active months of Platform operations (April–December 2026); (b) a modeled FVP enrollment rate that leaves approximately 65%–75% of Y1 GMV as commission-generating; and (c) achievement of the vendor and buyer acquisition targets in the base case model. Investors should model a range of FVP enrollment scenarios when evaluating the Y1 commission target.

7.17 Investor Contact & Engagement

AqNova Marketplace | Global Legal Footer Framework | Section 7: Investor & Corporate Information | Version 1.1

© 2026 Arivon Holding Corporation. All rights reserved. Original Effective Date: April 7, 2026. Version 1.1 Amendment Date: [Date].

This document is confidential and proprietary. For internal use, legal review, and authorized investor due diligence only.