1. VISION & MISSION
   At QAI Ventures, we believe that advanced computing is the key to unlocking the next wave of human and technological progress.
   Born out of a USD700M project funded by the Swiss Family Office of Dr. Thomas Staehelin, our investments are designed to shape the future of computing, pushing the boundaries of speed, intelligence, and efficiency. 

   The long-term mission of our “VC as Ecosystem Builders” approach is to ensure we leave the world better than we found it, and a healthier, happier future for the children of our grandchildren.

   We invest in pioneering founders who are building transformative technologies that will redefine industries and global competitiveness and who are strongly aligned with our vision of a human-oriented future.

2. INVESTMENT PRINCIPLES
   Our investment philosophy is rooted in technical rigor and long-term impact. 
   We adhere to the following guiding principles:
   2.1. Advanced Computing Focus: We invest exclusively in breakthrough technologies, spanning AI hardware, quantum computing, next-gen semiconductor design, and more.
   2.2. Long-Term Vision: We support companies with enduring technological moats, emphasizing research-driven innovation and defensible intellectual property.
   2.3. Responsible Approach: We prioritize investments that enhance computing efficiency, security, and responsible business practices.
   2.4. Strategic Collaboration: Our network of startup founders, research institutions, enterprise leaders, and policymakers ensures that our portfolio companies have the resources needed to scale globally.

3. TARGET SECTORS & TECHNOLOGIES

   QAI Ventures is committed to investing in the most disruptive and high-potential areas of advanced computing, including:
   3.1. High-Performance & Scalable Computing: High-Performance Computing (HPC), Exascale Computing, Parallel and Distributed Processing, Data-Intensive Computing (Big Data)
   3.2. Quantum & Emerging Computing Paradigms: Quantum Computing, DNA Computing, Neuromorphic Computing, Optical Computing
   3.3. AI & Cognitive Computing: Artificial Intelligence (AI) & Machine Learning (ML), Cognitive Computing, Adaptive Computing
   3.4. Cloud & Distributed Systems: Cloud Computing & Distributed Systems, Edge and Fog Computing
   3.4. Advanced & Immersive Technologies: Advanced Hardware Technologies, Immersive Computing

4. INVESTMENT CRITERIA & STAGES
   We mainly invest in companies that meet the following core criteria:
   4.1. Technology Commercialization – Growing, revenue-generating solutions
   4.2. Scalability & Market Potential – Startups targeting multi-billion-dollar markets with clear commercialization paths and solid exit strategies.
   4.3. Exceptional Teams – Founders with deep technical expertise and proven execution capability.
   4.4. Stage Focus – Primarily late Series A to Series C, with selective later-stage follow-ons for high-conviction investments.

5. RISK MANAGEMENT & DUE DILIGENCE APPROACH
   Investing in advanced computing presents unique risks, and we stick to a rigorous due diligence framework to mitigate them:
   5.1. Norestrictionson location.
   5.2. Proprietary deal flow from our growing ecosystem (EU, Canada).
   5.3. Value-add support of our portfolio companies by a broad expert and mentor network.
   5.4. Focus on applications rather than pure lab tech (accelerates time to market).
   5.5. Invest only in companies with proven commercial traction.
   5.6. Technical Due Diligence – In-depth evaluation by industry and academic experts.
   5.7. Market Readiness Analysis – Assessing adoption timelines and potential regulatory barriers.
   5.8. Co-Investment & Syndication – Partnering with specialist funds, sovereign investors, and corporate VC arms.
   5.9. Regulatory & Policy Navigation – Proactively addressing issues of intellectual property, governance, export controls, and semiconductor policy.

6. PORTFOLIO MANAGEMENT & VALUE CREATION
   Beyond capital, QAI Ventures provides hands-on strategic support to its portfolio companies:
   6.1. Access to Cutting-Edge Research Labs: Close partnerships with top universities and corporations.
   6.2. Enterprise GTM & Adoption Acceleration: Facilitating enterprise pilot programs and commercial partnerships.
   6.3. Cross-Portfolio Collaboration: Enabling synergies between portfolio companies to co-develop next-generation computing solutions.

CONCLUSION
QAI Ventures is more than a capital provider; we are a partner in building the future of computing. Through our investments, we seek to shape a world where computing power drives intelligent, ethical, and sustainable progress.

Together, we invest in the extraordinary.

FUND NAME: QAI Fund II
LEGAL STRUCTURE: Special Limited Partnership (société en commandite spéciale) under Luxembourg law
FUND DOMICILE: Luxembourg
TARGET FUND SIZE: USD 150 million, with a hard cap of USD 200 million
MINIMUM LP COMMITMENT: USD 5 million
GP COMMITMENT: 1% of total commitments
MANAGEMENT FEE: 2% of committed capital during the investment period; 2% of paid-in capital thereafter
CARRIED INTEREST: 20%, subject to an 8% preferred return (hurdle rate)
DISTRIBUTION WATERFALL:
1. Return of capital contributions to LPs.
2. 8% preferred return to LPs.
3. 80/20 profit split between LPs and GP.
INVESTMENT PERIOD: Five years from the first closing, extendable by one year with Advisory Committee consent
FUND TERM: Ten years from the first closing, extendable by two one-year periods at GP discretion
INVESTMENT FOCUS: Series A, B, and C rounds in advanced computing, quantum technologies. AI/ML, sustainability, and biotech/health tech.
GEOGRAPHIC FOCUS: USA (50%), Europe, and Asia
BORROWING RESTRICTIONS: Borrowing capped at 30% of Total Commitments.
REINVESTMENT LIMIT: Reinvested proceeds capped at 120% of Total Commitments.
INVESTMENT LIMITS: Maximum investment in a single portfolio company: 10% of Total Commitments (extendable to 15% with Advisory Committee approval).
CAPITAL CALLS: Issued as needed, with at least ten business days' notice.
SUBSCRIPTION PROCESS: LPs admitted through execution of a subscription agreement and acceptance by the General Partner.
ADVISORY COMMITTEE: Comprised of LP representatives with commitments of at least USD 15 million. Provides oversight but does not participate in Fund management.
GOVERNANCE: Decisions requiring Advisory Committee approval include:
- Material deviations from the Investment Policy
- Related-party transactions impacting the Fund.
VALUATION POLICY: Assets valued under the ultimate responsibility of the AIFM in accordance with the Fund’s Valuation Policy.
KEY PERSON PROVISION: If fewer than two key persons are actively involved, the investment period will be suspended until resolved.
AUDITOR: An independent Luxembourg-based auditor to be appointed by the General Partner.
GENERAL PARTNER: QAI Ventures GP S.à r.l., Luxembourg
AIFM: MRB Management, Luxembourg

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Acknowledgment: This term sheet provides an overview of the key terms of QAI Fund II. For further details, refer to the Limited Partnership Agreement (LPA).