Legal

Important Securities Notice

Nothing on this website constitutes an offer to sell, or a solicitation of an offer to buy, any securities.

Any offer or sale of securities by Orthogonal Thinker Inc. or any affiliated issuer will be made only through definitive offering documents delivered to eligible investors who satisfy applicable investor qualification, verification, jurisdictional, and compliance requirements.

Any securities offered by Orthogonal Thinker Inc. or its affiliates have not been registered under the U.S. Securities Act of 1933, as amended, or under any state securities laws. Any such securities may be offered and sold only pursuant to an available exemption from registration, including Regulation D and/or Regulation S, as applicable.

The securities described in any offering materials have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission, or any other regulatory authority. No regulatory authority has passed upon the accuracy or adequacy of any offering materials. Any representation to the contrary is unlawful.

No Public Offering

This website is provided for general informational purposes only.

The information on this website is not intended to constitute investment advice, legal advice, tax advice, financial advice, or a recommendation to purchase or sell any security. No person should make an investment decision based solely on information available on this website.

Any investment opportunity involving Orthogonal Thinker Inc. or any affiliated issuer will be made only through separate definitive offering documents, which may include a private placement memorandum, subscription agreement, investor questionnaire, risk disclosures, verification materials, and related documentation.

In the event of any conflict between this website and the definitive offering documents for any offering, the definitive offering documents will control.

Investor Eligibility

Access to certain investor materials, offering information, or subscription opportunities may be limited to eligible investors.

For U.S. persons, participation in an offering may be limited to accredited investors as defined under Rule 501(a) of Regulation D under the Securities Act. If an offering is conducted under Rule 506(c) of Regulation D, investors must be verified as accredited investors before purchasing securities.

For non-U.S. persons, participation in an offering may be limited to investors who satisfy the requirements of Regulation S, including that the offer and sale occur in an offshore transaction and that the investor is not a U.S. person and is not acquiring securities for the account or benefit of a U.S. person.

Orthogonal Thinker Inc. may require investors to complete investor verification, Know Your Customer, anti-money laundering, sanctions, tax, source of funds, source of wealth, and other compliance procedures before providing access to offering materials or accepting any subscription.

Orthogonal Thinker Inc. reserves the right to reject any investor, subscription, account, access request, or transaction at any time, for any reason, including failure to satisfy eligibility, verification, legal, regulatory, or compliance requirements.

Regulation D Notice

To the extent any offering is conducted pursuant to Regulation D, the securities will be offered only in accordance with the applicable exemption from registration.

If an offering is conducted pursuant to Rule 506(b), no general solicitation or general advertising will be used, and participation will be limited to investors with whom the company has a substantive, pre-existing relationship and who satisfy the applicable investor eligibility requirements.

If an offering is conducted pursuant to Rule 506(c), general solicitation may be used, but securities may be sold only to verified accredited investors.

Regulation S Notice

To the extent any offering is conducted pursuant to Regulation S, the securities will be offered and sold only outside the United States in offshore transactions to persons who are not U.S. persons and are not acquiring securities for the account or benefit of U.S. persons.

Securities sold pursuant to Regulation S may be subject to transfer restrictions, resale limitations, distribution compliance periods, legends, and other requirements under applicable law and the definitive offering documents.

Restricted Securities and Transfer Limitations

Any securities offered by Orthogonal Thinker Inc. or its affiliates may be restricted securities.

There may be no public market for such securities, and no assurance can be given that any market will develop. Investors should be prepared to hold any securities indefinitely unless and until a lawful transfer, resale, redemption, secondary transaction, public market, or other liquidity path becomes available.

Any transfer of securities may require prior approval, legal review, compliance with securities laws, transfer agent procedures, investor verification, and satisfaction of applicable restrictions contained in the governing documents and definitive offering materials.

Risk Factors

An investment in private securities involves a high degree of risk and is suitable only for investors who can bear the economic risk of losing their entire investment.

Risks may include, among others:

• Private company risk
• Illiquidity
• Transfer restrictions
• No guaranteed return
• No assured exit or liquidity event
• Dilution risk
• Regulatory risk
• Operational risk
• Reliance on management
• Portfolio company risk
• Technology and emerging market risk
• Digital asset, AI, biotechnology, wellness, infrastructure, and capital markets risk where applicable
• Conflicts of interest
• Tax complexity
• Macroeconomic, market, and geopolitical risk

The above list is not complete. Investors must carefully review the full risk factors contained in the applicable offering documents before making any investment decision.

Forward-Looking Statements

This website and related materials may contain forward-looking statements regarding Orthogonal Thinker Inc., its affiliates, portfolio companies, strategy, business plans, markets, opportunities, growth initiatives, capital markets objectives, technology, infrastructure, and future prospects.

Forward-looking statements are based on assumptions, estimates, expectations, and beliefs at the time made. They are subject to significant risks and uncertainties, many of which are outside the company’s control. Actual results may differ materially from those expressed or implied.

Orthogonal Thinker Inc. undertakes no obligation to update forward-looking statements except as required by applicable law.

No Reliance

Information on this website is provided for general informational purposes only.

Orthogonal Thinker Inc. does not represent or warrant that any information on this website is complete, current, accurate, or suitable for any particular purpose. Website content may be updated, modified, removed, or replaced at any time without notice.

No user should rely on website content as the basis for an investment decision. Any investment decision must be made only after reviewing the applicable offering documents and consulting with the investor’s own legal, tax, financial, and investment advisors.

No Investment, Tax, Legal, or Accounting Advice

Orthogonal Thinker Inc. does not provide legal, tax, accounting, investment, or financial advice through this website.

Each user and prospective investor is responsible for consulting their own advisors before making any decision regarding an investment, transaction, tax position, legal obligation, or financial matter.

Confidentiality

Certain materials made available through this website, an investor portal, data room, or direct company communication may contain confidential, proprietary, or non-public information.

By accessing such materials, you agree to use them only for the purpose for which they were provided and not to copy, distribute, disclose, publish, forward, or use them for any other purpose without prior written authorization from Orthogonal Thinker Inc.

Account Access and Verification

Certain features of the website or investor portal may require account registration.

You agree to provide true, complete, accurate, and current information. You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account.

Orthogonal Thinker Inc. may suspend, restrict, or terminate access to any account or materials if it believes, in its sole discretion, that continued access may violate these terms, applicable law, regulatory requirements, investor eligibility requirements, or company policy.

Third Party Services

Orthogonal Thinker Inc. may use third party service providers for investor verification, identity verification, anti-money laundering review, transfer agent services, payment processing, escrow, custody, electronic signatures, document hosting, investor portals, or other administrative services.

Your use of any third party service may be subject to that provider’s own terms, privacy policies, and procedures. Orthogonal Thinker Inc. is not responsible for the acts, omissions, systems, or policies of third party providers.

Intellectual Property

All content on this website, including text, graphics, logos, designs, images, videos, software, trademarks, service marks, and other materials, is owned by or licensed to Orthogonal Thinker Inc. unless otherwise stated.

You may not copy, reproduce, distribute, modify, publish, display, sell, license, or otherwise exploit any website content without prior written permission from Orthogonal Thinker Inc.

Prohibited Uses

You may not use this website or any related materials to:

• Violate any law or regulation
• Misrepresent your identity, investor status, jurisdiction, or eligibility
• Attempt to access materials without authorization
• Copy, scrape, harvest, or commercially exploit website content
• Circumvent investor verification, KYC, AML, sanctions, or compliance procedures
• Distribute confidential or restricted materials
• Interfere with website security or operations
• Use the website in a fraudulent, misleading, abusive, or unlawful manner

Orthogonal Thinker Inc. may restrict or terminate access for any violation of these terms.

Sanctions, AML, and Compliance

You may not use this website or participate in any offering if you are subject to sanctions, located in a sanctioned jurisdiction, acting on behalf of a sanctioned person, or otherwise prohibited from doing business with Orthogonal Thinker Inc. under applicable law.

Orthogonal Thinker Inc. may require additional information or documentation at any time to satisfy legal, regulatory, tax, sanctions, anti-money laundering, counter-terrorism financing, investor verification, or internal compliance requirements.

Limitation of Liability

To the fullest extent permitted by law, Orthogonal Thinker Inc. and its affiliates, directors, officers, employees, agents, advisors, representatives, service providers, and licensors will not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or similar damages arising out of or relating to your use of this website, any website content, any investor portal, any third party service, or any inability to access or use the foregoing.

Nothing in these terms is intended to limit liability in a manner that is prohibited by applicable securities laws.

No Waiver of Securities Law Rights

Nothing in these terms, this website, or any related materials is intended to waive, limit, or restrict any rights that cannot be waived under applicable federal or state securities laws.

Indemnification

To the fullest extent permitted by law, you agree to indemnify and hold harmless Orthogonal Thinker Inc. and its affiliates, directors, officers, employees, agents, advisors, representatives, service providers, and licensors from any claims, losses, damages, liabilities, costs, and expenses arising out of your violation of these terms, your misuse of the website, your misrepresentation of information, your violation of law, or your unauthorized use or disclosure of company materials.

Changes to These Terms

Orthogonal Thinker Inc. may update these terms at any time. Updated terms will be posted on this website or otherwise made available through reasonable means. Continued use of the website after updates are posted constitutes acceptance of the updated terms.

Governing Law

These terms are governed by the laws of the State of Delaware, without regard to conflict of law principles, unless otherwise required by applicable law or specified in definitive offering documents.

Any dispute arising out of or relating to these terms, this website, or related services shall be resolved in the forum and manner determined by Orthogonal Thinker Inc. in accordance with applicable law and any definitive agreements governing the relevant relationship.

Contact

Questions regarding this website or these terms may be directed to:

Orthogonal Thinker Inc.
Attn: Legal
Email: legal@orthogonalthinker.com
Website: https://www.orthogonalthinker.com