Rules and conditions of participation

Fundraising – PARKLYST SAS

The purpose of these rules and conditions is to define the terms of participation in the fundraising organized by PARKLYST SAS , a simplified joint-stock company, as part of opening its capital to investors.

Any participation in the fundraising implies full and complete acceptance of these rules.

1. Purpose of the fundraising

The purpose of this fundraising is to finance the development, launch, and growth of the PARKLYST platform, including:

·       technological development (website and mobile application),

·       communication and marketing activities,

·       legal, administrative and operational costs,

·       the gradual rollout of the service in France and internationally.

This fundraising is part of a long-term development strategy and does not constitute an investment with a guaranteed return.

2. Nature of the securities offered

Participation in the fundraising is exclusively through the subscription of preferred shares issued by PARKLYST SAS.

These shares confer upon subscribers a potential economic right , as defined herein, without conferring any power of control over the company.

3. Eligibility requirements

Participation is open:

·       to individuals of legal age, aged at least 18 years , with legal capacity,

·       to legal entities , subject to providing the required supporting documents.

No geographical restrictions are applied.

4. Subscription amount

·       The minimum subscription amount is set at €30 .

·       There is no individual limit per investor , subject to the overall limit defined below.

·       The total number of shares made available as part of this fundraising is strictly limited to 12,000 shares .

Once this limit is reached, no new subscriptions can be accepted.

5. Shareholders' Agreement

Subscription to preferred shares is subject to mandatory adherence to a shareholders' agreement .

This pact specifies, in particular:

·       the rights and obligations of investors,

·       the rules of governance,

·       the conditions for the transfer of securities.

No subscription can be finalized without express acceptance of this agreement.

6. Rights attached to preferred shares

The preferred shares subscribed for as part of this fundraising round confer the following rights:

6.1 Right to vote

Preferred shares do not confer any voting rights .
Investors do not participate in the company's strategic, operational or governance decisions.

6.2 Right to dividends

Preferred shares give a theoretical right to dividends , which is not guaranteed and is not priority .

The possible payment of dividends:

·       depends exclusively on the company's results.

·       remains subject to the sovereign decision of the founders ,

·       does not constitute a contractual obligation in any way.

6.3 Right to information

Investors do not benefit from any enhanced information rights other than the minimum applicable legal obligations.

6.4 Absence of power and interference

Investors expressly acknowledge:

·       to have no decision-making rights,

·       to be unable to interfere in the management of PARKLYST,

·       retain a role of passive shareholders , holding only a potential future economic right.

7. Liquidity, transfer and control of capital

Investors are expressly informed that:

·       No liquidity requirements are foreseen.

·       No resale price is guaranteed.

·       No free secondary market is organized.

All share transfers are strictly regulated and subject to:

·       to a right of pre-emption for the founders ,

·       to a mandatory approval procedure for all new entrants.

The founders retain at all times 100% control of the capital and governance of PARKLYST .

8. Investment Risks

The investor acknowledges being fully aware that:

·       Investing in a non-listed company carries a risk of partial or total loss of the invested capital .

·       The future valuation of the company is uncertain.

·       Lack of liquidity can make the investment immobilized for a long period.

The investment is made with full knowledge and under the sole responsibility of the subscriber .

9. Lack of investment advice

PARKLYST does not provide any advice:

·       financial,

·       legal,

·       tax,

·       heritage.

It is up to each investor to consult their own advisors before making any subscription decision.

10. Regulatory warning

This fundraising does not constitute a public offering of financial securities within the meaning of the regulations of the Autorité des Marchés Financiers (AMF) .

11. Personal data

The data collected as part of the fundraising is processed in accordance with the PARKLYST Privacy Policy and applicable regulations (GDPR).

12. Applicable Law

These rules are governed by French law .
Any dispute will be subject to the exclusive jurisdiction of the French courts.

13. Acceptance of conditions

Any participation in the fundraising implies express, full and complete acceptance of these rules and conditions.