1. Framework

1.1 Purpose

The company is being established to pursue U.S. space-sector opportunities, including government, defense, and commercial programs, while leveraging the experience, relationships, technical capabilities, and ecosystem developed through ReliqAI Canada and the In-Orbit Refueling initiative.

1.2 Founding Principles

• Sanjay Chadha originated the opportunity, established the initial customer relationships, and initiated formation of the company.

• The company is intended to be built through contributions from both U.S. and non-U.S. participants.

• Long-term success requires fair treatment of contributors while protecting the interests of the Founder and the company.

1.3 Ownership Principles

• Sanjay Chadha and/or ReliqAI Canada shall retain 49% ownership.

• U.S. participants shall collectively retain 51% ownership.

• Ownership allocations shall support applicable U.S. participation and control requirements.

• Future ownership allocations shall be made in a manner that preserves the company’s ability to pursue applicable U.S. opportunities.

• Ownership grants may be subject to vesting and performance requirements.

1.4 Participant Categories

1.4.1 Core Operating Team

Participants responsible for company execution, leadership, program delivery, and operational decision-making.

1.4.2 Strategic Contributors

Participants providing industry expertise, customer access, partnerships, business development support, technical guidance, or strategic insight.

1.4.3 Advisors

Participants providing occasional guidance, mentoring, introductions, or subject matter expertise.

1.4.4 Founder

Sanjay Chadha shall initially serve as Founder and Strategic Lead. His responsibilities include and are not limited to:

• In-Orbit Refueling initiative leadership.

• Corporate leadership.

• Program leadership.

• Customer engagement.

• Partner development.

• Opportunity development.

• Business development.

• Strategic planning.

2. ReliqAI USA Relationship with ReliqAI Canada

ReliqAI Canada shall remain an independent company. ReliqAI USA shall engage ReliqAI Canada for:

• Strategic advisory services.

• Management services.

• Business development services.

• Program leadership services.

• Systems engineering services.

• Technical consulting services.

• Proposal support services.

Such engagements shall comply with applicable customer requirements, regulatory requirements, export-control requirements, and contractual obligations. Such engagements form a method to engage founder services as outlined below.

2.1 Founder Compensation Principles

Founder ownership and founder compensation are separate matters. The company recognizes the ongoing leadership role of the Founder. The Founder may receive compensation through services he delivers from ReliqAI Canada to ReliqAI USA. Compensation shall be determined based upon services provided, company resources, and applicable customer and contractual requirements.

2.2 Opportunity Ownership Principles

Opportunities requiring U.S. participation, U.S. ownership, U.S. government eligibility, or opportunities originated through the U.S. company shall generally be pursued through the U.S. company. Opportunities independently originated by ReliqAI Canada that do not require U.S. participation may be pursued directly by ReliqAI Canada. Joint opportunities may be pursued through mutually agreed structures.

3. Project Responsibility and Expected Timelines

3.1 Stage Participation Summary

The company acknowledges that participant involvement will vary by stage of development.

SpaceWERX Phase I is expected to be led primarily by the Founder, Technical Lead(s), and personnel directly required for execution.

Strategic contributors, advisors, business development personnel, and growth-oriented leadership roles may have limited operational responsibilities during this stage.

Upon initiation of SpaceWERX Phase II, management personnel, strategic contributors, advisors, and business development personnel are expected to assume increasingly active roles in company growth, partnerships, customer engagement, recruiting, and expansion activities.

Participant performance shall be evaluated relative to:

• The current stage of company development.

• The participant’s assigned role.

• The opportunities available during that stage.

3.2 SpaceWERX Phase I

SpaceWERX Phase I is expected to focus on feasibility, concept development, architecture definition, and demonstration of the proposed solution.

Primary Participants

• Founder.

• Personnel directly required to execute the approved scope of work.

Primary Objectives

• Successfully execute SpaceWERX Phase I.

• Demonstrate feasibility.

• Establish customer confidence.

• Position the company for advancement to Phase II.

Strategic Contributors and Advisors Strategic contributors and advisors may provide guidance, introductions, industry insight, and strategic recommendations but are not expected to carry significant operational responsibilities unless specifically requested.

3.3 SpaceWERX Phase II

SpaceWERX Phase II is expected to focus on execution of the approved program scope and preparation for long-term company growth.

Primary Participants

• Founder.

• Technical Lead(s).

• Technical personnel.

Primary Objectives

• Successfully execute SpaceWERX Phase II.

• Expand technical capability.

• Expand operational capability.

• Establish a foundation for future growth.

3.4 Growth Beyond SpaceWERX Phase II

Following successful completion of SpaceWERX Phase I and successful initiation of SpaceWERX Phase II, the company shall actively pursue additional commercial, government, defense, and international opportunities.

Primary Participants

• Core Operating Team.

• Technical personnel.

• Business development personnel.

Primary Objectives

• Diversify revenue sources.

• Expand customer relationships.

• Establish strategic partnerships.

• Build sustainable long-term growth.

• Develop organizational capability to support multiple concurrent opportunities.

4. Shareholder Participation and Principles

4.1 Vesting Principles

Equity granted to participants may vest over a four-year period. Vesting may depend upon:

• Time.

• Participation.

• Performance.

• Achievement of agreed responsibilities.

The company may establish additional vesting rules through future agreements.

4.2 Termination of Participation

A participant relationship may terminate due to:

Voluntary Departure

• Participant elects to leave.

External Circumstances

• Health reasons.

• Family circumstances.

• Death.

• Disability.

• Regulatory restrictions.

• Other circumstances beyond reasonable control.

Performance-Based Separation

• Failure to perform assigned responsibilities.

• Sustained inactivity.

• Failure to participate in agreed activities.

• Material failure to support company objectives.

Governance-Based Removal

• Removal from an executive, management, or advisory role through the governance process established by the company.

4.3 Effect of Termination

• Vested equity shall generally remain with the participant.

• Unvested equity may be cancelled, repurchased, or returned to the company.

• Specific treatment shall be defined in future equity agreements.

4.4 Founder Ownership and Contributed Assets

The company acknowledges that the Founder’s ownership interest is supported by the contribution of significant assets, intellectual property, know-how, industry relationships, and business development efforts developed prior to formation of the company.

Such contributions include:

• In-Orbit Refueling Working Group assets.

• Systems engineering frameworks and methodologies.

• White papers and technical publications.

• Website content and associated materials.

• Domain names and associated goodwill.

• Ecosystem development activities.

• Industry relationships and partnerships.

• Business development activities.

• Other intellectual property, know-how, and assets contributed to the company.

Accordingly:

• The Founder’s ownership interest is derived from assets, intellectual property, know-how, business development efforts, and other contributions provided to the company.

• Removal of the Founder from any executive, management, operational, advisory, or leadership role cannot affect the Founder’s ownership interest.

• The Founder shall retain all vested ownership rights, voting rights, and economic rights associated with such ownership unless voluntarily transferred or otherwise disposed of by the Founder.

• Founder ownership shall not be subject to involuntary forfeiture, cancellation, repurchase, or clawback except as may be required by law.

The parties acknowledge that ownership and operational roles are separate matters and that any future change to the Founder’s operational responsibilities shall not affect the Founder’s vested ownership interest.

4.5 Governance-Based Termination

The company recognizes that a participant may, despite fulfilling assigned responsibilities, become materially misaligned with the objectives, culture, leadership, or long-term interests of the company.

Accordingly, a participant may be removed from an executive, management, strategic contributor, or advisory role through a Governance-Based Separation process.

Examples may include:

• Persistent disruption of company operations.

• Material conflict with company objectives.

• Conduct detrimental to company growth.

• Breakdown of working relationships.

• Loss of confidence by company leadership.

• Actions inconsistent with the company’s values or interests.

Such removal shall require a Supermajority Vote, with the specific threshold to be defined in the Operating Agreement. The affected participant shall not be entitled to vote on their own removal.

Removal from a role shall not automatically affect vested ownership interests. Unvested equity shall be treated in accordance with the applicable vesting agreement and equity grant documents.

Future Agreements

The company may establish:

• Operating Agreement.

• Services Agreement.

• Advisor Agreements.

• Equity Grant Agreements.

• Vesting Agreements.

• Intellectual Property Agreements.

• Confidentiality Agreements.

These agreements shall implement the principles contained within this Charter.

5. Intellectual Property Principles

5.1 Pre-Existing Intellectual Property

The parties acknowledge that prior to formation of the U.S. company, significant intellectual property, know-how, systems engineering artifacts, concepts, methodologies, working group materials, industry relationships, and ecosystem assets were developed through the In-Orbit Refueling initiative and ReliqAI Canada.

Examples include:

• In-Orbit Refueling Working Group materials such as systems engineering frameworks.

• Domain names.

• Industry relationships and associated know-how.

Such pre-existing intellectual property shall remain the property of ReliqAI Canada unless otherwise expressly assigned.

5.2 License to ReliqAI USA

ReliqAI Canada shall grant the U.S. company a perpetual, royalty-free license to use, modify, enhance, commercialize, and further develop such pre-existing intellectual property in support of the company’s business activities.

5.3 Future Intellectual Property

Intellectual property developed under customer-funded contracts, grants, programs, or commercial engagements shall generally be owned by the entity performing such work, subject to customer contract requirements and applicable law.

5.4 SpaceWERX and Similar Programs

Intellectual property developed under SpaceWERX or similar U.S. government-supported programs shall be managed in accordance with applicable program requirements, customer obligations, and contractual restrictions.

5.5 Shared Frameworks and Know-How

The parties recognize that the long-term success of both organizations would benefit from the sharing of systems engineering methodologies, interoperability frameworks, business processes, templates, reference architectures, and other non-customer-specific know-how.

Accordingly, to the extent permitted by customer contracts and applicable law, each party may grant the other a perpetual, royalty-free, non-exclusive license to use such materials.

5.6 Ownership and Licensing Principles

The parties acknowledge that ownership and usage rights are separate concepts.

Ownership/license principles include:

• Licensing rights shall be used to maximize collaboration.

• Customer obligations shall take precedence over internal licensing arrangements.

• Intellectual property ownership shall not be unnecessarily transferred where licensing achieves the intended business objective.

5.7 Future Agreements

The parties may establish separate Intellectual Property Agreements, Licensing Agreements, Assignment Agreements, or Technology Transfer Agreements to implement these principles.

6. Market Responsibilities and Opportunity Pursuit

The parties acknowledge that future opportunities may arise in jurisdictions where both entities possess relevant capabilities and relationships. Accordingly, opportunities outside exclusive U.S. government and U.S. eligibility-driven programs shall be evaluated on a case-by-case basis, with the objective of maximizing overall business success and avoiding unnecessary competition between the parties.

6.1 Exclusive U.S. Government Opportunities

The parties acknowledge that opportunities requiring U.S. ownership, U.S. control, U.S. citizenship participation, or eligibility for U.S. government programs shall be pursued through ReliqAI USA. Examples include:

• SpaceWERX programs.

• SBIR/STTR programs.

• U.S. Department of Defense opportunities.

• U.S. Space Force opportunities.

• NASA opportunities requiring U.S. eligibility.

• Other opportunities with similar requirements.

6.2 Existing ReliqAI Canada Business

ReliqAI Canada shall remain free to pursue its existing consulting, systems engineering, embedded systems, software engineering, IV&V, MBSE, product development, and related business activities.

6.3 International and Commercial Opportunities

The parties acknowledge that future opportunities may arise in Canada, Europe, Asia, the Middle East, and other international markets.

The parties further acknowledge that both ReliqAI Canada and ReliqAI USA may possess relevant relationships, expertise, capabilities, and competitive advantages in such markets.

Accordingly, no exclusive geographic rights are established under this Charter for international commercial opportunities.

6.4 Opportunity Allocation Principle

Opportunities outside exclusive U.S. government and U.S. eligibility-driven programs shall be evaluated on a case-by-case basis.

The objective shall be to:

• Maximize overall business success.

• Utilize the most appropriate entity.

6.5 Lead Entity Determination

In determining which entity shall pursue a particular opportunity, consideration shall be given to factors such as:

• Customer requirements.

• Geographic location.

• Existing customer relationships.

6.6 Good Faith Cooperation

The parties shall make reasonable efforts to cooperate in pursuing opportunities and shall seek to avoid direct competition between ReliqAI Canada and ReliqAI USA where a collaborative approach would better serve the interests of both organizations.

Appendix A: Governance and Supermajority Actions

Certain actions shall require approval by a Supermajority of the Company’s voting ownership interests, with the specific threshold to be defined in the Operating Agreement.

Examples may include:

• Removal of an executive officer.

• Removal of a strategic contributor.

• Material amendments to the Operating Agreement.

• Issuance of new ownership interests.

• Sale of substantially all company assets.

• Transfer of material intellectual property.

• Merger, acquisition, or dissolution of the company.

• Modification of Founder protections.

The parties acknowledge that governance decisions shall generally be based upon voting ownership interests rather than the number of participants.

Additional governance procedures may be established in future agreements.