Cornerstone Preferred Stock · Rule 506(c) · Carbotura Inc.

Building the
Circular economy.

Cornerstone Preferred Stock. CLN holders convert at closing. Open to independently verified accredited investors. OmniCrude™ — the Advanced Circular Manufacturing platform with an executed 30-year Circular Supply Agreement as its anchor asset.

Validated by

XPRIZE Carbon Removal — funded by Elon Musk and the Musk Foundation

Cornerstone Preferred Rule 506(c) York County CSA Executed CLN Converts at Close $286M DCF EV

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01 — Capital Formation

CLN converts.
Cornerstone Preferred opens.

The convertible notes fund pre-development. At the Cornerstone Preferred close, CLN holders convert to Cornerstone Preferred Stock at a discount — and new Cornerstone Preferred investors join them. This deck is the Cornerstone Preferred story.

converts

CLN

Closes

Cornerstone Preferred

Open

Circular Bond

Forming

Series B

2028+

IPO

2030+

What CLN investors saw — and what Cornerstone Preferred investors build on

CLN investors funded the CSA execution phase — the pre-development work that produced the York County signed agreement, the SPV structure, and the Urban Reserve Valuation work. Cornerstone Preferred investors enter with that work completed. The risk profile is different. The opportunity is equity.

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01b — Return Architecture

Build. Bond. Recycle.

Cornerstone Preferred equity builds the asset. The Circular Bond refinances it. Equity returns without IPO or M&A. The platform scales on institutional debt — not dilutive equity.

Year 0

Cornerstone Preferred Closes

CLN converts at 20% discount. New Cornerstone Preferred investors join. $75–100M raised. Construction financing secured at SPV level.

Year 1–2 · Build

Facility Commissioned

100 TPD DFM modular facility. Commercial Operations Date achieved. URVS Urban Reserve validation initiated alongside build.

Year 2–3 · Operate

Revenue + URVS Complete

Beneficiation Fee begins Day 1. URVS validation certifies Urban Reserve as bankable institutional asset — Circular Bond collateral confirmed.

Year 3–4 · Refi

Circular Bond Closes

Asset-backed bond against contracted CSA revenue. Cornerstone Preferred equity recycled. Capital redeployed into Site 2. Platform scales on institutional debt.

Why this changes the return profile

The Circular Bond refi is the equity liquidity event — not IPO, not M&A, not a secondary. It occurs when the operating asset refinances against its own contracted cash flows. The 22% IRR and 5.0× MOIC are modeled to this event. After refi, the platform funds its own replication on institutional-grade debt at a materially lower cost of capital than equity.

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02 — What We've Built

The CSA is signed.
The model is validated.

Carbotura Cornerstone Preferred investors enter with an executed anchor asset, a validated financial model, and a live pipeline. This is not a technology bet.

1

York County CSA — Executed

30-year Circular Supply Agreement with York County, Pennsylvania. Signed. 400 TPD Phase Initial. Carbotura York, LLC SPV holds the agreement.

2

Financial Model Validated — RC3 Baseline: $286M EV, 22% IRR

Conservative baseline model runs from contractual revenue floors. Full model in Data Room under NDA.

3

URVS Validation — In Process

Urban Reserve Valuation Standard validation for York County underway. Completion certifies the asset for institutional capital markets and the Circular Bond platform.

4

Municipal Pipeline — Active

Multiple Circular Supply Agreement conversations with municipalities actively progressing. York County execution is creating proof-of-deployment momentum.

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02b — Deployment Model

From monolith to module.

A conventional facility carries every risk at once — engineering, construction, commissioning — all live, all on site, for years. Carbotura's Design for Manufacturability (DFM) model doesn't build that way.

Conventional (EPC) — risks stacked, all live at once

×Engineering risk — live

×Construction risk — live

×Commissioning risk — live

×Cost overrun — live

×All at once, for years

Carbotura (DFM) — each risk retired before the next begins

✓Engineering — retired in factory

✓Fabrication — retired in factory

✓Testing — retired before ship

✓On-site — assembly only

✓Each risk retired in sequence

Faster to revenue.Manufactured and deployed in months, not years.

Lower execution risk.Factory-built and tested before it ships.

Replicable.Each site is the last one, repeated — not reinvented.

Carbotura does not operate under a conventional EPC model.

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02c — Risk Framework

Risk sequenced. Not stacked.

Traditional EPC infrastructure keeps every risk category live in parallel for years. Advanced Circular Manufacturing retires each one before the next begins. This is the sequencing model behind the “this is not a technology bet” framing above.

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03 — Revenue Architecture

Two instruments.
One agreement. Compounding.

Every CSA pairs a Beneficiation Fee Carbotura collects from the Feedstock Supplier with a Circular Royalty™ Carbotura pays back to them as a cost of goods sold, funded from RevCon™ Materials sales.

$88

Beneficiation Fee (TMC Fee) Year 1
per tonne · revenue · +2.5%/yr

120%

Circular Royalty™ rate — Carbotura's COGS
of that year's Beneficiation Fee → 150%

How the two transactions relate

The Beneficiation Fee (Carbotura's revenue, collected from the Feedstock Supplier) escalates 2.5%/yr. The Circular Royalty™ (Carbotura's cost of goods sold, paid to the Feedstock Supplier from RevCon™ Materials sales proceeds) is calculated as 120% of that same year's Beneficiation Fee — not a frozen baseline — with the 120% multiplier itself escalating 1%/yr toward 150% by Year 30. Because the royalty is recalculated each year against an already-escalating fee, its dollar total compounds faster than a flat-percentage read would suggest. The 30-year royalty total is being remodeled under this corrected formula — a prior $696M figure assumed a frozen-baseline calculation and should not be relied on until the RC3 model is rerun.

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04 — Unit Economics

$286M Enterprise Value.
Conservative baseline.

The RC3 model is conservative by design. Battery-grade synthetic graphite commands 3–5× commodity spot. The model does not price in that upside.

Where This Return Lives — Capital Stack

Upside Layer

URVS Urban Reserve appreciation — uncapped

Cornerstone Preferred Equity

22% IRR · 5.0× MOIC · Capital returned via Circular Bond refi event · No dilutive follow-on required

Circular Bond

AA-county contracted revenue pool · URVS-certified Urban Reserve collateral · Institutional debt instrument

CSA Floor

$481M · Non-cancellable · Take-or-pay · AA-rated · 2.5%/yr Beneficiation Fee escalation · 30-year minimum

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04 — Unit Economics, continued

The baseline numbers.
And the path to scale.

RC3 baseline — 400 TPD · York County

DCF Enterprise Value$286M

Project IRR22%

Blended output value (RC3)~$168 / tonne

Capacity utilisation85% steady-state

Contract term30 years

Full model in data room

30-year projection with phased capacity ramp, sensitivity tables, and revenue disaggregation by product stream. Available under executed NDA.

Scale path — equity participation grows with each CSA

Phase 1 (York County)400 TPD

Phase 2 (pipeline Circular Supply Agreements)+2,000 TPD target

Circular Bond PlatformInstitutional · Multi-deployment

Series B horizon2028+

IPO horizon2030+

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05 — The Offering

Cornerstone Preferred.
Rule 506(c).

General solicitation permitted under Rule 506(c). All investors must be independently verified as accredited prior to receiving offering documents.

Security	Cornerstone Preferred Stock
Exemption	Rule 506(c) · Regulation D
Liquidation preference	1× non-participating
CLN conversion	Automatic at closing at discount
Issuer	Carbotura Inc. (Delaware C-Corp)
Access	Verified accredited investors · Contact Shannon

506(c) — General solicitation

Rule 506(c) allows Carbotura to broadly advertise this offering. All investors must be independently verified as accredited — self-certification is not sufficient. Carbotura uses a third-party accreditation service. This pitch is not an offer to sell — any offer will be made by means of the PPM only.

PPM and subscription agreement

Full Private Placement Memorandum, Subscription Agreement, and exhibits available in the Data Room upon executed NDA and verified accredited investor status.

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06 — Team

Built by people who built the model.

Chairman & Chief Executive Officer

Allen Witters

Carbotura Inc.

3

IPOs Secured

6

Public Companies Managed

$19B+

Raised Across Offerings

$30B+

Contracts Negotiated

Conceived and engineered the Microwave Catalytic Reforming (MCR) technology at the core of Carbotura's ACM platform. IP assignor and technology owner for all core intellectual property.

Personally negotiated the 30-year Circular Supply Agreement with York County, Pennsylvania — the foundational contracted revenue asset underpinning the entire capital raise.

WAM!NET (1994–2001): Grew from startup to the world's largest private secure IP network. Raised $850M+. 700+ person global team across 135 countries.

Smithsonian Computerworld Award for Innovation in IT (2000). Self-taught. Graduated high school at 15.

Allen didn't come to Carbotura from waste management — Allen came from the world of sovereign-scale infrastructure buildout, which is exactly the operating model Carbotura runs. $8M invested by Allen Witters and the founding team to date.

The broader team spans capital markets, structured finance, commodities, regulatory affairs, program management, communications, and international markets. Contact Shannon Law, EVP Investor Relations for detailed team profiles and the full data room.

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06b — Leadership, continued

The team that's built this before.

John P. Arciero

Chief External Affairs Officer

Government relations & partnerships; co-founder. $250M+ in public-sector and infrastructure transactions.

Tyler Wood

VP of Circularity

20-year capital-markets career; leads environmental-credit strategy and capital introduction.

Shannon Law

EVP Investor Relations

20 years in capital formation and institutional narrative. Leads the raise and data-room operations.

Paul Camp

EVP Capital Markets

30+ years in structured & renewable-energy finance. Created the world's first certified green bond.

Pelle Malmhagen

Global Strategic Advisor

Former President of a $2.2B NYSE-listed manufacturer, 7,900 employees across 24 facilities.

Tom Pitlanish

COO & Program Management

Two decades of lean manufacturing across global automotive OEMs (Ford, GM, Toyota).

Jonas Wastberg

Advisor, AMEA

CEO of the global leader in granulation technology; leads Middle East & Asia market entry.

Steven Thomas

Senior Advisor

Founder & 40-year CEO of Vintage Detroit Collection; e-commerce pioneer advising on digital commerce & AI adoption.

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circular economy.

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All financial figures are Carbotura planning-basis estimates. $286M DCF EV and 22% IRR are RC3 conservative baseline projections — not guaranteed returns. York County CSA executed; all other pipeline Circular Supply Agreements are in negotiation. This material does not constitute an offer to sell or a solicitation to buy any securities. Any offer will be made only by means of a Private Placement Memorandum to verified accredited investors under Rule 506(c) · Regulation D. Carbotura Inc. is a Delaware C-Corporation. Carbotura York, LLC is the Pennsylvania SPV. Prepared by Carbotura, Inc. 2026.

Building theCircular economy.

CLN converts.Cornerstone Preferred opens.