POST-AMALGAMATION BUSINESS PLAN AUGUST 2021 - TERRASCALE

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POST-AMALGAMATION BUSINESS PLAN AUGUST 2021 - TERRASCALE
Post-Amalgamation Business Plan
August 2021
POST-AMALGAMATION BUSINESS PLAN AUGUST 2021 - TERRASCALE
Disclaimer
 This Plan contains certain forward-looking statements. A forward-looking statement is any statement
 that does not relate to historical facts or events or to facts or events as of the date of this Plan. This
 applies, in particular, to statements in this Plan containing information on future earnings capacity, plans
 and expectations regarding the Company’s business, its growth and profitability, as well as the general
 economic and legal conditions and other factors to which the Company is exposed. Statements made
 using words such as “expects,” “plans,” “intends,” “predicts” or “forecasts” may be an indication of such
 forward-looking statements.

 The forward-looking statements contained in this Plan are based on the Company’s current estimates
 and assessments. These forward-looking statements are based on assumptions and are subject to
 risks, uncertainties and other factors, the occurrence or non-occurrence of which could cause actual
 circumstances – including with regard to the assets, business, financial condition and results of operations
 as well as profitability of the Company – to differ materially from or fail to meet the expectations expressed
 or implied in the forward-looking statements. Even if future results of the Company meet the expectations
 expressed herein, they may not be indicative of the results of any succeeding periods.

 In light of the uncertainties and assumptions, it is also possible that the future events mentioned in this
 Plan may not occur or may differ materially from actual events. In addition, the forward-looking estimates
 and forecasts reproduced in this Plan from third party sources could prove to be inaccurate. The foregoing
 may prevent the Company from achieving its financial and strategic objectives.

 The forward-looking statements contained in this Plan speak only as of the date on which they were
 made. Investors are advised that neither the Company nor the Listing Agent assume any obligation or
 intend to, except as required by law, publicly release any updates or revisions to these forward-looking
 statements to reflect any change in the Company’s expectations with regard thereto or any change in
 events, conditions or circumstances on which any such statement is based or to adjust them in line with
 future events or developments.

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POST-AMALGAMATION BUSINESS PLAN AUGUST 2021 - TERRASCALE
Transaction Summary
   FINANCIAL RESTRUCTURING &                                      FINANCIAL RESTRUCTURING & FUNDING
   STRATEGIC TRANSFORMATION                                       FUTURE ACTIVITIES
   TerraScale Inc. (Delaware, USA) (“TerraScale”) and iQ          IQ International AG is currently subject to a Composition Moratorium. In
                                                                  order to address capital and balance sheet issues, the iQ Board of Directors in
   International AG (Zug, Switzerland) (“iQ”) have signed
                                                                  conjunction with the management of TerraScale has commenced multiple
   Definitive Share Exchange Agreements to merge their
                                                                  initiatives. These include:
   operations with the intent of revolutionizing the green data
   center market. The joint company presents a world-first                 1.   The successful extension of the maturity of its principal senior lender.
   combination of best-in-class green data centers, secure                 2.   Actively exploring recapitalizing its battery business in a variety of
   private and public cloud solutions, robust energy storage                    ways including debt financing, minority and majority control equity
   (Batteries), innovative renewable power management, and                      investment, and outright sale.
   leading edge cybersecurity expertise and technologies, all              3.   Raising additional equity or equity linked capital.
   under one unified brand.
                                                                  The Company believes that one or more of these initiatives will prove
                                                                  successful. This will allow for the satisfaction of all of iQ’s liabilities and providing
   Bringing these elements together under one “roof” will         ample working capital to enable the clean transition into new business verticals
   create a next generation data center model that will be        and ensuring the execution of the attractive opportunities that TerraScale will
   the most secure, energy and cost efficient data centers        bring to the combined company.
   available globally. Given the large and accelerating demand
   for data centers combined with ever growing security and       PROJECT DEBT FINANCING:
   environmental concerns, this “green cloud” will become         A major component of the strategic initiatives going forward will be the
   the new, necessary, global standard immediately following      development of green, secure, cost efficient data centers. There is a well-
   shareholder approval, the combined company will be             developed capital market with many providers of structured project financing
   renamed TerraScale AG (the “Company”) and will continue        for these highly valued assets. TerraScale’s management team, with its
   to be headquartered in Zug, Switzerland. iQ will remain as     collective decades of experience executing data center projects, is actively
   our core brand for our various offerings.                      engaged and in the process of receiving structured finance debt proposals,
                                                                  including in the form of PACE bond financing for qualifying US projects.
                                                                  Property Assessed Clean Energy (“PACE”) financing is an innovative US
   Under the terms of the agreement, which has been
                                                                  government sponsored mechanism for energy efficient and renewable energy
   unanimously approved by both companies’ Boards of
                                                                  improvements on private property. There are also many non-PACE project
   Directors, the share ownership of the company on a             debt providers. Currently TerraScale has targeted multiple initial projects and
   fully diluted basis (i.e. when taking into consideration all   locations to utilize this approach.
   stock options granted but not yet exercised) will be 49%
   TerraScale shareholders, 51% iQ shareholders. The company      Near-Term project pipeline:
   will continue to be traded at the General Standard of the           •        Energos Reno: our pilot 100MW data center campus. Development is
   German stock exchange (Deutsche Börse) in Frankfurt/                         currently underway with construction anticipated to commence Q1
   Germany.                                                                     2022.
                                                                       •        Energos Los Angeles: exploring the opportunity to acquire a building
   At the consumption of the transaction, pending                               in downtown LA. The building is located adjacent to One Wilshire,
   shareholder approval, the new company will be under                          and has the potential to be a top-tier data center alternative in the
   the leadership of TerraScale’s co-founder Danny Hayes as                     Downtown LA market.

   CEO and retired Lieutenant General Michael Barbero as               •        Energos Japan: Assessing the opportunity to develop a 25MW
   Chairman.                                                                    advanced data center, up to 1GW of renewable energy throughout
                                                                                the entire Kansai region in Phase One, and up to 10 GW of renewable
                                                                                energy in future phases
   TerraScale AG intends to pursue large industrial level
   battery prospectus work for the listing of the TerraScale           •        Pipeline of multiple, global projects

   shares.
                                                                  Ni-Zn Battery production campus:

                                                                  Reno, Nevada - next to the Energos Pilot Data Center and also located in
                                                                  Northern Nevada.

                                                                  Equity Plan

                                                                  TerraScale is in advanced discussions and negotiations with equity providers
                                                                  who invest at either a project level, i.e. an individual data center or at the
                                                                  corporate level. These providers include PE Funds, Sovereign Wealth Funds,
                                                                  Data Center REITS and large Strategic Corporations located in the United
                                                                  States, Asia and the Middle East. The Company anticipates being able to
                                                                  choose from multiple proposals from these sources.

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POST-AMALGAMATION BUSINESS PLAN AUGUST 2021 - TERRASCALE
Transaction Summary (cont.)
   NEW BUSINESS VERTICALS

   The new joint entity will see the continuation of existing iQ business                 Nickel Zinc Batteries
   verticals subject to the sale or control investment outcome and the
                                                                                          iQ has signed an LOI with ZAF and AEsir to build a new
   establishment of new verticals which include:
                                                                                          factory for the production of its NiZn battery. Advantages

   Green Data Centers                                                                     of Ni-Zn technology are numerous, especially to enterprise
                                                                                          power projects. Some of the key benefits of Ni-Zn technology
                                                                                          include:
              The global green data center market will be worth $221.4B by the
              end of 2022, with the demand expanding at an exuberant CAGR of
              30.8% during the forecast period of 2014 to 2024.                               •      The NiZn battery is ideally suited (Long life & high

              -Transparency Market Research, July, 2018                                              density) to Data Center applications and is the lowest
                                                                                                     battery CAPEX between Lithium, Lead-Acid and
                                                                                                     NiZn.
   TerraScale is currently in the process of developing multiple data centers
   in the United States, as part of its global “Project Energos” rollout.                     •      Higher Energy Density vs Lead Acid (needing ½ of

   TerraScale’s data center will be the first large-scale low carbon emissions                       the batteries while offering 2x the life, consuming ⅓

   Data Center via on-site power within the United States. Energos Reno                              of the batteries over a 20 year period as compared to

   will be the first data center campus to have on-site behind-the-meter                             lead acid).

   renewable energy generation and storage, providing backup and                              •      Fully and economically recyclable versus lithium
   primary energy for times where there is no sun, wind, or utility. 100%                            based batteries.
   reliability built to government standards with commercial flexibility.                     •      The chemistry allows for elevated temperatures
                                                                                                     enabling co-location with power conversion/
              •     Energos Reno (Reno, NV): Project Energos commences with
                    Energos Reno, our pilot project located at Renewable Energy                      conditioning systems. NiZn retains its thermal
                    Park, in the vicinity of Hazen and Fernley in Northern Nevada.                   stability even when operating under high discharge
                    This parcel is located near major Polaris, Tesla and Apple                       rates.
                    facilities, the Energos Reno data center, will be placed inside
                                                                                              •      NiZn is safe, non-toxic, non-combustible, non-
                    of a Special Purpose Vehicle (SPV) which will be located inside
                    of a designated opportunity zone, this provides investors with                   explosive, and RoHS compliant.
                    long-term tax advantages. Currently ready to launch, Energos              •      Highest IRR with a combination of performance,
                    Reno introduces a data center with on-site renewable and zero
                                                                                                     reliability and cost, NiZn provides the best value
                    carbon power to the area. Additionally, we add in a flexible data
                                                                                                     proposition to data center owner/operators.
                    center design. This proven modular design facilitates efficient,
                    resilient and repeatable data center builds worldwide. The
                    conceptual design of TerraScale’s Energos Reno project won the        Green Cloud
                    Outstanding Property Award London in the Category of Property
                                                                                              •      Our Green cloud platform leverages our partners
                    Development – Environmental/ Sustainability.
                                                                                                     proprietary technology, reducing data center
              •     Energos Los Angeles (Los Angeles, CA): TerraScale is exploring                   space, power, and cooling requirements in half. The
                    the opportunity to acquire a building in downtown LA. This                       technology allows our subsсribers tо hаve аt their
                    building is located adjacent to One Wilshire, one of the top three
                                                                                                     disposal а virtual cluster оf соmрuters, аvаilаble at all
                    telecommunications centers in the world, and has the potential
                                                                                                     times, from any location.
                    to be a top- tier data center alternative in the Downtown LA
                    market. 13‐story building with a basement originally constructed
                                                                                              •      Together we can compete against the best cloud
                    in 1913, with many updates, with more than 75,000 sq. ft. of space.
                                                                                                     provider services globally while keeping the
                    Features direct access fiber to One Wilshire via five conduit
                    line and one cage to One Wilshire and is located adjacent to
                                                                                                     TerraScale commitment to sustainability; we will be
                    One Wilshire, the most vital carrier hotel in the Western United                 the fastest, greenest, and cheapest cloud solution in
                    States and a key connection point to the Pacific Rim. Seven                      the world.
                    Telco Carriers are currently installed in the building. Further,
                    existing customers represent opportunity for initial revenue at           •      Our solution we be launched in multiple
                    the location.                                                                    simultaneous Project Energos locations.

              •     Energos Japan (Wakayama Prefecture): Assessing the
                                                                                          Cooling Technologies
                    opportunity to develop up to 25MW advanced data center in
                    the industrial zone, development of up to 1GW of renewable            TerraScale is commercializing an innovative and disruptive
                    energy throughout the entire Kansai region in Phase One, upon
                                                                                          cooling technology with our partners, revolutionizing the
                    execution of a PPA with an offtaker, and finance and develop
                                                                                          cooling-related aspects of building design.
                    up to 10 GW of renewable energy throughout the entire Kansai,
                    Japan region in future project phases, upon execution of a Power
                    Purchase Agreement (PPA) with an offtaker. Anticipate sign-off
                    on MOU from Wakayama Prefecture Government by August 2021.

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POST-AMALGAMATION BUSINESS PLAN AUGUST 2021 - TERRASCALE
Transaction Summary (cont.)

                                                               •   Cyber Analyst Security Operations Suite (CASOS):
    Cybersecurity Portfolio
                                                                   A robust collection of tightly integrated DCO capabilities with
                                                                   Technical Add-ons for Splunk, Industrial Control Systems
    TerraScale possesses the exclusive rights to several           (ICS) - Supervisory control and data acquisition (SCADA).
    exceptionally effective and innovative Cybersecurity           All capabilities are presented via a single dynamic user
    products and solutions through its relationship with           interface and further enabled by a robust yet intuitive security
                                                                   orchestration, automation and response platform and a
    Digital Ledger Holdings, LTD (DLH). DLH, a company
                                                                   customizable playbook that complements existing business
    owned equally by Robert Bardo, Matthew Iannelli
                                                                   workflows and policy.
    and K. Danny Hayes, is at the forefront of research
    and development within the realm of defensive              •   Data Brokering Manager (DBM): A data broker tier manager
                                                                   and regression test framework for a variety of kafka-enabled
    cybersecurity operations (DCO), collaborating with
                                                                   data brokering solutions, a current commercial product gap.
    fortune 100 companies and innovative start-ups. DLH
    focuses on the high value gaps in today’s technology       •   Tamper-proof Data Transport (TDT): Kafka-based data
    and processes associated with cybersecurity, leveraging        brokering, at an enterprise scale, employing encryption
    decades of experience to develop solutions to                  ranging from high bit elliptical curve encryption to encryption
                                                                   secured with quantum derived key sets.
    challenges most consider too difficult to solve.
                                                               •   Continuous Risk Innovative Secure Software Factory
    Below are the first five cybersecurity products &              (CRISS-F): A scalable secure microservices architecture,
    models targeted for TerraScale’s commercialization and         supporting robust DevSecOps workflows and automated CI/
    distribution efforts with its large commercial partners.       CD pipelines, able to address the coveted “cATO” accreditation
    The intent of our initial product solutions is two fold:       needs of the government and the security compliance-
    first we will drive product and subscription sales while       oriented commercial customer.

    secondarily enabling long-lasting revenue streams          •   Business Process Integration Module (B-PIM): enables
    and benefits attached to each of the five in the form          decision authorities the ability of oversight to technical
    of recurring integration and support labor (hourly             frameworks, processes, solutioning code, and workflow by
                                                                   leveraging the ontology of each as the authoritative source
    or contract) and customer project focused product
                                                                   for all relational data. This provides a foundation for effective
    deployments (fixed labor). Our data center tenants
                                                                   security overlays and methodologies typically difficult
    will benefit from all Cybersecurity portfolio solutions
                                                                   to employ within networks where behaviors are not well
    as part of an inherent part of the data center security        documented or predictable.
    architecture.

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POST-AMALGAMATION BUSINESS PLAN AUGUST 2021 - TERRASCALE
The TerraScale Story

         In the midst of every crisis,
         lies great opportunity.                                                                          ALBERT EINSTIEN

 Founded in March of 2020 in Beverly Hills, CA, TerraScale is a leading green

                                                                                        TerraScale In the News:
 technology and infrastructure development firm that designs, engineers,
 builds, and operates both large-scale, sustainable data centers as a service,
 as well as smaller solutions co-located on premise, or at the edge. TerraScale
 places sustainability, digital infrastructure and cybersecurity resilience at the
 center of its value proposition: To jumpstart the future of digital infrastructure
 by developing innovative, green solutions for the world’s most pressing energy
 and digital infrastructure challenges transforming and disrupting the way the
 world stores data.

 As we migrate towards a future in which data is at the core of our commercial
 and social realities, the threats to data storage and use, such as climate change,
 cyber-attacks, population growth and public health crises are becoming more
 abundant than ever. Recent events have only highlighted society’s heavy
 reliance on fragile, inefficient and wasteful legacy systems and the need for
 green, smart, secure critical infrastructure has never been greater. Additionally,
 the global green data center market will be worth $221.4 billion by the end of
 2022, with the demand expanding at an exuberant CAGR of 30.8% during the
 forecast period of 2014 to 2024.

 TerraScale is initially focused on three business verticals, Digital Infrastructure,
 Green Power and Managed IT Services, enabling TerraScale to provide unique
 solutions to pressing challenges worldwide. TerraScale is redefining data
 centers by leveraging on-site and renewable power infrastructure, plus cyber
 security, wrapped into one solution for commercial and government clients.
 When it comes to green power infrastructure, TerraScale is able to deliver the
 most globally commanding and market-making solutions available in the
 world by defining, integrating and deploying the most advanced renewable
 energy generation technologies, equipment and systems. TerraScale’s
 cybersecurity suite allows for corporations to run smoothly while TerraScale’s
 managed services team keeps data secure under lock-in-key.

 TerraScale’s flagship initiative, Project Energos, is a global plan to design,
 develop, finance, build, and manage the infrastructure required to
 accommodate our planet’s rapid increases in data usages, enable a heightened
 response to emergencies and power our planet; all in a resilient and
 sustainable fashion. With a dual-launch in Reno, Nevada & Wakayama, Japan,
 these projects are expected to strengthen both region’s economic vitality
 and growth as well as new employment opportunities. Upon completion, the
 Energos Reno project will be the first large-scale carbon emissions-free data
 center via on-site power within the United States.

 TerraScale has also recently partnered with Fujitsu, a Fortune 500 Japanese
 information tech company and team of Harvard doctors to transform how
 the medical community looks at and secures proprietary data by creating a
 CRM that allows for safer, more efficient storage of proprietary data as well as
 improved efficiency in how healthcare providers connect with their patients in
 a more efficient way.

 In May of 2020, TerraScale and iQ International, a Sustainable Technologies
 Company that manufactures and distributes highly efficient batteries and
 is publicly traded on the Deutsche Brse (Frankfurt), signed Definitive Share
 Exchange Agreements to merge their operations with the intention of                       For All of Our News Articles:
 revolutionizing the green data center market. The union of TerraScale and iQ
 will jumpstart the use of nickel zinc batteries rather than lithium-ion batteries
 to make data centers safer and the extraction and mining process cleaner.

 TerraScale’s ultimate goal is to unleash a new wave of critical infrastructure
 development and solutions deployment, while bringing key partners to foster
 innovation, economic growth, job creation and sustainability. At TerraScale, we
 don’t want to just sell data storage, we want to grow and scale, partner with
 innovative companies and expand our services and technologies.

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POST-AMALGAMATION BUSINESS PLAN AUGUST 2021 - TERRASCALE
Key Accomplishment Timeline
  (TO-DATE)

         March 2020: TerraScale Founded.
                                                             01
                                                             02    March 2020: Project Energos plan developed.

                                                             03
         April 2020: Reno selected for the location of the
         pilot project (Energos Reno) of Project Energos.

                                                             04    June 2020: Real Estate Services agreement
                                                                   secured with JLL.

         July 2020: Global ESA Agreement w/ IBM.
                                                             05
                                                             06
                                                                      October 2020: Renewable Energy Park site
                                                                      chosen for Project Energos Reno.

     November 2020: Collaboration Agreement with
     Ambri inked. (PR Newswire)
                                                             07
                                                                      November 2020: Hired Mike Coleman to become

                                                             08       Chief Innovation Officer (PR Newswire) and Col.
                                                                      (Ret) Mark Schonberg as President.
                                                                      (Yahoo! Finance)
      November 2020: Master planning of Energos Reno
      project completed by Black & Veatch, Stantec &         09
      EYP Mission Critical Facilities.                             December 2020: The Private Credit Group of Goldman

                                                             10    Sachs Asset Management, L.P. provided a letter of
                                                                   support to TerraScale, confirming the interest of one
                                                                   or more funds managed by GSAM PCG, in providing
         December 2020: Technology and
         Cybersecurity portfolio additions.
                                                             11    financing to support the construction of our Datacenter.

                                                             12     January 2021: LTG (Ret.) Michael Barbero
                                                                    becomes Chairman. (PR Newswire)

       January 2021: LOI signed iQ International AG.         13
                                                                  February 2021: Energos Reno Project wins

                                                             14   the Outstanding Property Award London
                                                                  in the Category of Property Development –
                                                                  Environmental/ Sustainability, awarded to the

 February 2021: Discussions commence with Fujitsu.           15   conceptual design of TerraScale’s Energos
                                                                  Reno project. (Business Insider)

                                                             16      March 2021: Structured Finance provided an
                                                                     Expression of Interest for PACE funding of the
   April 2021: Renewable Energy Park selected for the                Energos Reno Data Center.
   location of Energos Reno project. (PR Newswire)           17      (see due-diligence page)

                                                             18   May 2021: Site evaluation and feasibility studies
                                                                  for Energos Los Angeles in process with JLL.

                                                             19
      May 2021: All stock exchange agreements
      executed and the Ad Hoc announcing the
      intended amalgamation of TerraScale Inc and
      iQ International AG.
                                                             20   July 2021: Fujitsu MOU in finalization

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POST-AMALGAMATION BUSINESS PLAN AUGUST 2021 - TERRASCALE
Capitalization Schedule

     The management teams of both iQ International AG             NEAR & MEDIUM TERM FUNDING
     and TerraScale Inc. believe that the amalgamation of         TerraScale is raising a Seed Round of up to $10 million in the form of
     the two companies into a combined TerraScale AG will         Convertible Notes. Next, TerraScale intends to raise a Series A round
     have the elements for success for the benefit of their       of financing in the range of $25 to $50 million in the form of either
     shareholders, stakeholders, customers and society.           Common Stock or Convertible Securities. Hudson Capital Advisors
                                                                  BD is the company’s agent and advisor. After the forthcoming
     The recent and ongoing health pandemic has both
                                                                  shareholders meeting and amalgamation, the authorized and
     accelerated existing trends and created new vectors
                                                                  conditional capital will be increased. Thereafter, major investment
     of economic transformation. The confluence of these
                                                                  sources plan to raise or invest at least $100 million in equity capital
     tragic conditions has highlighted the tremendous
                                                                  into the combined company after the final closing at the next AGM.
     demand for critical digital infrastructure with a key
                                                                  The expected timeline is as follows:
     focal point being data centers. Thanks to all of the
     many drivers of digital demand including, the Internet
     of Things, data centers are in high demand. This data            FORWARD LOOKING MILESTONES
     needs to be stored, processed, transported securely and
     demand is outstripping capacity.                                     May 2021: Ad Hoc Announcement. (completed)

                                                                          May 2021: Amalgamation Press Release. (completed)

 THERE ARE 3 KEY ELEMENTS                                                 May/June 2021: Secure $500M PACE Financing commit-
 REQUIRED TO DELIVER ON THIS                                              ment for data center projects & battery factory construc-

 OPPORTUNITY.                                                             tion. (completed)

                                                                          May/June 2021: Timeframe for iQ to receive Term Sheets
      1. Strategic Vision: TerraScale AG presents a world first
                                                                          from prospective purchasers/investors for the battery
      combination of best-in-class green data centers, energy
                                                                          business and selection of the final partner. (completed)
      storage, power management and cybersecurity expertise.
      Bringing these elements together under one “roof” will              June/July 2021: Buyer exclusive due diligence period for

      create a next generation data center model that will                selected battery business financier. (completed)

      be the most secure, energy-efficient and cost-efficient             August 2021: Convertible notes to be agented by Hudson
      data centers available globally. Given the large and                Capital – issued before the end of August 2021 and fully
      accelerating demand for data center capacity combined               convertible at the Annual Shareholder holder meeting
      with the ever growing cybersecurity and environmental               planned at the start of 2022.
      concerns, this “green cloud” will become the new,                   September 2021: IQ EGM to finalize changes in Board of
      necessary global standard.                                          Directors and Executive Management team.

      2. Human Capital: The combined company will have a                  September/October 2021: Upon the completion of the
      team of the brightest and most experienced executives               EGM, the sale of the battery division will be consummat-

      with domain expertise in data centers, energy storage,              ed through a post-EGM Board Meeting, allowing the
                                                                          transfer of the funds of which the proceeds will be used
      power and thermal management and cybersecurity.
                                                                          to clear all existing debt and provide additional funds for
      3. Financial Capital: The combined management team                  TerraScale.

      has relationships around the world with Sovereign wealth            November 2021: Audit complete and closure of the 2019
      funds, Private Equity funds, REIT’s, large corporations,            and 2020 Financial years.
      major banks and investment banks who agree with and
                                                                          February/March 2022: AGM for the 2021 financial year-
      want to support this strategic vision.
                                                                          closing out the last chapter of financials reflecting iQ In-
 The combined management team is committed to taking                      ternational, with everything onward reflecting Terrascale
 these three key elements to create a valuable, important,                performance.

 ethical and sustainable enterprise that create value for                 May 2022: Completion of the Prospectus.
 shareholders, employees, customers and society.
                                                                          Q1 2022: Commence development of Energos Reno
                                                                          project.

                                                                          Q1 2022: Commence development of Energos
                                                                          Los Angeles project.

                                                                          Q2 2023: Project Energos Reno completed.

                                                                          Q3 2023: Project Energos Los Angeles completed.

                                                                                                                                            8
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POST-AMALGAMATION BUSINESS PLAN AUGUST 2021 - TERRASCALE
Executive Summary

   TerraScale is a green technology company that is               iQ International AG is a multinational cleantech company publicly
   reinventing the future of digital infrastructure. As data      traded on the Regulated Market of the Frankfurt Stock Exchange with
   demands continue to surge, climate threats mount and           its global head office in Zug, Switzerland. The Company owns a world
   cyber threats increase at unprecedented rates, TerraScale      leading IP portfolio enhancing both battery performance and manu-
   places green energy, digital infrastructure and cybersecu-     facturing/recycling efficiency. It currently owns and operates a battery
   rity at the center of its data center development projects     manufacturing facility in Italy and has signed definitive agreements to
   and solutions.                                                 acquire a second facility in South America.

   By bringing together best-in-class partners and service        iQ’s technologies won the prestigious Frankfurt Automechanika first
   providers across technology, green engineering, cyberse-       prize award in 2010 and the European Greentec Gold Medal Award in
   curity, real estate, energy construction firms, and more,      2017. iQ secures the strategic PowerTech resiliency required for Ter-
   TerraScale modernizes businesses and communities               raScale’s Project Energos and rounds out a vertically integrated Green
   around the world- creating digital infrastructure that is      Cloud and IT services offering.
   future-proof.

   Designed to deliver greener, smarter and secure access to
   data, our projects accommodate the needs and demands
   of businesses and communities of today and of the future.

   TerraScale is focused on three key verticals:
                                                                  TerraScale’s flagship initiative, Project Energos, is a global plan to
       1. Digital Infrastructure (Data Centers & Transport)       design, develop, finance, build and manage the infrastructure required

       2. Green Power Infrastructure                              to accommodate our planet’s rapid increases in data usages, enable

         (Generation & Battery Storage)                           a heightened response to emergencies and power our planet; all in a
                                                                  resilient and sustainable fashion. Project Energos, plans to deploy 20+
       3. Managed IT Services & Cybersecurity
                                                                  data centers globally over the next 5-10 years.

    TerraScale has its own suite of Cybersecurity products.       This ambitious plan commences with Energos Reno, our pilot project
    The intent of these IP products is to enable project stake-   located at Renewable Energy Park.
    holders long-lasting high growth revenue streams and
    benefits attached to each in the form of labor and actual     Currently ready to launch, Energos Reno introduces a data center with
    product deployments. All born out of experienced gaps         on-site renewable and zero carbon power to the area. Additionally, we
    and “pain points” within customer spaces.                     add in a flexible data center design. This proven modular design facili-
                                                                  tates efficient, resilient and repeatable data center builds worldwide.

                                                                                    The conceptual design of TerraScale’s Energos Reno
                                                                                    project won the Outstanding Property Award London
                                                                                    in the Category of Property Development – Environ-
                                                                                    mental/ Sustainability.

                                                                  Ongoing discussions with various leading data center - focused funds
                                                                  across Asia are underway to explore a potential Op-Co / Prop-Co model
                                                                  which allows us to rapidly scale to 20+ data centers globally.

                                                                  In addition, TerraScale has put in place debt facilities with strategic part-
                                                                  ners for the funding of the data centers.

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POST-AMALGAMATION BUSINESS PLAN AUGUST 2021 - TERRASCALE
iQ Business Transition
   IQ BATTERY DIVESTITURE
   iQ has been a developer of technology for automotive and power storage
   batteries for over two decades, and it was one of the first companies in the
   world to pioneer battery management systems. Many shareholders of the
   company have been invested for the entire period evidencing the dedication
   of the shareholder base. In that time iQ has successfully invented and
   commercialized some of the most valuable intellectual property for industry
   leading technologies that increase the performance and production efficiency
   of batteries, while at the same time reducing the cost. Yet, the market has not
   rewarded this with returns in line with the significance of its patent portfolio
   and accomplishments. Like anything that someone has been part of for
   an extended period of time, it is hard to change as it is natural to become
   attached. Transitioning iQ’s business from its historical path to one that is
   better aligned with today’s most exciting industries has been no different.

   Since stepping in at the beginning of 2019, the current executive team of iQ
   successfully up listed the company from the Berlin Exchange to the General
   Standard of the Frankfurt Stock Exchange as part of the plan to raise equity
   through its German Investment Bank and listing agent. In addition, the
   Company further developed its patent portfolio to 69 patents with more than
   40 patents pending, bought the Italian battery factory (SIA), and negotiated
   to buy and signed share purchase agreements to acquire a second battery
   factory in South America. Further, iQ attracted and retained the most
   experienced and senior management team within the battery industry. All of
   these steps have been necessary to positioned iQ for success in the battery
   business, now requiring capital.

   Both the equity raise for iQ by the German Investment Bank and the second
   $131 million institutional financing were impacted, delayed, and lost due first
   to the COVID pandemic, which hit the Company three months after up listing
   and right before the German Investment Bank’s roadshow, and then later by
   the death of the Institutional Financier’s CEO and sole signatory. Regardless of
   the Company’s setbacks, iQ’s strategic up listing, superior battery technologies
   and renewable power expertise have made the company the ideal vehicle for
   TerraScale.

   Amalgamating with TerraScale presents an excellent opportunity for
   shareholders to participate in a rapidly growing sector around digital
   infrastructure and the evolving digital economy. In order to facilitate this
   transaction and ensure the combined business is free of balance sheet
   impediments and positioned strongly to execute on its business plan, iQ has
   decided to sell its battery business, including IP, or to bring in a control equity
   investor that has the wherewithal to take the business forward. Management
   believes these moves establish a foundation for the company to transition
   into a highly relevant industry that is extremely important for the future
   - one which garners a much higher stock price multiple versus lead-acid
   batteries - assuring a long-term viable investment for shareholders. The
   TerraScale founders have spent years preparing the necessary technologies
   and opportunities to make this possible, and the timing of this transaction to
   launch TerraScale to the public markets is ideal.

   Parties interested in iQ’s battery business will be buying or investing in a
   company that has a significant competitive advantage through technology
   over the incumbent leaders at a time when battery innovation and
   improvement in performance has finally caught up with iQ’s intellectual
   property. With the lead acid battery industry growing faster than experts
   expected, management believes the value proposition established from the
   past few years of work will be a compelling prospect.

TERRASCALE.ORG                                                                           10
Forward Looking Financials
   Single Unit Data Center Revenue & Profit Model

                                                TerraScale Revenue, US$m
          50
          45
          40
           35
          30
          25
          20
           15
           10
            5
            0
                    2023       2024        2025        2026        2027        2028        2029          2030        2031

                                            Data Center             Energy Royalties            iStorm Renewables Infrastructure
                                            Lease                                               &Managed Services

                                                       Profitability Margins
          50                                                                                                                   90%
          45                                                                                                                   80%
          40
                                                                                                                               70%
           35
                                                                                                                               60%
          30
                                                                                                                               50%
          25
          20                                                                                                                   40%

           15                                                                                                                  30%
           10                                                                                                                  20%
            5                                                                                                                  10%
            0                                                                                                                  0%
                    2023       2024        2025        2026        2027        2028        2029          2030        2031

                                            Total Revenue           EBITDA Margin               PBT Margin

  The above charts are based on a model of a SINGLE 20+MW DATA CENTER. Based on TerraScale’s anticipated growth plans of building 20+ of
  such Data Centers globally, our potential revenue is well positioned to exceed US$1B whilst continuing to maintain strong EBITDA margins.

  EBITDA margins are expected to remain stable at ~80% given our lean operations and technology-driven operations that allow for rapid
  global scalability.

  Management is highly confident about the above financial profile given that we have already built up a strong pipeline of DC Load
  commitments of over 20MW through our reputable Leasing partners.

  Following the merger with iQ, Management expects robust growth on the back of a highly synergistic combined business which allows
  TerraScale to integrate upstream through the use of energy efficient and safer batteries to enable the Data Centers.

  Data Centers are one of the fastest growing markets for energy storage products and services, The global data center Uninterruptible
  Power Supply (UPS) market size alone has surpassed $6 billion and anticipated to expand at a CAGR of 7.3%. The lead acid battery segment
  accounted for more than 95% of the market in 2017, followed by the lithium ion. We intend to disrupt this market place, and in turn capture
  a large portion of it, with NiZn battery technology and present the UPS market with a better performing, higher energy density battery
  foundation, reducing costs, extending lifespan and servicing a wider range of applications.

TERRASCALE.ORG                                                                                                                                  11
POST
         AMALGAMATION
         ORG CHART

                                                                   Keary (Danny) Hayes II
                                                                              CEO

          Soheila Yalpani             Paul McCulloch                   Mark Schonberg                             Bruce Raben           David Lim
                COO               INCOMING CCO/GENERAL COUNCIL             PRESIDENT                                  CIO               INCOMING CFO

Blake Raynor          Paul Becker               Mike Coleman            Philip Eggen          Gordon Dodson          Brian Wilcox      Olivier Ernst
BRAND MANAGER               CAO                       CTO                     CTO                  CPIO              PROJECT MANAGER    DIRECTOR OF
                                             CRITICAL INFRASTRUCTURE        FINTECH                                                    CAPITAL AFFAIRS

          Board of Directors                          Advisory Board
                        Michael Barbero                                Dr. Joseph Stanislaw
                        EXECUTIVE CHAIRMAN                             ADVISORY BOARD

                                                                                                          Legal:
                       Keary (Danny) Hayes II                          Roland Koch
                       BOARD OF DIRECTORS                              CHAIR OF ADVISORY BOARD

                                                                                                          Bank:
                       Dr. Umer Sayeed-Shah                            Christian Katz
                       BOARD OF DIRECTORS                              ADVISORY BOARD

                                                                                                          Accounting:

                       Soheila Yalpani
                       BOARD OF DIRECTORS                              Dr. Max Narovlyansky
                                                                       ADVISORY BOARD

     TERRASCALE.ORG                                                                                                                            12
Relevant Market Trends
   Current market trends for each segment where TerraScale has product & service expertise
   to opportunistically pursue:

   COLOCATION:                                                       EDGE:
                                                                     Due to IoT proliferation, the global market for edge
   Global colocation data center market will grow from $31B
                                                                     computing is set to capture a CAGR of 27.3% between 2017
   in 2017 to $105B in 2026 at an anticipated CAGR of 14.2%
                                                                     and 2023 to reach a valuation of more than $9.2B.
   between.
                                                                     –Market Research Future, February, 2019
   – Zion Market Research, December, 2018

   CLOUD:                                                            GREEN DATA CENTER MARKET:
   In preparation for 5G mobile and wireless (IoT Edge), Cloud       The global green data center market will be worth
   Services Providers (CSPs) will implement digital infrastructure   $221.4B by the end of 2022, with the demand expanding at an
   with a revenue growth at a 25% CAGR to $42.1B by 2022.            exuberant CAGR of 30.8% during the forecast period of 2014
   –Research and Markets, January, 2019                              to 2024.

                                                                     –Transparency Market Research, July, 2018
   HYPER CLOUD:
   The global hybrid cloud market size was valued at $36.1B in
   2017, and is projected to reach $171.9B by 2025, growing at a     HYPERSCALE:
   CAGR of 21.7% from 2018 to 2025. Digital Infrastructure-as-a-     Global Hyperscale Data Center market is expected to grow
   Service (aka Data Center-as-a-Service) is projected as one of     from $20.2 billion in 2016 to reach $102.19 billion by 2023 with
   the most lucrative segments.                                      a CAGR of 26.0%.

   –Allied Market Research, October, 2018
                                                                     —Wiseguy Reports, December 2018

                                                                     GLOBAL DATA CENTER MARKET:
                                                                     (all types):
                                                                     Global data center market (all types) will generate (total)
                                                                     revenues of $174B by 2023, growing at a CAGR of 4% during
                                                                     the five-year forecast period.

                                                                     – Arizton Advisory and Intelligence, December 2018

TERRASCALE.ORG                                                                                                                          13
Post-Amalgamation Business Plan

Contact us:

CA ADDRESS:             CONTACT E-MAIL:
5855 Green Valley Cr.   contact@TerraScale.org
Suite 312
Culver City, CA 90230                                     IQINT.COM   TERRASCALE.ORG
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