General Terms and Conditions

1Scope

These General Terms and Conditions (the "Terms") apply to all services rendered by Zumsteg Consulting EF, Kröschhofstrasse 190, 5046 Walde AG, Switzerland ("Zumsteg Consulting") to its clients (the "Client") in the fields of strategic corporate advisory, capital preparation, structuring support, investor-ready documentation, and network and communication support.

Specific provisions in the services and fee agreement, the advisory services agreement, the consent and mandate declaration for investor outreach, and any project-specific supplementary agreements take precedence over these Terms.

These Terms form an integral part of the mandate between Zumsteg Consulting and the Client. The further contractual documents and their order of precedence are determined by the advisory services agreement.

The Client’s own general terms and conditions do not apply unless Zumsteg Consulting has expressly acknowledged their application in writing.

2Legal position and scope of services

Zumsteg Consulting provides strategic advisory, structuring, organisational, communication and support services to companies preparing a financing, an equity participation or another form of capital raising.

Zumsteg Consulting offers, in particular, the following services:

• strategic advice and assessment of the current position;
• preparation and structuring of capital raising projects;
• support in developing a financing strategy;
• production and preparation of investor-ready documentation;
• production and improvement of presentation, pitch and information material;
• setting up and organising project-specific CRM and communication structures;
• preparation and organisational support of investor and network outreach;
• access to our database and network, and to possible counterparties;
• organisational arrangement and coordination of initial contacts;
• communication and meeting preparation;
• project management and operational support.

The specific scope of services follows from the applicable services and fee agreement and, in addition, from the advisory services agreement.

Zumsteg Consulting renders its services exclusively to and on the side of the Client seeking capital or financing. The Client, or the issuing entity concerned, remains the principal and the responsible party in the capital raising process.

Under the intended arrangement, the services of Zumsteg Consulting constitute company-side advisory, marketing, communication and support services and not a financial service rendered to investors. Under the intended contractual and operational arrangement, the activity of Zumsteg Consulting is structured as a company-side advisory, marketing, communication and support service and not as a financial or securities service rendered to investors. What is decisive is that the limits of activity set out in these Terms and in the other contractual documents are also observed in actual practice.

In particular, Zumsteg Consulting provides no investment advice to existing or prospective investors, no asset management, no portfolio management and no personal suitability or appropriateness assessment. It makes no personal recommendation to any investor regarding the acquisition, disposal, subscription or holding of a financial instrument or an investment.

Zumsteg Consulting accepts no investor funds, holds no accounts or custody accounts for investors, and neither accepts nor transmits investment, subscription, acceptance or other orders or declarations from investors directed at concluding a transaction.

Zumsteg Consulting does not take financial instruments onto its own books, conducts no contract negotiations or negotiations on investment terms for the Client or an investor, and gives no placement or financing guarantee. It does not lead or direct the capital raising process on its own responsibility.

Zumsteg Consulting is neither an issuer nor a bank, securities firm, asset manager, paying agent or investment adviser to the investors approached.

Legal advice, tax advice, audit services, prospectus review and other financial services requiring a licence or authorisation are not part of the mandate, unless expressly agreed separately and rendered by a person duly authorised to do so.

3Remuneration

The specific remuneration, when it falls due, the payment terms and any success-based additional remuneration are determined by the applicable services and fee agreement.

Where a fixed fee has been agreed there, it covers only the services described in the services and fee agreement. Additional services, special requests, subsequent changes to the scope of services, additional rounds of revisions and other services not agreed are remunerated separately.

Unless agreed otherwise, all remuneration is exclusive of value added tax at the rate applicable by law.

Remuneration for advisory, structuring, organisational and support services is owed irrespective of whether a financing, investment or other transaction comes about.

4Success-based remuneration

Success-based remuneration is owed only where it has been expressly agreed in the relevant offer or individual contract.

The amount, the basis of calculation, when it falls due and the duration of any tail period are governed by the relevant agreement.

A successful closing may consist, in particular, of an investment, an equity participation, a financing or another inflow of capital attributable to an introduction, an initiated contact or an agreed network activity carried out by Zumsteg Consulting.

An introduction is, as a rule, the first documented establishment of direct contact between a prospective investor or financing partner and the Client by Zumsteg Consulting.

Where the individual contract so provides, the success fee is also owed where the transaction is carried out through an affiliated company, an investment vehicle or a person or company economically attributable to the investor introduced.

Any success fee constitutes solely an additional component of the remuneration for the advisory, structuring, project management, communication, network and organisational support services rendered to the Client in connection with the preparation and support of the capital raising.

The success fee is not remuneration for investment advice, investment broking, execution broking, placement or any other financial or securities service requiring a licence or authorisation. Agreeing it does not extend the scope of services of Zumsteg Consulting and does not, in particular, create any authority to represent, to conclude contracts or to give investment advice.

5Obligations of the Client

Zumsteg Consulting depends on having complete and current information about the company and the project at all times.

The Client is therefore obliged to provide Zumsteg Consulting with all information, documents, access, contacts, decisions and approvals required for the rendering of the services, in complete and correct form and in good time.

The Client is responsible in particular for the accuracy and completeness of:

• company information;
• financial figures;
• business plans;
• budgets and forecasts;
• statements on the use of funds;
• statements on the business model;
• statements on the intended financing;
• presentation and investor material; and
• other information provided by the Client.

Zumsteg Consulting is entitled to rely on the information provided by the Client and is not obliged to verify its legal, tax, commercial or regulatory accuracy on its own initiative.

The Client shall inform Zumsteg Consulting without delay of any material change to the business model, the financial position, the financing, the investment terms or any other circumstance relevant to the mandate.

Delays and additional work resulting from incomplete, late or defective cooperation by the Client are not to the detriment of Zumsteg Consulting.

Specific duties of cooperation, approval and control of the Client in connection with investor outreach are governed in addition by the consent and mandate declaration.

6Investor outreach and communication

Where this forms part of the mandate, Zumsteg Consulting supports the Client in the targeted approach of prospective investors, family offices, financing partners, banks, investment companies or other suitable business partners.

Zumsteg Consulting may propose possible contacts from our database and network to the Client and pre-sort them on the basis of general project-related criteria such as sector, region, publicly known investment focus, ticket size or type of financing. Zumsteg Consulting does not determine or extend the circle of investors to be approached on its own responsibility.

Such a selection does not constitute personal investment advice to the investor concerned.

The final decision on which persons or companies are contacted rests exclusively with the Client. Contact is made only after the Client has approved the individual recipient, or a specific list of recipients, in writing or in documented electronic form.

Where Zumsteg Consulting carries out communication in the name of the Client, it does so exclusively on the basis of a corresponding mandate and, as far as technically possible, via an email address, domain or other communication infrastructure of the Client. To the recipients, the Client appears as sender and responsible party. All initial letters, templates, communication sequences and documents to be sent must be approved in advance by the Client in writing or in documented electronic form.

The details may be governed by a separate consent and mandate declaration.

Use of the Client’s communication channels does not create any authority for Zumsteg Consulting to act on the Client’s behalf in legal transactions.

In particular, without separate express authority Zumsteg Consulting is not entitled to make or accept legally binding declarations, investment commitments, contractual offers or acceptances in the name of the Client. Where an investor expresses concrete interest, the further substantive communication, the due diligence review and all contract and investment negotiations are, as a rule, conducted directly between the Client and the investor.

Any CRM used within the mandate serves solely to manage contact data, to organise and document communication, to schedule appointments and to dispatch approved messages. It may not be used to accept or forward subscription orders, investment orders or other legally binding declarations of intent from investors.

7Approval of documents and communication

The Client is responsible for the final approval of the information and documents intended for investors, financing partners or other third parties.

This applies in particular to:

• pitch decks;
• opening documents;
• executive summaries;
• business plans;
• financial plans and forecasts;
• presentations;
• email templates;
• investor letters;
• company information; and
• other project-related documents.

By granting approval, the Client confirms that the information concerned is, following its review, accurate, complete and released for the intended use.

Zumsteg Consulting is not obliged to verify the legal, tax, regulatory or commercial accuracy of the content approved by the Client.

Where work results are submitted to the Client for review, they are deemed approved unless the Client notifies specific, substantiated defects or change requests in writing within ten working days of delivery.

This deemed approval does not apply to recipient lists, investor outreach, communication content or documents intended to be used or passed on to prospective investors or financing partners. Their approval is governed exclusively by the specific approval provisions of the consent and mandate declaration.

8Involvement of third parties

Zumsteg Consulting is entitled to involve employees, external specialists, project-related partners, technical service providers and other agents in rendering its services.

For specific legal, regulatory, tax, technical or financial questions, Zumsteg Consulting may in particular recommend lawyers, tax advisers, fiduciaries, banks, prospectus providers, structuring partners or other specialists to the Client, or coordinate their involvement.

Unless agreed otherwise, contracts with such independent third parties are concluded directly between the Client and the third-party provider concerned.

Zumsteg Consulting accepts no responsibility for the decisions, performance or omissions of independent third parties.

In particular, Zumsteg Consulting gives no guarantee of:

• any regulatory authorisation or prospectus approval;
• the allocation of an ISIN;
• the establishment of a banking relationship;
• a listing or admission to trading;
• any legal or tax assessment by third parties; or
• any other decision of independent third parties.

9No success is owed

Zumsteg Consulting undertakes to render the agreed services with due care and professionalism.

No particular commercial, financial, regulatory or distribution outcome is owed.

In particular, Zumsteg Consulting gives no undertaking or guarantee that:

• an investor will show interest;
• a particular number of investors or financing partners can be identified or contacted;
• meetings with particular investors will take place;
• a financing will come about;
• a particular financing amount will be reached;
• particular financing terms will be achieved;
• a contract will be concluded;
• a particular company valuation will be reached; or
• a regulatory or banking authorisation or approval will be granted.

Nor is Zumsteg Consulting obliged to make available to the Client a particular number of investor contacts, the entire investor database or particular individual contacts, unless expressly agreed.

10Confidentiality

Zumsteg Consulting treats all non-public information received within the mandate as confidential.

Confidential information includes in particular:

• business and trade secrets;
• financial data, business plans, budgets and forecasts;
• investor lists, contact information and network data;
• CRM structures and communication strategies;
• presentations, pitch decks and other work results;
• information about clients, partners, investors and employees; and
• internal decision-making processes and the status of negotiations.

Confidential information may be passed on to employees, advisers, external specialists or project-related partners to the extent required to perform the contract and provided that those persons are subject to an appropriate confidentiality obligation.

Statutory, judicial, supervisory or official disclosure obligations remain reserved.

The confidentiality obligation continues to apply after the mandate ends.

11Data protection

The privacy statement of Zumsteg Consulting is available at zumstegconsulting.ch/datenschutz.

12Intellectual property and network

All methods, processes, templates, frameworks, standard texts, CRM structures, databases, contacts, network structures and other know-how of Zumsteg Consulting that existed before the mandate began remain with Zumsteg Consulting.

Upon full payment, the Client receives a simple, non-exclusive right to use the final work results produced specifically for it, for the business purposes contemplated by the mandate.

The following rights are not transferred, in particular:

• internal methods and processes;
• general templates;
• frameworks;
• standard texts;
• investor and contact databases;
• networks and network structures;
• CRM data holdings; and
• other pre-existing know-how of Zumsteg Consulting.

Disclosing or using individual contacts within a client project does not transfer the underlying network or the corresponding database to the Client.

13Liability

Zumsteg Consulting is liable only for direct damage caused intentionally or through gross negligence.

To the extent permitted by law, liability for slight negligence is excluded.

To the extent permitted by law, liability for indirect or consequential damage is excluded, in particular for loss of profit, financings, investments or business opportunities that did not materialise, damage to reputation, business interruption, or claims by third parties.

In particular, Zumsteg Consulting is not liable for:

• the commercial development of the Client;
• decisions taken by the Client;
• investment decisions taken by investors;
• the accuracy of information provided by the Client;
• the legal or tax structure of a financing;
• the performance of independent third parties; or
• whether a financing or investment comes about.

Zumsteg Consulting accepts no liability for whether a contract is concluded with a prospective investor or financing partner.

To the extent permitted by law, the liability of Zumsteg Consulting is limited to the remuneration actually paid by the Client under the mandate concerned.

To the extent permitted by law, the Client indemnifies Zumsteg Consulting against claims by third parties based on incorrect, incomplete, misleading or unlawful information, documents or statements provided by the Client.

14Termination

The start, the duration and any project phases of the mandate are determined by the services and fee agreement. Where the contractual relationship qualifies as a mandate (Auftrag) within the meaning of the Swiss Code of Obligations, mandatory statutory rights of termination remain reserved.

On early termination, all claims to remuneration that have arisen up to that point remain in force.

Services already rendered, project preparation, reserved resources, third-party services engaged and project-related costs already incurred are to be remunerated by the Client.

The statutory consequences of termination at an inopportune time remain reserved.

Zumsteg Consulting is entitled to suspend or terminate a mandate with immediate effect where:

• the Client is in default with payments due;
• required acts of cooperation are not carried out;
• the Client provides incorrect or misleading information;
• legal or regulatory concerns arise;
• material compliance or reputational risks arise or are imminent; or
• continuing the mandate is unreasonable for other important reasons.

Provisions on confidentiality, data protection, intellectual property, liability and any success-based remuneration survive termination to the extent required by their nature.

15Communication and delivery

Notices from Zumsteg Consulting are deemed to have been made once sent to the last postal or email address notified by the Client.

The Client agrees that communication may take place in particular by email, telephone, video conference, CRM system or other customary electronic means of communication.

The Client is aware that electronic means of communication may carry certain security and transmission risks.

Approvals, consents and other declarations may also be given by email or other documentable electronic means of communication, to the extent permitted by law and unless a stricter form has been expressly agreed.

16Compliance and regulatory change

The Client confirms that its business activity and the financing project pursued within the mandate are lawful.

The Client remains responsible for compliance with the corporate, capital market, financial market, tax, data protection and other statutory provisions applicable to its company, to the specific financing and to the target markets concerned.

Zumsteg Consulting is entitled to require additional legal or regulatory clarification, or to suspend the rendering of its services, where material elements of the project change.

This applies in particular to changes concerning:

• the financing instrument;
• the circle of investors;
• the target jurisdictions;
• the manner of investor outreach;
• any approach to retail investors;
• the role of Zumsteg Consulting; or
• the involvement of further structuring, distribution or financing partners.

Zumsteg Consulting is not obliged to carry out an activity where there are reasonable doubts as to its lawfulness or its regulatory admissibility. The parties agree that the activity described in these Terms is structured as a company-side advisory, marketing, communication and support service. As long as Zumsteg Consulting observes the limits of activity set out in these Terms, in particular by not providing personal investment advice, not accepting or transmitting investor orders, not conducting contract negotiations on its own and not directing the fundraising process on its own responsibility, the activity is, under the regulatory assessment on which the mandate model is based, not designed as a financial or securities service requiring a licence or authorisation.

Where the actual activity changes materially, or where Zumsteg Consulting is to take on additional functions, it must be examined before those functions are taken up whether this may give rise to a different regulatory classification.

17Place of jurisdiction and applicable law

Swiss substantive law applies exclusively, to the exclusion of its conflict-of-laws provisions.

The place of jurisdiction for all disputes arising from or in connection with the contractual relationship is Aarau, Switzerland, to the extent permitted by law.

18Amendments to these Terms

Zumsteg Consulting reserves the right to amend these Terms at any time for future contractual relationships.

For an existing mandate, the Terms agreed at the time the contract was concluded apply, unless the parties expressly agree on an amendment.

Should any provision of these Terms be or become invalid or unenforceable in whole or in part, the validity of the remaining provisions is not affected.

19Signatures

By signing, the "Principal" confirms having received and read the General Terms and Conditions of Zumsteg Consulting and having accepted them as part of the contractual agreement.

Signature takes place on the contractual documents within the mandate. The version reproduced on this page is a copy for information and does not replace a contractual document.