Capitalia Crowdfunding Platform Terms and Conditions

1. Definitions

1.1. Auto-invest – functionality of the Platform, whereby Capitalia provides Investors service of individual portfolio management of loans.

1.2. Business Day – any day, on which banks in Latvia and France are operating, except Saturdays, Sundays, and public holidays.

1.3. Buyback Guarantee - a provision of the Crowdfunding offer form under which Capitalia undertakes to re-purchase a Loan from the Investor if the Loan becomes Defaulted Loan. The provision applies to the particular Loan only if it is explicitly indicated in the Crowdfunding offer form for a Loan.

1.4. Capitalia – Capitalia, SE, the European Company, registered and existing under the laws of the Republic of Latvia with registration No 40003933213, legal address: Riga, Stabu iela 20 - 1, LV-1011, Latvia. Capitalia is a crowdfunding service provider in the meaning of the Regulation, authorized by the Bank of Latvia.

1.5. Collateral – mortgage, commercial pledge, or other pledge or lien that secures the fulfilment of the Company's obligations under the Project Agreement to secure the interests of the Investors.

1.6. Collateral agreement – agreement establishing a Collateral.

1.7. Company – a legal person or an entrepreneur who seeks or has received a Loan through the Platform;

1.8. Crowdfunding services – services provided by Capitalia to Investors and Companies for the matching of business funding interests of Investors and Companies through the use of the Platform.

1.9. Defaulted loan - Loan in regard to which the Company has failed or in all likelihood will fail to voluntarily fulfil its obligations under the Loan Agreement, as indicated by the following circumstances:

• 1.9.1. The Company is past due more than 90 days on any material Loan payment;
• 1.9.2. The Company is declared insolvent, or in-court restructuring of the Company is approved, or similar legal measures limiting recovery of the Loan are implemented;
• 1.9.3. The Company is in serious breach of the Loan Agreement or any Collateral agreement, which means it will not be able or willing to voluntarily fulfil its obligations under the Loan Agreement.

1.10. Interest – remuneration for the use of the Loan, calculated pursuant to the Loan Agreement and paid by the Company.

1.11. Investor – any private or legal person registered as an Investor in the Platform with the intention to provide Loans to the Companies.

1.12. Investor’s Profile – the Investor’s personal site at the Platform, which is automatically created after the Investor registers at the Platform and is available to the Investor after authentication.

1.13. Key Investment Information Sheet – a document containing information about the proposed Loan, drawn according to Regulation requirements.

1.14. Lemonway - Lemonway, a French SAS (simplified joint-stock company) whose registered office is located at 8 rue du Sentier, 75002 Paris, France, and registered with the Paris trade and companies register under number 500 486 915, approved on 24 December 2012 by the Prudential Supervisory and Resolution Authority (“ACPR”, France, website acpr.banque-france.fr/), 4 place de Budapest CS 92459, 75436 Paris, as a payment institution, under number 16568.

1.15. Loan – the amount of money the Investor has committed to lend to the Company via the Platform by indicating this amount in the Loan approval form on the Platform.

1.16. Loan Agreement – a contract between the Investor and the Company, concluded via the Platform, under which the Investor undertakes to grant the Loan to the Company and the Company undertakes to repay it and assumes other obligations according to the terms of the Loan Agreement.

1.17. Loan approval form - an application submitted to Capitalia via the Platform by the Investor. Loan approval form constitutes acceptance of the Loan agreement terms (as laid outlined in the Key Investment Information Sheet) and authorizes Capitalia to transfer the Loan to the Company if the Project Agreement is concluded between Capitalia (in the interests of the Investors) and the Company.

1.18. Management Fee – monthly fee paid by the Company to Capitalia for providing the Crowdfunding service. The amount of the fee is disclosed on the Platform and specified in the Project Agreement.

1.19. Non-sophisticated investor – an Investor who is not a Sophisticated Investor.

1.20. Parties – Capitalia, the Company, and the Investor, as the case may be.

1.21. Investment Wallet – an account opened in the name of the Investor in Lemonway.

1.22. Platform – website under domain name www.capitalia.com operated and managed by Capitalia, where Capitalia provides the crowdfunding services to the Investors and the Companies.

1.23. Privacy Policy – rules on privacy policy as available at the Platform and which apply to the Investors.

1.24. Project - a business project for which the Company aims to obtain or has raised Loans using the Crowdfunding services of Capitalia on the Platform.

1.25. Project Agreement – an agreement concluded between the Company and Capitalia by which the Company will irrevocably and unconditionally undertake an obligation to pay Capitalia (as a crowdfunding service provider) an amount equal to any monetary obligation (present or future) of the Company arising from Loan Agreements concluded with the Investors for the Project via the Platform.

1.26. Regulation - Regulation (EU) 2020/1503 of the European Parliament and of the Council of 7 October 2020 on European crowdfunding service providers for business

1.27. Restructured loan - Loan where terms and conditions of the Loan Agreement have been modified, and which, in a judgment of Capitalia would become Defaulted loan in the absence of such modifications.

1.28. Sophisticated investor - an Investor, whom Capitalia approved as sophisticated investors in the meaning of Regulation.

1.29. Terms and Conditions – the present Capitalia Crowdfunding Platform Terms and Conditions.

Unless otherwise specified herein, definitions used in these Terms and Conditions importing the singular include the plural and vice versa, as it may be applicable in the context.

2. Scope of the Terms and Conditions

2.1. These Terms and Conditions regulate the legal relations between the Parties for providing and using Crowdfunding services.

2.2. Once the Investor has registered on the Platform it is deemed that the Investor has accepted and signed to these Terms and Conditions.

2.3. A Company entering a Loan Agreement is bound by these Terms and Conditions, as far as these apply to contractual relationships between the Company, the Investors and Capitalia.

2.4. Throughout these Terms and Conditions, rights and obligations in regard to concluded Loan Agreements are reserved only for Investors who are the party to the relevant Loan Agreement.

2.5. By registering on the Platform, an Investor agrees that Capitalia has the right to modify, amend, or change these Terms and Conditions at any time, at its sole discretion. Capitalia gives the registered Investors a notice about the upcoming changes. By continuing to use the Platform after any modifications have been made, an Investor agrees to be bound by the updated Terms and conditions. If an Investor rejects the modifications, they may not make new Loans, but financial obligations and rights of the Investor and the Company in respect of existing Loans remain intact.

2.6. The investor is not allowed to transfer their rights and obligations under these Terms and Conditions to any other party without the prior written consent of Capitalia.

2.7. The Parties agree to settle all disputes via negotiations. However, if such negotiations fail to settle a dispute, any Party is entitled to bring the dispute for settlement before the courts of the Republic of Latvia, and the laws of the Republic of Latvia shall be deemed as the applicable law of these Terms and Conditions and any dispute thereof.

3. Registration on the Platform

3.1. A natural person may register on the Platform if they are at least 18 years old and are resident in the European Economic Area. For any other country of residence, Capitalia reserves the right to study the application to register on the Platform to comply with applicable regulations. Capitalia does not accept as Investors natural persons who are residents or citizens of countries that are subject to the EU, US, or Latvian nation sanctions.

3.2. A legal person may register on the Platform if it is established in a country of the European Economic Area. For any other country of registration, Capitalia reserves the right to study the application to register on the Platform to comply with applicable regulations.

3.3. For the time being a United States person may not register on the Platform. United States person means United States citizens or residents; entities, including but not limited to, corporations, partnerships, or limited liability companies created or organized in the United States or under the laws of the United States; and trusts or estates formed under the laws of the United States.

3.4. Capitalia can refuse to register an Investor at its own discretion or impose additional requirements for registration of an Investor or change the existing requirements at its discretion at any time.

3.5. Simultaneously with registering on the Platform, an Investor is opening an Investment Wallet with Lemonway. The terms and conditions of opening a Lemonway Investment Wallet and the provision of Payment Services are laid out in Terms & Conditions for Use of Payment Services – Framework Agreement for Payment Services, published on the Platform, as may be amended from time to time by Lemonway. The Investor acknowledges that they have read and understood and accept the Terms & Conditions for Use of Payment Services Framework Agreement for Payment Services.

3.6. To continue using Crowdfunding services, an Investor must have an active Investment Wallet at all times.

3.7. An Investor hereby undertakes to only provide correct and comprehensive information and documents while registering on the Platform, providing data to Capitalia (as Lemonway's agent) about Investor’s ultimate beneficiary owners and representatives. An Investor undertakes to provide all the necessary information, documents, or other requested evidence required by applicable AML legislation.

3.8. Before starting to invest on the Platform, an Investor provides data and submits documents required by Capitalia to determine whether an Investor qualifies as a Sophisticated Investor or Non-sophisticated Investor.

3.9. Non-sophisticated Investor is allowed to use Crowdfunding services only after Capitalia has assessed whether and which Crowdfunding services offered by Capitalia are appropriate for the Investor. If Capitalia concludes that the Crowdfunding services offered by Capitalia may not be appropriate for the Investor, Capitalia issues them a risk warning. In such a case, prospective Non-sophisticated Investors may start using Crowdfunding services if they expressly acknowledge that they have received and understood the warning.

3.10. Capitalia shall perform a repeated assessment of the appropriateness of Crowdfunding services for a Non-sophisticated Investor, as required by the Regulation.

3.11. When registering on the Platform, the Investor must enter their e-mail address and create a password and submit other information requested by Capitalia.

3.12. The e-mail address and password of the Investor shall be used to identify the Investor. All the actions performed by the Investor at the Platform after entering their e-mail address and password shall be regarded as binding to the Investor as if confirmed by their signature.

3.13. Capitalia may from time to time introduce other forms of Investors’ identification (such as an electronic signature or third-party credentials) provided these are no less secure than identification by e-mail address and password.

3.14. By registering on the Platform, the Investor is giving Capitalia permission to process the personal data of the Investor in accordance with the Privacy Policy as published on the Platform.

4. Adding funds to and withdrawing funds from the Investment Wallet

4.1. An Investor has access to their Investment Wallet through the Platform's interface. The access allows to view the Investment Wallet balance and transactions, and to add or withdraw funds to or from the Investment Wallet.

4.2. Investors may add funds to their Investment Wallet by wire transfer. All payments into the Investment Wallet must be made in Euros from the Investor’s account with a licensed bank or payment institution.

4.3. The maximum amount of payment into the Investment Wallet is EUR 250,000. For payments from outside of the SEPA system, Capitalia applies fees according to its Pricelist.

4.4. Investors may withdraw the positive balance reflected in their Investment Wallet less reserved amount at any time and in any amount by instructing Capitalia accordingly. Funds may be withdrawn only to the Investor's account with a licensed bank or payment institution. For the outgoing payments, Capitalia applies fees according to its Pricelist.

4.5. Capitalia instructs Lemonway to debit the Investor’s Investment Wallet for the value of Loans made by the Investor, and for Capitalia’s fees and commissions.

4.6. Capitalia instructs Lemonway to credit the Investor's Investment Wallet for the payments made by the Company on Loans made by the Investor.

4.7. Capitalia may, at its discretion, impose restrictions or requirements on the minimum or maximum amounts of funds that can be held in the Investment Wallet.

5. Concluding the Loan Agreements

5.1. Capitalia publishes a Crowdfunding offer form and Key Investment Information Sheet for each new proposed Project on the Platform. The Company and its representatives are responsible for the content of the Key Investment Information Sheet.

5.2. Alongside Key Investment Information Sheet for each proposed Loan, Capitalia prepares and publishes a Crowdfunding offer form that contains its assessment of the credit risk of the proposed Loan with a summary of analysis conclusions. Assessment of the credit risk includes the risk category of the proposed Loan.

5.3. Loan Agreement is concluded once the Investor has agreed to the terms of the Loan by submitting Loan approval form via the Platform. The Loan terms consist of the Loan approval form, Key Investment Information Sheet, and general terms and conditions for the loan agreements, as published by Capitalia on the Platform. Capitalia may amend terms and conditions for a loan by including conditions precedents for the disbursal of the loan, customary for the loan type and collateral.

5.4. Once the Loan approval form is submitted, Capitalia debits the amount of the Loan from the Investment Wallet of the Investor, thereby reducing the balance available for other loans or withdrawals from the Investment Wallet.

5.5. If the Investor does not have sufficient funds in the Investment Wallet to make a Loan, they have to add funds within 3 (three) days after submitting the Loan approval form. If the Investor fails to do this, Capitalia may cancel Investor's Loan and cancel the funds' reservation.

5.6. Capitalia at its discretion may require that for a particular Project or a Project category Loan approval form can be submitted only if an Investor has sufficient funds in the Investment Wallet.

5.7. A non-sophisticated investor may cancel their Loan approval form without giving a reason and without incurring a penalty within 4 calendar days after submission.

5.8. The Loan agreements come into force when all of the following conditions are met:

• The total amount (or minimum indicated amount, as the case may be) of a Project is subscribed to by Investors, and reflection periods for non-sophisticated Investors, as mentioned in Section 5.7., has expired;
• All approved Loans have been debited from the Investors’ Investment Wallets;
• The Project Agreement is signed, and all conditions precedent for Loan disbursal are met.

5.9. If the conditions listed in Section 5.8. are not met within one month since the expiration term of the Project offer on the Platform, the Loan agreements are cancelled and funds are returned to the Investors' Investment Wallets.

5.10. Once the Loan agreements come into force, Capitalia instructs Lemonway to credit the Company’s payment account with Lemonway, which constitutes disbursal of the Loans. The funds are then withdrawn to the Company's account with a licensed bank or payment institution, and Capitalia sends loan confirmations to the Investors.

6. Auto-Invest

6.1. In addition to filling out and submitting a Loan approval form on the Platform manually for the particular Project, the Investor can make Loans by activating the Auto-invest function in Investor's profile on the Platform.

6.2. The auto-invest function allows Investor to invest a pre-determined Loan amount in Projects based on:

• 6.2.1. the minimum and maximum interest rate of a Loan;
• 6.2.2. the minimum and maximum maturity of a Loan;
• 6.2.3. the range and distribution of any risk categories applicable to the Loans;
• 6.2.4. Company’s geography.

6.3. The Investor may at any time de-activate the Auto-invest function or change the criteria of the Auto-invest application.

6.4. By activating the Auto-invest function, the Investor authorizes Capitalia to generate and submit Loan approval forms on the Investor's behalf for the Loans that match the criteria stipulated in the Auto-invest investment strategy set up by the Investor.

6.5. If the Project amount sought by the Company is smaller than the amount that would be received if all Investors, whose Auto-invest investment strategy criteria match the Loan characteristics, would invest via Auto-invest a sum of “Investment in one project” as indicated in their Auto-invest investment strategy, then Capitalia will allocate investment opportunity between Investors on a non-discriminatory basis. To this end, each Investor who is using Auto-invest function is added to the queue kept in Capitalia's information system. The investment opportunity is allocated, starting with the beginning of the queue, without partial allocation (if the Investor’s set Loan amount exceeds the available investment amount, the system gives the next Investor in the queue the opportunity to invest). An Investor who was allocated an investment opportunity is then moved to the end of the queue.

6.6. Capitalia reserves the right to terminate or pause the Auto-invest function of the Platform or change available criteria for the Auto-invest investment strategy set up at any time without prior notice to Investors.

6.7. Capitalia discloses fees, information and legal redress, as well other information on individual portfolio management of loans in the Key Investment Information Sheet at platform level, which is available on the Platform.

7. Repayment of the Loans

7.1. Loan payments by the Companies, credited into the respective Company's payment account with Lemonway, are distributed to Investors’ Investment Wallets in proportion to their Loans within 2 (two) Business Days, after deducting:

• 7.1.1. Capitalia’s Management Fee due;
• 7.1.2. ¾ (three-fourths) of late interest paid, that Capitalia withholds to cover costs of dealing with late loans;
• 7.1.3. for Defaulted loans - collection expenses prepaid by Capitalia (see Section 8.7)

7.2. Capitalia shall withhold taxes on the Investors' income from the Platform in accordance with applicable legislation.

7.3. If the Loan was issued with Buyback Guarantee, Capitalia shall buy and the Investor shall assign to Capitalia the Loan within 30 days after the Loan becomes Defaulted Loan. The assignment becomes effective after notice is sent by Capitalia to the Investors, and the assignment price is paid to the Investors by Capitalia. The assignment price is set to be equal to the unpaid principal of the Loan and unpaid interest of the Loan for the period not exceeding 90 days.

8. Management of the Loans

8.1. By virtue of providing Crowdfunding services to Investors and Companies, Capitalia is authorized to manage contractual relationships under the Loan Agreement in the interests of Investors.

8.2. As a part of the Crowdfunding services Capitalia may:

• 8.2.1. Forgive the Company late payment interest and contractual penalties in full amount or partially;
• 8.2.2. Agree on a new Loan repayment schedule and extend (but not more than once) the Loan repayment term by up to 6 months;
• 8.2.3. Allow a change or amendment of Collateral if the overall security of the Loan is not worsened or if the change of Collateral was explicitly allowed in the Crowdfunding offer form describing Loan opportunity on the Platform;
• 8.2.4. Accept additional collateral for the Loan.

8.3. If the Loan is restructured (see Section 1.26) to prevent it from becoming defaulted, Capitalia may change the Loan repayment schedule, Loan repayment term and modify other terms of the Loan Agreement an unlimited number of times if modification increases the likelihood of Loan recovery, and provided that:

• 8.3.1. The modification does not reduce the remaining principal amount of the Loan;
• 8.3.2. The Loan repayment term is not extended by more than 18 months beyond the initial repayment term.

8.4. In regard to Defaulted loans, to increase the likelihood of maximum possible recovery of the Loan in the estimation of Capitalia or its advisors, in addition to the powers given to it in Section 8.3., Capitalia may:

• 8.4.1. Release part or all of the Loan collateral, provided that the Company repays the amount of the Loan not smaller that could be reasonably collected by realizing collateral according to the Collateral agreement (after taking into consideration costs associated with realization);
• 8.4.2. Agree to an in-court or out-of-court settlement with the Company or Loan guarantor, give approval to in-court or other restructuring plans of the Company, provided that the Loan repayment term is not extended by more than 24 months beyond the initial repayment term and the settlement does not reduce the remaining principal amount of the Loan.

8.5. In case the Company has defaulted under the Loan Agreement, and if by the estimation of Capitalia and its advisors the debt collection can yield a positive return (collected payments will cover the costs of the collection), Capitalia will initiate debt collection procedures in line with its established practice to ensure maximum possible repayment of the Loan. Capitalia may sell the Loan to the debt collection company if selling the Loan is the best option in terms of maximizing recovery, after taking into account costs and uncertainty associated with other collection approaches.

8.6. Regular information on the debt collection results will be provided to the Investors via the Platform. However, Capitalia assumes no liability for the repayment of the Loans.

8.7. In case the Company has defaulted under the Loan Agreement and Capitalia has started its debt collection procedures, any collected amount is distributed to the Investors in proportion to their Loans after Capitalia has withheld its expenses related to such debt collection. The abovementioned collection expenses are disclosed on the Platform and further details can be provided to the Investors upon request.

8.8. Capitalia will ensure the monitoring of the Company in line with its established monitoring policies. Investors will be notified via the Platform of any significant negative developments with regard to the ability of the Company to fulfil obligations under the Loan Agreement.

8.9. Capitalia concludes Project Agreement with Company and Collateral Agreement with Company or other parties, without identifying Investors issuing the Loans, but disclosing the fact that Loans are being made by Investors using Crowdfunding Services of Capitalia. If applicable local legislation allows, this information is included in the public registration of Collateral. Copy of the executed Project Agreement is available to the Investors through the Platform once it is concluded.

8.10. Capitalia may disclose Investors participating in a Project to the Company if required by law, including for tax administration purposes.

8.11. An Investor may not execute their creditor’s rights against Company under Loan Agreement individually, including claiming payments directly from Company, bringing claims against Company in the courts, etc. An Investor may not contact Company directly regarding the Loan Agreement.

8.12. If Capitalia believes that it is in the best interest of the Investors to make modifications in a Loan Agreement or to approve a Loan collection solution (for a Defaulted Loan), but such a decision would exceed the powers given to Capitalia by Sections 8.1. to 8.5. of these Terms and Conditions, Capitalia may seek approval of the decision by the Investors' vote as described in the Section 8.13. below. The examples of the modifications that require Investors vote are, inter alia:

• Extending maturity of the performing Loans for the second or next time of for more than 6 months;
• Extending maturity of the Restructured loan for more than 18 months;
• Forgiving interest accrued on Loans;
• Selling the Loans to debt collection company if this results in a loss of principal amount of the Loans.

8.13. To conduct the Investors' vote, Capitalia sends a proposed decision together with a rationale for it to the Investors via the Platform and separately by e-mail. The Investors are given sufficient time to consider the proposal. The time for voting may not be less than 3 (three) days. Investors may respond with a vote for or against the proposal. The decision is approved if a majority of the Investors (by Loan amount invested in the Project) vote for the proposal.

9. Termination of the contractual relationships

9.1. If the Investor violates these Terms and Conditions, provides false documents or misleading information or uses the Platform for any unlawful purposes, Capitalia has a right to immediately unilaterally terminate contractual relationships for providing Crowdfunding Services.

9.2. If Capitalia has a justified reason to suspect money laundering, terrorism financing or fraudulent or other illegal activity in regards to the Investor's activity, Capitalia has a right to suspend Investor’s Profile or terminate contractual relationships immediately. Likewise, Capitalia terminates contractual relationships if the Investor becomes subject to national or international sanctions, or continuing business with the Investor would otherwise lead to the breach of national or international sanctions regime.

9.3. The Investor has a right to unilaterally terminate contractual relationships at any time.

9.4. If notice to terminate contractual relationships is given by Capitalia or Investor, but the Investor has active Loans, Investor’s Profile is suspended, meaning that Investor may not make any more Loans, but Investor remains Party to the Crowdfunding Services until all their Loans are not active anymore. As soon as the Investor does not have active Loans, the Investor's Profile is closed and contractual relationships are terminated.

Termination of Capitalia’s Crowdfunding Services

10.1. Capitalia may terminate the provision of its Crowdfunding Services with regard to existing contracts (active Loans) only if its authorization as a crowdfunding service provider in the meaning of the Regulation is revoked as a result of:

• 10.1.1. voluntary renouncement of the authorization by Capitalia;
• 10.1.2. Capitalia is no longer meeting the conditions under which the authorization was granted;
• 10.1.3. the decision of the competent authority (The Bank of Latvia) on other grounds.

10.2. If Capitalia’s authorisation as a crowdfunding service provider is revoked, the competent authority (the Bank of Latvia) may decide that existing contracts are transferred to another crowdfunding service provider, who will be responsible for the execution of existing contracts. If existing contracts are not transferred to another crowdfunding service provider, Capitalia shall continue servicing existing contracts as required by the competent authority. If Capitalia becomes insolvent, the insolvency administrator ensures servicing of existing contracts according to the applicable legislative acts.

10.3. Capitalia shall adopt relevant measures for ensuring the continuity of the provision of servicing of existing contracts and for sound administration of relevant agreements and other documents.