Terms & Conditions

General Terms and Conditions for services accessed via www.leverest.net and platform.leverest.net

Last updated: January 05, 2023

I. Scope of application

Leverest GmbH, Bockheimer Landstraße 31, 60325 Frankfurt am Main (“Leverest”), operates www.leverest.net and platform.leverest.net (the “Platform”), on which investors,
their respective representatives, advisers or companies (“Investors”) or debt advisors engaged by Investors
(“Debt Advisors”) can publish information on financing opportunities on the Platform (a “Deal”) provided by
themselves and potential lenders, banks, debt funds or other debt capital providers (“Lenders”; Investors, Debt
Advisors and Lenders together “Users”) can review the information and can contact each other. The contact can be
used by the Users to conclude financing or investments.
A Deal is successful, when it was published on the Platform by a User in the role of an Investor
or Debt Advisor and an Investor or an affiliated company within the meaning of 15 Stock Corporation Act (AktG),
has concluded a financing agreement with a Lender within 24 months after the Deal was published and the closing
of the underlying Deal took place (e.g. transfer of the shares of the target in question, refinancing of a
target, or any other Deal related to a financing or investment that has been concluded as a result of the
posting on the Platform) (“Successful Deal”).
These General Terms and Conditions (“General Terms and Conditions”) govern all contractual
relationships between Leverest and a User in connection with the use of the Platform (“Platform Service”) –
unless an individual contract has been concluded between a User and Leverest. In this case then the regulations
from the individual contract will prevail.
The use of the Platform Service and further additional service of Leverest requires the User’s
consent to these General Terms and Conditions, which must be expressly declared during the registration process
and before publishing a Deal on the Platform.
The User’s general terms and conditions of business shall not become part of the contract even if
Leverest does not expressly object to their inclusion.
Leverest’s offer is not directed at consumers. Consumers are those persons who conclude a legal
transaction for purposes that cannot be predominantly attributed to their commercial or self-employed
professional activity.

II. Conclusion of a Service Agreement with Leverest / Access to Platform

In the name of a User, an authorized representative of a User makes Leverest an offer
(Angebot) to conclude a contract on the basis of this General Terms and Conditions by completing all
mandatory fields of the registration form during the registration process on the Platform and by accepting the
General Terms and Conditions and clicking on the button “Register”. Before sending the form, the User has
the opportunity to correct any input errors directly in the registration form. The offer can also be made in
writing, orally or by telephone. Leverest will immediately confirm receipt of the form. This confirmation does
not constitute acceptance of the offer (Annahme). Only after the User has been verified on the basis of
certain criteria, – e.g. verifying if User is an Investor, Lender, or Debt Advisor, further telephone inquiry,
trade register checks – , the service contract come into effect through a separate express declaration of
acceptance by Leverest or through the actual activation of the account or by granting access to the Platform.
There is no claim to registration / access to the Platform of the User against Leverest.

III. Completion of the User’s Account

After Leverest has granted access to the Platform and after Leverest has classified the User as Lender, Debt Advisor or
Investor, Users can upload additional information in their profile on the Platform such as general data (e.g. contact
name, business address, etc.), as well as data on the professional activity of the User (together “User Profile”) or
modify the User Profile.

IV. Description of services

Leverest offers its registered Users the possibility to publish a Deal on the Leverest Platform
under the conditions of these General Terms and Conditions and after clearance by Leverest, so that other
Lenders can see a Deal and contact the User regarding this Deal. Furthermore, on the basis of the transaction
interest defined by the User in its Profile, certain Lenders who might be particularly interested in the Deal
based on the User Profile are suggested to the User by Leverest / the Platform. The User can then contact these
Lenders directly and individually about the Deal through the Platform.
The publishing of a Deal is usually performed as follows:
1. Initially, only key data that could be relevant for a potential Deal, but not data that
  could be used to clearly identify a User or the parties of the Deal will be published or is made visible
  to Lenders on the Platform.
2. Upon request of an interested Lender or by invitation of the User who has published the
  Deal, further information on the Deal will be made available to Lenders (with the consent of the User
  who posted the Deal or Leverest).
3. Only after signing an NDA between the Users and possibly third parties who are involved
  in the Deal, the complete data will be disclosed to the User.
Leverest provides primarily the Platform to manage the process of a Deal (Platform Service).
Leverest does not become a party to any possible later Transaction, nor does Leverest assume any further
advisory or other role in possible contract negotiations between Users unless such advice is requested by a User
and for such service Leverest and the User have concluded a separate agreement. With regard to the submission,
transmission or receipt of declarations of intent between the Users, Leverest does not act as a representative
or messenger. In case a User wishes to obtain additional services by Leverest a separate contract between the
User and Leverest will be concluded.

V. Terms of payment

In the event of a Successful Deal / Transaction (i.e. documents have been signed) between an
Investor, Debt Advisor or Lender as well as an affiliated company of a User within the meaning of Section 15 of
the AktG or a client of a User for whom the User has published a Deal on the Platform, the User in the role as
an Investor or as an Debt Advisor who is publishing a Deal shall pay Leverest the remuneration (“Platform
Fees”) agreed upon in the compensation table, which is made available to the User every time before
posting a Deal (the “Compensation Table”).
The Platform Fee consists of the following:
1. For the access to the Platform and to be able to publish the details for a Deal on the
  Platform, an Investor or Debt Advisor pays a fee as stated in the Compensation Table after validation of
  the Deal by Leverest (“Platform Deal Fee”).
2. For the Successful Deal the Investor or Debt Advisor pays a success fee as stated in the
  Compensation Table regardless of whether the Successful Deal is concluded with the help of the
  publication of the Deal on the Platform (“Success Fee”).
Success Fees are payable at the Closing Date of the Successful Deal. The “Closing Date” has the
same meaning as stated in the underlying Deal agreements.
The Platform Deal Fee is payable at the end of the month after publishing the Deal on the
Platform.
For clarification, a User owes the payment even if he is not himself a party to the Transaction –
it is sufficient if the User has posted the Successful Deal on the Platform.
Leverest reserves the right to change the Compensation Table with effect for future Deals. The
change only applies to Deals published on the Platform after the change came into effect. For Deals that have
already been published, even if they only lead to a Transaction at a later date, the Compensation Table always
applies in the version at the time the Deal was published.
The Platform Fees shall be due when the closing according to the underlying contract of the
Successful Deal between the Users has taken place.
If the User in the role of Investor – such as (Debt) Advisors – is not itself a party to the
Transaction (e.g. an external (debt) advisor), Leverest will defer payment of the Platform Fees until such time
as part of the fee has been received by the Advisor for the respective Transaction by his client. For this
purpose, the User must prove to Leverest that the fee for the Transaction has not yet been paid.
Unless otherwise agreed between Leverest and the User in text form, the remuneration is to be
transferred to the following account within 30 days of the Closing Date: Account holder: Leverest GmbH, Bank:
OLINDA Zweigniederlassung Deutschland, IBAN: DE54 1001 0123 8866 7478 44
The parties agree that the conclusion of the Closing Date constitutes an event within the meaning
of § 286 para. 2 no. 2 BGB (German Civil Code) and that the Investor is therefore in default of payment in the
event of non-performance, even without a reminder, upon expiry of 30 days after the due date.

VI. Assignment

Parties acknowledge that a User in the role of an Investor might incorporate a new entity or entities in which the
Investor has at least an indirect interest and holds (indirectly) at least more than 50% of the shares (each a “New
Entity”) with regard to a Deal and the Investor may assign all rights and obligations under this General Terms &
Conditions in whole or in part to a New Entity. The Investor will inform Leverest promptly in writing (email is
sufficient) when the obligation from this General Terms & Conditions will be assigned to a New Entity. In case of
such assignment, the Investor will remain liable for the obligations under this General Terms & Conditions
(Guarantor for the Platform Fees) in case the New Entity is unable to meet any of the obligations under this General
Terms & Conditions (in the event of an assignment of rights and obligations under this Agreement, the Investor shall
automatically become a directly enforceable guarantor for the Platform Deal Fees). Leverest hereby agrees to such
assignment.

VII. Duty to report and right to information

Should one or more Transactions take place between two Users or an affiliated company within the
meaning of Section 15 of the German Stock Corporation Act (AktG) of the Users or a client of a User for whom the
User has published a Deal on the Platform within 24 months, the Users must report the Transaction(s) to Leverest
within 30 days after the Closing Date. The notification must be made in writing to Leverest GmbH or by email to
info@Leverest.net.
The notification shall contain at least the following information:
1. Information about the Transaction with naming parties and time
2. Information on the parameters relevant for the calculation of the Platform Fees (together
  the “Notification Obligation”).
If a User does not comply with its obligation to notify Leverest in a timely, complete and
truthful manner, the Platform Fees according to the Compensation Table increase as follows:
1. Notification in full compliance with the contract is only made 30 to 59 days after the
  Closing Date: Platform Fees increase to 125% of the amount according to the Compensation Table.
2. Notification in full compliance with the contract will only be made 60 days or more after
  the Closing Date or not at all: Platform Fees increase to 150% of the amount according to the
  Compensation Table.
Any User (whether in the role of Investor or Lender) is obliged to comply with a request for
information from Leverest about any Transactions within 14 days. In each request for information Leverest will
name the users concerned.

VIII. Invoice from Leverest

Following the notification or information about the Transaction, the User in the Investor’s role receives an invoice
from Leverest by email. Leverest points out that the claim for remuneration is also due without or before the invoice is
issued.

IX. Confidentiality, disclosure of information

Confidential Information
The Receiving Party must keep Confidential Information (for at least 2 years after accepting this General
Terms & Conditions) strictly confidential and take all necessary steps to maintain its confidentiality, in
particular the Receiving Party must take all necessary step to prevent unauthorized access to Confidential
Information must promptly inform the other Party in case it becomes aware or has reason to assume that
unauthorized persons have obtained access to Confidential Information.
“Confidential Information” means any information of whatever nature (which is marked as confidential or
not) relating to a User, a Deal or Transaction which is made available to the Receiving Party by or on behalf of
the Disclosing Party (whether in oral, written, magnetic, digital or other form);
“Disclosing Party” means the Party disclosing Confidential Information to the Receiving Party under or in
connection with this Agreement.
“Non-Confidential Information” means any information of whatever nature, which
1. were, at the time of disclosure, known to the Receiving Party or its Representatives;
2. became after the time of disclosure known to the public, provided that the disclosure to
  the public has not been caused by a violation of this Agreement or another confidentiality agreement
  between a Party and a third party;
3. was obtained by the Receiving Party or its Representatives from third parties, provided
  that this information was not disseminated to the Receiving Party or its Representatives as a result of
  a violation by any person of a confidentiality agreement with a Party; or
4. was independently developed by or on behalf of the Receiving Party without violating any
  of the obligations under this Agreement.
“Receiving Party” shall mean the Party receiving Confidential Information from the Disclosing Party under
or in connection with this Agreement.
“Representatives” shall mean, with respect to any Party, the Parties’ shareholders, partners, Affiliates,
agents (Erfüllungsgehilfen), professional advisors, independent auditors, as well as the statutory
representatives, members of corporate bodies, directors, officers and employees of each of the aforementioned.
Return of Confidential Information
The Receiving Party must at written request of the Disclosing Party destroy, delete or return all
Confidential Information and any copies and notes thereof that are in its possession, as applicable (i.e., to
those parties from which or on behalf of which it has received such information).

The obligations are suspended if and to the extent
1. the relevant measure would conflict with preservation duties under applicable law or the Users’ /
  Leverest’s own reasonable compliance or retention requirements for storing;
2. Confidential Information has to be expunged from customary automated IT backup storage systems, provided
  that such Confidential Information is not retrieved from such backup storage system; or
3. this results from these General Terms & Conditions.
The User is prohibited from passing on to third parties any Confidential Information which is available on the
Platform after registration and verification and which has been specifically prepared by Leverest or its Users
and is exclusively accessible to registered and verified Users or which has otherwise been made available to the
User by Leverest.
Third parties are in particular also companies directly or indirectly affiliated with the User, companies within
the meaning of § 15 of the German Stock Corporation Act or related parties within the meaning of § 138 of the
German Insolvency Code (Insolvenzordnung) as well as companies in which the User directly or indirectly
(e.g. on the basis of a trust agreement) holds a share. Third parties are not employees, freelancers, service
providers, representatives and vicarious agents of the user.

X. Further obligations of the User; release

Leverest reserves the right to delete data of the User which are suspected of endangering the
functionality or the integrity of the Platform, violating applicable legal regulations or rights of third
parties (in particular copyrights and personal rights).
Furthermore, the User is obliged to enter all information truthfully regarding the company
profile and the Deals.
Leverest reserves the right to delete data of the User which are suspected of violating this
section X on the basis of objective facts.
The User shall indemnify Leverest against all damages, claims of third parties, expenses and
costs (including standard legal fees not limited to the statutory fees) incurred by Leverest due to a violation
of this section X by the User. Further contractual and statutory rights and claims of Leverest remain
unaffected.

XI. Liability

The company data of a User, profile and Deal data displayed on the Platform are provided
exclusively by the respective User (“User Data”). Leverest is not liable for the correctness and completeness of
User Data. In particular, Leverest does not guarantee the correctness of the User Data and is not liable for the
conclusion of a Transaction between the Users after the initial contact has been established.
The User understands and acknowledges that Leverest makes no representation, express or implied,
as to the accuracy or completeness of the Confidential Information or User Data. The limitations of liability
apply accordingly in favor of the legal representatives, employees, agents, vicarious agents and assistants of
Leverest.
The User acknowledges and agrees that Leverest may be entitled to injunctive relief to prevent
breaches of this General Terms & Conditions and to specifically enforce the terms and provisions hereof, in
addition to any other remedy to which Leverest may be entitled at law or in equity.
If Leverest – for whatever reason – is held liable for damages which are based on slight
negligence by a User, the claims for damages are limited to the Platform Fees which Leverest has charged to the
User for the respective Successful Deal. The liability is limited to the typical and foreseeable damage at the
time of the conclusion of this General Terms & Conditions. Lost profits are excluded. Except for damages
caused by intent or gross negligence or due to injury to life, limb or health, in which case liability is not
limited.

XII. Blocking a user account

Leverest reserves the right to temporarily or permanently block User accounts in the event of
serious or repeated violations of the General Terms and Conditions. Further legal and contractual rights and
claims of Leverest remain unaffected.
A serious breach of the General Terms and Conditions terms shall be deemed to exist in particular
if there are concrete indications that a User
- uses the Platform without having an interest in a Transaction or a Successful Deal
- attempts to circumvent, directly or indirectly, the obligation to pay the remuneration
  pursuant to the Compensation Table,
- does not comply with the Notification Obligation,
- does not meet the payment obligation, or
- violates obligations other sections of these General Terms and Conditions.

XIII. Availability of the Platform

The User acknowledges that Leverest cannot guarantee permanent availability of the Platform.
There is no claim to permanent availability.
Leverest endeavors to realize a smooth and continuous availability of the Platform, taking into
account the technical possibilities.

XIV. Final provisions

Leverest is entitled to change these General Terms and Conditions at any time. The User will be
informed about the change at least four weeks before the intended change is made to the General Terms and
Conditions via the User profile or via the contact email stores in the user profile. If the User does not object
to the change within four weeks of receipt of the notification, the new General Terms and Conditions shall be
deemed to have been accepted by the User. In the notification of the change, Leverest will make special
reference to this deadline and the importance of remaining silent. This change mechanism does not apply to
changes to the main performance obligations of the parties.
The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts
for the International Sale of Goods.
Exclusive place of jurisdiction for all disputes arising from or in connection with this contract
is the registered seat of Leverest, provided that the parties are merchants or the user has no general place of
jurisdiction in Germany or in another EU member state or has moved his permanent residence abroad after these
terms of use have come into effect or the place of residence or usual abode is unknown at the time of filing a
suit.
Should any of the provisions of these be General Terms and Conditions ineffective, the remaining
provisions shall remain effective. The parties shall replace the invalid provision by a provision which comes
closest to the parties’ intention in economic terms. This applies accordingly in the event of loopholes in the
regulations.