Last updated: June, 2025

PLEASE READ THE TERMS AND CONDITIONS OF THIS ENTIRE AGREEMENT (THE “AGREEMENT”) CAREFULLY. THE AGREEMENT GOVERNS YOUR USE OF PLATFORM AND SERVICES (AS DEFINED BELOW). LEVEREST LLC, LEVEREST GMBH AND THEIR AFFILIATES (COLLECTIVELY, “LEVEREST”) PROVIDE THE PLATFORM TO YOU SUBJECT TO YOUR COMPLIANCE WITH THIS AGREEMENT. BY USING OR ACCESSING THE PLATFORM AND SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE LEGALLY BOUND BY THIS AGREEMENT. BY ENTERING INTO THE AGREEMENT, USER’S AUTHORIZED REPRESENTATIVE REPRESENTS THAT THEY HAVE ALL NECESSARY LEGAL AUTHORITY TO ENTER INTO AND FULLY PERFORM THE TERMS OF THIS AGREEMENT.

1. Scope of Application

Leverest GmbH, located at Bockenheimer Landstraße 31, 60325 Frankfurt am Main, operates the websites www.leverest.net and platform.leverest.net (collectively, the “Platform”).

Leverest operates the Platform which (a) connects user groups in the finance ecosystem, (b) provides software tools to run processes digitally (c) manage portfolio data and user relationships and (d) provides equity funds and their portfolio companies with a portfolio monitoring and servicing application (see “Portfolio Management” in Section 2 below). The Platform provides access to investors, private equity investors, debt advisors, funds and banks (“Deal Managers”) who can publish, offer and manage transactions on the Platform, and Financing Institutions who are willing to provide funding for various projects (“Financing Institutions”, and together with Deal Managers, (the “Users”)), including financing arrangements, and other related ventures (“Transactions”). Financing Institutions may include banks, debt funds, investment funds, limited partnerships or other capital providers. Users may act either as a Deal Manager or Financing Institution or may act in both roles for any particular transaction.

2. Scope of Services

Leverest offers three primary product modules (“Services”) to support Users throughout the entire financing lifecycle: Pre-Deal, Deal Execution, and Portfolio Management.

Pre-Deal: Data & Relationship Intelligence

• Lender/investor Intelligence: Access to a comprehensive database of Financing Institutions with data insights.
• Relationship Management: Tools to manage and track Financing Institution relationships.
• Data & Analytics: Analytics features for enhanced decision-making, including CRM integration (e.g. via APIs to partner platforms such as DealCloud or Salesforce).
• CRM Empowerment: APIs enabling seamless data exchange with external CRM systems for consolidated deal and relationship tracking.

Deal Execution

• Workflow Software: A structured digital environment for executing Transactions and managing documentation.
• Marketplace: Connection to a network of Financing Institutions, facilitating introductions and financing options.
• Workflow Tools: Transaction & Lender Management, Dealcockpit, Q&A Management, and a centralized Data Room.
• Digital Term Grid Negotiation: Tools to negotiate term grids and sheets and financing structures in a transparent, trackable manner.
• Third-party access: Access & deal integration of third parties, e.g. advisors (incl. quotation requests).

Portfolio Management

• Monitoring: Ongoing KPI, covenant, maturity and capital structure monitoring.
• Collaboration Interface: A shared workspace and Data Room for portfolio companies and finance teams to update and manage relevant information.
• Loan Servicing & APIs: Connectivity to third-party agencies (e.g. GLAS) for loan servicing, documentation, and transactional updates.

3. Applicability, Authority

These general terms and conditions (“General Terms and Conditions”) govern all contractual relationships between Leverest and the User in connection with the use of the Platform and Services.

4. Acceptance of General Terms and Conditions / Access to Platform

On behalf of the User, the User’s authorized representative “agrees to these General Terms and Conditions by completing all mandatory fields in the registration form during the registration process on the Platform, accepting these General Terms and Conditions, and clicking the “Register” button – regardless of whether the User completes any other agreement with Leverest before or after registration. Before sending the registration form, the User has the opportunity to correct any input errors directly in the form. The registration can also be made in writing or by telephone. In any event, Leverest will confirm receipt of the registration form. This confirmation does not constitute acceptance of the registration. Subject to verification of the User, which may include, but is not limited to, further telephone or email inquiry, background checks or trade register checks, this Agreement becomes effective upon the actual activation of the account on the Platform or by Leverest granting User access to the Platform.

5. Completion of the User’s Account

After Leverest has granted access to the Platform and after Leverest has classified the User as Deal Manager, Financing Institution or other categories, 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”) and modify the User Profile.

6. Description of Transaction Execution Services

Subject to this Agreement, Deal Managers can publish a Transaction on the Platform and invite Financing Institutions that are registered on the Platform to review the Transaction as well as invite non-registered parties to view the Transaction by registering on the Platform via a link.  Deal Managers also have the option to publish a Transaction on the Leverest Platform so that other non-invited Financing Institutions can see the Transaction and contact the Deal Manager to inquire about such Transaction.

A Deal Manager can manage a Transaction on the Platform in different ways: They may only invite selected Financing Institutions, make the Transaction accessible to all registered Financing Institutions, or manage the Transaction in any other permitted manner.

Based on the Transaction data, Deal Manager profile, and other relevant criteria, the Platform may suggest to the Deal Manager certain Financing Institutions who may be a potential match for the published Transaction. In such circumstances, the Deal Manager may contact these Financing Institutions individually and directly via the Platform.

The publication of a Transaction on the Platform can take different forms and the Deal Manager controls the amount of information being shared through different privacy settings on the platform or by sharing information individually with parties. The Platform also offers a tool to manage the NDA process digitally.

Leverest provides the Platform primarily to allow the Deal Manager to manage the process of completing a Transaction (Transaction Service) and for Financing Institutions to contact Deal Managers. Leverest does not become a party, representative or advisor to any Transaction or preliminary discussions of a potential Transaction, unless specifically agreed to in writing. With regard to the submission, transmission or receipt of declarations of intent between the Users, Leverest does not act as a representative of either User.

A Transaction is considered successful (“Successful Transaction”) if the following conditions are met:

1. The Transaction was published on the Platform by a Deal Manager or by any entity that directly or indirectly controls, is controlled by, or is under common control with the Deal Manager (an “Affiliate”);
2. A financing agreement with a Financing Institution was concluded within 24 months of the Transaction being published on the Platform; and
3. The closing of the underlying Transaction occurred (where “closing” has the same meaning as in the applicable Transaction documentation), such as the transfer of shares in the target company, refinancing of the target, or any other financing or investment-related transaction concluded after the Transaction was posted on the Platform.

Leverest, in its sole discretion, reserves the right to remove from the Platform any Transaction that violates applicable law or Leverest’s internal policies after review, as well as to remove the respective User from the Platform.

7. Payment

All Platform Fees (as defined below) and other payment terms are as set forth in the applicable Order Form, Software as a Service Framework Agreement, Engagement Letter or any other contract concluded between Leverest and a Deal Manager (“Order Agreement”). If no Order Agreement or agreed free trial period is entered into with Leverest, the general compensation terms apply according to the compensation table which the Deal Manager shall request and review before posting a Transaction on the Platform (the “Compensation Table”).

The “Platform Fees” consists of the following:

1. For the access to the Platform and to be able to publish an unspecified number of Transactions on the Platform, a Deal Manager pays a fee as stated in the Order Agreement or Compensation Table (“Platform Subscription Fee”). If a Deal Manager intends to use the Platform only once for a single Transaction, the Deal Manager must notify Leverest in advance to pay a one-time platform fee (“Platform Fee”).
2. If a Deal Manager publishes a Transaction and such Transaction is successfully closed with a Financing Institution (a “Successful Transaction”), the Deal Manager shall pay Leverest the ”Success Fees” as set forth in the Order Agreement or Compensation Table if not agreed otherwise. For the avoidance of doubt, if more than one Deal Manager is involved in a Transaction (e.g. investor and advisor) and no Order Agreement or other Transaction-related agreement has been made, the Deal Manager who published the Transaction on the Platform shall become liable for the payment of the Success Fee.
3. In the event a User onboards a portfolio company and is using the Portfolio Management Service, the User or, if agreed by Leverest, the portfolio company shall pay Leverest the remuneration for the Portfolio Management Service as per the Order Agreement (“Portfolio Management Fee”).

The Platform Subscription Fee shall be payable in monthly installments at the beginning of the month (within the first 3 working days). The Platform Fee shall be payable on the date the Deal is published on the Platform.

Success Fees are payable within 30 days of the Closing Date of a Successful Transaction. The “Closing Date” has the same meaning as stated in the underlying Transaction agreements, which the User must provide at the request of Leverest (redacted if necessary).

For avoidance of doubt, a Deal Manager who published a Transaction which later becomes a Successful Transaction owes the Success Fees even if it is not ultimately a party to such Transaction. The Success fees are payable by the publishing Deal Manager.

The Portfolio Management Fee shall be payable annually (7 days after the underlying Order Agreement is signed) in advance, covering a period of twelve (12) months.

Unless otherwise agreed between Leverest and the User in writing, the remuneration is to be transferred to the following account within 30 days of the Closing Date: Account holder: Leverest LLC (details to be shared upon request).

Upon the occurrence of the Closing Date, the Deal Manager shall be considered in default of payment if the payment is not made within 30 days.

8. Duration and Termination

This Agreement is effective as set forth above and will remain in effect until terminated in accordance with its terms. If there is no Order Agreement currently in effect, either party may promptly terminate this Agreement upon written notice to the other party. Each Order Agreement will terminate in according to its terms. Upon any termination of this Agreement, a User’s right to use the Platform or parts of it will permanently or temporarily cease (as applicable), unless otherwise provided in this section. Within thirty (30) days from the effective date of the termination, User may download user data in comma separated value files (.csv) or in a similar readable file format within the Platform, to the extent such data has not been deleted by the User or Leverest in accordance with Leverest’s privacy policy, which can be found at https://leverest.net/privacy-policy/.

9. Duty to report and right to information

Should one or more Successful Transactions take place between two or more Users, or Affiliates of the Users or a client of a User for whom the User has published a Transaction on the Platform within 24 months, the Users must report the Successful Transaction(s) to Leverest within 30 days after the Closing Date. The notification must be made in writing to Leverest LLC 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; and
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, Leverest reserves the right to claim payment and damages from the Deal Manager and Financing Institution, as appropriate.

Any User (whether in the role of a Deal Manager or Financing Institution) is obliged to comply with a request for information from Leverest about any Successful Transactions within 14 days of written notice. In each request for information Leverest will name the Users concerned.

10. Invoice from Leverest

Following the notification or information about a Successful Transaction, Deal Manager shall receive an invoice from Leverest by email. For avoidance of doubt, the obligation to pay the Platform Fees commences on the closing date of the Successful Transaction, regardless of the receipt or timing of the invoice.

11. Confidentiality, Content Ownership, Disclosure of Information

User’s Confidential Information

Leverest undertakes to treat all User’s non-public information (“User’s Confidential Information”) as confidential and not to hand over, forward or otherwise make it accessible to unauthorized persons for at least 2 years after termination of a Order Agreement or this Agreement.

Users retain ownership of all rights, title and interest in and to all content, information, and other data (including, as applicable, any of Users Confidential Information or personal information) uploaded by the User to the Platform (collectively “Customer Data”) under this Agreement. For the duration of the Agreement and upon deletion request of a User, User grants Leverest a non-exclusive, worldwide, royalty-free license to use Customer Data solely to (i) provide the Platform Service, (ii) make improvements to the Software for Users (iii) and provide anonymized process data & statistics and other analyses .

Notwithstanding the foregoing, the term User’s Confidential information shall not include information (i) which was already in the public domain or otherwise known to Leverest at the time of disclosure, (ii) which subsequently enters the public domain, other than through a breach of this agreement by the Leverest, (iii) which otherwise becomes known to Leverest, other than through disclosure (a) by the User or (b) from a source actually known by the Leverest (as applicable) to be bound by a confidentiality agreement with respect to such information or (iv) which is independently developed by Leverest or on their respective behalf, without relying on the User’s Confidential information.

General Confidential Information

The Receiving Party must keep Confidential Information (for at least 2 years  after termination of an Order Agreement or this General Terms and Conditions) strictly confidential and take all necessary steps to maintain its confidentiality, in particular the Receiving Party must take all necessary steps 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 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, 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 a 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 and 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 (with the exception of third parties who are obliged to maintain confidentiality due to a legal obligation).

Third parties are in particular also companies directly or indirectly affiliated with the User 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.

12. Leverest Intelligence

“Leverest Intelligence” means any machine learning capability or functionality made available by Leverest, including without limitation any capability or functionality labeled or otherwise identified by Leverest as AI-powered. User data utilized in Leverest Intelligence includes any prompt, data, text, or other input as well as file uploads the User provides or makes available to be processed by Leverest (“Input Data”) and any output generated and returned to a User, as applicable, by Leverest Intelligence, based on Input Data (“Output”).

User guarantees to Leverest that User owns all rights, titles and interests in or has the right to distribute the Input Data or information that the User provides to Leverest. User indemnifies Leverest against any claims by third parties if third parties assert claims for damages against Leverest due to the use of Leverest Intelligence.

Terms that apply to User Input Data

User retains all right, title, and interest (including all intellectual property rights if applicable) in and to any Input Data To the extent User has any right, title, or interest in Input Data, User ensures that the provided data does not contain any confidential or personal information. User grants Leverest a worldwide, perpetual license to access, use, process, copy, export, and display (also to other Users in compliance with the confidentiality terms in this Agreement on the Leverest Platform), any Input Data and Output for purposes of quality assurance and improving Leverest Intelligence as well as for the Services on the Leverest Platform. Leverest shall protect such data with reasonable care and diligence, particularly sensitive data (such as Transaction-specific data), in the same manner as Leverest protects its own sensitive data.

Disclaimers.

User acknowledges that Output is generated by machine learning capabilities and functionality, and Leverest makes no warranty or guarantee as to the accuracy, completeness or reliability of the Output. Due to the nature of Leverest Intelligence, (a) no Service Level Agreement applies to Leverest Intelligence, (b) Output may not be unique to Users, and (c) Output does not represent Leverest’s views.

Third Party Providers.

Leverest uses technology provided by third party service providers in Leverest Intelligence. With respect to User’s use of Leverest Intelligence, including User’s use of Input Data or Output, User acknowledges and agrees to comply with the policies available here, which may change from time to time.

13. Further Obligations of the User; Release

Leverest reserves the right to delete data of the User if such data is suspected of endangering the functionality or the integrity of the Platform, violating applicable legal regulations, internal rules 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 Transactions.

A User may publish only information on the Platform that the User is entitled to publish by law, according to this the Agreement or any other written agreement between the parties as well as due to any obligations the User has towards third parties (e.g. User’s principal).

Leverest reserves the right to delete data of the User which are suspected of violating this section based on Leverest’s reasonable suspicion.

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 14 by the User. Further contractual and statutory rights and claims of Leverest remain unaffected.

14. Liability

Leverest shall have no duties or responsibilities to the User except those expressly set forth in these General Terms and Conditions or as otherwise agreed in writing between the Parties or as required by law.

Leverest assumes no liability or responsibility towards any data a User publishes on the Platform or is shared during a Transaction via the Platform or outside of the Platform. The company data of a User, profile and Transaction 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 Agreement and to specifically enforce the terms and provisions hereof, in addition to any other remedy to which Leverest may be entitled at law.

Unless damage or loss has been caused by willful misconduct or gross negligence by Leverest, Leverest shall not be liable for any action taken or omitted by a User and a User shall indemnify and hold Leverest harmless from and against any claim or action by Users or third parties based on details that a User has set on the Platform.

Leverest is not liable for simple negligence other than in case of any damage to life, body or health or if Leverest has breached a material contractual duty. If Leverest, for whatever reason, is held liable for damages due to the negligence of a User or Leverest, the claims for damages are limited to the Platform Fees which Leverest has charged to the complainant User for the respective Successful Transaction and shall in no circumstances be more than the fees the complainant User has paid to Leverest in the twelve month period immediately prior to the occurrence of the alleged negligence. The liability is limited to the typical and foreseeable damage at the time of the conclusion of this Agreement. Lost profits shall be excluded from any damage calculation against Leverest. Legal representatives, employees, and vicarious agents of Leverest are not liable to any greater extent than Leverest itself.

Leverest does not warrant a successful completion of any Transaction. A User is aware of and agrees that Leverest will use public information as well as data, materials and other information provided by a User, or any third party and Leverest is not obliged to and will not verify the correctness and completeness of such information. Leverest assumes no liability or responsibility for the correctness and completeness of such information, or any actions or results derived thereof.

15. Communication

After a closing of a Transaction, Leverest is entitled to publish the transaction and its involvement (platform support) on its website and on social media as well as in marketing materials by naming the involved parties or other information based on the press release published by a User. Leverest may only publish further Transaction information with the consent of a User.

16. 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 shall be deemed to exist if, in Leverest’s reasonable determination, there are indications that a User:

• uses the Platform without having an interest in a Transaction or a Successful Transaction
• attempts to circumvent, directly or indirectly, the obligation to pay the Platform Fees,
• does not comply with the Notification Obligation,
• does not pay the Platform Fees as required herein,
• does not comply with the Confidentiality Obligation, or
• violates any other obligation as set forth in this Agreement.

17. Availability of the Platform

Leverest undertakes no responsibility for, and disclaims all liability arising from, any inability of users or users’ authorized representatives to access the platform. Leverest provides access to the platform on an “as is” and “as available” basis, and makes no representation, warranty, promise, or guaranty that the platform will be available or fully operative at any time or on an uninterrupted or error-free basis. The platform may contain errors, glitches, bugs, or other defects, and users understand and acknowledge that their sole and exclusive right and remedy in the event of their dissatisfaction with the platform is for users to notify Leverest about their dissatisfaction with the platform, in which case Leverest will review the complaint with Leverest’s subject matter experts, and/or to stop using the platform, and/or to terminate this agreement in accordance with the termination provisions set forth herein.

18. Miscellaneous

Leverest may amend this Agreement or any other notices, policies, terms and conditions on Leverest.net at any time by posting the changes to Leverest.net or other reasonable means. Accordingly, you should visit Leverest.net from time to time, and prior to publishing a Transaction on the Platform, to review the then-current and effective terms and conditions of this Agreement because they are binding upon you.

This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflict of law rules

If a dispute arises out of or relates to this Agreement or its breach (with the exception of rights to injunctive relief with respect to intellectual property rights and obligations with respect to confidentiality) and the parties have not been successful in resolving the dispute through direct negotiation, then (a) the dispute shall be resolved by arbitration administered by the American Arbitration Association (or any successor entity) under its Commercial Arbitration Rules, as amended from time to time, solely to the extent such Rules are not in conflict with the provisions of this Agreement, (b) any judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction, (c) the location of the arbitration shall be New York, New York, USA and (d) the parties shall have the right to take discovery of the other party by any method allowed by the Federal Rules of Civil Procedure, although in an effort to expedite the arbitration proceeding, as well as to minimize the parties’ attorneys’ fees and other costs, the arbitrator(s) presiding over any such arbitration shall, to the extent equitable, restrict the type and amount of discovery in which the parties may engage. The arbitrator(s) shall each be a natural person who has never been employed (either as an employee or as an independent consultant) by either of the parties, or any parent, subsidiary or affiliate thereof. The arbitrator(s) may upon request exclude from the arbitration proceeding any evidence not made available to the other party pursuant to a proper discovery request. The cost of the arbitration shall be borne equally by the parties pending the award. Upon the decision of the arbitrator(s), the prevailing party shall be entitled to receive from the other party its reasonable attorneys’ fees and costs. The parties, their representatives, other participants, the arbitrator(s) and the administrator(s) of the arbitration shall hold in confidence the existence, content and outcome of the arbitration.

If any provisions of this Agreement are found by a court or arbitration panel of competent jurisdiction to be invalid or unenforceable, they shall be to that extent severed from this Agreement such that the remainder thereof shall remain in full force and effect and shall continue to bind the parties.