Terms of Use Remaco Direct Lending / Version 1.0 (March 2016)

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1 Terms of Use Remaco Direct Lending / Version 1.0 (March 2016) ( RWM ) is a securities dealer licensed by FINMA. The company operates Remaco Direct Lending ( RDL ) through as an efficient marked place for professional users. RDL enables capital seeking businesses to acquire capital from qualified investors. For some services and individual cases RWM takes use of the experience and resources of its affiliate, Remaco Advisory Services AG ( RAS ). By using services by RDL the Terms of Use count as read, understood and accepted. The Terms of Use, as applicable at the time of conclusion of contract, apply for all future business relations between RWM and the user of RDL. 1. Participants of RDL are qualified investors and qualified Swiss enterprises ( Participants ) who fulfill the conditions according to publications at RWM reserves the right to reject participants without explanation, deny the use or to give notice, as well as to amend the published conditions from time to time. It is the responsibility of the participant to keep up to date with current conditions. 2. RWM ensures to the professional compliance of standard procedures as published at RDL and facilitates the efficient transaction of business financing. Capital seeking businesses are sharing bonds or other financial instruments with the help of external consultants (for example financial auditors and lawyers), which are purchased by qualified investors through RDL. 3. If a binding contract is being made at RDL, the capital seeking business emits bonds or other financial instruments. RWM, as securities dealer under the supervision of FINMA, facilitates the transaction according to Swiss bank standards. Settlements are usually processed within a value date of 5 banking days (D+5). 4. Capital seeking businesses create a significant Private Placement Memorandum ( PPM ), which is being made available to investors through RDL. The PPM of the capital seeking business is decisive for the assessment of the investment. RWM does not accept any liability for losses or damages of any sort be it direct, indirect or consequential damages which might occur as a result of the aforementioned documents. 5. The trading with bonds and other financial instruments is being processed by RWM according to relevant legal and regulatory requirements. RWM places bonds on a sheer best-effort-base. All bonds are being deposited at the paying agent as global certificate. The transactions follow the principle delivery after payment. In cases where no payment is being made after conclusion of contract, RWM has the authority to declare the contract as invalid. The conclusion of contract made by the investor is

2 declared null and void. Under no circumstances does RWM take a counterparty risk with regard to the trading of the emitted bonds. 6. In order to use RDL an account has to be registered. The user commits to enter required data correctly and truthfully. RDL has to be kept informed about any changes to the registered account information which has to be updated by the user immediately. 7. At registration the user provides an address as login and a password to access the private user area at RDL (called access data in the following text). The user has to keep the access data secret and protected from access of third parties. If the access data gets lost, or if there is suspicion that access data has been obtained by third parties, the user has to inform RWM immediately. RWM accepts no liability for damages caused by third parties that have gained illegal access. 8. RWM commits to keep all information that is provided with regard to the contract strictly confidential. 9. Participants commit to keep all information that is provided by RDL strictly confidential and to not disclose information to third parties. Confidentiality agreement according to annex 1 to Terms of Use applies and constitutes an integrated component. 10. RDL provides investors with information that has been independently acquired by capital seeking businesses in a professional manner according to descriptions at RWM charges capital seeking businesses a fixed fee/commission. Fees and other relevant commercial transaction conditions are usually published at RDL. 12. The use of RDL for qualified investors usually is free. If any RDL-specific transaction fees apply for investors, this is stated in the PPM. Investors are accountable for its own bank charges, exchange fees, levy and foreign charges for the handling of securities-transactions. If interested, Remaco Wealth Management AG can provide a securities-account to recurrent investors for a low cost handling. 13. RWM creates a rating system with help of the provided financial data. The rating system is being created on the basis of established rating methods according to methodology as published on RDL. The rating system helps investors as orientation guide with regard to find suitable investments. The rating system is not to regard as an official or all including rating. It rather is a rating-approximation, which is based on the provided financial data. At all times the rating can be verified by investors through review of the provided business data in the RDL. RWM accepts no liability for any results with regard to usage of the rating-system.

3 14. RWM performs a careful plausibility and integrity check, as well as Due Diligence of documents that have been provided by capital seeking businesses and their consultants. Due Diligence is performed by a competent team with appropriate professional knowledge. Due Diligence results are being made transparent to investors and are known at the time of investment. 15. Business-specific data that is not available in the PPM is being made available to investors in a secure area on RDL upon request. RWM accepts no liability for the accuracy of this data. It is the investor s responsibility to check accuracy of the available financial data. The liability of RWM as well as vicarious agents, with regard to contractual breach of duty is limited to intent and gross negligence. 16. RWM does not provide legal counseling, tax counseling or audit counseling. RDL carefully coordinates all processes necessary for financing only. RDL provides necessary information and documents in order to process financial transactions and handling of such. 17. After completion of the financing RWM organizes and coordinates the Credit Monitoring as paying agent. RWM provides investors with a report according to agreed cycles and level of insight in order to inform investors about the compliance of covenants (if applicable). 18. As paying agent, RWM collects and forwards interest- and capital payments on behalf of the investors. Issuers are charged for the paying agent service. A paying agent contract is signed directly with the issuers. 19. RWM provides marked surveillance with the help of relevant sources (Telekurs, Reuters, Bloomberg etc.). 20. The contractual relation between RWM and the participants can be cancelled at any time without further notice through the deactivation-function in the secure member area or by written notice. Cancellation by is not possible due to risk of fraud. All user data is deleted upon cancellation. 21. If a participant cancels the contractual relation to RDL, but signs a financing agreement with a RDL participating investor within 6 month from the cancellation date, RWM has a right to claim damages and missed commission. 22. All data and information available on RDL represent a copyrighted database. It is strictly prohibited to take over and/or amend the database in its whole or partly without the consent of RDL.

4 23. In case of disputes all parties accept the jurisdiction of Basel. Swiss law applies. Annex 1: Confidentiality agreement with regard to projects on the Remaco Direct Lending platform ( This confidentiality agreement applies in cases of a complete or partly financing ( FINANCING ) of a TARGET COMPANY through the Remaco Direct Lending platform. ( REMACO ) acts as representative of the TARGET COMPANY. All registered users on ( USER ) commit through registration and agreement to the Terms of Use of Remaco Direct Lending, to handle all confidential information ( INFORMATION ) with regard to possible financing according to the following conditions: 1. Information The term INFORMATION describes all INFORMATION that is being provided to you or your confidant in regard to the assessment of the FINANCING. This includes all notes, analysis, summaries, studies, assessments and other documents or materials, which have been created by you or your confidant, and that are based on INFORMATION that you or your confidant have received in regard to the FINANCING, as well as all INFORMATION about negotiations regarding to FINANCING, especially with regard to the fact that negotiations are being made and the possible conditions for the FINANCING. 2. Confidentiality You commit to use INFORMATION solely for the purpose of processing a FINANCING and to not disclose INFORMATION to anyone. You are authorized to disclose INFORMATION to confidants who are in need of the INFORMATION in order to process a transaction, as long as you inform about the confidentiality of the INFORMATION and the confidants commit to use it according to the confidentiality agreement. It is your responsibility to ensure that your confidants do not disclose INFORMATION to third parties which are excluded from this agreement. 3. Exemptions The commitments in this agreement do not apply for (a) INFORMATION which you had access to prior to the date of this confidentiality agreement and which, to your knowledge, is not part of another confidentiality agreement; (b) INFORMATION which is or will be common knowledge, as long as this INFORMATION is not or was not made common knowledge by you or your confidant, or (c) INFORMATION which has been made known to you by third parties without a confidentiality agreement. 4. Contacts to employees and head-hunting ban You commit to only speak to members of the Board of Directors, the management, other executive people or employees of the TARGET COMPANY in the presence of a REMACO representative. You make the following

5 commitment: Neither you, a company connected to you nor your confidant does the following without prior written agreement within two years of signing this confidentiality agreement: (a) Having conversations about a future employment or other cooperation, negotiations or business offer with the Board of Directors, the management, other executive people or employees and people at the TARGET COMPANY or an affiliate with whom you got in contact in regard to FINANCING. (b) Having conversations about a possible cooperation or making business offers to a partner, supplier, customer or agent, as well as equivalent people at the TARGET COMPANY or an affiliate, as long as you have had no contact with such people prior to the date of this document 5. No warranty You recognize the fact, that neither the TARGET COMPANY nor its affiliates or REMACO can guarantee for the accuracy and completeness of INFORMATION. All statements with regard to future yield are subject to your own assessment; those statements are no guarantee for future yield. No liability is accepted for possible damages that result from using the INFORMATION. 6. Return of Information You and your confidant commit to return all information upon first request. You will not keep copies, extracts or other reproductions (including in electronic form). If you do not receive a specific request and in the case that the USER has not processed a transaction through Remaco Direct Landing, all documents, notes and other materials, including electronic documents have to be destroyed. The destruction has to be overseen and verified through the presence of a responsible executive employee, who has to submit a written confirmation to REMACO upon request. This does not apply to provisions or regulations of professional associations, which might preclude a return or destruction. 7. Miscellaneous This confidentiality agreement, in favor of all possible TARGET COMPANIES and their affiliates, is being made on the Remaco Direct Lending platform, as well as REMACO, and is applicable from the time of USER registration. The confidentiality agreement can only be amended after written approval by all parties. This agreement is valid for two years from the time of registration and applies to all transactions. This confidentiality agreement falls under Swiss law. Jurisdiction of BASEL applies exclusively.