1. INTRODUCTION

1.1You have engaged us to provide the professional services as set out in Schedule 1 - Schedule of Services of the Engagement Letter (the “Services”) (the “Engagement”).

1.2This document sets out the terms and conditions upon which Cara Global AG (“Cara”) will provide Services to the Client as specified and defined in the Engagement Letter (the “Terms”) unless otherwise agreed in writing by Cara. The person who will receive the benefit of these Terms is the Client.

1.3Cara is a stock corporation under Swiss law, with its registered office in Steinhauserstrasse 74, 6300 Zug - Switzerland.

2. DEFINITIONS AND INTERPRETATION

• “Arbitration Act” has the meaning given to the term in Clause 27;
• “Articles” has the meaning given to the term in Clause 5.3.3;
• “Client” or “you” as defined in the engagement letter;
• “Commencement Date” shall mean the date the Nominee is appointed to provide professional services;
• “Data Protection Laws” means any data protection law applicable in the jurisdiction of any party to this Agreement (including but not limited to the Swiss Federal Act on Data Protection (“FADP”), as well as all applicable statutes and regulations in any jurisdiction pertaining to the processing of personal data, including the privacy and security of personal data);
• “Dispute” has the meaning given to the term in Clause 27;
• “Engagement Letter” means the engagement letter between Cara and the Client in respect of the particular engagement for the provision of Services to be provided by Cara to the Client;
• “Fees” has the meaning given to the term in Clause 9.1;
• “Indemnified Person” has the meaning given to the term in Clause 16.1;
• "Nominee” means any person appointed by Cara to provide the Services to the Client;
• “Notice of Dispute” has the meaning given to the term in Clause 27;
• “Schedules” means the schedules annexed to these Terms (as amended from time to time);
• “Services Agreement” means the Terms, the Engagement Letter and the Schedules; and
• “Substitution” has the meaning given to the term in Clause 15.1.

3. ACCEPTANCE OF THE TERMS

3.1Your signature and/or continued instructions constitute your acceptance of the Engagement Letter, these Terms and the Schedules and the appointment of Cara to provide the Services to the Client. It is the Client’s responsibility to ensure that all instructions are lawful and provided by duly authorised persons.

3.2We may at any time, upon written notice to the Client 10 business days prior to the changes becoming effective, by email communication at the email address provided in Clause 23 alter, adapt, change, add to or remove portions of the Terms and, if we do so, we will post any such changes on our website. Your continued use of the Services following such change will be deemed to constitute your acceptance and you agree to be bound by the latest version of the Terms at all times and that all previous versions shall be superseded by the latest version.

4. ENTIRE AGREEMENT

4.1The Services Agreement supersedes any previous written or oral agreement between Cara and the Client in relation to the provision of the Services and forms the entire agreement between the parties relating to the Services as at the date hereof, to the exclusion of any terms implied by law which may be excluded by contract.

5. OUR RESPONSIBILITIES

5.1We will provide our Services with reasonable skill and care in accordance with the professional standards expected of us in a timely manner and in accordance with applicable laws and regulations of Switzerland.

5.2We rely upon the accuracy of the information provided to us by the Client, or by others on your behalf. We will not normally seek to verify or check any information provided to us by the Client and the Client acknowledges that we shall be entitled to rely on such information when carrying out the Services.

5.3The Nominee will undertake their duties in accordance with what they consider to be the best interests of the Client. However the Nominee shall not be obliged to act in any manner which, in their opinion:

5.3.1may constitute a breach of their fiduciary or statutory duties, or otherwise conflict with any laws, or otherwise be illegal or immoral;

5.3.2may be unethical, unduly onerous or be of such a nature that it might damage the reputation of or be detrimental to the Nominee and/or Cara;

5.3.3may conflict with the memorandum and articles of association (the “Articles”) or the bylaws (if applicable) of the Client; or

5.3.4would reasonably be likely to result in the risk of prosecution or any sanction of any kind in any jurisdiction or the withdrawal of, or imposition of any conditions in respect of, any licence, consent, or other authorisation issued to the Nominee or Cara by any legal, governmental or regulatory authority in any applicable jurisdiction.

6. COMMUNICATION AND CONFIDENTIALITY

6.1All communications between the parties to the Services Agreement will be treated as confidential, except as permitted by the sub-clauses below.

6.2Each party may disclose the other party’s confidential information:

6.2.1to its employees, officers, representatives, assigns or advisers (each as applicable);

6.2.2as may be required by law, court order or in response to any lawful request from any governmental authority, provided (where permitted by law) the other party has been notified by the disclosing party of the intended disclosure as soon as is reasonably practicable and in any event prior to such disclosure and insofar as possible has been given the reasonable opportunity to make representations as to the form and content of such disclosure, which representations the disclosing party shall comply with to the extent it is reasonable to do so;

and each party hereby consents to any disclosure of its confidential information in accordance with the provisions of this Clause 6.

6.3Each party shall take reasonable steps to ensure that any person to whom it discloses the other party’s confidential information in accordance with this Clause 6 is bound by an obligation of confidentiality equivalent to that imposed by this Clause 6.

6.4No party shall use any other party’s confidential information for any other purpose other than to perform its obligations under the Services Agreement.

6.5We may communicate via email or other electronic means, and while we use reasonable safeguards, we cannot guarantee absolute security.

7. PUBLICITY

7.1You agree that we may publicize or advertise our involvement with the project subject to your consent.

8. COMPLAINTS PROCEDURE

8.1Any complaints should be addressed via email to fiona@caraglobalag.io. We are committed to resolving issues efficiently and professionally in accordance with internal procedures.

9. PROFESSIONAL FEES

9.1The Client shall pay Cara the fees as are outlined in the Schedule 2 - Schedule of Fees and may include fixed fees or hourly rates (the “Fees”).

9.2In the first Calendar year from the Commencement Date, the Fees shall be pro-rated. Thereafter, Fees shall be invoiced on the 1st January for each successive year. Any Fees paid are nonrefundable.

9.3All fees, disbursements and expenses shall be paid net of any taxes, withholding and surcharges.

9.4Cara reserves the right and in its sole discretion, to apply its hourly fee rate where the services undertaken exceed the original scope of the Services or where there is threatened or actual litigation or a regulatory investigation against the Client.

9.5Cara reserves the right and in its sole discretion to apply a compliance review fee, high risk rating premium or its hourly rate in the event of any change in the Client’s risk profile.

9.6Cara reserves the right and in its sole discretion to revise our fees with 30 days’ prior notice. Where such changes may impact the ongoing engagement, Cara will consult with the Client in advance to assess continued alignment before applying any revised rates.

10. PROGRESSIVE BILLING

10.1Cara reserves the right to remit invoices progressively on an interim basis. We appreciate that from time to time, and for a variety of reasons, clients elect to discontinue a particular transaction or matter. In these circumstances, unless expressly agreed otherwise, our fees remain payable in full and no discount will be offered.

10.2Interest is not payable by us to you on payments made by you on account of fees and disbursements, unless required by local law. If a payment to Cara will be or is subject to tax, you shall pay, Cara on demand the amount (after taking into account any tax payable in respect of the amount and treating for these purposes as payable any tax that would be payable but for a relief, clearance, deduction or credit) that will ensure that Cara receives and retains a net sum equal to the sum it would have received had the payment not been subject to any tax.

10.3Any failure by you to observe the terms of payment is a serious breach and will entitle Cara to terminate the Engagement and discharge Cara from any obligation to continue working for you either permanently or until payment has been satisfied in full.

11. EXTERNAL DISBURSEMENTS

11.1We will bill you for any disbursements and government fees as soon as they are incurred and irrespective of whether at that time they have actually been paid by us.

11.2Business airfares will be charged for all international travel, unless otherwise agreed prior to the commencement of the travel. Interest is not payable to you by us in respect of any disbursements incurred but not actually paid by us from time to time.

12. OFFICE DISBURSEMENTS

12.1We reserve the right to charge for additional material administrative overtime costs where necessary to deal with your matter.

13. INVOICES

13.1Invoices are payable within 30 days after the date appearing on the face invoice. In the event that any invoice remains unpaid for a period of 30 days after the date appearing on its face, Cara reserves the right to charge interest at 1.5% per month on any overdue amounts.

14. LIEN

14.1If payment is not made within 30 days after the due date, in addition to any other rights or remedies, we reserve the right to exercise a lien over your files and documents. This means that no file or documents will be released until all amounts owing are paid.

15. SUBSTITUTION

15.1Where Cara provides one or more persons to act as Nominee to provide the Services, Cara reserves the right, where permitted by the terms of the Articles and bylaws, in its sole discretion and at any time, to substitute any such Nominee with other qualified personnel (the “Substitution”). The Client shall be notified of any such Substitution and Cara shall work with the Client to document such Substitution in accordance with the terms of the Articles and bylaws. Any such Substitution permitted by the terms of the Articles and bylaws, does not constitute a breach of the Services Agreement and shall not give rise to any cause by the Client to terminate the Engagement. Any reference in any Clause in the Services Agreement to the Nominee shall include the Substitution (where applicable).

16. INDEMNITY

16.1To the extent permitted by applicable law, the Client shall immediately and on demand, indemnify and hold harmless, the Nominee(s), Cara, its shareholders, directors, successors and assigns, any employee, contractor or consultant (both present and future) (each an “Indemnified Person”) against all claims, costs, loss or expense and liabilities arising in connection with the provision of Services or instructions that are unlawful or given without proper authority.

16.2Where Cara or any Nominee has the benefit of an indemnity in any other documents, including any provision in the Client’s constitutional documents, the indemnity provision shall avail themselves of the protection of either or both of the indemnity provisions.

16.3The Client agrees to advance costs to Cara and/or Nominee in relation to any claims brought against it and any amounts so advanced shall be repayable by Cara or Nominee where it is finally determined by a court of competent jurisdiction that Cara or Nominee has acted dishonestly, with gross negligence (as such term is construed and interpreted under Delaware law) (“Gross Negligence”), willful default or fraud in relation to the claims brought against it.

16.4This indemnity does not apply if the claim results from Cara’s dishonesty, Gross Negligence, wilful default or fraud.

16.5Any Indemnified Person who is not a party to this Services Agreement shall have a direct and independent right to demand performance and enforce any rights or indemnities granted to it herein in its own right. Except as expressly provided for in this Clause 16, this Services Agreement does not intend to confer any enforceable rights on any other third party.

17. LIMITATION OF LIABILITY

17.1To the extent permitted by applicable law, Cara’s liability for any loss or damage arising from our services (except in cases of fraud) is limited to the amount of fees paid by you in the twelve (12) month period preceding the event giving rise to the claim.

17.2The Client must bring any claim against Cara within six (6) months of when it was aware or it could have reasonably been aware of the existence of any claim.

17.3Cara shall not be liable to the Client for any loss of profit, loss of revenue, loss of goodwill, loss or corruption of data, or for any indirect, incidental, special, exemplary, punitive or consequential loss (altogether “Loss”) or damage, whether or not such Loss or damage was foreseeable or party was advised of the possibility of such Loss or damage.

17.4The Client acknowledges and agrees that the limitations and exclusions of liability set out in the clause are reasonable and reflect the commercial terms of this Engagement, and that they form the basis on which Cara is willing to provide the Services.

17.5The Client agrees that any claim arising out of or in connection with the Services Agreement and/or the provision of services under the Services Agreement shall be brought only against Cara.

18. CLIENT REPRESENTATIONS AND WARRANTIES AND UNDERTAKINGS

18.1The Client agrees, represents and warrants to Cara and the Nominee that:

18.1.1the Client has full power and authority to engage our Services;

18.1.2all information provided by the Client to Cara is complete, accurate, and up to date;

18.1.3it shall keep Cara and the Nominee fully informed as to the business, affairs, financial position and prospects of the Client;

18.1.4it shall ensure that where reasonably required by the Nominee appropriate service providers as reasonably determined by the Nominee shall be engaged, at the cost of the Client, to assist the Nominee with their duties and specifically it shall ensure that appropriate legal counsel (onshore and offshore) is appointed at all times;

18.1.5in performing their duties as a director the Nominee shall not be required to act in any manner which, in their opinion, would require the Nominee to:

18.1.5.1do anything which may be illegal or contrary to any applicable law or regulation;

18.1.5.2expend their own funds or otherwise incur any expense or other financial liability in the performance of any of the Nominee’s duties and obligations;

18.1.6Cara and/or the Nominee may, at any time, do or refrain from doing any act if they shall, in their absolute reasonable discretion, consider it proper to do so in accordance with their duties to the Client and any applicable law;

18.1.7Cara and/or the Nominee, in connection with their respective obligations under the Services Agreement, shall not be responsible for actively managing the Client in an executive role, the operational management of the Client, the commercial structuring of the business of the Client, rendering of investment, commercial, accounting, legal or any other advice to the Client or any other person in that regard. Such duties shall be delegated by the Client to the relevant professional or service provider, subject to the overall supervision and responsibility of the board of directors of the Client;

18.1.8it shall procure that financial statements shall be made available on request from the Nominee;

18.1.9Cara and the Nominee may rely on any instructions, requests or information supplied, orally or in writing, by any person whom we believe to be authorised by the Client to communicate with us for such purposes without further enquiry;

18.1.10Cara and the Nominee may communicate with any representative of the Client via email, WhatsApp, Telegram, Slack or other messaging platforms. The Client acknowledges that such communication is not secure and may be subject to delay, data corruption, amendment, loss or interception. The Client is deemed to accept these risks when communicating with Cara or the Nominee in such way and the Nominee and Cara shall not be responsible for any unauthorised interception, redirection, reading or copying of such communication, nor any effect on any computer system or any action taken by Cara or the Nominee from any such communication, attachments, viruses or other; and

18.1.11it will use its reasonable endeavours and as far as commercially possible to effect and maintain adequate director and officers insurance for the benefit of the Nominee on terms acceptable to the Nominee.

19. CARA’S REPRESENTATIONS AND WARRANTIES

19.1Cara and the Nominee (as applicable) represents and warrants to the Client that:

19.1.1it is duly incorporated and in good standing under the laws of Switzerland;

19.1.2the provision of the Services will not be in breach of agreements or obligations to which the Nominee is a party or bound;

19.1.3it will perform the duties and obligations under the Services Agreement with due care, skill and ability;

19.1.4it has the necessary power to enter into and perform its obligations under the Services Agreement; and

19.1.5it will during the term of this Engagement be the holder of all current authorities and licences required to be held under all applicable legislation governing the activities of Cara.

20. DATA PROTECTION AND RECORD RETENTION

20.1We comply with the Swiss Federal Act on Data Protection (FADP) and the Swiss Code of Obligations (SCO). We shall retain personal data and business records only for as long as necessary to fulfill the purposes of this Engagement or as required by mandatory Swiss statutory retention periods. Records may be stored electronically and may be accessed by our service providers under confidentiality obligations.

21. PROFESSIONAL ADVICE

21.1We do not provide legal, tax, or investment advice unless expressly stated in writing.

21.2At the cost of the Client, the Nominee or Cara may refer any question to and/or engage appropriate legal or other professional advisors. The Nominee or Cara may authorise such legal or professional advisors to provide its opinion on any matter of difficulty and may act on any opinion given by such advisors without being responsible for the correctness thereof or for any result which may follow from doing so.

22. CONFLICT OF INTEREST

22.1Cara will notify you of any potential conflict of interest and will not act in circumstances where a conflict cannot be appropriately managed.

22.2The Client acknowledges that the Nominee shall not be required to devote their full time and attention to the business of the Client and that the Nominee shall not be prevented or restricted from providing services of a like nature to or carrying on any business with any other person or company, and notwithstanding the foregoing the Nominee may act as a member of the board for any other company.

22.3The Client acknowledges that the Nominee will in fact be engaged with a number of other companies to which it provides services and that such companies may compete either directly or indirectly with the Client. The Nominee shall not be under any duty to disclose to the Client the identity of such other companies or any fact or thing which may come to the notice of the Nominee in the course of the Nominee providing similar services to other companies.

23. NOTICES

23.1All notices to Cara must be in writing, in the English language and may be delivered personally or sent by recognised courier service to its registered office or sent via email to fiona@caraglobalag.io or such other address as otherwise notified by Cara to you.

23.2Any notices to be given by Cara to the Client shall be sent the email address which has been specified by the Client to Cara in writing. Notwithstanding the foregoing, Cara reserves the right to send notices to any address or email address it has on file and which it uses for regular communications with the Client.

23.3Without prejudice to the foregoing, any notice shall be deemed to have been received:

23.3.1if sent by recognised courier service, within 48 hours after the time when the letter containing the same is delivered to the courier service;

23.3.2if sent by email, on the same working day in Switzerland or if not a working day, the next working day; and/or

23.3.3if delivered personally, on the same day or if not a working day, the next working day.

24. TERMINATION

24.1The Nominee may terminate the Engagement and cease to act for the Client at any time at will.

24.2Cara may terminate the Engagement and cease to act for the Client immediately if:

24.2.1the Client has not complied with the terms under the Services Agreement or any other terms agreed in writing;

24.2.2Cara or the Nominee has not received adequate instructions from the Client within a reasonable time request;

24.2.3the Client is unable to complete our standard due diligence process which we follow as part of our compliance process;

24.2.4continuing to act could cause reputational damage to the Nominee or Cara or any of its employees, directors, officers or affiliates;

24.2.5it becomes required by law or professional rules and ethics for us to cease to act for the Client;

24.2.6any regulatory action is taken against the Client;

24.2.7any proceedings are taken against the Client;

24.2.8any invoice rendered to the Client by Cara has not been paid within 30 days of being rendered or we consider that payment of our Fees and disbursements may be at risk; and/or

24.2.9the risk profile of the Client materially changes.

24.3Any party may terminate the Services Agreement at any time by giving not less than 60 days notice in writing to the other parties.

24.4Upon termination by either party you will remain liable to pay us for our professional fees for services rendered and disbursements accrued up to the date of termination.

24.5The Client is not entitled to any refund of the Fees upon termination for any reason.

25. MISCELLANEOUS

25.1The failure to exercise or a delay in exercising a right or remedy provided by the Services Agreement or by law does not constitute a waiver of the right or remedy or a waiver of other rights and remedies. No single or partial exercise of a right or remedy provided in the Service Agreement or by law prevents further exercise of the right or remedy or the exercise of another right or remedy.

25.2Nothing in the Services Agreement shall be construed as creating a partnership or joint venture of any kind between us.

25.3Each of the provisions contained in the Service Agreement shall be construed as independent of every other such provision, so that if any provision of the Services Agreement shall be determined by any court or competent authority to be illegal, invalid, and/or enforceable then such determination shall not affect any other provision of the Services Agreement all of which shall remain in full force and effect.

25.4As part of our business function, we may use a range of technologies (including cloud and artificial intelligence) provided by any third party service providers in order to meet our objectives and provide our clients with the best and most efficient service.

25.5The Engagement Letter may be executed in any number of counterparts, including by portable document format (PDF), DocuSign or any similar method, each of which shall be deemed an original and all of which when taken together shall constitute one and the same instrument.

25.6Save for as set out in Clause 3.2, no variation of the Schedules shall be effective unless in writing and signed by Cara. This Services Agreement shall not be assigned or novated or otherwise transferred without the prior written consent of Cara. Cara shall have the right to assign, novate and/or transfer the Service Agreement in its sole discretion to any other party.

25.7Notwithstanding anything contained in the Services Agreement, Cara shall not be responsible for any loss or damage to the Client or any other party for any failure to fulfil its duties or perform the Services hereunder if such loss, damage or failure shall be caused by or directly or indirectly due to war damage, enemy action, the act of any Government or other competent authority, riot, civil commotion, rebellion, strike, any natural disasters, storm, hurricane, tempest, accident, fire, explosion, toxicity, radioactivity, strike, national or regional lock-out, IT system failure (including cyber attack) or criminal activity against Cara or its Clients or other cause whether similar or not beyond the control of Cara.

26. NON SOLICITATION

26.1Each party acknowledges that the relationship of the other party with its employees and contractors are valuable business assets. Each party agrees during the term of the Services Agreement and for nine (9) months thereafter that it shall not: (a) either directly or indirectly, solicit or attempt to solicit any employee or contractor of the other party to terminate their relationship with the other party to become an employee, consultant, service provider or independent director to or for itself or any other person or entity; or (b) directly or indirectly through or on behalf of any other individual or entity use any information that constitutes a trade secret to solicit, entice, or induce any business from any of the clients of the other party (including actively sought prospective clients) or its vendors.

27. GOVERNING LAW AND JURISDICTION AND ARBITRATION

27.1The Services Agreement is governed by and construed in accordance with the laws of Switzerland without regard to or application of conflicts of law rules or principles.

27.2Should a controversy, dispute or claim arise out of or in relation to the Services Agreement (“Dispute”), the relevant party as appropriate must give 30 days’ notice of such Dispute to the other parties (the “Notice of Dispute”). Should the Dispute not be resolved at the expiration of 30 days after the service of the Notice of Dispute, the relevant party may commence arbitration proceedings in accordance with this Clause 27. Should the Dispute remain after the expiry of 30 days after service of the Notice of Dispute, the Dispute shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Arbitration Centre in force on the date on which the Notice of Arbitration is submitted in accordance with those Rules. The number of arbitrators shall be one; The seat of the arbitration shall be Zurich Switzerland; The arbitration proceedings shall be conducted in English.

Each party waives any right it may have to assert the doctrine of forum non conveniens to assert that it is not subject to the jurisdiction of such arbitration or courts or to object to venue to the extent any proceeding is brought in accordance herewith.