Conditions Applicable to Promoters

1. Phases of the framework

a) Analysis: (There is no commitment or cost during this phase)
The company's information will be analyzed internally and through the community of expertsBioExpert Network).
b) Private Campaign: (Payment of 750€ when we agree to carry out the Campaign)
A preliminary version of the page that would be used to carry out the Campaign will be prepared. The content of this page will be the one uploaded by the Company itself through the Portal interface, together with the main observations resulting from the assessment of the project carried out by the BEN experts.
c) Public Campaign (7% cash) Publication of the Campaign and communication with the entire network of Capital Cell investors. Capital Cell.

The following terms and conditions apply to the relationship between PFP Capital CellS.L. (hereinafter "Capital Cell" or "we" or "us") and the companies that initiate contacts with us with the intention of publishing their project on our portal (each of these companies, the "Promoter"). Capital Cell may offer each Promoter customized conditions that better suit the conditions of its project, which will be reflected in a specific commercial proposal between the parties. In that case, the customized proposal will prevail over the conditions set forth below.

Contents of this document:

This document details the terms and conditions which, unless expressly agreed between the parties, shall apply to the relationship between the Promoters and the Promoters, both in the preliminary stages of analysis and preparation and, if so decided, in connection with the implementation of a Capital Cell and the Promoters, both in the previous phases of analysis and preparation and, if so decided, in relation to the implementation of a crowdfunding Campaign (each, a "Campaign") on the portal www.capitalcell.es (the "Portal").
This document contains the complete procedure and conditions applicable to the publication of the Campaign on the Portal. This process includes different instances of evaluation prior to the publication decision.

Phases of preparation, evaluation and publication of the Campaign.
Each project we receive Capital Cell must go through a series of steps to put the information related to the project in a predefined format suitable for its eventual publication; and (ii) evaluate the possibilities and merits of the project to launch a Campaign in our Portal. The duration and outcome of each of the phases will depend on the characteristics of each project, and on the degree of experience and previous preparation of each company in terms of presenting its project and conducting investment rounds.
The phases in which the complete process of a Campaign on our Portal is structured are the following:

(i) Initial information gathering.
(ii) Review and validation of the project by our network of experts.
(iii) Initial approval and definition of the applicable conditions.
(iv) Legal and financial review.
(v) Activation of private mode broadcast page.
(vi) Launch and development of the crowdfunding campaign.
(vii)Closing of the Campaign. Disbursement of funds and execution of corporate formalities.

(i) Initial information gathering.
When you decide to start the analysis process of a project, you will make available to the Promoter a specific section of your Portal. Capital Cell you decide to initiate the project analysis process, you will make available to the Promoter a specific section of your Portal, through which the Promoter will be able to upload to our interface the information necessary to create a presentation of your project that will be useful in the subsequent phases.
In particular, through our interface the Promoter will be guided to shape a presentation document or "pitch deck", in which you will explain the characteristics and merits of your project, as well as the composition and background of your technical and management team.

(ii) Review and validation of the project by our network of experts.
The information provided by the Company that is not of a confidential nature will be shared with our network of experts (the "BioExpert Network" or "BEN"). The BEN is composed of researchers and healthcare professionals with recognized expertise in innovation and commercialization activities related to biomedical and life sciences projects.
The members of the BEN will analyze the project and give their opinion as to its feasibility, interest and degree of innovation. They may also assess the financial information and, if applicable, the business plan provided by the Promoter.
The experts' analysis will be reflected in an overall assessment of the project, which will include observations on the main aspects of the project.

(iii) Initial approval and definition of the applicable conditions.
In the event that the BEN assessment is favorable, the BEN team will work with the Promoter to define the conditions that will be applicable to an eventual Campaign, and the steps necessary to reach a successful publication.Capital Cell team will work with the Promoter to define the conditions that will be applicable to an eventual Campaign, and the necessary steps to reach the publication of the Campaign in sufficient conditions to be successful.
Based on these contacts, Capital Cell will formulate the commercial proposal, which will detail the main characteristics of the Campaign proposed by the Company (mainly: fundraising objectives and duration), and will list the scope and cost of the services to be provided. Capital Cell.

(iv) Legal and financial review.
Once its commercial proposal has been accepted, Capital Cell will initiate a legal and financial review of the Promoter. For this purpose, the Promoter will be asked to provide a list of documents and information necessary to assess the main financial indicators and to perform a general check of the most relevant legal issues and formalities for the successful implementation of the Campaign.

(v) Activation of the dissemination page in private mode.
Simultaneously with the legal and financial review, Capital Cell will prepare a preliminary version of the page that would be used to carry out the Campaign. The content of this page will be the one uploaded by the Promoter himself through the Portal interface, along with the main observations resulting from the project assessment carried out by the BEN experts.
This page, called "Private Campaign" or "Pre-Campaign":
- will not yet be enabled to receive investments, but will allow users who wish to do so to sign a "letter of intent" stating their interest in the Promoter, estimating the amount they would be willing to invest; and
- will not appear in the list of campaigns on the Portal, nor will it be accessible from it, but it will be accessible to those who receive the link provided by the Promoter for this purpose. Capital Cell provided to the Promoter for this purpose.

The objectives of the Private Campaign include:
- to support the Promoter in its efforts to attract investors, serving as a letter of introduction of its project and the conditions offered to those participating in the financing round;
- to serve as an indicator of the degree of acceptance of the Promoter's proposal in the market and, therefore, of the probability of success of a possible Campaign.

(vi) Launching and development of the crowdfunding Campaign.
In case the legal and financial review, as well as the Pre-Campaign, show positive results, the Campaign may be launched.

(a) Prerequisites for the start of the crowdfunding Campaign.
For the start of the crowdfunding Campaign and its publication on the Portal, the following requirements must be met:

- Confirmation and/or formalization of the investment by one or more lead investors representing, separately, at least 15% of the investment target.
- That participations have been reserved or acquired for a minimum of 20% of the target, excluding the contribution of the lead investor(s) and that at least 10 investors have reserved participations through the Capital Cell platform. Capital Cell.
- That the marketing and dissemination material of the Campaign is ready, in conditions that allow foreseeing a minimum dissemination among potential investors.
- That there are the final texts of the Investment Agreements and the Partners' Agreements that will be made available to investors on the Portal, and that the Promoter has returned the "Letter of Publication" duly signed by which it expressly accepts such texts and their availability to be formalized by the potential investors.
CapitalCell reserves the right not to proceed with the publication of the Campaign in the event that it detects, during the pre-publication phase, that the Promoter does not have sufficient means to carry out an effective dissemination campaign.

(b) Collection and retention of the investors' funds.
The page of the Campaign will allow the investors to formalize the corresponding Investment Agreement, according to the model approved by the Promoter, and to disburse the amount of their investment.
The funds disbursed by the investors will be retained in an escrow account held by "PECUNIA CARDS E.D.E., S.L.U.", authorized as an electronic money institution by the Bank of Spain under registration number 6707.
In the event that the Campaign is successfully completed, and subject to the conditions to be stated, the funds will be transferred to an account opened in the name of the Promoter, for the issuance of the corresponding bank certificates for the formalization of the capital increase. Otherwise, the funds will be returned to each of the investors. Capital Cell will be the entity in charge of instructing the payment services entity to make the corresponding transfers in each case.

(c) Success of the Campaign.
It will be understood that the Campaign has been successful in the event that, during the period of duration foreseen, at least ONE HUNDRED PERCENT (100%) of the previously established fundraising objective is reached.
To this effect, the Campaign page will show a marker that will inform at each moment the degree of investment reached at each moment. The amounts that will be shown in this marker as collected will include:
- The investments formalized in the Portal, even if the funds have not yet been received in the escrow account.
- In the case of investments that occur outside the portal: the marker will only count the investments that have been effectively received in the Promoter's accounts, provided that the Promoter has provided to Capital Cell the supporting documents or bank statements proving this. The Promoter may also include in the scoreboard the investments actually received in the Promoter's accounts, Capital Cell may also include in the marker the amounts that, although not disbursed, are reflected in contractual documentation of a mandatory nature signed by the corresponding investor, and it shall be up to the Promoter to assess the suitability of such documentation. Capital Cell assess the suitability of such documents to be included in the marker.

(vii) Closing of the Campaign. Disbursement of the funds and execution of corporate formalities.
In the event that the Campaign is successfully completed, the Company shall approve the corporate resolutions necessary to formalize the corresponding capital increase and the attribution of the new shares to the investors.
Capital Cell The Company will order the transfer of the funds to an account opened in the Promoter's name provided that previously:

- The Promoter proves that it has adopted the corresponding corporate resolutions.
- The Promoter has paid in full the invoices corresponding to the services of Capital Cell.

Capital Cell may postpone the transfer to the Promoter of the funds collected in the Campaign until the invoices corresponding to its services are fully paid.
Once the funds have been received in the account opened in its name, the Promoter shall proceed to the execution and registration of the corresponding public deeds, as provided in the terms of the Investment Agreements that have been published.

2. Content of our services

CapitalCell is a crowdfunding platform, whose activity is subject to the provisions of Regulation (EU) 2020/1503 of the European Parliament and of the Council of 7 October 2020. Within this Regulation, specific crowdfunding services are defined, mainly comprising the publication of the project and the operation of channels that facilitate contracting with investors. The Regulation also provides for the possibility of providing ancillary or ancillary services to crowdfunding services.

1. Services corresponding to the crowdfunding campaign.
This section includes the services related to the crowdfunding campaign, which include:
(i) The initial review of the Promoter's presentation document (pitch deck), as a previous step to its selection for publication in our portal.
(ii) Advice throughout the process, proposing a specific calendar of weekly or bi-weekly actions to be carried out throughout the different phases, in permanent coordination with the Promoter.
(iii)The preparation of the Pre-Campaign and Campaign pages.
(iv)The publication of the Campaign on the Portal, making available to its users the necessary channels to formalize their investment in the Promoter. This includes: the mechanisms that allow the contracting and disbursement of funds, as indicated in section 1.6.
(v) The communication and dissemination of the Campaign to Capital Cell's own network of investors. Capital Cell through its usual channels: e-mail, inclusion in newsletters and dissemination in social networks (including, in particular, the Twitter network), all in agreement with the Promoter.
(vi)The organization of specific events and meetings that serve as an opportunity to promote the Campaign, including in particular the "Meet the CEO" activity, which allows to establish direct contact and communication between potential investors and the Promoter's managers.
(vii)The supervision and monitoring of the escrow account in which the investors' funds are received, pending their definitive release in favor of the Promoter once the preconditions for this have been met.
(viii)The compilation and sending to the Promoter of the information regarding the investors and their respective investment, necessary to draft the corporate documentation in which the capital increase in the Promoter is executed.

1.2.Additional actions.
The success of the crowdfunding round, as well as the subsequent implementation of the necessary actions to comply with the investment conditions, require certain additional actions, including:
(a) Legal actions before and after the round.
(b) Development of marketing and promotional activities necessary for the successful dissemination of the campaign and that it reaches the knowledge of potential investors.
CapitalCell can support the Promoter in these actions, as ancillary services to those strictly related to the crowdfunding round.

1.2.1. Legal services.
CapitalCell has standard texts of Investment Agreement and Partners Agreement, which it makes available to the companies that promote projects on its Portal. These texts are provided at no additional charge, as part of the services provided for the crowdfunding campaign.

1.2.2. Marketing and dissemination services.
The Promoter may hire an external company for the preparation of the dissemination actions of its Campaign, or may request the Promoter to carry out these actions as ancillary services. . Capital Cell
In the event that the Promoter so requests, the marketing services that it makes available to it include the following Capital Cell include the following:
(a) Production of a promotional video to be included in the Pre-Campaign and Crowdfunding Campaign access page.
(b) Drafting and dissemination of press releases related to the launching and closing of the campaign, ensuring their publication in print and online media.
(c) Creation and management of one or more advertising campaigns through the service Google Adwords, aimed at attracting attention and generating traffic for the campaign.
(d) Design of banners to be inserted in the current website of the Promoter, and that allow access from it to the crowdfunding campaign page.
(e) Support in carrying out dissemination actions in LinkedIn and other social networks.

1.3 Post-closing follow-up.
Once the crowdfunding round has been successfully concluded, the Promoter shall be obliged to send information to the participants of the round on a regular basis. The information shall be provided in accordance with the standardized reporting template to be provided by Capital Cell.
The Promoter may choose to instruct Capital Cell to prepare this report, or to prepare it by its own means. This option shall be duly recorded in the commercial proposal referred to in paragraph 1.3.
When the report is signed by the Promoter, it shall be signed by the Promoter's representatives and shall be sent by Capital Cell to all the investors that have participated in the crowdfunding round and that continue to have an interest in the capital of the Promoter.
The quarterly reporting obligation, as well as -if applicable- the provision of the service of preparation of the same by Capital Cellwill remain in force and will be obligatory for the Promoter until such time as no investor that has accessed the capital of the Company through a crowdfunding round organized by Capital Cell.

1.4. Management of an investment vehicle that groups the investors that participate in the investment opportunity in the Promoter's capital. 

The Promoter acknowledges and agrees that Capital Cell, as part of its services, will facilitate the management of investors through a legal vehicle authorized (SPV) by the Spanish National Securities Market Commission, in compliance with Regulation (EU) 2020/1503 of the European Parliament and of the Council of 7 October 2020 on European providers of equity financing services.

The Promoter understands that the SPV's involvement in the investment process is intended to optimize the management of the investor base, simplify the shareholding structure and ensure compliance with applicable regulatory requirements under applicable EU regulations. Capital Cell will act as the authorized and supervised provider of equity financing services under such regulations, facilitating the relationship between the Promoter and the investors managed through the SPV.

2. Cost of our services.

The cost of our services will be determined according to the specific characteristics of the Campaign, and taking into account the scope of any additional services requested by the Promoter.
However, unless otherwise agreed by the Promoter, the cost of our services will be determined in accordance with the specific characteristics of the Campaign. Capital Cell and the Promoter, the criteria applicable to the determination of the cost of our services are set out below.
For the purposes of the percentages set out below:
"Amount Collected Commission able" means the total amount of the funds raised in the framework of the Campaign, both through the Portal and outside it, except for the amounts referred to in paragraph 4 below. Likewise, the investments that are made in the Campaign but that had been previously anticipated in the Portal during the Private Campaign phase (provided that the identity of the investor matches, and up to the maximum amount indicated in the Private Campaign).
"Commissionable Campaign Target" means the amount established as the global target of the financing round implemented through the Campaign, including both what is intended to be raised through the Portal and what is received by other means. For the purposes of calculating commissions, the amounts referred to in section 4 below shall be deducted from this amount.

2.1 Commission for crowdfunding services.
Unless otherwise stated in the commercial proposal referred to in section 1.3, the cost of these services will be as follows:
- When the Private Campaign page is ready to be set up, the amount of €750 will be invoiced, which will be paid as a prerequisite for its activation. In the event that, for any reason, a Private Campaign phase is not carried out, the payment of this amount will be a prerequisite for the launch of the Campaign on the Portal.
-In case of success of the Campaign, CapitalCell will invoice the following amounts:
or Success Commission in Cash: An amount equivalent to 7% of the Commissionable Amount Collected, with a minimum of 10,000€. This amount must be paid by bank transfer to CapitalCell prior to the release of the funds raised to the Promoter.

2.2 Fees for additional services.
2.2.1. Legal services.
The use of our standard models will be free of charge, provided that the dedication of our legal department is not necessary to adapt them to the particular requirements of the Promoter.

2.2.2. Cost of marketing and dissemination services.
In case the Company chooses to contract these services with Capital Cellthe cost of the same shall be equivalent to 1.5% of the Commissionable Campaign Objective, with a minimum of

2.3 Commission for post-closing follow-up services.
Unless otherwise stated in the commercial proposal referred to in section 1.3, the cost of these services shall be as follows:
(i) In the event that the Developer decides to commission the Capital Cell the preparation of the quarterly report, the fee for these services shall be 750€ for each report that is prepared.
(ii) In the event that the Developer does not decide to commission Capital Celland will carry it out by his own means: Capital Cell will receive the report and distribute it to the crowdfunding participants through its platform, without accruing any commission in favor of the Promoter. Capital Cell.
Under this modality, the Promoter will be obliged to send to Capital Cell the quarterly report within one month from the end of each calendar quarter. The report submitted by the Promoter must comply with the minimum requirements and contents of such reports, which will be informed by the Promoter prior to the end of each calendar quarter. Capital Cell the Developer prior to the issuance of the economic proposal. In the event that the Developer fails to comply with the obligation to send to Capital Cell the quarterly report within the deadlines and with the format and content indicated, and such situation is maintained for ten (10) days from the claim formulated by the Promoter for its Capital Cell for its correction, Capital Cell shall assume the preparation of the corresponding quarterly report. In such case, the commission of Capital Cell 1,500 for the preparation of each report, which shall be accrued and invoiced at the time the aforementioned 10-day correction period expires.

2.4. SPV Management Fees

In accordance with the legislation in force, and in the event that Capital Cell assumes the incorporation and management of the SPV (understood as a vehicle for the grouping of the investors participating in the Campaign), the following fees will accrue in its favor:

a) Reduced fee: If the funds channeled are less than 150,000 euros, a fee of 3,084 euros per year (257.00 euros/month) will be charged.
Note: This reduced fee will not be applied in those cases in which the direct investors are represented by Capital Cell.
b) If the funds channeled are between 150.001 € and 750.000 €, a fee of 6.168 € per year (514,00 €/month) will be charged.
c) If the funds channeled exceed 750.001 €, a fee of 9.9,000 per year (750.00 €/month).
The amount corresponding to the calendar year of incorporation of the SPV shall be prorated according to the months elapsed between the date of execution of the capital increase of the Promoter and December 31 of the same year. Said amount will be included in the invoice corresponding to the Initial Fee for the Services rendered.

*The figures included in this section are in 2024 euros. Capital Cell reserves the right to modify these rates in subsequent years based on inflation and changes in SPV management costs.

3. Communication of investments committed prior to the commencement of our services.
Investments made in compliance with investment commitments prior to the commencement of our services shall not be computed for the purpose of calculating the fees and costs of our services, as indicated in section 3 above. Capital Cell
Only investments that meet the following requirements may be included in this section:
That they are made by investors who have expressed their willingness to invest in the Promoter prior to the start of our services, by formalizing a letter of intent or equivalent document stating the willingness or commitment to invest, and the amount of the planned investment.
That the Promoter delivers a copy of the aforementioned letter of intent to the Promoter. Capital Cell a copy of the aforementioned letter of intent or equivalent document, with the signature of the investor, at the time the commercial relationship with the Promoter is initiated. Capital Cell.
That the investment actually made does not exceed the amount stated in the letter of intent or equivalent document delivered to the Promoter in accordance with the preceding paragraph. Capital Cell in accordance with the preceding paragraph. In the event that the amount invested exceeds the amount initially committed, such excess shall be computed for the purposes of calculating the commissions and service costs of Capital Cell as provided in paragraph 3 above.

4. Information that may be published.
The information provided by the Promoter to Capital Cellular is not confidential. Capital Cell expressly for the purpose of its publication in the Portal. In particular, the content of the pitch deck will in no case be considered confidential information.
The content of the information to be published is the sole responsibility of the Promoter. At the time the Promoter delivers the information to Capital Cell for publication, it is understood that with respect to such information the Promoter represents and warrants the following:
(a) That the information it provides to Capital Cell is confidential. Capital Cell for publication on the Portal is truthful and complete, and that it contains all the necessary data to allow potential interested parties to make a correct assessment of the investment proposed to them, the strengths and weaknesses of the proposed business project, the possibilities of success or failure of the investment and, in general, that they have an adequate knowledge of the characteristics of the Company's business.
(b) That the information does not infringe the image rights or the intellectual or industrial property rights of any third party, and that in any case the Promoter has the authorization of any holder of such rights that may be affected by the publication of the information provided.
(c) That the Promoter is not aware of any fact or circumstance that is not reflected in the information that has been provided for publication, and that could reasonably point to the possibility of a significant negative effect on the Promoter's business project or on the prospects of the investment that is intended to be proposed through the Campaign.

Likewise, the information provided by the Developer for its assessment by the BioExpert Networkas foreseen in section 1.2. However, this information may only be used for the purposes of the appraisal by BEN, and may not be used or published for any other purpose. Capital Cell may not use or publish it for any other purpose. Furthermore, the terms and conditions of the BioExpert Network must ensure that the experts participating in the BEN undertake not to disseminate the information they receive as a result of their participation in the BEN, and not to use it for any purpose other than to record their assessment of the project within the framework of the BEN.

4.1 Confidential information.
Except as provided in section 5.1, the information that Capital Cell receives from the Promoter and that which the Company receives from Capital Cell shall be confidential information (the "Confidential Information"), and for this reason
(a) Neither party shall use the Confidential Information for any purpose other than the actions contemplated herein.
(b) Neither party shall disclose to any third party the contents of the Confidential Information.
The confidentiality obligations provided in this paragraph shall not apply to any Confidential Information that:
(i) Is or becomes public knowledge, unless such public knowledge is the result of a breach of this confidentiality clause.
(ii) Was known to or in the possession of the receiving party, without being confidential, prior to its disclosure by the other party.
(iii) Is or becomes accessible to the receiving party, on a non-confidential basis, from a source that, to the knowledge of the receiving party, is not subject to a confidentiality commitment to the other party or otherwise bound to maintain the confidentiality of the information.
(iv) It is information that has been arrived at or developed by the receiving party itself, regardless of whether it has also been disclosed to it by the counterparty subject to these confidentiality rules.
(v) The parties have agreed in writing to exclude from the obligation of confidentiality.

5. Term and Termination of Obligations hereunder.
The provisions hereof shall be effective as to Promoter from the time it commences its business relationship with Promoter and shall remain in effect until (i) all pre- and post-Campaign phases have been completed and invoices issued by Promoter have been paid in full.Capital Celland shall remain in effect until (i) all pre-Campaign and post-Campaign phases have been completed and invoices issued by Capital Cell (ii) the relationship is terminated early for any reason as set forth below.
Without prejudice to any other remedy or recourse available to it, Capital Cell may in its sole discretion terminate this Agreement at any time (including, without limitation, by withdrawing the Campaign from the Portal, if it has commenced) effective immediately upon written notice to Promoter in the following cases:
(a) If Promoter fails to provide to Capital Cell (a) If the Promoter does not provide the information required by the Promoter to carry out the valuation of the BEN or the legal and tax review foreseen in section 1.4, or to comply with the obligations imposed by the regulations for the prevention of money laundering.
(b) A material adverse change has occurred in the Promoter's business, or in the market in which it operates, during the term of the commercial relationship with the Promoter, or in the market in which the Promoter operates. Capital Cell.
(c) If there is a change in relation to the legal structure of the Promoter, or in the event of a material change to the information supplied by the Promoter for publication.
(d) The Promoter fails to achieve the minimum target during the term of the Campaign.
Without prejudice to any other remedy or recourse available to it, the Promoter may terminate the relationship with the Promoter in the following cases: (e) The Promoter fails to achieve the minimum target during the term of the Campaign. Capital Cell in the following cases:
(i) If there is a material adverse change in the Promoter's business, or in the market in which it operates, provided that it gives notice prior to the date on which the Campaign is to commence, and in any event with one week's notice.
(ii) At any other time, with the written consent of the Promoter. Capital Cell.
In addition, the relationship between Promoter and Capital Cell this document will be terminated in the event that the Promoter does not pass the BEN evaluation or the legal and tax review.