1. Introduction

At Capital Cell we want you to be aware of the risks involved in investing in enterprise capital. Remember that:

2. Company performance

The profitability and value of your investment will depend on the success of the company in which you invest. Therefore, if things go wrong, you may not get the return you expected and, in the worst case scenario, you may even lose all or part of the money you are investing.

Your investment is not guaranteed. This means that no one, neither Capital Cell nor the promoters of the company nor any guarantee fund can guarantee you the recovery of your investment or a minimum return.

3. Lack of liquidity and transferability

Liquidity is the ease with which you can sell your stocks and shares after you have acquired them. Shares acquired in newly created companies via Capital Cell are not easily transferable, and are unlikely to be listed on secondary securities markets such as the MAB (Spanish Alternative Investment Market) or the Spanish Stock Exchange.

Without the existence of a public market in which to find a buyer for your stock, it may be more difficult to sell them for an effective return. Investments made through Capital Cell should be considered medium-term, non-liquid investments.

4. Dividends

Dividends are payments made by a company to its shareholders or partners derived from the company's profits. Most of the companies listed on Capital Cell are startups or early stage companies, so it is unlikely that you will get a return on your investment during the first year of the investment.

Profits are usually reinvested in the business itself to drive growth and create value for shareholders. Companies are not required to pay dividends to shareholders.

5. Dilution

Any investment made via Capital Cell may be subject to future dilution. Dilution occurs when a company issues more shares. Dilution affects all existing shareholders who do not acquire any of the new shares issued. As a result, the proportionate share of the company's existing shareholders is reduced. This implies certain consequences, including the loss of voting rights, dividends and the value of the share.

6. The risk of not being able to influence the management of the company.

Investors will not be able to influence the management of the companies financed through the equity financing platform.

7. Diversification

We recommend that investors create an investment portfolio, maintaining a diversified portfolio and reducing the risks involved. Diversification means spreading out a number of investments over a number of investments. For example, if you are a non-professional investor, investing around €10,000 in 10 projects over a period of twelve (12) months is usually recommended.

8. Supervision

Capital Cell is not an investment services company or credit institution, and neither is a member of any investment guarantee fund or deposit guarantee fund.

Crowdfunding projects are not subject to authorization or supervision by the National Securities Market Commission or the Bank of Spain, and the information provided by the promoters on the projects has therefore not been reviewed by them, nor, in the case of issuance of securities, does it constitute a fact sheet approved by the National Securities Market Commission.

The projects published on Capital Cell's Participatory Financing Platform (PFP) are considered to be start-ups, and investing in these companies therefore carries significant risk. You should only invest an amount that you are willing to lose and we recommend that investors maintain an investment portfolio, keeping a diversified portfolio and reducing risks. If you invest in a company and it goes bankrupt, Capital Cell will not return your investment.

9. Fees applicable to promoters

Capital Cell shall be entitled to receive from the Promoter a commission calculated as a percentage (7%) of the total investments raised by the Project during the financing round.

The Publication Agreement to be signed by Capital Cell and the Promotor prior to the publication of the Project will establish the means and terms of payment of said commission by the Promotor.

In any case, the amount of the commission of Capital Cell will be increased by the rate corresponding to the Value Added Tax applicable at any time.

In addition, Capital Cell may charge for any expenses incurred on behalf of the Promoter, for which it shall issue the corresponding invoices and provide copies of the supporting documents. The expenses to be reimbursed will be specified in the Publication Agreement.

10. Procurement procedure

As described in the Terms of Use applicable to the services provided by Capital Cell through the Portal that the user accepts once registered on the Portal, Capital Cell makes available to its clients (investors and developers) the contractual models and subscription mechanisms necessary to structure the financing of the projects published on Capital Cell through "syndication vehicles" with the legal form described below.

The objective is that all investors participating in the financing of a project published on the platform can channel their investment in the project via a "vehicle" in the form of a limited company, private partnership, community of property or any other legal form that produces the effect of syndicating its representation to the person designated by the investors themselves, This vehicle is created specifically for this purpose for the investment in question ("Vehicle Company") which, once the funding round has been successfully completed, enables the governance of the promoter company, facilitating the adoption of corporate resolutions through the holding of General Meetings.

For their part, the investors, aligned in their interests, are represented in the promoter company by the administrator or representative of the syndication vehicle.

Likewise, the contractual models made available to the parties for the participation in the promoter company include the commitment to include in the bylaws and in the shareholders' agreement of the promoter company the right of all investors to attend the shareholders' meetings with voice but without vote (said vote is exercised by the representative of the syndication vehicle chosen by all the investors).

Capital Cell is an entity required to audit its accounts in accordance with Regulation (EU) 2020/1503 of the European Parliament and of the Council of 7 October 2020 on European crowdfunding service providers for business. The audit of the accounts of Capital Cell is currently entrusted to ViR Audit.