Conditions applicable to Promoters

Phases of the framework:

1.- Analysis: (No commitment or cost during this phase)
The company's information will be analyzed internally and through the community of experts (BioExpert Network).
2.- Private Campaign: (Payment of 750€ when we agree to do 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 Society itself through the Portal interface, along with the main observations resulting from the evaluation of the project by the BEN experts.
Public Campaign (6% effective) Publication of the Campaign and communication with the entire network of investors of Capital Cell.

The conditions set out below apply to the relationship between PFP Capital Cell, S.L. (hereinafter "Capital Cell" or "we") 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 are better suited to the conditions of their 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 that, unless expressly agreed between the parties, will apply to the relationship between 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 that receives Capital Cell must go through a series of steps to (i) 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 in our Portal is structured are the following:

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

1. Initial information gathering.
When Capital Cell decides to initiate the analysis process of a project, it will make available to the Promoter a specific section of its Portal, through which the Promoter will be able to upload to our interface the information necessary to create a presentation of his project that will be useful in the subsequent phases.
In particular, through our interface the Promoter will be guided to create a pitch deck, in which he will explain the characteristics and merits of his project, as well as the composition and background of his technical and management team.

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 issue an 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.

3. Initial approval and definition of the applicable conditions.
In the event that the BEN's assessment is favorable, the 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 by Capital Cell.

4. Legal and financial review.
Upon acceptance of its commercial proposal, Capital Cell will initiate a legal and financial review of the Developer. 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.

5. Activation of the diffusion page in private mode.
Simultaneously to 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 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 of the Portal, nor will it be accessible from the Portal, but it will be accessible to those who receive the link that Capital Cell will provide to the Promoter for such purpose.

The objectives of the Private Campaign include:
- to support the Promoter in its efforts to attract investors, serving as a letter of introduction to 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.

6. Launch and development of the crowdfunding campaign.
If 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:

(i) Confirmation and/or formalization of the investment by one or more lead investors separately representing at least 15% of the investment target.
(ii) 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.
(iii) That the marketing and dissemination material of the Campaign is prepared, in conditions that allow foreseeing a minimum dissemination among potential investors.
(iv) That the definitive texts of the Investment Agreements and the Partners' Agreements to be made available to investors on the Portal exist, and that the Promoter has returned the duly signed "Letter of Publication" expressly accepting such texts and making them available to be formalized by 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 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 Promoter's name, 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 shall be understood that the Campaign has been successful in the event that, during the foreseen term of duration, at least NINETY PERCENT (90%) 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 actually been received in the Promoter's accounts, provided that the Promoter has provided Capital Cell with the supporting documents or bank statements that prove it. Likewise, Capital Cell may also include in the scoreboard the amounts that, although not disbursed, are reflected in mandatory contractual documentation signed by the corresponding investor, and it is up to Capital Cell to assess the suitability of such documents to be included in the scoreboard.

7. Closing of the Campaign. Disbursement of 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 the funds have been previously transferred:

- The Promoter proves that it has adopted the corresponding corporate resolutions.

- The Promoter has paid in full the invoices corresponding to Capital Cell's services.

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 with the execution and registration of the corresponding public deeds, in accordance with 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 Law 5/2015, of April 27. Within this law, specific crowdfunding services are defined, which include, mainly, the publication of the project and the operation of channels that facilitate contracting with investors. Likewise, the same law foresees the possibility of providing ancillary or accessory services to crowdfunding services.

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 prior 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) Preparation of the Pre-Campaign and Campaign pages.
(iv) The publication of the Campaign in 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 through its usual channels: e-mail, inclusion in newsletters and dissemination on 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 for 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 final release in favor of the Promoter once the preconditions for such release have been met.
(viii)The compilation and sending to the Promoter of the information related to the investors and their respective investment, necessary to draft the corporate documentation in which the capital increase in the Promoter is executed.

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, which include:
(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 related to the crowdfunding round itself.

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

2.2.2. Marketing and dissemination services.
The Promoter may hire an external company for the preparation of the dissemination actions of its Campaign, or may request Capital Cell to carry out these actions as auxiliary services.
In case the Promoter so requests, the marketing services provided by Capital Cell include the following:
(a) Production of a promotional video for inclusion in the Pre-Campaign and Crowdfunding Campaign access page.
(b) Drafting and dissemination of press releases related to the launch 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 Promoter's current web page, allowing access from it to the crowdfunding campaign page.
(e) Support in carrying out dissemination actions in LinkedIn and other social networks.

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 standard report template to be provided by Capital Cell.
The Promoter may choose to commission Capital Cell to prepare this report, or to do so by its own means. This option shall be duly recorded in the commercial proposal referred to in Section 1.3.
When the report is signed by the Promoter, it will be signed by the Promoter's representatives and will be sent by Capital Cell to all the investors who have participated in the crowdfunding round and who continue to hold an interest in the Promoter's capital.
The quarterly reporting obligation, as well as - if applicable - the provision of the service of preparation of the same by Capital Cell, will remain in force and will be mandatory for the Promoter until such time as no investor who has accessed the capital of the Company through a crowdfunding round organized by Capital Cell remains in its share capital.

3. 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 the additional services that, if any, the Promoter may request from us.
Nevertheless, and unless otherwise agreed between Capital Cell and the Promoter, the criteria applicable to the determination of the cost of our services are indicated below.
For the purposes of the percentages that will be stated below:
"Commissionable Amount Collected" means the total amount of the funds collected within the framework of the Campaign, both through the Portal and outside it, except for the amounts referred to in paragraph 4 below. In addition, investments that are made in the Campaign but had been previously advanced on 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) will be considered in the Commissionable Amount Raised only for 80% of their amount.
"Commissionable Campaign Target" is 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.

Commission for crowdfunding services.
Unless otherwise stated in the commercial proposal referred to in section 1.3, the cost of these services shall be as follows:
- At the moment that the Private Campaign page is in a position to be enabled, 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 a successful Campaign, CapitalCell will invoice the following amounts:
o Cash Success Fee: An amount equivalent to 6% of the Commissionable Amount Raised, 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.

3.2. Fees for additional services.
3.2.1. Legal services.
The use of our standard models will be free of charge, provided that the dedication of our legal department is not necessary for the adaptation of the same to the particular requirements that may arise from the Promoter.

3.2.2. Cost of marketing and dissemination services.
In the event that the Company chooses to contract these services with Capital Cell, the cost thereof shall be equivalent to 1.5% of the Commissionable Campaign Objective, with a minimum of €3,000.

3.3. 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 Capital Cell to prepare the quarterly report, the commission for these services shall be €750 for each report prepared.
(ii) In the event that the Promoter does not decide to commission Capital Cell, and carries it out by its own means: Capital Cell will receive the report and distribute it to the crowdfunding participants through its platform, without any commission accruing in favor of Capital Cell.
Under this modality, the Promoter will be obliged to send the quarterly report to Capital Cell 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 to the Promoter by Capital Cell prior to the issuance of the economic proposal. In the event that the Developer fails to comply with the obligation to send the quarterly report to Capital Cell within the deadlines and with the format and content indicated, and this situation is maintained for ten (10) days from the claim made by Capital Cell for its correction, Capital Cell will assume the preparation of the corresponding quarterly report. In this case, the commission of Capital Cell for the elaboration of each report will be 1,500€, which will be accrued and invoiced at the moment in which the mentioned term of correction of 10 days expires.

4. Communication of investments committed prior to the commencement of our services.
Investments made in compliance with investment commitments made prior to the start of our services will not be counted for the purpose of calculating the commissions and costs of the services of Capital Cell, as indicated in section 3 above.
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 to 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 Capital Cell is initiated.
That the investment actually made does not exceed the amount stated in the letter of intent or equivalent document delivered to 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 in accordance with the provisions of paragraph 3 above.

5.1. Publishable Information.
Information that the Promoter provides to Capital Cell expressly for the purpose of its publication on the Portal shall not be considered confidential. In particular, the content of the pitch deck will not be considered confidential information under any circumstances.
The content of the information to be published is the sole responsibility of the Promoter. At the time the Promoter delivers information to Capital Cell intended for publication, it is understood that with respect to such information the Promoter declares and guarantees the following:
(a) That the information it provides to Capital Cell for publication on the Portal is truthful and complete, and that it contains all the necessary data to enable 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 Promoter for its evaluation by the BioExpert Networkas foreseen in section 1.2 above. However, this information may only be used for the purposes of the valuation by BEN, and Capital Cell may not use or publish it for any other purpose. Likewise, 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 in the framework of the BEN.

Confidential Information.
Except as provided in Section 5.1, the information that Capital Cell receives from the Developer and that the Company receives from Capital Cell shall be confidential information (the "Confidential Information"), and for that reason
(a) Neither party shall use the Confidential Information for any purpose other than in accordance with this document.
(b) Neither party shall disclose to any third party the contents of the Confidential Information.
The confidentiality obligations provided for 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 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 bound by a confidentiality commitment to the other party or otherwise obligated 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.

6. Term and Termination of Obligations hereunder.
The provisions hereof shall be effective as to Promoter upon commencement of its business relationship with Capital Cell, and shall remain in effect until (i) all pre- and post-Campaign phases have been completed and all invoices issued by Capital Cell hereunder have been paid in full; or (ii) the relationship is terminated early for any reason as set forth below.
Without prejudice to any other remedy or recourse available to you, Capital Cell may in its sole discretion terminate this Agreement at any time (including, without limitation, by withdrawing the Campaign from the Portal, if commenced) effective immediately upon written notice to the Promoter, in the following cases:
(a) If the Promoter does not provide Capital Cell with the information it needs 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) There has been a material adverse change in the Promoter's business, or in the market in which the Promoter operates, during the term of the business relationship with Capital Cell.
(c) If there is a change in relation to the legal structure of the Promoter, or in case of a material change with respect to the information provided by the Promoter for publication.
(d) The Promoter fails to achieve the minimum target (90% of the Campaign 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 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 Capital Cell.
Likewise, the relationship between the 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.