General Loan Terms

Effective from 15.09.2024.

General Loan Terms

1 General

1.1 These General Loan Terms of SIA "LANDE platform" apply to every loan granted through the Portal, which together with the main terms of the Loan forms an integral Loan Agreement for the corresponding loan.

1.2 In addition to the Loan Agreement, the mutual relations between the Lender and the Borrower, including the procedure, type, and extent of the execution of the specific rights and obligations arising from the Loan Agreement, are regulated by the User Terms, the observance of which the Lender and the Borrower can demand from each other in their mutual relations.

1.3 To ensure a fair and non-discriminatory treatment of all Lenders who have financed the Loan, the Lender, when exercising its rights, undertakes to take into account the interests of the respective other Lenders. Likewise, the Borrower undertakes to treat all Lenders, who are contracting parties to the Loan Agreements concluded within the relevant Project, in an equal manner under equal circumstances. The Portal Operator verifies and helps ensure the fulfillment of the aforementioned obligation of the Borrower and the Lender. For this purpose, the Portal Operator, together with the Collateral Agent, administers the Loan repayment on the part of the Borrower, administering Loan repayments and interest payments, payments received in connection with Collateral realization, and amounts received in connection with the Loan as a result of other activities.

1.4 Among other things, the obligation arising from Clause 1.3to take into account the rights of other Lenders and the obligation to ensure equal treatment of Lenders is also manifested in the coverage of the Borrower's financial obligations related to the Loan Agreement and in the distribution of received payments among all Lenders in proportion to their investments. Based on the above, until the Lender and the Portal operator and/or the Collateral Agent have agreed otherwise, the Portal Operator and/or the Collateral Agent will communicate with the Lender solely on behalf and in the interest of the Lenders. For the avoidance of doubt, the Lender will not contact the Borrower under any circumstances and will not create any special arrangements with the Borrower. The Lender shall inform the Portal Operator and/or Collateral Agent of any such communication made by any Lender or any potential Lender.

1.5 Upon concluding the Loan Agreement, the Lender appoints and irrevocably authorizes the Portal Operator and/or the Collateral Agent to represent the Lender in communication with the Borrower in connection with the administration of the Loan granted within the Project, as well as appoints and irrevocably authorizes the Collateral Agent to conclude in the interest and on behalf of the Lender the relevant Collateral Agreements and Parallel Commitment Agreements, and, where relevant and applicable, use and realize the Collateral in accordance with these Terms. The scope of the authorization is specified in Section 15 of the Terms. By concluding the Loan Agreement, the Lender confirms that he has familiarized himself with the Terms, as well as understood them and agrees with them.

2 Definitions used and their explanations

2.1 Unless the context otherwise requires, the following capitalized expressions and definitions shall have the following meanings:

"Loan"	an agreed sum of money that the Investor makes available to the Project Owner for an agreed time period and that the Project Owner undertakes to repay to the Investor together with accrued interest in accordance with the Loan Agreement and periodic repayment schedule.
"Loan Agreement"	the agreement concluded between the Investor and the Project Owner using the Portal tools, and regulates the main terms and payment schedule of the issued Loan, as well as Collateral and other related issues, and of which these Terms are an integral part.
“Lender”	The Investor.
“Borrower”	The Project Owner.
“Day off”	Rest days of the week – Saturday, Sunday, and national Holidays determined by the country in which the Portal operates.
“ECSP Regulation”	Regulation (EU) 2020/1503 of the European Parliament and of the Council of 7 October 2020 on European crowdfunding service providers for business, and amending Regulation (EU) 2017/1129 and Directive (EU) 2019/1937 (Text with EEA relevance).
“EU”	The European Union.
“Schedule”	the repayment schedule and interest payment schedule applicable to the Loan regulated in these Terms.
“Fundraising Period”	the time period during which the Investor can approve the Loan for the Project, starting from the moment the Project is published on the Portal website, and which ends either when the fundraising target is reached or when the deadline set by the Portal expires.
“Lemonway”	licensed European payment institution SAS Lemonway (the simplified joint stock company) whose registered office is: 8 rue du Sentier, 75002 Paris, France and registered in the Paris Trade and Companies Register under number 500 486 915. "Payment Account" A payment account opened by Lemonway for the User to be used for payments for the Service.
“Target Funds”	the total amount of funds that the Project Owner wants to borrow in one Offer.
“Collateral Agent”	The following agents appointed by the Portal Operator, who keep the Collateral or Collaterals transferred in connection with the secured Loan, in their name in the interests of the Investor and carry out activities and transactions in connection with the relevant Collateral, including concluding Collateral Agreements and Parallel Commitment Agreements, among others based on the instructions of the Portal Operator in the interests of the Portal Operator and/or the Investors: SIA "SF MGMT collateral ", registered in the commercial register of the Republic of Latvia with number 42103112030, legal address: Roberta Hirša Steet 1, Riga, LV-1045, Latvia Shareholder: 100% Portal Operator "LANDE LT" UAB, Lithuanian registration No. 306185224, legal address: Lvivo st. 25-70209320, Vilnius , Lithuania Shareholder: 100% Portal Operator "LANDE PLATFORM RUM" SRL, Romanian registration No. 47369331, legal address: Bdul Tudor Vladimirescu nr 22, cladirea Green Gate Offices , Floor 5, biruul 560, Sector 5, Bucuresti , cod post office 050883 Shareholder: 100% Portal Operator.
“Collateral Agreement”	a collateral agreement in the form of a transfer of ownership (mortgage, commercial pledge, hand pledge) or a collateral agreement in the form of a guarantee, regardless of whether it is covered by the Loan Agreement or these Terms.
“User”	a person who has expressed a desire to become a user of the Portal and who has registered on the Portal as an Investor or Project Owner.
“User Account”	personal virtual sub-page or sub-pages opened on the Portal for the User, through which the User can use the Services provided by the Portal, use payments, and review information about their Investments, Loans, transactions, and other activities performed on the Portal.
“User Terms”	the Portal Operator’s internal regulatory document SIA "LANDE platform" General Terms and Conditions, with all its annexes and amendments approved from time to time.
“Collateral”	an asset owned by the Project owner or a third party or issued as a guarantee, which serves as a security for a claim against the Project Owner in connection with the Loan received using the Portal tools.
“Portal”	publicly available Internet-based information system "LANDE Platform", managed by the Portal Operator and available on the website with a reference to the domain: https://lande.finance.
“Terms”	these SIA "LANDE platform" General Loan Terms, with all its annexes and amendments approved from time to time.
“Parallel Commitment Agreement”	an agreement concluded between the Borrower and the Collateral Agent, based on the Lender's authorization in accordance with the Terms, for the issuance of the Loan.
“Application”	Application submitted by the Project Owner to the Portal operator to receive Services on the Portal in accordance with the form approved by the Portal and published on the Portal.
“Project”	or "Offer" business or businesses for which the Project Owner seeks financing with the help of the Portal.
“Project Owner”	any natural or legal person who seeks financing on the Portal and has a business relationship with the Portal Operator.
“Portal Operator”	SIA "LANDE Platform", unified registration number: 40203386735, legal address: Roberta Hirša Street 1, Riga, LV-1045, Latvia, e-mail: [email protected]

2.2 Time units and periods used in the Terms:

2.2.1 month is a calendar month;

2.2.2 quarter is a period whose duration is 3 (three) months;

2.2.3 half a year refers to a period whose duration is 6 (six) months;

2.2.4 a business day is a day that is not a Day off and on which credit institutions are open for bank operations in the European Economic Area.

2.2.5 the determination of periods by time is based on the system clock of the registered address of the Portal Operator and the EET time zone (GMT+2);

2.2.6 the beginning of the Loan period is the day of transfer of the Loan to the Borrower.

2.3 Unless otherwise stated, a reference in these Terms to:

2.3.1 one gender includes a reference to other genders; and

2.3.2 words in the singular include the plural and words in the plural include the singular.

2.4 A reference to legal acts includes any regulation, law, rule, official directive, request, or guideline (whether or not having the force of law) of a government, intergovernmental or supra-governmental authority, agency, department, or any regulatory, self-regulatory or other body or organization.

2.5 A reference to a particular law is a reference to it as it stands, subject to any amendments, extensions, or reenactments, and includes any subordinate legislation in force made under it.

2.6 Reference to the Portal Operator, Investor, Project Owner, Collateral Agent, or any other person includes their respective successors, permitted assignees, and permitted transferees.

2.7 Person means any natural person, firm, company, corporation, government, state or government agency, or any association, trust, joint venture, consortium or partnership, or other entity (whether or not it has a separate legal personality).

2.8 Any words used after the definitions, including, but not limited to, such as and similar definitions, are deemed illustrative and do not limit the meaning of the words, descriptions, definitions, phrases, and expressions that precede those definitions.

2.9 Reference to the expression "in writing" means communication between the Portal Operator and/or the Collateral Agent, and/or the Lender, the Borrower in paper form or using any other permanent information medium, which enables the Investor to store information addressed to him personally so that this information is available for future for use.

2.10 References to sections, clauses are references to sections and clauses of these Terms.

2.11 Headings in these Terms are used for convenience only and do not affect the interpretation of these Terms.

3 Loan

3.1 By concluding the Loan Agreement in accordance with the procedures specified in these Terms and User Terms, the Lender undertakes to lend the Borrower an amount of money as a loan, and the Borrower undertakes to repay this amount of money, together with the interest specified in the Loan Agreement, to the Lender within a certain period and Schedule. The currency and amount of the corresponding sum of money, the method of its repayment, and other provisions are specified in the corresponding Loan Agreement.

4 Purpose of loans

4.1 The Borrower shall use the Loan only for the Project and for the purpose specified in the corresponding Loan Agreement, Parallel Commitment Agreement, or Application.

5 Transfer of loan

5.1 Until the Loan is transferred to the Borrower, it is kept in the Payment account opened in the name of the Borrower in the Lemonway payment system, to which the Borrower has limited access and from which funds can be withdrawn only in accordance with the payment order of the Portal Operator.

5.2 The Loan is transferred to the Borrower by transmitting it to the Borrower's current account, in accordance with the procedure provided for in these Terms and the User Terms after concluding the Loan Agreement, if all the following conditions are met:

5.2.1 within the framework of the Project in respect of which the Loan is granted, during the Fundraising Period Loan Agreements whose total principal amount is at least the amount that corresponds to the minimum amount of Target funds indicated by the Borrower, are concluded;

5.2.2 none of the circumstances described in Clause 11.4 of the Terms have occurred (or the relevant event or circumstance would occur as a result of the transfer of the Loan amount);

5.2.3 a Parallel Commitment Agreement and a Collateral Agreement, if the Loan is granted with Collateral, have been concluded between the Borrower and the Collateral Agent, and the Borrower has not violated the provisions of the aforementioned agreements;

5.2.4 The Borrower has paid by the Borrower payable or refundable commissions, intermediary commissions for the use of the Loan, and other expenses in the amount and the manner provided for in the Parallel Commitment Agreement.

5.3 All sums payable by the Borrower in accordance with Clause 5.2.4 of the Terms are paid by deducting them in favor of the Portal Operator and/or Collateral Agent from the amount of the Loan. Only the amount of the Loan that exceeds the respective amounts payable by the Borrower is transferred to the Borrower.

5.4 The Portal Operator and/or the Collateral Agent have the right to refuse to pay out the Loan if, carrying out the Loan collateral assessment, it is found that the Loan is greater than 60% (sixty percent) of the market value of the Collateral, according to the assessment.

5.5 The Borrower has the right to withdraw from the Loan Agreement within 14 (fourteen) days from the last day of the Fundraising Period (including all extensions of the Fundraising Period), by notifying the Portal Operator in writing, if the Borrower has not received the Loan through the Portal in the full amount of the Target Funds.

5.6 The Borrower, with the consent of the Portal Operator, has the right to extend the initial Fundraising Period by no more than 30 (thirty) calendar days, and the relevant extension does not affect the validity of the Loan Agreements concluded before such extension. If by the end of the extension period, the Borrower has not received the Loan in the minimum amount of Target Funds, the Borrower has the right to withdraw from the Loan Agreement in the manner described in Clause 5.5 of the Terms.

5.7 The Collateral Agent has the right to withdraw from the Loan Agreement without prior notice if the conditions mentioned in Clause 5.3 of the Terms have not been met within one month from the initial day of the Fundraising Period (i.e., the extension period according to Clause 5.6 of the Terms is not taken into account).

5.8 If the Loan Agreement is terminated before the due date, the Loan Agreement is terminated between all contracting parties, i.e., the Collateral Agreements and Parallel Commitment Agreements are also terminated. In case of termination of the Loan Agreement, the Borrower shall repay the principal amount and interest of the Loan within 10 (ten) working days, as well as make other payments provided for in the Parallel Commitment Agreement.

6 Loan repayment and schedule

6.1 The Borrower repays the Loan to the Lender in accordance with the Schedule attached to the Loan Agreement. The Schedule (including the payment dates and amounts specified in the Schedule) is published by the Portal Operator in the Lender's User account and sent to the Borrower's e-mail after the conclusion of the Loan Agreement and the transfer of the Loan amount to the Borrower. The published Schedule is also attached to the Parallel Commitment Agreement.

6.2 The repayment schedule and the interest payment schedule applicable to the Loan are drawn up taking into account, among others, the following principles:

6.2.1 The Annuity Schedule is applied to the Borrower, if the total sums of the Loan's principal payments, interest, and commissions payable by the Borrower and other fees are the same in all months of the Loan's repayment;

6.2.2 A Balloon Schedule is applied to the Borrower if the Loan principal payment, interest, and commissions payable by the Borrower and other fees are paid according to the Annuity principle with an accelerated Loan repayment term in one payment;

6.2.3 A Bullet Schedule is applied to the Borrower if the Loan is repaid in one installment on the last date of the Loan repayment term. Loan interest payments and commissions, and other fees payable by the Borrower are made monthly, according to the Schedule;

6.2.4 A Bullet with interval Schedule is applied to the Borrower, if the Loan is repaid in several installments according to the Schedule agreed with the Borrower. Interest on the Loan and commissions and other fees payable by the Borrower are made monthly, according to the Schedule;

6.2.5 A Full Bullet Schedule is applied to the Borrower if the Loan, interest and commissions payable by the Borrower, and other fees for the entire term of the Loan are repaid in one payment on the last date of the Loan repayment.

6.2.6 A Full Bullet with interval Schedule is applied to the Borrower, if the Loan is repaid in several installments according to the Schedule agreed with the Borrower. The Loan, interest and commissions payable by the Borrower, and other fees for the specified period of use of the Loan are repaid in one payment according to the Schedule.

6.3 The repayment schedule and/or interest payment schedule for the applicable Loan sent to the Lender and the Borrower may change as a result of, among other things, the extension of the term of the Loan Agreement, delay in making payments by the Borrower and/or similar events and other changes. If a corresponding amended repayment schedule and/or interest payment schedule is sent to the Borrower, this amended repayment schedule and/or interest payment schedule shall replace the corresponding Schedule previously sent to the Borrower.

6.4 If the payment date falls on a Day off, the Borrower makes the corresponding payment on the next working day after the payment date specified in the Schedule.

6.5 If required by legal acts, the Borrower or Collateral Agent is entitled to deduct the amounts specified in these legal acts (including income tax) from the Loan payments made to the Lender.

7 Early repayment of the Loan

7.1 The Borrower is entitled to make full or partial early repayment of the Loan by notifying the Portal Operator and/or Collateral Agent at least 10 (ten) working days in advance. If the Loan is repaid in full, the Borrower is bound and shall comply with provisions of the Section 13 of the Terms.

8. Percent

8.1 The Borrower is obliged to pay the Lender interest on the Loan.

8.2 The interest rate payable for the Loan is the interest rate specified in the relevant Loan Agreement, expressed as an annual interest rate.

8.3 Interest on the Loan is calculated from the unpaid balance of the principal amount of the Loan with the start of the Loan period for each day until the day of final repayment of the Loan (including). Interest is calculated for each specific day of the calendar year.

8.4 The Borrower shall pay interest with the frequency specified in the Loan Agreement and the Schedule, complying with the types of Schedules in accordance with Clause 6.2 of the Terms.

8.5 When early repaying the entire Loan in accordance with Section 7 of the Terms, the Borrower is obliged, along with the repayment of the principal amount of the Loan, to pay the Lender the full amount of accrued and unpaid interest up to the date of repayment of the Loan, as well as other payments and contractual penalties, if provided for by the Parallel Commitment Agreement.

8.6 If the payment date falls on a Day off, the Borrower makes the relevant payment on the next working day after the payment date.

8.7 If required by legal acts, the Borrower or the Collateral Agent shall be entitled to withhold amounts determined by such legal act (including income tax, if applicable) from interest payments made to the Lender.

9. Late interest and penalties

9.1 By delaying the fulfillment of obligations arising from the Loan, the Borrower shall pay late interest and/or contractual penalties. Late interest and contractual penalties are calculated from the moment when the corresponding obligation became payable or is overdue until its proper performance, unless otherwise specified in these Terms or the User Terms. The default interest rate and the amount of the contractual penalty for the Borrower are determined in the Parallel Commitment Agreement and/or the Collateral Agreement.

9.2 The Borrower's delay in fulfilling the obligations arising from the Loan Agreements (first of all, the repayment of the Loan amount and the payment of interest), which does not exceed 5 (five) calendar days, shall not be considered as the Borrower's default. If the delay in the fulfillment of the obligations arising from the Loan Agreements exceeds 5 (five) calendar days, the Portal Operator and/or the Collateral Agent, when determining the late interest and/or contractual penalties, calculate the delay period starting from the first day of the delay (i.e., the next calendar day after the payment deadline).

9.3 The Portal Operator and/or the Collateral Agent have the right to retain, receive, and use at their discretion, in accordance with the Terms, the Parallel Commitment Agreement and/or the Collateral Agreement, late interest on delayed payment, and contractual penalties paid by the Borrower, unless otherwise specified in these Terms or the User Terms.

9.4 The claim for contractual penalty does not exclude the implementation of other measures, for example, the early termination of the Loan Agreement or the filing of a claim for damages.

10 Other payments and remuneration related to the Loan Agreement

10.1 The Borrower shall pay all compensations, fees, commissions in due time and in an otherwise appropriate manner and compensate all losses, compensations, expenses and duties, the payment and/or compensation of which in accordance with these Terms, the User Terms is the responsibility of the Borrower (including the fees, commissions, duties, expenses, contractual penalties and damages payable to and/or reimbursed Portal Operator and the Collateral Agent under the Parallel Commitment Agreement and/or the Collateral Agreement).

10.2 The Borrower shall bear the costs of notarizing the Parallel Commitment Agreement, the Collateral Agreement, or other documents and agreements related to the transfer and repayment of the Loan (mainly, the notary's fees and duties).

10.3 In case of partial or complete non-fulfillment of the Loan obligations, all expenses, fees, duties (including, but not limited to, litigation expense) related to the out-of-court recovery and forced collection process of the Loan shall be covered by the Borrower.

10.4 If the Portal Operator and/or Collateral Agent has not received reimbursement of expenses from the Borrower, the Portal Operator and/or Collateral Agent has the right to withhold the sums of expenses specified in Clauses 10.1 - 10.3 of the Terms from the Loan amount, paying the balance of the Loan amount to the Borrower or, in case of Loan repayment, to the Lender, respectively covering expenses, unless otherwise specified in these Terms or the User Terms.

11 Borrower's obligations

11.1 The Borrower is obliged to:

11.1.1 use the Loan only for the purpose specified in these Terms;

11.1.2 ensure the use of the Collateral object only for its intended purpose;

11.1.3 to the extent permitted by legal acts, to protect the Collateral from any restriction or interference by third parties;

11.1.4 not transfer the use or ownership of the Collateral to any third party without the written consent of the Collateral Agent or the Platform Operator;

11.1.5 not to take the Collateral object outside the country where the Collateral is registered at the time of transfer of the Loan;

11.1.6 ensure that the Insurance Policy of the Collateral is in force during the entire duration of the Loan Agreement, by coordinating the Insurance Policy/s with the Insurance Agent or the Portal Operator in advance, and submit a copy of the Insurance Policy to the Insurance Agent, presenting the original if necessary, unless otherwise agreed in the Parallel Commitment Agreement;

11.1.7 to fulfill the obligations of the policyholder and the insurer specified in the Insurance Agreement/policy and not to perform actions or, through their omission, do not tolerate the occurrence of circumstances that may suspend or terminate the operation of the Insurance Agreement concluded in accordance with the terms of the Loan Agreement;

11.1.8 to pay and cover all costs in a timely manner, including all taxes, state, and municipality duties, with which the Collateral is taxed, as well as fines, including for administrative violations that may be attributed to the Collateral, based on the decision that came into force, during 2 (two) working days after receiving the relevant request;

11.1.9 use the Collateral object as a careful and proper owner and comply with all instructions and regulations related to the use of the Collateral object, the instructions given by its manufacturer, distributor, and the Collateral Agent and applicable laws, and answer the Portal Operator and/or the Collateral Agent for any negligence or accidental consequences;

11.1.10 in a timely manner and at his own expense, to carry out preventive and necessary repair work of the Collateral object, as well as to carry out a technical inspection of the Collateral object, if it is equipment, in accordance with the legal acts, if it is required to be carried out according to the current legislation;

11.1.11 Not later than within 2 (two) working days from the moment of occurrence of the relevant circumstances, notify the Collateral Agent and/or the Portal Operator in writing about:

11.1.11.1. damage, loss, theft, robbery or other loss of the Collateral or threats thereof;

11.1.11.2. loss of registration documents of the Collateral object;

11.1.11.3. Lien, withdrawal, or seizure of Collateral by the State Revenue Service, other state and local government institutions, the police, the third parties.

11.1.12 no later than 10 (ten) days before the occurrence of the relevant circumstances, coordinate with the Collateral Agent and/or the Platform Operator in writing :

11.1.12.1. Changes in the Articles of Association, legal address or changes in other equivalent documents and/or information of the Borrower and/or the Guarantor;

11.1.12.2. adoption of the decision of the owners/participants/shareholders on the starting the reorganization of the Borrower and/or the Guarantor.

11.1.13 to immediately carry out any and all actions necessary for the Collateral Agent to establish the Collateral mentioned in the Loan Agreement and to pay other expenses related to the establishment of the Collateral and the conclusion of the Collateral Agreement (including notary fees and state duties) directly to the notary, land registry or other persons who have the right to receive the mentioned fees within the specified period, if not otherwise stipulated in these Terms or the User Terms or the Parallel Commitment Agreement.

11.1.14 refrain from transactions and actions that may significantly reduce the value of the Collateral or otherwise significantly interfere with the realization of the Collateral;

11.1.15 to comply with the requirements and provisions of these Terms and the User Terms during the validity of the Loan Agreement;

11.1.16 once a year from the date of conclusion of the Loan Agreement, throughout the duration of the Loan Agreement, fill out the Borrower's financial status assessment questionnaire, including submitting documents related to the Borrower's financial status to the Collateral Agent and/or the Portal Operator;

11.1.17 promptly inform the Collateral Agent and/or the Portal Operator about circumstances or events that may affect the fulfillment of the terms of the Loan Agreement by the Borrower and/or may cause a breach of any of the obligations specified in the Loan Agreement or a delay in execution;

11.1.18 ensure that there are obligations and rights necessary for the fulfillment of the Borrower's obligations specified in the Loan Agreement, including the submission of the data specified in the Loan Agreement to the Lender and the Collateral Agent;

11.1.19 to pay all payments specified in these Terms and the User Terms to the Portal Operator and/or Collateral Agent, in accordance with the commitments concluded by the contracting parties.

11.2 At the request of the Collateral Agent and/or the Portal Operator, the Borrower and/or the Collateral Provider undertakes:

11.2.1 introduce the Collateral Agent and/or the Portal Operator with the use of the Collateral object, providing the opportunity to fully inspect the Collateral object and check the technical condition and assembly of the Collateral object;

11.2.2 present or submit documentation about the Collateral and any other document related to the Collateral and its use at the disposal of the Borrower and/or the Collateral Provider;

11.2.3 submit documents and other information about the Borrower and/or the Guarantor, its financial status or economic activity, which the Collateral Agent and/or the Portal Operator deems necessary to perform an examination of the Borrower's and/or the Guarantor's financial status or economic activity, or which the Collateral Agent and/or the Portal Operator shall receive in accordance with applicable legal acts.

11.3 The Borrower undertakes to ensure that any mandatory payments and expenses related to the Collateral, including but not limited to payments for technical inspection, violations of road traffic rules, are paid on time and in full. The Borrower undertakes to ensure that the Collateral is maintained in good order in accordance with the requirements of regulatory acts and that its condition has not deteriorated. The natural depreciation of the Collateral is not considered to be a deterioration of the condition of the Collateral.

11.4 The Borrower hereby certifies that:

11.4.1 the information about the Borrower and the Collateral disclosed to the Lender through the Portal before concluding the Loan Agreement is correct and true;

11.4.2 in its activities, the Borrower has duly fulfilled and observed the legal acts and good business practices applicable to the Borrower, continues and will continue to do so in the future, including ensuring that the Borrower and its subcontractors have all the necessary permits, licenses and approvals required for their activities;

11.4.3 the obligations of the Borrower arising from the Loan Agreement are equated with any and all other obligations of the Borrower and/or the Guarantor, and the Borrower and/or the Guarantor shall fulfill these obligations in full and on time.

11.4.4 the Borrower is aware that it has no right to give instructions to the Collateral Agent in connection with the performance of its duties or to file claims against the Collateral Agent;

11.4.5 The Borrower has the right to conclude a Loan Agreement and establish Collateral; Taking a loan, establishing Collateral and executing the Loan Agreement do not contradict any legal act, administrative act or transaction, and taking a Loan does not harm the interests of the Borrower's creditors;

11.4.6 The Borrower is not insolvent or declared bankrupt; no insolvency application has been filed against the Borrower, no warning, complaint or any other claim has been raised that could cause the Borrower's insolvency, and there are no other circumstances that could cause the Borrower's insolvency or that could hinder the Borrower's ability to properly fulfill its contractual obligations.

11.5 The Borrower shall notify in the manner specified in the User Terms:

11.5.1 immediately for changing name, surname, postal address, e-mail address, or other data required in the User Terms;

11.5.2 immediately when the Borrower has learned about the initiation of court, arbitration, insolvency, restoration, enforcement or administrative proceedings against the Borrower, the Borrower's property, the Collateral object or the Collateral Provider or his/her property, furthermore explaining the nature of the relevant process; and

11.5.3 immediately after becoming aware of other circumstances and events relating to the Borrower, the Borrower's property, the Collateral object, the Collateral Provider, the use of the Loan or the property, including information about the progress of the Project.

11.5.4 At the request of the Collateral Agent and/or the Portal Operator, the Borrower must immediately send any requested information about the circumstances and events relating to the Borrower, the Borrower's property, the Collateral object, the Collateral Provider, the use of the Loan or the property, including information about the progress of the Project.

11.6 In its activities, the Borrower must refrain from transactions and activities that go beyond the scope of the Borrower's daily economic activity or as a result of which the Borrower's ability to timely and adequately fulfill the obligations arising from the Loan Agreement related to the Loan granted within the relevant Project may be significantly reduced. Among other things, the Borrower is not entitled, without the written consent of the Collateral Agent:

11.6.1 expropriate, mortgage, or otherwise encumber the Collateral or its part, transfer the Collateral for use to a third party.

11.6.2 make improvements to the Collateral object or take actions necessary to prevent the technical condition of the Collateral object from deteriorating, excluding the natural wear and tear of the Collateral object.

11.7 The Borrower undertakes to properly comply with the laws and other legal acts stipulated in the User Terms and applicable to them.

11.8 The Portal Operator and/or the Collateral Agent are entitled to determine other measures and requirements in the Parallel Commitment Agreement and/or the Collateral Agreement to ensure the fulfillment of the obligations arising from the Loan.

12. In performance of obligations of the Loan Agreement and termination of the Agreement in the event of breach

12.1 If the Borrower delays and/or fails to fulfill any financial or non-financial obligations arising from the Loan documents, the Platform Operator and/or the Collateral Agent are entitled to take any of the following actions at their discretion:

12.1.1 for the corresponding obligations, calculate the late interest according to the procedure stipulated in Section 9 of the Terms;

12.1.2 to apply contractual penalties for the corresponding obligations in accordance with the procedure stipulated in Section 9 of the Terms;

12.1.3 unilaterally withdraw from the Loan Agreement in according to the procedure stipulated in Clause 12.2 of the Terms;

12.1.4 to require the Borrower to fulfill the obligations of the Loan Agreement before the term by setting a new Loan repayment term;

12.1.5 realize the right of claim to the Loan in accordance with the procedure stipulated in the Loan Agreement and the Parallel Commitment Agreement.

12.1.6 take other steps and actions mentioned in these Terms and the User Terms.

12.2 The Platform Operator and/or Collateral Agent has the right to terminate the Loan Agreement before the term, by notifying the Borrower at least 10 (ten) working days in advance (other grounds for refusal are not excluded) if at least one of the following circumstances occurs:

12.2.1 The Borrower does not repay partially or in full the Loan and/or interest payments in accordance with the Schedule for more than 30 (thirty) calendar days, and does not remedy the violation within 20 (twenty) working days from the receipt of the relevant request of the Collateral Agent;

12.2.2 The Borrower alienates/sells the Loan Collateral to third parties;

12.2.3 The Borrower does not use the Loan for its intended purpose (if such has been determined);

12.2.4 a lawsuit has been filed against the Borrower and/or the Guarantor for the recovery of debt and/or damages, or a decision of the relevant institution has been made regarding the seizure of the Borrower's and/or the Guarantor's funds and property, or one of the civil procedural or criminal enforcement means has been applied in accordance with the law;

12.2.5 As a result of malicious or negligent actions of the Borrower and/or the Collateral Providers (if any), the market value of the Collateral has decreased or the Collateral has perished in whole or in part;

12.2.6 The Borrower violates Clause 11.6 and/or Clause 11.1, Clause 11.2 of the Terms and/or the User Terms and has not terminated or remeded the violation within 20 (twenty) working days from the receipt of the Portal Operator's or Collateral Agent's respective request to terminate the violation;

12.2.7 The Borrower is liquidated on the basis of a court ruling, liquidation decision, or on other ground;

12.2.8 the court declares the Borrower's insolvency proceedings and the court decision has entered into force;

12.2.9 any of the Borrower's warranties stipulated in Clause 11.4 of the Terms turns out to be fundamentally incorrect, that is, if the Lender would have correct information before concluding the Agreement, the Lender would not have concluded the Agreement.

12.2.10 As a result of malicious or negligent actions of the Borrower and/or the Collateral Provider, the market value of the Collateral has decreased or the Collateral has been completely or partially destroyed.

12.3 In case of early termination of the Agreement, if, in accordance with Clause 12.1.4 of the Terms, the Borrower does not repay the Loan in full within the new term, the Collateral Agent has the right to demand undisputed compulsory performance of the obligations by directing collection to the Collateral, including the Parties agree that the Collateral Agent has the right to sell the pledged Collateral at a free price in a voluntary auction through the court or apply to the court with a claim for debt collection.

12.4 The Collateral Agent has the right to transfer the debt for collection, as well as to assign the claims arising from the Loan Agreement to any third party, and such assignment of a claim may also include the processing of the Borrower's personal data and the transfer of the Borrower's personal data to the claimant (assignee).

12.5 If the Borrower's debt collection case is transferred to a debt collection service provider or a sworn attorney, all costs and losses related to the debt collection process shall be borne by the Borrower.

12.6 If a payment has been made on the basis of the Loan documents (including the Loan Agreement), which is not sufficient for the fulfillment of all obligations that have become recoverable, the payments are credited in the following order:

12.6.1 in the first round, the expenses that have been incurred for the collection of obligation, including, but not limited to, covering the expenses specified in Clause 12.5 of the Terms shall be covered;

12.6.2 in the second round, the unpaid compensation and expenses of the Portal Operator and the Collateral Agent, and the unpaid interest amount to the Lender shall be covered;

12.6.3 in the third round, the due loan principal sums shall be covered.

12.6.4 in the fourth round, late interest shall be covered;

12.6.5 in the fifth round, all other payments and compensations, contractual penalties shall be covered.

12.7 If the payment is not sufficient for the whole fulfillment of all the obligations in the same round specified in Clause 12.6 of the Terms, this payment is divided and the payment of the corresponding obligations is carried out proportionally or in another order at the choice of the Portal Operator. the fulfillment of the obligations arising from the Loan Agreement.

12.8 The Order for the payments arising out from Clause 12.6 of the Terms is valid unless the User Terms stipulate otherwise.

13. Termination of the loan agreement by the borrower

13.1 The Borrower has the right to terminate the Loan Agreement early at any time by notifying the Collateral Agent and/or the Portal Operator at least 2 (two) weeks in advance and within 10 (ten) working days after the expiry of the Loan Agreement repaying the entire unpaid amount of the Loan, the unpaid interest until the last day of validity of the Loan Agreement (including) calculated in accordance with the procedure specified in Section 8 of the Terms, and related expenses. In this case, the Collateral Agent provides the Collateral's cancelation.

13.2 The Loan Agreement is not terminated if the Borrower does not fully fulfill the payment obligation specified in clause 13.1 of the Terms in time.

13.3 If the Borrower terminates the Loan Agreement for purposes other than those specified in Clause 13.1 of the Terms, the Borrower shall pay the Lender the unpaid amount of the Loan and unpaid interest until the last day of validity of the Loan Agreement (including) calculated in accordance with Section 8

14. Termination of the Loan Agreement in other cases

14.1 The Loan Agreement shall terminate when the Lender has repaid the entire principal amount of the Loan and the interest thereon has been paid in full, and the Borrower has fulfilled all other financial obligations related to the respective Loan arising from the Loan Agreement and these Terms, or in the event that the Loan Agreement is canceled or revoked.

14.2 The Loan Agreement is terminated automatically if any of the conditions described in Clause 5.2 of the Terms do not occur within the time limit and in the manner provided for, or if the Loan amount is not transferred to the Borrower due to the circumstances specified in Clause 5.4 of the Terms or in the User Terms. 14.3 The Loan Agreement terminates automatically if before the Loan amount is transferred to the Borrower, the Lender's or Borrower's User status is terminated in accordance with the procedure described in the User Terms.

14.3 The Loan Agreement terminates automatically if before the Loan amount is transferred to the Borrower, the Lender's or Borrower's User status is terminated in accordance with the procedure described in the User Terms.

15. Parallel Commitment Agreement

15.1 The Borrower undertakes to pay the Collateral Agent an amount (such obligations of the Borrower to the Collateral Agent, hereinafter referred to as the “parallel ”) equal to each other monetary obligation of the Borrower arising from any Loan Agreement in the currency related to the relevant Loan (such other monetary obligations, hereinafter referred to as "main obligations "). For the fulfillment of parallel obligations, the Borrower and the Collateral Agent conclude a separate Parallel Commitment Agreement.

15.2 The parallel obligation comes into effect and must be performed by the Collateral Agent at the same time and in the same currency as and in which the relevant obligation arising from the Loan Agreement expires.

15.3 The amount of the parallel obligation decreases from time to time to the extent that the main obligation corresponding to this parallel obligation is properly performed against the Lender for the duration of this main obligation (such mani obligation is not considered material). The parallel obligations shall be performed for the following purposes until such Lender has irrevocably received the relevant amount in full, and the amount of the relevant principal obligation shall be reduced from time to time to the extent that the parallel obligation corresponding to this principal obligation is properly discharged against the Collateral Agent or a person appointed by the Collateral Agent (with such parallel obligation shall not be considered fulfilled for such purposes until the Collateral Agent has irrevocably received the relevant amount in full).

15.4 The Collateral Agent may demand the fulfillment of parallel obligations from the Borrower on the basis of the Loan Agreement independently in his name and the Borrower must fulfill the relevant obligation towards the Collateral Agent or a person appointed by the Collateral Agent.

15.5 The Collateral Agent has the right to assign the right of claim arising from the Loan Agreements to any third party on behalf of the Lender. By doing so, the said third party shall pay to the Lender the outstanding amount of the Loan and the unpaid interest calculated in accordance with the procedure stipulated in Section 8 of the Terms.

15.6 The Collateral Agent holds the Collateral in its name on behalf of all Lenders who have granted a Loan to the Borrower through the Portal for the purposes mentioned in Section 4 of the Terms and carries out operations and transactions related to the Collateral to the extent specified in these Terms.

15.7 The Collateral Agent may immediately call upon the Collateral if the Borrower has not properly and timely fulfilled its financial obligations under any of the Loan Agreements and the grace period granted under any of these relevant agreements has passed. The Collateral Agent shall use its best efforts to promptly and efficiently collect funds from the Collateral, and actual cash collections shall be properly and equitably distributed among the applicable Lenders.

16. Payments

16.1 Payments specified in the Loan Agreement and to be made to the Lender in accordance with the Loan Agreement are paid through virtual User accounts created on the Portal and managed by the Portal Operator in accordance with the procedure set forth in the User Terms, as long as both the Lender and the Borrower are registered Users of the Portal. In order to make the payments specified in the Loan Agreement (including the Loan amount, repayment of the Loan amount, interest, late interest, contractual penalty, etc. payments), the Lender and the Borrower give an irrevocable order to the Portal Operator and/or Lemonway to write off the agreed amount from any funds of the Lender or the Borrower in the User's account, depending on who is obliged to make the payment in the amount and at the time specified in the Loan Agreement, and credit the same amount to the User's account of the Lender or the Borrower, respectively, depending on who is entitled to receive the payment. The payment is considered completed when the payment is credited to the relevant User's account.

16.2 If the Loan Agreement does not stipulate otherwise, the Lender and the Borrower are obliged to ensure that a sufficient unreserved amount is available in his User's account for making the payments specified in the Loan Agreement, which is reflected as a positive balance at the time and in the amount specified in the Loan Agreement.

16.3 If there are insufficient funds in the Borrower's User Account to make the payments necessary to fulfill obligations that have become enforceable (including payments to be made to other creditors of the Borrower and the Collateral Agent), payments are made in the order in which they have become enforceable, beginning with from an obligation that has become payable earlier. If there are insufficient funds in the Borrower's User account to make payments necessary to fulfill several simultaneously recoverable obligations (including payments payable to the Borrower's other creditors and the Collateral Agent), payments made to cover obligations that have become simultaneously recoverable are made in proportion to the amount of the liability.

17. Responsibility

17.1 The Borrower is obliged to pay the Collateral Agent and/or the Portal Operator, upon the request of the Collateral Agent and/or the Portal Operator, the contractual penalties and late interest for breach of the agreement specified in the Parallel Commitment Agreement.

17.2 The payment of a contractual penalty does not release the Borrower from the obligation to properly fulfill the contractual obligations specified in the Loan Agreement, does not terminate or limit the right to demand from the Borrower compensation for damages caused as a result of non-proper fulfillment of obligations in an amount that exceeds the penalty or does not exclude the termination of the Loan Agreement in accordance with the provisions of Section 12 of the Terms.

17.3 The Borrower, the Collateral Agent, and the Lender are obliged to indemnify each other only for direct losses arising from non-performance or non-proper performance due to gross negligence or malicious intent. The liability of the Borrower and the Lender is limited to direct material damage.

18. Sending notices

18.1 Notifications related to the execution of the Loan Agreement, amendments, and supplements must be prepared in English, at least in writing, in a reproducible format and sent:

18.1.1 through the Portal; or

18.1.2 by e-mail to the address specified in the Loan Agreement or to the e-mail address notified by the Lender or the Borrower to the Portal Operator later; or

18.1.3 delivered against a signature or sent by registered mail to the address of the Lender or Borrower.

18.2 The Borrower and the Lender are obliged to inform the Portal Operator of changes in their data no later than within 3 (three) working days in accordance with the procedure specified in the User Terms.

18.3 Without prejudice to Clause 18.1 of the Terms, notifications are sent to the electronic mail (e-mail) address of the Borrower and the Lender, which the Lender or the Borrower has indicated to the Portal Operator when registering as a User

18.4 The Portal Operator and the Collateral Agent may, at their discretion, also send notices to the Lender and the Borrower in other ways, for example, using the Portal's notice intermediary service, for this purpose using the contact information entered by the Lender or the Borrower when registering as a Lender and the Borrower, or any contact information that the Lender or the Borrower registered later as a User.

18.5 Any notices sent in accordance with the procedure set forth in Clause 18.3 and/or 18.4 of the Terms, shall be deemed to have been received within 24 (twenty-four) hours of sending, including those deemed to have been received by all Users.

18.6 Notifications to the Portal Operator are sent to the electronic mail (e-mail) address [email protected] and are considered received within 24 (twenty-four) hours from sending. If the notice is received on a Day off a notice is deemed to have been received on the first business day following the Day off.

19. Personal data processing

19.1 In order for the Borrower to receive a Loan, for the Lender to issue a Loan, to conclude a Loan Agreement, a Parallel Commitment Agreement, a Collateral Agreement, to fulfill the terms of the Loan Agreement and to perform other actions provided for in the Terms and the Loan Agreement, the Portal Operator needs to collect information about the Lender and the Borrower. According to the data protection regulations, the Portal Operator is the controller of personal data, or in some cases the joint controller. More information on how the Portal Operator collects, uses and stores personal data of the Lender and/or the Borrower can be found in the Privacy Policy. By registering a Payment account in accordance with the User Terms, the Lender and the Borrower have confirmed that they have read and understood the Privacy Policy.

20. Changes to the Rules

20.1 In order to develop and improve the Services offered on the Portal, to expand the functionality of the Portal, and to comply with the law, the Portal Operator may change these Terms from time to time by publishing the new version of these Terms on the Portal and indicating the date of the changed version. The Lender agrees that a new version of these Terms shall enter into force immediately after:

20.1.1 publication on the Portal or earlier if the Lender accepts the new version on the Portal; or

20.1.2 within another period determined by the Portal operator.

20.2 The Portal operator shall notify the Lender and the Borrower of any changes in the Terms in accordance with the notification procedure specified in Section 18 of the Terms.

20.3 The Lender and the Borrower agree and undertake to check regularly and at least once a calendar month whether new information is indicated in the User's account and in any e-mail sent to the e-mail address registered on the Portal, and it is considered that the Lender and the Borrower are informed of changes/news, including any changes to these Terms.

20.4 If the Lender and the Borrower do not agree with the new version of the Terms, the Lender and the Borrower have the right to close the User's account in accordance with Clause 9.2 of the User Terms within 10 (ten) calendar days from the entry into force of the new version of the Terms, by notifying the Portal Operator. If the Lender and the Borrower have not notified the Portal Operator about closing the User's account within the above-mentioned term, it is considered that the Lender and the Borrower have agreed and approved the new version of the Terms, and it is binding on the User. If the Lender has valid Loan Agreements, the User's account is closed after their fulfilment.

20.5 Save Clause 20.4 of the Terms, the new version of the Terms shall not be applied to already concluded Loan Agreements, and concluded Loan Agreements shall be executed in accordance with the version of the Terms that was in force at the time of their conclusion.

21. Amendments to Loan Agreement

21.1 Amendments and supplements to the Loan Agreement come into force when the Lender and the Borrower have approved them by giving their approval through the Portal.

22. Final Terms

22.1 The legal acts of the Republic of Latvia shall apply to issues not regulated in the Terms, and to disputes arising from the interpretation and application of the Loan Agreement and the Terms.

22.2 If any clause of the Loan Agreement and/or Terms proves to be invalid because it is against the law, it does not affect the validity of other provisions. The Lender and the Borrower undertake by mutual agreement to replace the invalid clause with a new legal provision, which, in compliance with the law, would be the most similar to the invalid clause in terms of its meaning, regulation, and effect, in order to ensure the maximum fulfillment of the Loan Agreement and/or Terms, and the economic interests of the Lender and the Loan Agreement main objectives.

22.3 Disagreements and disputes arising from the Loan Agreement and/or the execution of the Terms and Conditions shall be resolved by the parties primarily through negotiations.

22.4 If the settlement of disagreements through negotiation is not possible, the dispute is settled in the courts of the Republic of Latvia, determining the jurisdiction of the court according to the legal address of the Collateral Agent.

22.5 The Loan Agreement is concluded and approved in accordance with the procedure specified in the User Terms.