Terms and conditions

This document (hereinafter referred to as “Terms and Conditions”) constitutes a legal agreement between you, as a user of the Openproperty.ro website (“Platform”) and Open Property S.R.L., a company incorporated and operating under the laws of Romania, having itsregistered office in Pitesti, Bd. Republicii nr. 148, Cladirea C1, 1st floor, office 15b, ArgesCounty, registered with the Trade Register under no. J03/286/2024, RO49514918. Throughout these Terms and Conditions, we will refer to you as “You” or “yours” and we will refer to Open Property S.R.L. as “We”, “Us”, “Ours” or “Open Property”.

These Terms and Conditions set out the general framework for your use of the Platform as anInvestor, Developer (as those terms are defined below), or as a user of the Platform who doesnot register as an Investor or Developer. Investor, Developer, and any other user of thePlatform are collectively referred to as “Open Property Members” and individually as “OpenProperty Member”.

The Platform is offered subject to your acceptance of all the terms and conditions herein, theterms and conditions and from a money laundering prevention and combating the financing of terrorism and payment service provider perspective, and all other operating rules, policies (including, without limitation, the Privacy Notice) and procedures that may be published fromtime to time on the Platform and on the websites of the providers. Your acceptance of our Terms and Conditions and those of the above mentioned providers constitutes a bindingagreement between you and Open Property. If you do not wish to be bound by these Termsand Conditions, please stop using the Platform and our providers’ services now.

These Terms and Conditions, as well as any documents we refer to, together with anyoperating rules and policies, form the agreement between You and Us. We refer to all suchdocuments hereinafter as the “Agreement”.

You expressly agree to these Terms and Conditions and acknowledge that we will considerYour access to and use of Our Platform and our Providers’ services as Your acceptance of these Terms and Conditions and the Providers’ terms and conditions, and accordingly, the Agreement. You are responsible for periodically checking our website http://www.openproperty.ro to review the current version of the Terms and Conditions andother operating policies and rules to familiarize yourself with any changes to them.

Please read this Agreement carefully before accessing or using the Platform or the services of the providers mentioned above. By accessing or using any part of the Platform, you agree tobecome bound by all of the terms and conditions of this Agreement.

If you do not agree to all of the terms and conditions of this Agreement, please do not accessor use the Platform.

Open Property is not a financial institution, an investment bank, a tax advisor, a legal advisor or a regulated entity, and Open Property also does not provide financial or investmentservices.

The purpose of the Platform is to facilitate the organization in groups of persons interested inreal estate investments with a view to the conclusion by the members of the respective group of pre-contracts and/or contracts of sale with respect to real estate (apartments) in real estateprojects presented on the Platform that have been, are being or are to be built by companies developing real estate projects promoted on the Platform (“Developer”), presented in theessential investment information sheets available on the Platform, so that investors interested in investing in the projects (“Investors”) can obtain various benefits such as, for example, a reduction in the sale price, the possibilityof transferring the sale contracts, etc.

The Terms and Conditions govern only the relationship between an Open Property Memberand Open Property. Any contracts between Open Property Members will be made directly.

Links with other contracts and documents

In addition to these Terms and Conditions, You and Us may enter into other agreements. Forexample, if You are acting as a Developer You may enter into a contract for the provision of services (“Service Agreement”) with Us.

The Personal Data Processing Information Notice and Cookie Policy posted on www.openproperty.ro sets out details of how Your personal data will be processed by Us as aresult of Your use of the Platform.

These Terms and Conditions, the Personal Data Processing Notice and Cookie Policy, the Service Agreement and other agreements you may enter into, and the notices provided to you from time to time in connection with your use of the Platform, are referred to as the “PlatformDocuments”, are intended to be consistent with each other and should be read and construedtogether.

As to construction, any words following the terms including, include, particularly, forexample, or any similar expression, shall be construed as illustrative and shall not limit the meaning of the words, description, definition, phrase or terms preceding those terms. Also, areference to writing or in writing includes e-mail.

For the avoidance of doubt, in the event of any conflict between the terms of any agreementthat you subsequently enter into in relation to the investments shall prevail over the terms ofthese Terms and Conditions. As noted above, by using the Platform, you will be deemed tohave accepted the Terms and Conditions.

Eligibility criteria

To become an Open Property Member, you must (a) be at least 18 years of age (in the case of an individual), or (b) be a legal entity or incorporated as a registered entity (in the case of a legal entity Member). A reference to a company will include any company, corporation orother entity, regardless of where and how incorporated.

You represent and warrant that:

(i) you have the legal capacity to enter into this Agreement as defined above. (ii) you areeligible to enter into a legally binding online legal agreement with Us, in accordance with applicable law; (iii) you are solely and completely responsible for your own compliance withapplicable law; (iv) if You are agreeing to this Agreement, as defined above, on behalf of a legal entity, then You have the legal authority to enforce the legal entity’s liability to this Agreement; (v) you are the legal representative of a Developer or Investor (the legal entity) or have been duly authorized by the Developer or Investor to represent it using Our services andhave the right to enter into and agree to the Terms and Conditions and other Platform Documents on behalf of the Developer or Investor; (vi) all information You provide is true, accurate, complete and not misleading; (vii) that You are not subject to the laws of anyjurisdiction that would make Your participation in the Platform unlawful.

Ineligibility.

You must inform us as soon as possible if you cease to be eligible. Following notification, or if we otherwise discover that you are no longer eligible to be a Member, your Open PropertyMembership will be suspended without further formality. If You subsequently becomeeligible to regain Membership and You inform Us of this fact, Your Open PropertyMembership may be reinstated at Our discretion.

Single Membership

You can become a Member of Open Property only once. You may not attempt to create multiple Members by using different e-mail addresses or different identifying information. IfYou attempt to do so, We may terminate Your Membership without further formality.

Only Open Property Members may use the services provided by the Platform. Open Propertyreserves the right to refuse, suspend or terminate the provision of its services to any current orprospective Open Property Member, including but not limited to, for the following reasons:

You acknowledge that You acknowledge and agree that Open Property or the third party referred to above may carry out certain KYC activities and checks and/or AML checks,including the collection of certain personal data from You, which will be carried out, interalia, at the time of registration of the User Account with Open Property and prior to anyfunding to the Developer. Upon Open Property’s request You will provide to Open Propertyall information and documents that Open Property or the third party referred to above, in its sole discretion, deems necessary or appropriate to conduct KYC checks and/or AML checks.

Changes

Open Property reserves the right, at its sole discretion, to make changes to these Terms andConditions, to modify or replace any part of this Agreement as defined above. Such changesshall be binding on users of the Platform and shall be effective immediately upon posting. Itis Your responsibility to periodically check this Agreement for changes. You agree to abideby any amendments, variations or modifications to the Terms and Conditions, and Yourcontinued use of or access to the Platform after the posting of any changes to the Agreementconstitutes Your acceptance of such changes. If you do not agree to the changes, then you must cease using the Platform and related services.

We may modify, suspend or temporarily modify, suspend or discontinue all or any part of Ourservices, with or without notice, at Our sole discretion. We reserve the right, at any time andfor any reason, to discontinue, redesign, modify, alter, improve, change, make corrections to the Software and/or Services, including without limitation to the structure, specifications, “look and feel”, navigation, features and other elements of the Software and/or Services or any part thereof. You agree that We shall not be liable to You or any third party (for whom You may be acting) for any modification, suspension or discontinuance of all or any part ofthe Services or Our Platform.

If there is a conflict between two versions of the Terms and Conditions to which you haveagreed or have been deemed to have agreed, the more recent version will prevail, unlessexpressly stated otherwise.

Our Relationship with You

Open Property Membership. Upon acceptance of these Terms and Conditions, you will become and remain an Open Property Member until termination or suspension of yourMembership. Our obligations to Open Property Members are as set out in these Terms and Conditions and the other Platform Documents.

Exclusion of advisory services. We do not provide advisory services or advice on any aspect of investments facilitated through the Platform, except for technical guidance on the use ofthe Platform. This means that We may not provide you with investment, legal, tax or otheradvice in connection with your membership or in connection with investments you makethrough the Platform. Nothing on the Platform or any other communications we send to you is intended to constitute advice or recommendations. If You need or want advice, You should consult a financial, legal, tax, tax or other appropriate professional.

The content and materials available on the Platform as well as the content of thecommunications are for information purposes only and are not intended to meet your particular requirements.

The content and materials available on the Platform do not constitute any form of investmentadvice or recommendation from Us, should not be regarded as an offer, solicitation, invitation or recommendation to invest or sell any debt claims arising from the antecontracts enteredinto with the Developers or any financial advisory services or investment advisory services and are not intended to be relied upon in making any specific investment or other decision.

Any data, analysis or other information contained on the Platform does not constituteinvestment advice. We will not be liable for any loss resulting from any investment based onany information or data provided on the Platform.

Place of service and applicable law. By complying with these Terms and Conditions, Youagree that all activities We conduct with You are performed in Romania, regardless of whereYou are physically located at the time You use the Platform or interact with Us. This meansthat You agree that Our activities are subject to the laws of Romania and, therefore, that any disagreement/dispute must be resolved in accordance with Romanian law.

Platform

Communications. Your interactions and communications with Us will take place almostentirely through the Platform or at e-mail addresses provided by You. There are certainexceptions where We may interact and communicate with You directly by telephone or inperson, but, please understand that in general, You will communicate with Us through thePlatform and e-mail.

Access and use of the Platform. Access to the Platform is realized using credentials. Credentials may refer to a username and password, configured by You, or may be included inan authentication token provided by an external platform on which You have an account.Your Stock.estate Membership is strictly personal and non-transferable.

You acknowledge and agree that, if the correct credentials are used, we will assume that you are the person carrying out the activity on the Platform and not another person.

Please be aware that you may have one or more authentication credentials and we may or may not require additional authentication credentials to enable you to perform specificactions on the Platform.

You may not allow any other person or device to access your authentication credentials(including, but not limited to, accidentally or otherwise sharing or disclosing your authentication credentials). If you disclose or grant access to your authentication credentials.authentication credentials, you will be fully responsible for all actions taken on the Platform by the person or device to whom you have granted access and any other person or device towhich that person or device has granted access, and we will not be liable to you for any loss, damage or costs resulting from your granting access to your authentication credentials. You should note that We may terminate or suspend Your access to the Platform if You are no longer eligible to use the Platform or fail to comply with any of Your obligations set forth in the Platform Documents.

Accesarea sau utilizarea Platformei vor fi condiționate de următoarele aspecte : a) Dvs. veți utiliza Platforma numai în scopuri legale și în conformitate cu Acordul, astfel cum a fostdefinit mai sus; b) Dvs. vă veți asigura că toate informațiile pe care le furnizați pe Platformăpentru contul Dumneavoastră sunt valide și corecte; c) Dvs. veți menține securitatea și confidențialitatea accesului la contul Dumneavoastră, la credențialele Dumneavoastră de autentificare pe Platformă; d) Dvs. veți respecta toate prevederile legale naționale aplicabile și reglementările aplicabile utilizării de către Dvs. a Platformei; e) Dvs. nu veți încălca nicioprevedere din legislația aplicabilă, inclusiv, fără limitare, orice reglementare relevantă și aplicabilă privind confidențialitatea și colectarea datelor, în fiecare caz, după cum ar putea fi modificată; f) Dvs. nu veți utiliza Platforma în niciun scop care este sau poate fi considerat ilegal; g) Dvs. nu veți exporta, reexporta sau transfera, direct sau indirect, nicio tehnologie legată de Platformă; h) Dvs. nu veți folosi Platforma în nici un mod care ar putea interfera,perturba, afecta negativ sau împiedica alți utilizatori să se bucure pe deplin de Platformă saucare ar putea deteriora, dezactiva, supraîncărca sau afecta în orice mod funcționareaPlatformei; k) Dvs. will not attempt to circumvent the content filtering techniques or securitymeasures that We use on Our Platform or attempt to access any area of the Platform that You are not authorized to access; l) You. You will not use any robot, spider, crawler, crawler, scraper or other automated means or interface not provided by Us to access the Platform toextract data; m) You will not introduce any malware, virus, Trojan, worm, logic bomb, drop- dead device, backdoor, lock mechanism or other harmful material into the Platform.

Security Breaches. Your authentication credentials are the method used by Us to identify Youand so You must keep them secure at all times. You must notify Us immediately if You learn or suspect that the security of the username or password of the account or accounts You useto log in to the Platform may have been breached. If We receive such notification from Youor We conclude that the security of Your authentication credentials may have been breached,You will not be able to access the Platform until steps are taken to verify Your identity.

Your profile information You represent and agree that the information you provide in yourprofile will be used to identify you for the purposes of communicating with you, to fulfill ourreporting obligations to regulatory or governmental authorities and to conduct any KYC andAML or other checks. To the extent that you choose to make your profile ‘public’ for certainpurposes, this will also be the basis on which other Open Property Members will identify you. You must complete your profile with truthful information, without entering misleadinginformation, and you must update the information in your profile up to date.

Content posted on the Platform. You are solely responsible for any content that you post onthe Platform, including your profile, information about a real estate project in which you wishto sell/buy apartments (including information in the Key Investment Information Sheet-KIIS),information posted in connection with a post-investment process, and any other informationyou post.

You may not post, transmit or share information on the Platform that you do not own or havepermission to display, publish or post. You agree to indemnify and hold harmless OpenProperty Members and Us against any loss, damages or costs arising out of or in connection with any content You post on the Platform.

Interactions with other Open Property Members. Please be aware that you are solelyresponsible for your interactions with other Open Property Members. We reserve the right toremove any post you make that we deem to be abusive, controversial, spam or inappropriate.

By making postings or comments available on the Portal or any other area of the Platform, asapplicable, You represent and warrant that: a) All content that You post/provide belongs toYou or You have the right to publish that information and that You are not violating theprivacy rights, publicity rights, copyright, contract rights or any other rights of any person and are not making any disparaging, defamatory or otherwise criticizing remarks about anyperson or entity. You will be liable for any damages resulting from any infringement of any rights or other violation of the copyrights, trademarks or other proprietary rights of anyperson or entity and for any other damages or losses resulting from any Content you post; b)you will not post personal or security information about yourself. or anyone else, and youmust not attempt to obtain personal or security information about anyone else; c) you will notoffer investment advice, portfolio management services or any other type of service thatrequires a license issued by a regulatory authority; d) you will not post that the Platformendorses or guarantees your content; e) you will not post any content that you post; e) you will not advertise or promote your business or services, or any commercial content other than investment projects; f) you will not post anything abusive, inciting, defamatory, harassing,harassing, insulting, sexually explicit, offensive, racist, rude, hateful, threatening, violent orillegal g) you will not post content that contains unsolicited promotions, commercialmessages or any chain letters or any content to deceive or mislead users of the Platform; h)you will not encourage or induce any third party to engage in any of the activities prohibitedby these Terms and Conditions.

Intellectual property rights

Open Property is the owner of the Platform.

The Platform can at any time include text, graphics, logos, icons, images, sound clips, video clips and data compilations, and together with the layout of the Platform pages, theunderlying code and software.

All intellectual property rights in the text, graphics, logos, icons, images, sound clips, videoclips and data compilations, the look and feel of the Platform pages, software code, together with any other intellectual property rights (hereinafter referred to as “IP”) belong to Open Property, Our affiliates or third parties with whom We have business relationships, and thismeans that they are protected by the Law no. 8/1996 on copyright and related rights, andother relevant legal provisions.

You. may not, without our prior written consent: (a) reproduce, modify, copy, copy, display,distribute, distribute, store or otherwise reuse material on the Platform, unless otherwiseindicated on the Platform, or commercially exploit any IP or materials (including text, video, audio or user interface design) ; b) perform data mining or scraping of the Platform; c)remove any proprietary notices on the IP; d) attempt to disable, circumvent, circumvent,modify or otherwise circumvent any protection system applied or utilized on the Platform.

Use of the Platform does not grant you any rights other than those granted to you under theseTerms and Conditions. Nothing contained on Our Platform or in any communication to Youshall be construed as granting, by implication or otherwise, any license or right to use any of the subject matter of Our IP without Our prior written consent.

If You create a hyperlink to Our Platform, the hyperlink and the context in which it is used may not, without Our prior written consent, imply an endorsement, sponsorship or affiliation with Open Property, its affiliates and may not use any element that is the subject of Our IPother than that contained in the hyperlinked text.

You will not use the Platform URL on any other website or digital platform without Our prior written consent.

You agree not to monitor, use or copy Our website without Our prior consent. Anyunauthorized use or unauthorized reproduction may be subject to prosecution.

Links or references to other websites

The Platform may contain links or references to other websites. Unless expressly stated otherwise, it shall be understood that the other websites are not under the control of OpenProperty or Our affiliates. Any such hyperlinks or references are provided for Yourinformation only. We have no control over third party websites and are not responsible for thecontent, materials or information contained therein.

In addition, even if We include a link to another page on the Platform, other than theproviders listed above, this does not mean that We endorse that web page, the products andservices on that page, or that We in any way recommend that you use it. Your use of a thirdparty website may be governed by the terms and conditions of that website.

No declarations and guarantees

Except for the specific promises we make in the other Platform Documents to which you area party, you acknowledge the following:

We do not guarantee that the Platform will be secure or free from errors or viruses. You areresponsible for your IT configurations, computer programs to access the Platform. Youshould use your own virus protection software.

The content and materials available on the Platform are for informational purposes only and are not intended to meet Your specific requirements, and therefore we make no warranty or representation (express or implied) that the Platform will meet Your requirements.

We do not represent or warrant (express or implied) that the Platform will be of satisfactoryquality, that it will be suitable for any particular personal purpose, that it will be compatiblewith all systems. We do not guarantee any specific results from the use of the Platform.

No part of this Platform is intended to constitute an advisory service, and the content of thisPlatform should not be relied upon by You in making any decision or taking any action ofany kind.

The Platform is provided “as is” and on an “as available” basis. We make no warranties of any kind, express or implied, including but not limited to fitness for a specific personal purpose and non- infringement. We make no warranty that the Platform will be error-free or thataccess to the Platform will be continuous or uninterrupted (from time to time, access may beinterrupted, suspended or restricted as set out below or due to our performing plannedmaintenance activities).

You understand that you download from the Platform or otherwise obtain content or servicesthrough the Platform at your own risk.

We make no representation or warranty that: a). the Platform is free of viruses or errors, itscontent is accurate in its entirety, that it will operate uninterrupted or that defects will becorrected immediately;

b). the services will be available at all times; c). access to Our Platform, any part of the services, Our Terms and Conditions and other information provided by Us on the Platform will be continuous, uninterrupted, timely or error-free.

We have the right, at Our sole discretion, to limit the availability of the Platform to anyperson, geographic area or jurisdiction and/or to prohibit access to and use of the Platform atany time. In doing so, We may suspend or disable Your access to the Platform if We deem it reasonable to do so, including but not limited to if You violate these Terms and Conditions.

We may remove or modify content on the Platform at any time.

Access to the Platform may be interrupted, suspended or restricted in certain circumstances,including, but not limited to: a breach of these Terms and Conditions by You, an error, an unforeseen circumstance, planned maintenance activity, an act of God or force majeure.

We will not be liable for any interruption or unavailability of the Platform resulting fromexternal causes, including, but not limited to, equipment failure, host equipment failure,communications network failure, power outages, natural events, acts of war or legalrestrictions, and censorship.

The content and materials available on the Platform do not constitute any form of investmentadvice or recommendation from Us and are not intended to form the basis for any specificinvestment or other decision. We will not be liable for any loss resulting from any investment based on any information provided on the Platform.

We will not be liable for any direct or indirect, foreseeable or other direct or indirect loss ordamage, including any indirect or special damages arising out of Your use of the Platform or any information contained therein. Use the Platform and its content at your own risk.

Commissions

We may charge fees to project developers who wish to publish their projects on the Platformand/or from investors through the Platform. Fees charged by Us in connection withinvestments may be set out in separate agreements.

Provisions applicable only toinvestors Legal structure of the investment

If you become an Open Property Member you will have the opportunity to invest in projectsavailable on the Platform.

The investment consists in signing the promise to take over a sale-purchase pre-contract inrelation to apartments in certain projects listed on the platform and subsequently taking overthose pre-contracts by you. situation in which you will be in a direct legal relationship withthe developer of the project listed on the Platform, and thereafter the investor and theDeveloper will perform their obligations resulting from the sale-purchase agreement, without any involvement or liability on the part of OpenProperty, We being a third party to the investor and / or Developer from the time ofassignment of the agreement to the investor..

The project developer will sell the apartment to the investor on the terms and conditions setout in the pre-contract, without any liability or involvement on our part.

For the avoidance of any doubt, Open Property’s role is only to facilitate the conclusion of the pre- contract between the investor and the project developer, without Open Property acting atany time as guarantor for the project developer.

Investment process

Investment Campaign. After logging into the Platform you will be able to view the projectsavailable for investment. You will view detailed information about each real estate project, which is the “Key Investment Information Sheet” or “KIIS”. All information displayed on thePlatform related to the project and apartments is provided by the Developer.

No recommendation. Posting an investment campaign on the Platform does not mean that We recommend that You invest in the real estate project related to that campaign, that the projectwill be successful or that We assume any responsibility or that We will be liable in any way ifthe deal/project is not successful. The decision to invest in respect of any investment through the Platform is entirely Yours and You assume all risks in connection therewith.

Investment Campaign Confidentiality. Investment Campaigns are presented on the Platformso that You can access the information and then make investment decisions and for no other purpose. Please be advised that You may not use the information presented on the Platform inany way to compete with or hinder the success/activities of the relevant project, and if Youbreach this clause, We may take action against You in respect of any damage You havecaused to Our reputation, Our business or in any other way.

Investment selection and commitment execution. After reviewing an investment campaign, you can decide to make an investment in the real estate project by clicking on the appropriate button, where you will be asked to provide more information.

The investor expresses his/her interest to participate in the investment campaign at the time ofplacing the investment order, the participation being realized by entering into a promise totake over the pre- contract that Open Property will enter into with the developer of the projectin which you wish to invest. (”Promise”’).

The closing of the Promissory Note will take place only after the Platform informs theinvestor that it can realize the investment, after prior consultation with the Developer.

The investor has a cooling-off period of 24 (twenty-four) hours, during which the investor may revoke the intention to participate in the investment campaign without penalty andwithout the obligation to provide a justification. The request to revoke the offer must be sentto the e-mail address info@openproperty.ro

If the investment campaign does not reach the set target level by the end of the campaign then the campaign is canceled. We have no control over the achievement of the set target level and take no responsibility for failure to achieve the set target level.

Investment Completion. The investment through the Platform shall be deemed to be finalizedon the date on which the Investor has taken delivery of the pre-contract of sale entered into byOpen Property with the Developer for the apartment desired by the Investor and payment of the transfer price. The Promissory Promise shall set out the process and circumstances under which the Investment will be completed and the consequences of such completion or non-completion.

Investment risk warnings

An investment in a real estate project includes the risk of losing all the capital invested.

There is a risk that the investor may not get the expected return or may not be able to sell orrent at the time he wants or may not get the sale price or rent at the value he wants or expects.There is also a risk that the developer may not finalize the project and may not acquireownership of the apartment or there may be delays in handing over the apartment, whichcould lead to financial losses.

Real estate investments are not a guaranteed investment and Open Property recommends that investors invest no more than 10%-15% of their net income in real estate projects underconstruction.

The investor may not be able to sell/rent the apartment when he/she wishes. Even if theInvestor is able to sell/rent it, it may still be subject to losses. Also, the Investor may not be able to assign the pre- contract entered into with the developer when he/she wishes and even if he/she is able to assign/transfer it, the Investor may still be subject to losses as he/she maynot be able to assign it at a price equal to or more than the amount he/she has paid as downpayment.

Given the nature of corporations, there may be limited information – financial, operational orotherwise

– about the Project Developer. There is a risk that: (i) there may be facts or circumstancesrelating to the Project Developer of which the Investor is unaware; and (ii) publicly available information and information on the Platform relating to the Project Developer may prove tobe inaccurate and as a result the Investor may suffer a total or partial loss of its investment.

Open Property does not independently verify information about the Project Developer, exceptfor legal checks, and does not approve any investment starts. Open Property does not recommend direct or indirect investments. Although Open Property evaluates potential real estate projects and potential Project Developers to determine which real estate projects willbe available as potential investments for Platform Members, this evaluation does notconstitute an endorsement or recommendation that the investor invest in any particular real estate project and does not establish an advisory relationship between Open Property and the investor.

Open Property shall not be liable in respect of the Project Developer’s past, present or future performance or non-performance. In particular, Open Property is not responsible for theinformation in the Project Developer’s KIIS (Key Investment Information Information Sheet).

The Investor should consult its own legal, tax, investment and financial advisors regarding thesuitability, appropriateness and timeliness of participating in the investment in a project. OpenProperty does not advise the Investor on the value of its investment and does not provide anyother advisory services to the Investor.

Investments in real estate projects involve significant risks and are suitable only for investorswho are able to assess and bear these risks, who have a limited need for liquidity in theirinvestments and who can afford to lose their investment completely. Investments in realestate projects have a high risk of failure. In return for its investment, the investor may ultimately receive cash in the foreclosure or bankruptcy proceeding of the Project Developer or may receive nothing.

Open Property does not guarantee the future performance or financial results of the ProjectDeveloper. The Investor must therefore bear the economic risk of the investment.

The Investor will receive as often as necessary only information about the real estate project (this information may include progress of work if the real estate project has not yet been handed over, financial statements, most important actions taken communication with the Project Developer, loan default rates as applicable). Investor will not receive ongoinginformation about the value or appraisal of the Real Property, and Investor understands andagrees that any such appraisal information would, in any event, be of limited reliability and use.

The Investor will not have ownership of the real estate until the date on which it enters into asale and purchase agreement with the Developer, but will have a claim against the Project Developer arising from the pre-contract entered into with the Project Developer. Therefore,the Investor will not be able to sell the real estate(s) related to the real estate project in whichit invests until the project is finalized and a sale and purchase agreement is concluded.However, the Investor will be able to assign the pre-contract it will enter into with theDeveloper.

The fundraising, the information in the Project Developer’s KIIS or any other documentsrelated to the Investor’s participation in the fundraising have neither been verified nor approved by Romanian or European authorities.

The Investor’s education and knowledge has not necessarily been assessed before the Investor is granted access to invest through the Platform. By making this investment, regardless of anyentrance knowledge or simulated loss tolerance tests that may be available on the Platform,the Investor assumes a high risk in making this investment, including the risk of partial ortotal loss of the money invested.

Post-investment process (Investors)

Information and rights. Once you have made a Pledge in respect of an investment in aparticular project, the investment will be listed in the ‘Portfolio’ section of the Platform and you will be able to view information about other investments in that project through thePlatform. If the investment is finalized, it will continue to be listed in the “Portfolio” section and you will be able to access information and exercise certain rights through this section.

Transfers. The Investor may transfer its claim arising out of the pre-contract that it will takeover from Us by entering into a contract of assignment (private or notarized deed, as the casemay be, between the Investor and the third party), and Open Property may provide this service of identifying a third party interested in taking over the pre-contract, in which case the entire transaction will be governed by a contract entered into between the Investor and Us.

Taxation Your investments may be taxed. Tax treatment depends on individual circumstancesand may change in the future. For example, you may pay tax on the gains you make on your investments. Payment of taxes is entirely Your responsibility under Romanian law and Wewill not deduct or withhold any taxes for You and will not provide statements or informationto You regarding Your tax status or liability. If you have any questions regarding tax matters,you should consult a tax advisor.

Provisions applicable only to DevelopersEligibility. Only We alone have the right to determine whether or not a company is eligible touse Our Platform as an Open Property Member for any reason or without providing any justification. We are under no obligation to communicate the reason for such a decision toYou.

Investment campaign procedure

Creating an investment campaign. In order to sign up for an investment campaign for a realestate project using the Platform, you will need to fill in the form provided in the relevantsection of the Platform. The investment campaign will remain active for a certain period oftime.

Developer. When you (as the Developer) participate in an investment campaign for a realestate project, you will be the primary contact person regarding the investment campaign and will be required to disclose certain information about you and your business/project as part ofthe investment campaign process.

All details relating to the Developer’s project will be determined contractually between theDeveloper and Us.

Investment procedure. After the start of the investment campaign, Investors will be able toreview the KIIS and make investments. Your rights and obligations in respect of theinvestment procedure will be as set out in the Promise.

Provisions applicable to all Open PropertyMembers Stop

Open Property may terminate any or all of the Platform Documents to which You are a partyand Your access to the Platform by simple notice sent to Your e-mail address with immediate effect, without further judicial or extra-judicial formalities, if You commit a breach of thePlatform Documents or have acted in a manner that shows or may be deemed by Us to showthat You do not intend or are unable to comply with the provisions of any of the PlatformDocuments.

Furthermore, Open Property may terminate any or all of the Platform Documents and Youraccess to the Platform and may cease to provide the Platform services by simple notice sent toYour email address with immediate effect, without further judicial or extrajudicial formality, if the termination is required by law or by the decision of an authority following which OpenProperty ceases to provide its services.

All provisions of this Agreement which by their nature should survive termination shall survive termination, including without limitation any provisions relating to lack of warrantiesand indemnities and any limitations on Our liability.

Any notice from You to Us regarding these Terms and Conditions, Your Open PropertyMembership or Your activities on the Platform will be sent by e-mail toinfo@openproperty.ro, unless these Terms and Conditions or another Platform Document thatYou use sets out alternative means of notice.

Open Property may provide its Members with notifications, by e-mail, post or postings on thePlatform.

Platform Information. In addition to the information presented in each investment campaign, the Platform may contain information about real estate investments or other matters that Webelieve may be relevant or of interest to You. We refer to this information as “Additional Information”. Please be advised that any additional information, including information abouthistorical performance, should not be relied upon as a guarantee or indication of any particular outcome, and the additionalinformation does not represent advice, recommendation or endorsement by Us.

We cannot assure you that the additional information is complete, accurate, up-to-date or error-free and We shall not be liable for any loss, damage or costs if such information is notso. To the extent that any additional information constitutes links to other third party websitesor contact details, We assume no responsibility or liability whatsoever for the availability oraccuracy of such third party websites, contact details or the acts of such third parties.

Platform activity communications. From time to time we may send you emails withinformation about activity on the Platform, including New Investment Campaigns and theprogress of existing ones. Any emails we send to you about activity on the Platform do notconstitute investment advice/consultation or recommendations. We may also periodicallysend You emails about Your membership, investment campaigns, Our activity, these Termsand Conditions or other matters that We believe are reasonably relevant to You. We will doOur best to ensure that these emails are relatively infrequent, but We may send such emails to You at Our discretion.

Requests and Complaints You can contact us:

A complaint may be lodged no later than 1 (one) month from the date on which youdiscovered/identified the potential infringement of your rights or legitimate interests.

You can complain by: – e-mail: info@openproperty.ro.

You will need to submit your complaint using the contact form on the Website or even by e-mail. A contact form is available on the Website.

If the complaint is made by the legal representative of a legal person, it must be accompanied by a document confirming their power of representation.

The complaint will be investigated by Us and a response will be provided within 15 working days of receipt of the complaint. If We are unable to provide a response within the abovetimeframe, We will provide the user with an interim response and the final response will beprovided no later than 35 working days from the date of receipt of the complaint.

If a person is dissatisfied with the response to his/her complaint or has not received anyresponse at all from Us, he/she may apply to the competent courts at Our office.

Conflicts of interest

We make every effort to ensure that Our interests do not conflict with yours. However, as aPlatform Provider, We are not Your representative or agent.

Responsibility

Your Liability to Us. You will be liable to Us for any loss or damage suffered by Us as a result of any breach of these Terms and Conditions or any other agreement You enter into with Us or for any use of the Platform that is fraudulent or constitutes a culpable breach.

Our responsibility to you

We shall not be liable in connection with any error or inaccuracy in the data entered by Youor any other Open Property Member nor in connection with any misstatement or misconductor any other act of any other Open Property Member.

We shall not be liable for any direct or indirect, consequential loss, damages, costs or expenses (including attorneys’ fees), loss or damage, loss of profits, loss of income, loss ofbusiness, loss or waste of management time or other employees’ time, loss of reputation, damage to or loss of value, damage to or corruption of data.

Open Property is not responsible for the consequences of any Open Property Member’sfailure to fulfill its contractual obligations nor for the conduct of any Open Property Memberor for any other effects of any nature whatsoever that may arise from any Open PropertyMember’s investment.

Provisions valid after termination of the contract

If any or all of the Platform Documents terminate for any reason, all legal rights, obligations and liabilities that have accrued over time while the Platform Documents have been in effect or are provided to continue indefinitely shall not be affected by such termination, unlessotherwise provided in the Platform Documents.

Force majeure

Neither party shall be in breach of these Terms and Conditions and shall not be liable andshall have no liability whatsoever for any loss or damage whatsoever arising from any failureor partial performance, interruption or delay in performance of such duties and obligationscaused by acts of God, fire, acts of governments, states, states, governmental, supranational or regulatory authorities, war, civil rebellion, terrorism, failure of any computerized system, power failure, labor disputes of any nature whatsoever or any other reasons (whether or notsimilar to any of the above) beyond the control of the party concerned.

The divestiture

Open Property Member may not assign its rights and/or obligations under these Terms andConditions without the prior written consent of Open Property.

Open Property may assign its rights and/or obligations under these Terms and Conditionswithout the prior consent of the Open Property Member to a similar service provider.

No partnership or agency

These Terms and Conditions shall not be construed to create a partnership or joint venturebetween You and Us.

Non-waiver clause

Even if either You or We (as the case may be) fail to exercise any right or claim any remedy set out in these Terms and Conditions, it does not mean that You or We (as the case may be)have waived that right or remedy.

Divisibility

In the event that any provision of these Terms and Conditions is judicially held to be invalid,illegal or unenforceable, the validity, legality and enforceability of the remaining provisionsof these Terms and Conditions shall not in any way be affected or impaired.

Applicable law and disputes

These Terms and Conditions and the relationship between You and Open Property governed bythem shall be governed by and construed in accordance with the laws of Romania.

Any dispute in connection with these Terms and Conditions shall be subject to the exclusivejurisdiction of the competent courts at the seat of Open Property.