General Terms and Conditions

4.1 General contracting conditions for Issuers

Issuers are legal entities that have issued or plan to issue tokenized financial instruments and, in connection therewith, may be Users of the Website.

These Issuers may receive registration and record-keeping services (ERIR), placement and/or future trading services for their tokenized financial instruments, for which they must be previously admitted by TC AV.

4.1.1 Admission application

Issuers must submit the following information to TC AV:

a. Identification documentation

• National identity document or passport of the legal representative and proof of their authority.
• Notarial deed duly registered with the Commercial Registry containing the updated articles of association.
• Company registration certificate dated less than 3 months ago.
• Public deed, or equivalent document, identifying beneficial owners.
• Any other documentation requested by TC AV for due diligence purposes in relation to AML/CFT.

b. Financial information

The Issuer must provide the individual annual accounts for the last two financial years (or the shorter period of activity of the Issuer), together with the corresponding audit report for each year. The annual accounts must be prepared in accordance with IFRS (International Financial Reporting Standards) or US GAAP (United States Generally Accepted Accounting Principles), depending on the nationality of the Issuer, and with the content required under the Issuer's own regulatory regime. Consolidated accounts must also be provided where required under that regime.

The audit report must express an unqualified opinion. In cases of qualified audit opinions, the Issuer must report on the remediation plans and timelines to address the factors that led to the inclusion of qualifications in the auditor's opinion, and must make those remediation plans or measures adopted public, by issuing a notice of "Other Relevant Information" or "Inside Information" (as applicable), or otherwise specify the reasons why no plans or measures have been adopted. Issuers whose audit report expresses an adverse or disclaimer of opinion will not be admitted.

In the case of Issuers that, at the time of applying for admission, have not existed for two years, the following cases are contemplated:

• Where the Issuer is a SPAC (Special Purpose Acquisition Company), in which case audited financial statements of the company that controls the SPAC will be requested, as described above.
• Where the Issuer is a recently incorporated company, in which case a financial and economic business plan validated by an auditor or consultant of recognized standing will be requested. Such plan shall contain, at a minimum, forecasts or estimates for the current and following financial year including, at a minimum, numerical information, in a format comparable to periodic financial information, on revenues or sales, costs, general expenses, financial expenses, depreciation and profit before tax. The Board of Directors must approve these forecasts or estimates and notify TC AV accordingly, including detailed information on any votes against.

In any event, the Issuer must provide a certificate, duly signed by its legal representative, declaring that the Issuer exists and is not dissolved or liquidated or in the process of dissolution or liquidation.

c. Organizational structure

The Issuer must have an organizational structure that enables it to comply with the obligations set out in these General Terms and Conditions. In particular, it must clearly identify the natural persons who may act on its behalf, with appropriate evidence of their authority.

The Issuer must have adequate internal procedures and mechanisms to ensure that information published on the Website is accurate and consistent with the information published on its own website.

d. Information relating to the financial instruments

The Issuer must provide the following information relating to the financial instruments:

• Prospectus registered with the National Securities Market Commission (CNMV), except in those cases where it is not required, in which case the Admission Document validated by an Investment Services Company may be provided instead.

e. Other information

TC AV may additionally request other documents or information where it is necessary to verify the suitability of the Issuer and/or the financial instruments.

4.1.2 Admission decision

TC AV will carry out its review within a maximum of 15 days from the date of submission of the information. If TC AV considers that the documentation or information provided is insufficient to form a judgment or does not meet the admission criteria, it will notify the Issuer, setting a deadline for the submission of what is requested. The Operations and Finance Department will adopt a final decision within 15 days of the Issuer having provided all the required information. TC AV may reject the Issuer's application if, following its analysis of legal, financial or operational risks, it concludes that the Issuer cannot meet the required conditions, does not have sufficient financial resources to meet its contractual obligations, or if granting access would require TC AV to make significant changes to its operations affecting its risk management procedures, or could endanger other Users of the Website or put TC AV's reputation at risk.

4.1.3 Maintaining Issuer status

The Issuer must, at all times, monitor and comply with these General Terms and Conditions. These include, among others and by way of non-exhaustive example, providing the information required to comply with transparency obligations.

Likewise, the Issuer must maintain ongoing compliance with the conditions or requirements for its admission.

Failure by the Issuer to comply with its obligations shall give rise to disciplinary measures by TC AV which may result, where applicable, in the suspension of the Services, as well as exclusion as a User of the Website.

4.1.4 Fees for Issuers

The fees applicable for the various Services to Issuers are as follows:

• Validation of the issuance document (ESI): €3,000
• Admission to primary market: €3,000.
• Placement: between 0.1% and 2.3%, depending on the volume issued and placed.
• Custody and administration on behalf of clients of tokenized financial instruments (E.R.I.R): 0.2% of the volume issued, with a minimum of €3,000/year and a maximum of €25,000/year, plus a fee of €50 per registered corporate event.
• Other advisory services to companies: please enquire

Taxes and third-party costs, where applicable, are not included.

4.1.5 Other warranties and obligations of Issuers

The Issuer guarantees to TC AV that it is solely responsible for the content it uploads to the Website, including, without limitation, videos, photographs, texts, trademarks, logos, trade names, articles, personal data, etc. (hereinafter, the Content). The Issuer holds the permission and authorizations for all Intellectual and Industrial Property rights over the Content, as well as the authorization of the holders of personal data and/or images that may be included in such Content.

Likewise, the Issuer expressly guarantees that all Content it uses or provides does not infringe the exclusive rights of third parties of any nature, nor does it infringe the rights to honor, privacy or the personal image of individuals or third parties. Accordingly, the Issuer declares and guarantees that it is solely responsible, with full indemnity to TC AV, for any claim (judicial or extrajudicial) that arises or may arise from the use of such Content.

The Issuer grants an authorization and assignment of all rights to the Content, including Intellectual Property, Industrial Property and Image rights, so that TC AV may publish and promote it.

4.2 General contracting conditions for Members

Members are Users interested in investing in the financial instruments admitted by TC AV, whether on their own account or on behalf of third parties. To do so, they must follow the process set out below:

1. Become authorized to operate on the Website.
2. Receive and carefully store the passwords provided by TC AV to operate the Wallet that will hold their financial instruments.
3. Explore and invest in the available financial instruments.
4. Exercise the rights and assume the obligations arising from ownership of the financial instruments.

4.2.1 Becoming authorized to operate on the Website

The process will include:

• Full identification of the applicant and verification of the legal requirements in relation to the prevention of money laundering and terrorist financing.
• Classification based on their profile, and, depending on this classification, provision of the relevant documentation and completion of a questionnaire to determine whether the Member has the experience and knowledge necessary to understand the risks involved in operating with the financial instruments offered on the Website.
• If the Member lacks the required experience and knowledge or does not provide the documentation, the Member will be warned that the service is not appropriate for them or that it has not been possible to assess its suitability, and must explicitly declare that they have received and understood the warning.
• Additional provision, depending on the type of Member, of various documentation relating to reputation, organization, etc., and a responsible declaration as to the accuracy of the information provided.

4.2.2 Receiving and storing passwords to operate the Wallet

Once the process is completed and the User is admitted as a Member, TC AV will activate a Wallet for them in which the Member's holdings of financial instruments will be recorded.

TC AV will provide the Member with the passwords that will enable them to operate the Wallet. The Member shall be responsible for the proper storage and use of such passwords.

4.2.3 Exploring and investing in available financial instruments

Members may view and filter the range of financial instruments available, together with relevant information about them, from the moment of registration on the Website.

However, in order to begin investing in financial instruments, they must become authorized in accordance with the processes described in the preceding sections.

To invest in financial instruments, the Member must enter the corresponding investment order and complete the steps indicated in each case to formalize the transaction.

4.2.4 Exercising the rights and assuming the obligations arising from ownership of the financial instruments

Ownership of the financial instruments will entitle the Member to receive payments of any amounts to which they may be entitled depending on the nature and characteristics of the instruments (dividends, interest payments, principal repayments, etc.).

In addition to the administration of economic corporate events, TC AV, in the performance of its function as ERIR (entity responsible for the registration and recording of admitted financial instruments), will manage the various legal acts and transactions that must be carried out in accordance with the law in respect of such financial instruments (attachments and other encumbrances, forced transfers, etc.).

Additionally, it will guarantee the holder access to information about their financial instruments and transactions carried out, will issue legitimation certificates evidencing the various rights over them, and will restore them to their holder in the event of theft or loss of public or private keys, among other functions within its competence.

4.2.5 Suspension and loss of Member status

Failure to comply with the obligations set out in these General Terms and Conditions will result in disciplinary measures including, where applicable, the suspension or loss of Member status and exclusion as a User of the Website.

In addition to voluntary resignation, grounds for loss of Member status also include ceasing to meet the requirements for obtaining such status, the commencement of insolvency proceedings, intervention of the Member, or other events of a similar nature.

4.2.6 Fees for Members

The fees applicable for the various Services to Members are as follows:

• Direct investment in primary market issuances: no charge
• Reception and transmission of orders: €5 + 0.25% of the volume transacted.
• Custody and administration on behalf of clients of tokenized financial instruments (E.R.I.R): a fee of €10 per ownership certificate requested.

Taxes and third-party costs, where applicable, are not included.

4.2.7 Warnings

The Member understands and accepts that the parties responsible for ensuring that all information published about Issuers and financial instruments is true, accurate and complete, and that it is duly updated, are the respective Issuers and not TC AV.

4.3 Common conditions applicable to all Clients

4.3.1 TC AV liability and warranties

TC AV shall have no contractual or non-contractual liability to any User, or to their governing bodies, employees, collaborators and representatives, for any damage, loss, cost or expense of any nature suffered or incurred by them or any other person connected to them as a result of their participation on the Website.

TC AV makes available to Users and third parties a system for the submission and resolution of complaints or claims by Users of the Website. For this purpose, complaints or claims must be submitted electronically, provided that the medium allows for the reading, printing and storage of the documents supporting the complaint or claim, by sending them to the following email address: claims@token-city.com. For further information, Users may consult TC AV's Complaints and Claims System.

4.3.2 Investment Guarantee Fund

TC AV is a member of the FOGAIN, Investment Guarantee Fund. If additional information is required, the User may consult the website at the following address: www.fogain.es

4.3.3 Intellectual and Industrial Property Rights

By accepting these General Terms and Conditions, the User acknowledges that the intellectual and industrial property rights and any other rights of a similar nature over the domain, trademark or trade name, software, design of the Website, information and data, and any other rights that TC AV makes available to the User for the provision of the services, shall be the exclusive property of TC AV. Acceptance of these General Terms and Conditions and access to the Website shall not constitute any assignment of such rights. The User also undertakes not to carry out reverse engineering, reproduce, transform, publicly communicate, decompile or disassemble the source code of the software, and not to make any use of the Website and the corresponding web pages that could infringe any intellectual or industrial property right of TC AV.