General Terms and Conditions

of Sangreal Living & Estates GmbH for real estate agency, referral, brokerage and consulting services

1. Scope of application

1.1 These General Terms and Conditions („GTC“) apply to all business relationships between Sangreal Living & Estates GmbH (hereinafter „Sangreal“ or „the agent“) and its clients, prospective customers, customers and other recipients of information and services. 1.2 All services are provided exclusively on the basis of these GTC and the relevant statutory provisions, in particular the Austrian Brokerage Act (Maklergesetz, MaklerG), the Real Estate Agents Ordinance (Immobilienmaklerverordnung, IMV) and the trade law provisions, as amended from time to time. 1.3 Deviating terms and conditions of the client shall only apply if they have been expressly acknowledged in writing by Sangreal. 1.4 The mere use of services provided by Sangreal, in particular the receipt of exposés, property information, viewing opportunities, data room access or the disclosure of a business opportunity, shall be deemed acceptance of these GTC.

2. Subject matter of the contract and services

2.1 The activities of Sangreal comprise in particular:

• the referral and/or brokerage of real estate transactions
• the brokerage of purchase, sale, rental and lease agreements
• the brokerage of corporate and shareholding transactions relating to real estate
• advising owners, investors and project developers
• the marketing of real estate projects
• the organisation and support of transaction processes
• off-market and discreet marketing

2.2 Sangreal does not owe any particular economic success, but exclusively an activity in accordance with the Austrian Brokerage Act (Maklergesetz, MaklerG). 2.3 Sangreal is entitled to engage third parties to render its services.

3. Offers and liability for property information

3.1 All offers, exposés, information, plans, area specifications, visualisations, calculations and other details are based on information provided by third parties, in particular by owners, authorities or project developers. 3.2 Sangreal accepts no warranty or liability whatsoever for the accuracy, completeness or currency of this information. 3.3 The client is obliged to have all information independently reviewed from a legal, technical, economic and tax perspective. 3.4 Errors, interim disposal, price changes as well as sale or letting in the meantime are expressly reserved.

4. Commission / agency fee

4.1 The entitlement to commission arises upon the conclusion of a legally effective transaction that is attributable to the meritorious activity of Sangreal. 4.2 The entitlement to commission exists irrespective of:

• whether Sangreal participates in the conclusion of the contract
• when the transaction is concluded
• on what terms the transaction is concluded
• whether the transaction comes about directly or indirectly
• whether, instead of the originally intended transaction, an economically equivalent transaction is concluded

4.3 The entitlement to commission also exists in particular if:

• the transaction is concluded by a person, company or affiliated undertaking closely associated with the client
• the client passes on the opportunity disclosed by Sangreal to third parties
• the transaction comes about after the expiry or termination of the brokerage agreement, provided that the activity of Sangreal was causal for it
• another legal transaction is initially concluded which fulfils the same economic purpose

4.4 The following in particular are also deemed to give rise to a commission:

• share deals
• asset deals
• acquisitions of shareholdings
• forward deals
• joint ventures
• option agreements
• rent-to-own models
• economically comparable transaction structures

4.5 The commission falls due immediately upon signing of the brokered transaction. 4.6 Default interest is charged at 9.2 percentage points above the applicable base interest rate. In addition, the client undertakes to reimburse all reminder, debt collection and legal fees. 4.7 All commissions are subject to statutory value added tax.

5. Prohibition of disclosure / protection of commission entitlement

5.1 All information transmitted by Sangreal, in particular property addresses, owner data, economic information, exposés, data rooms, contacts or business opportunities, is strictly confidential. 5.2 Disclosure to third parties is permitted solely with the prior written consent of Sangreal. 5.3 If the client breaches this prohibition of disclosure and a transaction comes about as a result of the disclosure, the client undertakes to pay the full lost commission to Sangreal. 5.4 The client is also liable for the conduct of third parties informed by them, affiliated companies, advisors, family members or other economically closely associated persons. 5.5 The protection of Sangreal’s commission entitlement remains in force for a period of 24 months from the first disclosure of the business opportunity.

6. Dual agency and close relationships

6.1 Sangreal is entitled to act as a dual agent (Doppelmakler). 6.2 Sangreal is furthermore entitled to have an economic, family, personal or corporate close relationship with contracting parties, provided that this is legally permissible.

7. Off-market transactions / Private Collection

7.1 Offers within the framework of the „Private Collection by Sangreal“ are made exclusively on a discreet and confidential basis. 7.2 Sangreal is entitled to require the conclusion of a separate non-disclosure agreement (NDA), a search mandate or proof of identity before transmitting further information or documents. 7.3 There is no entitlement to access to off-market offers. 7.4 Sangreal is entitled to exclude prospective buyers from the further process at any time without giving reasons.

8. Duties of cooperation of the client

8.1 The client undertakes to disclose completely and truthfully all information relevant to the execution of the mandate. 8.2 The client undertakes to inform Sangreal immediately in writing of:

• direct contacts
• contract negotiations
• letters of intent (LOI)
• offers
• reservations
• conclusions of transactions

in connection with a business opportunity referred by Sangreal. 8.3 If the client culpably fails to provide this cooperation, Sangreal’s entitlement to commission remains unaffected.

9. Liability

9.1 The liability of Sangreal is limited – to the extent legally permissible – to intent and gross negligence. 9.2 Any liability for slight negligence, lost profit, indirect damage, consequential damage or pure financial loss is excluded. 9.3 In particular, Sangreal is not liable for:

• financing options
• tax implications
• eligibility for official approval
• technical characteristics
• area specifications
• yield forecasts
• economic developments

10. Data protection and confidentiality

10.1 The client consents to the storage and processing of personal data within the framework of the business relationship. 10.2 All information about transactions, owners, prospective buyers and economic backgrounds must be treated confidentially.

11. Final provisions

11.1 Amendments or additions to these GTC must be made in writing. 11.2 There are no verbal ancillary agreements. 11.3 Should individual provisions of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected. 11.4 Austrian law applies exclusively, to the exclusion of the conflict-of-law rules of private international law and of the UN Convention on Contracts for the International Sale of Goods. 11.5 The exclusive place of jurisdiction for all disputes is – to the extent legally permissible – Vienna.

Notice pursuant to Section 30b of the Austrian Consumer Protection Act (KSchG) and the Austrian Brokerage Act (Maklergesetz)

Sangreal points out that it may act as a dual agent (Doppelmakler) and that, where the transaction is economically equivalent, an entitlement to commission may likewise exist.