TERMS & CONDITIONS

Tokenization of Stock Certificate Tokens

1. BACKGROUND
   1. SwarmX GmbH (the “Company”), based on the issuance of prospectuses for Stock Certificate Tokens (“Tokens or SCT”) for a specific stock (“Stock”), is offering services to customers (the “Client”). The Company is using blockchain technology involving (i) Implementing the regulatory ruleset for security tokens (ii) creation of smart contracts for Tokens (iii) issuance of Tokens (IV) post issuance management of redemption of the Tokens (the “Transactions”). The Stock shall be deposited with a custodian (“Custodian”) during the term of the tokenization of the Stock until the Tokens are burned. A data trustee (“Data Trustee”) is overseeing the deposit and redemption of the Stock based on the instructions of the Client. The Stock is held by a trustee (“Trustee”) for the holders of the Tokens.
   2. For the purpose of the effectuation of the Transactions, the Company is acting as service provider to the Client and shall provide the services listed in section 3.1 (the "Assignment").
2. Application
   1. All legal relations between the Company and the Client are subject to these terms and conditions. Any general terms and conditions of Clients or third parties shall not apply, even if the Company does not separately object in individual cases. The same shall apply if the Company refers to letters, e-mails, etc., which contain general terms and conditions of business. This does not imply any agreement with these terms and conditions.
3. THE ASSIGNMENT
   1. The Company shall provide technical solution for issuance and management of Tokens details of which are described in Exhibit 1.
   2. The Client notifies the Company about the intention to take part in a Transaction. The Client submits to the Company the information about the type and amount of Stock the Client is interested to transact on. The details of the format and content of the required notification by the Client are listed on the Company's website (“Transaction Guide”). The Client follows the instructions of the Transaction Guide and transfers the Stock to the Custodian into the account of the Trustee.
   3. The process of minting and redemption of the Token is shown in Exhibit 1.
   4. The Parties agree that whoever is holding the Tokens in the future, shall have all claims of the Client under this Agreement (echter Vertrag zugunsten Dritter).
4. REMUNERATION
   1. The fees as further described in Exhibit 2 shall be payable by the Client to the Company in connection with the Assignment (together the "Remuneration").
   2. The Company shall be entitled to the Remuneration irrespective of the amount of capital allocated towards the Tokens.
   3. Payments shall be made in fiat or crypto at the mutually agreed to exchange rate and based on the payment instructions as described in the Transaction Guide.
5. Liability
   1. In the event of a slightly negligent breach of a primary obligation or a secondary obligation, the breach of which jeopardizes the achievement of the purpose of the contract or the fulfillment of which makes the proper execution of the contract possible in the first place and on the observance of which the customer could reasonably rely ("Essential Secondary Obligation")., the Company's liability shall be limited to the damage typical for the contract and foreseeable at the time of conclusion of the contract.
   2. The Company shall only be liable for intent or gross negligence on the part of its legal representatives, executive employees or other vicarious agents, except in the case of a breach of material contractual obligations. In the event of a breach of material contractual obligations, the Company shall be liable for any culpable act of its legal representatives, executive employees or other vicarious agents.
   3. The Company shall not be liable for the slightly negligent violation of secondary obligations that are not Essential Secondary Obligations.
   4. The Company shall not be liable for any damages due to Force Majeure.
   5. The Company shall not be liable for any disruption of the normal level of service that is beyond the Company's control. It shall inform the Customers on the Website if the level of service is interrupted for more than 24 hours.
6. Obligations of the Client
   1. The Client is responsible for the confidentiality and security of its access credentials. This means that the access credentials must be kept secret and must not be passed on. The Client is responsible for ensuring that third parties cannot obtain knowledge of the access credentials and must take the necessary measures to ensure confidentiality, in particular by using a secure password consisting of numbers, letters, and special characters and by changing the password at regular intervals.
   2. The Client is obliged to keep secret all information, documents and the like made available to it by the Company for a period of five years after the time of delivery - insofar as they are not publicly accessible - and to use them only for contractual purposes. The obligation to maintain secrecy shall continue to apply after termination of this contract. It shall expire if the knowledge contained in the aforementioned documents and information has become generally known. The Client shall be obligated to obligate its vicarious agents and assistants accordingly in accordance with this clause.
   3. As part of its duty of care, the Client shall ensure that the Client can be reached at the e-mail address provided by it from the time of registration onwards. Any misuse of the services of the Company, suspicion thereof or loss of the Access Credentials must be reported by the Client to the Company immediately in text form.
   4. Furthermore, the Client is responsible for taking appropriate precautions (on a regular basis and in accordance with the risks involved) to secure the data and contents entered, uploaded and stored in the course of its use of the services of the Company as well as to create its own backup copies in order to ensure the reconstruction of the data and information in case of loss.
   5. If further persons of the Client (e.g. for employees) uses the services of the Company, the Client is responsible for the behavior of these further persons as if the Client or its legal representative had acted itself.
   6. The Client must respond immediately to inquiries by the Company and/or the Partners.
   7. The availability of services of the Company is dependent on internet access. The Client is solely responsible for ensuring that the necessary system requirements are met in order to use the services of the Company. If the Client uses services of third parties (especially scraping software and add-ons), the Client is responsible for ensuring that these do not impair the services of the Company. In this respect, the Company does not guarantee compatibility and is not liable for any damages resulting from the use of such services.
7. Statute of limitations

With the exception of tort claims, the Clients' claims for damages with limited liability shall become statute-barred two years after the beginning of the statutory limitation period. As far as the liability of the Company is excluded or limited, the statute of limitations also applies to the personal liability of its employees, other staff and vicarious agents.

1. TERM AND TERMINATION
   1. Unless otherwise specified, the contract is concluded for an indefinite period of time. The Assignment meanwhile shall automatically terminate when all Tokens have been burned.
   2. Notwithstanding a termination of the Assignment, these Terms & Conditions shall continue to apply.
2. DATA PROTECTION
   1. The Company undertakes to protect Client data at all times by appropriate and state of the art measures and to disclose personal data of the Client only for legal reasons, especially if required for the fulfillment of the Token Delivery Agreement or if the Client has consented thereto.
   2. A technical measure in the sense of clause 9.1 is that the Company transmits data exclusively in encrypted form. Additionally, the Company uses other suitable and secure procedures to enable the Client to retrieve necessary financial information and to transmit requests.
   3. Details on the handling of personal data, data protection, and data security are described in detail in the Company’s privacy policy (“Privacy Policy“). Data is transmitted via a secure and encrypted internet connection. For the regular exchange of data, the Company has concluded an agreement on joint responsibility for data processing in accordance with Art. 26 of the European General Data Protection Regulation (GDPR) with Partners.
   4. For the processing of the Client’s data by Partners, the data protection declaration of the respective Partner shall apply.
   5. If technical or legal conditions change, the Company reserves the right to change the practice described in the Company’s General Terms and Conditions and its Privacy Policy. The Client shall be informed of any changes in due time.
3. OTHER
   1. Should single clauses of the Terms & Conditions be or become invalid, the remaining parts of the Terms & Conditions shall retain their validity without any restrictions.
   2. These Terms & Conditions shall be governed by German law. For all disputes arising from the contractual relationship between the Parties, the Client agrees that the laws of Germany shall apply, excluding the United Nations Convention on Contracts for the International Sale of Goods. The courts of Berlin, Germany have exclusive jurisdiction to settle any dispute arising out of or in connection with these Conditions (including a dispute relating to the existence, validity or termination of these Conditions or any non-contractual obligation arising out of or in connection with these Conditions.

Exhibit 1 ASSET TOKEN CONTRACT – TOKENIZED STOCK

Minting of new Stock Certificate Tokens (“SCT”) for stock (“Stock”)

• Client initiates digitization process:
  • Client deposits Stock with Custodian into the Trustee account
  • Client also sends either a:
    • 'requestMint' to the asset tokenization smart contract (with specifying the requested amount of tokens)
    • ‘requestMintTo’ additionally specifying the address to mint tokens to.
• Data Trustee confirms and mints
  • Data Trustee receives (1) notification of a new 'requestMint' and (2) notification of new Stock in the SX depository
  • Subsequently, Data Trustee confirms with 'approveMint' in the Smart Contract, with the specified number of new tokens (based on new shares in the depository); in this function, new tokens are minted and sent to the address from the 'requestMint' request

Redemption of SCT

The Data Trustee collects/aggregates redemption requests

Holders can send requests to the Data Trustee

Redemption requests are executed regularly (e.g. when there is a critical mass (>€100K), or at fixed times (monthly)). A 'requestRedemption' is sent to the asset tokenization smart contract

Data Trustee executes an instruction to the Trustee to transfer the specified number of SCT from the Trustee account to the Client account

Data Trustee then confirms with 'approveRedemption' within the smart contract, which also references a transaction ID of the off-chain transfer; with this function, the CLT are burned

e.g. liquidate / sell order, convert to Stable Coin and transfer to the Redeemer

3) Safeguard liquidations

SCT Holders can vote to dis-trust the SCT

As soon as the on the webpage specified majority is reached, the contract freezes (transfers disabled) and the administration is handed over to guardian (“Guardian”) via Guardian address

Guardian then is instructed to de-digitize and informs the Data Trustee who then sends instruction to the Trustee to transfer the specified number of Stock from the Trustee account to a Guardian deposit account

Guardian can then determine what to do with the Stock in the Guardian deposit account at the Custodian

e.g. liquidate / sell order, convert to Stable Coin and transfer to any Holder and confirm within smart contract

EXHIBIT 2

The following fees shall be payable by the Client to the Company in connection with the Assignment (together the "Remuneration") based on the following:

Token Issuance Fee: The Issuer will charge fees related to the token issuance based on 100 BPS (0.100%) of the financial value of the issuance. The Issuer will claim these fees in kind from the Underlying. So e.g. if the Issuer tokenizes 1000 X-shares for the Stock-Tokenholder, then the fee is 10 shares, which are transferred to the Issuer, and the Stock-Tokenholder receives 990 Stock Certificate Tokens.

Token Redemption Fee: The Issuer will charge fees related to the token redemption based on 100 BPS (0.100%) of the financial value of the redemption. The Issuer will claim these fees in kind from the Underlying. So e.g. if the Issuer redeems 1000 Stock-Tokens for the X-Tokenholder, then the fee is 10 shares (bonds), which are transferred to the Issuer, and the Stock-Tokenholder receives 990 Underlying.

The Stock-Tokenholder Fee includes all the expenses related to the services offered by service providers of the Products, including administration fees, custodian fees and other fees owed to service providers mentioned in this Base Prospectus or the Final Terms. In addition, Swap Fees and Trading Fees will accrue.