General Terms and Conditions

IHC - Invest in Healthcare GmbH · Last amended: 1 October 2025

These terms apply to consulting services of IHC - Invest in Healthcare GmbH. The legal notice and terms of use apply additionally to the use of the data room itself.

1. Scope of Application

These General Terms and Conditions apply to contracts between IHC - Invest in Healthcare GmbH with registered office in Rudolf-Diesel-Str. 7b, 86899 Landsberg am Lech, Germany (hereinafter referred to as "IHC") and its clients (hereinafter referred to as "Clients") with regard to business consulting services and other assignments (hereinafter referred to in short as "Assignment") unless otherwise expressly agreed in writing.

2. Scope and Execution of the Assignment

The subject matter of the Assignment is the agreed service, not a specific economic or commercial outcome. The Assignment is carried out in accordance with the standards of due professional practice. Specifically, IHC does not assume any management tasks in connection with its services, unless expressly agreed otherwise. IHC is authorized to involve other experts to carry out the Assignment.

The Client acknowledges that IHC cooperates with the entities and companies in a global consulting network to carry out Assignments. The Client therefore agrees that IHC may involve the entities referred to in sentence 2 to carry out the agreed services and to subcontract all or part of the services. IHC's responsibility for the proper performance of the Assignment remains unaffected by any subcontracting.

In performing the agreed services, IHC may use artificial intelligence technologies (hereinafter referred to as "Al"), including machine learning, large language models, and generative Al. The Al technologies used by IHC may be inhouse developments, technologies developed specifically for IHC or otherwise included in software by third-party providers. IHC has a corporate policy that defines guidelines and principles for its employees regarding the responsible and ethically correct development, provision and use of Al technologies. Furthermore, IHC requests its (sub)contractors to use Al in accordance with the existing standards or requirements of IHC, including those concerning confidentiality, data protection and information security.

lf the factual or legal situation changes alter issuing the final professional statement (e.g. final opinion or report), IHC is not obliged to notify the Client of changes or any consequences resulting therefrom.

3. Client's Duty to Cooperate

The Client must ensure that IHC is provided in due time with all the documents and additional information required to carry out the Assignment and that IHC is informed of all facts and circumstances that may be relevant for carrying out the Assignment. The Client shall name suitable persons as points of contact for IHC.

At IHC's request, the Client must confirm the completeness and correctness of the submitted documents and other information and of the provided statements and explanations in a declaration of completeness.

4. Reporting and Oral Statements

The reporting is addressed to the Client as agreed and, where applicable, to any other entitled recipients specified in the engagement letter.

Where IHC is obliged to present findings in connection with the Assignment in writing or in text form (as defined in Section 126b German Civil Code), only such written or text-form presentation is authoritative. Drafts of the statements referred to in sentence 1 are non-binding. Unless otherwise agreed, oral statements or information provided by IHC are only binding if confirmed in writing or text form. Any statements or information provided by IHC outside the scope of the Assignment are non-binding. The precedence of individual contractual agreements pursuant to Section 305b German Civil Code (BGB) remains unaffected thereby.

5. Release of Professional Statements

The release of IHC's professional statements to third parties (including information, consulting services, recommendations or any other content of reports, presentations or other communications made available to the Client while carrying out the Assignment, whether in draft or final form; hereinafter referred to as "Work Results"), or the disclosure to any third party of the fact that IHC is acting for the Client, requires the prior written consent of IHC unless the Client is obliged to make such disclosure or provide such information pursuant to statutory provisions or an official order. Third

parties within the meaning of this restriction do not include those designated in the Assignment as entitled recipients, nor the Client's statutory auditors and other advisers, provided that such auditors and advisers are themselves subject to a professional obligation of secrecy and may not be released from such duty with respect to the Work Results without IHC's consent.

6. Removal of Defects

In the event of any defects in IHC's performance, the statutory provisions apply, whereby claims for damages are governed by the provisions in Section 9.

Any claims to the removal of defects must be asserted by the Client in text form without delay. Claims for defects pursuant to (1) that are not based on intentional conduct - with the exception of claims for damages, which are again governed by Section 9 - become time-barred alter one year from the commencement of the statutory period of limitation.

Obvious inaccuracies, such as typographical mistakes, calculation errors and formal defects in a professional statement by IHC (such as a report, opinion, or the like) may be corrected by IHC at any time, also in relation to third parties. lnaccuracies that could place doubt on the findings included in the professional statement of IHC authorize the latter to rectify or correct such statement, also in relation to third parties. In the aforementioned cases, IHC will, where reasonably possible, consult the Client beforehand.

7. Secrecy Obligation towards Third Parties

IHC is obliged by law to maintain secrecy regarding all and any facts and circumstances entrusted to IHC or of which IHC becomes aware in the course of the Assignment unless the Client releases IHC from this secrecy obligation. The obligation of secrecy pursuant to sentence 1 does not apply where IHC is obliged by law or an official order to disclose or provide information or where the disclosure is made to a person who is themselves subject to a professional obligation of secrecy. In the latter case, IHC will, as provided by law, not release the person bound by a professional secrecy obligation from such obligation.

8. Data Protection

IHC processes personal data in connection with the Assignment and this contract. The processing of such data is subject to the data privacy policy of IHC.

Where personal data is transmitted to IHC and further processed by IHC under this contract, the Client shall ensure that the transmission of personal data to IHC complies with applicable law and that, to the extent required under data protection laws, the data subjects have been duly informed and all necessary consents have been validly obtained and documented.

9. Liability

The liability of IHC is governed by the provisions agreed in each individual Assignment.

Where the provisions of the individual Assignment limit the amount of IHC's liability and where IHC is engaged jointly by several Clients, the maximum liability limit applies to the total of all claims of all Clients, regardless of whether such claims are asserted individually or collectively as joint obliges. Where IHC is engaged jointly by several Clients, IHC is thus only liable for damage up to the agreed maximum liability limit and is entitled towards each Client to raise the defense that compensation has already been provided in the amount of the maximum liability limit.

Where the provisions of the individual Assignment do not limit the amount of IHC's liability, the following applies to damage caused by IHC through negligent breach of obligation: any liability on the part of IHC is excluded unless it is based on a breach of material contractual obligations. A material contractual obligation is an obligation, the fulfilment of which is indispensable to the proper performance of the contract, and upon which the Client relies and may reasonably be expected to rely. The liability is limited to damage that IHC could foresee as a possible consequence of a contractual breach at the time the contract was entered into or which IHC should have foreseen when exercising the due care customary in business dealings. lndirect and consequential damage resulting from defects in IHC's performance is only recoverable to the extent that such damage can be typically expected if the services of IHC are used as intended. The exclusions and limitations of liability pursuant to this paragraph (3) apply to

the same extent to all company bodies, legal representatives, employees or other vicarious agents of IHC. The exclusions and limitations of liability pursuant to this paragraph (3) also apply towards third parties to the extent that IHC is, in exceptional cases, liable towards such third parties (see Section 10). The exclusions and limitations of liability pursuant to this paragraph

(3) do not apply to damage resulting from injuries to life, limb or health or claims under the German Product Liability Act (ProdHaftG) or where a defect was fraudulently concealed or a guarantee given. The period of limitation for claims for damages is governed by paragraph (4).

The ordinary statutory period of limitation applies to the Client's claims for damages resulting from injuries to life, limb or health or liability for gross negligence or intent. The period of limitation for any other claims by the Client is one year.

10. Exclusion of Liability towards Third Parties, lndemnification

The results of IHC's performance are intended solely for the Client and not for any third party who is not, or does not become, a contracting party of IHC, in particular not for the Client's managing directors, board members, supervisory board members, shareholders, stockholders or associated companies.

An Assignment does not give rise to any obligation on the part of IHC towards such third parties unless otherwise expressly agreed in an individual Assignment. Such an exceptional obligation does not arise solely from the fact that third parties become aware of the Work Results created by IHC and/or base their decisions on such Work Results, regardless of whether such knowledge was provided by IHC or by others, and irrespective of whether IHC was aware of the third parties' knowledge or use of the Work Results and/or consented thereto.

Where Work Results are disclosed to third parties, the Client is obliged to inform such third parties that IHC has assumed no obligation to indemnify them if they use the Work Results, in particular, if they base their decisions on such Work Results; the Client is further obliged to inform such third parties of any maximum liability limit agreed with IHC. lf IHC is held liable towards a third party, the Client is obliged to indemnify IHC against such liability if and to the extent that such liability is based on the Client's culpable breach of the aforementioned duty to inform them accordingly.

lf IHC becomes liable to indemnify a third party, any maximum liability limit agreed with the Client and Section 9 paragraphs (2) and (3) of these General Terms and Conditions of Assignment apply accordingly.

11. Rights of Use

Notwithstanding the delivery of the Work Results, the intellectual property rights to the know-how (including any improvements developed or knowledge acquired in the course of preparing the Work Results) and to all working papers compiled in the course of the services (with the exception of Client information contained therein) remains with IHC.

12. Electronic Communication

The communication between IHC and the Client can also be carried out by exchanging or transmitting information through electronic media. Where the Client does not wish the communication tube carried out by means of electronic media or defines special security requirements, such as email encryption, the Client will inform IHC accordingly in text form.

13. Remuneration

The Client's obligation to pay remuneration includes payment of the fee agreed in the engagement letter as well as certain expenses for services rendered, in accordance with the service description set out in the respective engagement letter. The Client is obliged to reimburse other expenses only in accordance with Section 670 German Civil Code (BGB). The agreed remuneration is net of any taxes or similar expenses or duties, charges or levies incurred in connection with the services, all of which are borne by the Client, except for general income taxes.

IHC may request reasonable advance payments towards the remuneration and reimbursement of expenses and may make the delivery of the Work Results conditional on the full satisfaction of such claims. Unless otherwise agreed in the service description in the respective engagement letter, the remuneration is due immediately upon receipt of the invoice.

14. Term and Termination

The Assignment ends upon completion of the services agreed in the respective engagement letter. Each contracting party is entitled to prematurely terminate the Assignment or a specific service in writing with a notice period of 30 days.

Furthermore, IHC is entitled to terminate the Assignment or a specific service without notice if, for reasonable considerations, IHC concludes that the services can no longer be rendered in compliance with applicable law or professional duties. Sections 626 and 627 German Civil Code (BGB) remain unaffected.

The Client is obliged to remunerate IHC for any services already commenced or completed and to reimburse IHC for any expenses already incurred by IHC up until the date the Assignment is terminated.

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