Agreement Success Fee Dealsuite

1. Dealsuite B.V., a private limited liability company, established at Science Park 106 in (1098XG) Amsterdam, legally represented by F. T. H. F. Plettenberg ("Dealsuite")
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2. Customer, a private company with limited liability, Customer representative ("Customer")


Dealsuite and Customer are also hereinafter individually referred to as "Party" and jointly as "Parties"
Considerations of “Parties”
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1. Dealsuite operates a platform dedicated to bringing together various parties involved in buying, selling, or investing in companies (entrepreneurs, investors, strategic buyers, and advisers)
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2. Customer is or becomes a customer of Dealsuite on the basis of an agreement and thereby obtains access to the platform (the "Main Agreement"), and has the ability to reply to and distribute buy- and sell-side opportunities
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3. The parties have agreed that Client owes Dealsuite (in addition to any fees for access to the platform and other services) a success fee under the terms of this Agreement Success Fee

Agreements

1. This Success Fee Agreement forms an inseparable part of the Main Agreement. The Main Agreement and this Agreement are subject to Dealsuite’s applicable general terms and conditions ("General Terms and Conditions"). Client acknowledges having received a copy of the General Terms and Conditions. Definitions used in this Addendum shall have the same meaning as definitions in the General Conditions, unless a different definition is given in this Addendum.

2. The "Success Fee" is a fee payable by the Client to Dealsuite when a transaction is effected in relation to a company (or part thereof) offered on or through the Platform ("Company"), and the buyer or seller and Client came into contact with each other directly or indirectly through the Platform in that transaction. A "transaction" means the sale of (a part of) the Company by way of a transfer of shares, assets and/or liabilities, share swap, merger or otherwise. The Success Fee is due if the sales process leading to the transaction starts during the period in which the company is offered on the Platform or in a period of 12 months thereafter.
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3. The Success Fee in this Addendum applies to any Business (or part thereof) offered on or through the Platform (“Company”) which is sold or acquired by Customer.

4. This Agreement is entered into on the date of signature of the Main Agreement and ends by operation of law as soon as the Main Agreement ends. Interim cancellation or termination by Customer is not possible. Provisions in the Main Agreement, this Success Fee Agreement or the General Terms and Conditions that continue after the end of the Main Agreement or this Success Fee Agreement remain in force.

5. The Success Fee is 0.5% of the transaction value of the Company that is the object of the transaction, with a minimum of EUR 5.000,- and a maximum of EUR 50.000,-. The transaction value is the amount agreed between buyer and Customer as consideration for acquisition of (part of) the Company. To the extent part of the transaction value is variable (e.g. an earn-out consideration), 50% of the maximum variable consideration is assumed. The Success Fee is due in Euro and is exclusive of VAT. To the extent that the transaction value is agreed in foreign currency, the exchange rate on the date of transfer (passing of deed at the notary or transfer of assets/liabilities) will apply.

6. Client is obliged to provide Dealsuite, of its own accord, within 7 days after signing a transaction agreement, with all information that Dealsuite needs to establish, in connection with the indebtedness of the remuneration, the content of the agreement with respect to the Company. In this context Dealsuite has in any case the right to take cognisance of the amount of the transaction sum (selling price) and the identity of the other party with whom Client has concluded an agreement with respect to the Company. This information is and will remain strictly confidential and will only be used to determine the Success Fee.

7. Violation of the reporting injunction in article 6 obliges Client to pay a fine of EUR 20.000,-. This fine is without prejudice to Dealsuite’s right to claim full compensation for the damage suffered in connection with Seller's violation of the reporting injunction.

8. The Success Fee is payable on the entire transaction value even if the Customer is not the sole seller or buyer of the Company. The full Success Fee is further payable by the Customer if the Customer is indirectly involved in the transaction relating to the Company (e.g. through a newly established holding company).

9. The Success Fee is due at the time the Company (or the first part thereof) is transferred (via a deed at the notary or transition of assets/liabilities). The Client shall pay the Success Fee within the term on the invoice by which Dealsuite charges the Success Fee. In the absence of a payment term on the invoice, a payment term of 14 calendar days applies.

10. The Success Fee remains payable and will not be adjusted if the transaction value is subsequently adjusted or expires (e.g. due to warranty claims, lower earnout fees, dissolution or annulment of the purchase agreement).
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11. This Agreement is agreed to digitally together with the Main Agreement. The fully signed digital copy of the Main Agreement shall count as the original.