1. Alliance Business Counsels B.V. (“Alliance”) is a private company with limited liability, incorporated under the laws of the
Netherlands, having its registered office in Amsterdam, Aambeeldstraat 20, 1021 KB and registered in the trade register
under number 99431599. In these general terms and conditions, "client" is the person or entity that issues an assignment
to Alliance.

2. All instructions given by the principal shall be deemed to have been given exclusively to Alliance, even if an instruction was
given expressly or tacitly with a view to execution by a specific person. The effect of Sections 7:404, 7:407(2) and 7:409 of
the Dutch Civil Code is hereby excluded.

3. These general terms and conditions apply to every quotation and assignment accepted by Alliance, including any
supplementary assignments and follow-up assignments. These general terms and conditions have been drawn up in Dutch
and English. In the event of a dispute about the contents or purport of these general terms and conditions, the Dutch text
will be binding.

4. Alliance shall only be liable for direct damage suffered by the principal if such damage is the result of intent or gross
negligence on the part of Alliance. If in the execution of an assignment of the principal an event occurs that leads to
liability, such liability will be limited to the amount paid out in the relevant case under the professional liability insurance
taken out by Alliance. If, for whatever reason, no payment is made under the said insurance, Alliance’s liability will be
limited to direct damage suffered by the principal and to no more than half of the fee charged to the principal for the
specific work carried out under the Assignment from which the liability arises and that was actually received by Alliance
over the period of the last 6 months preceding the moment of receipt by Alliance of the liability claim. Alliance can never
be held liable for indirect damage, consequential damage and/or lost profits of the Principal. All rights regarding
compensation claims and other rights of the principal towards Alliance expire 12 months after the date the principal
became aware or would have become aware of these rights.

5. Client shall indemnify Alliance, its employee, associates, contractors and directors, against all (legal) claims or actions that
third parties may have or institute against Alliance at any time, arising from the work or services performed or to be
performed by Alliance for Client. Customer will compensate the damage suffered by Alliance in that respect and reimburse
the costs and expenses reasonably incurred by Alliance in connection with such claim, entitlement or action. This provision
does not apply in case of intent or gross negligence on the part of Alliance.

6. Alliance shall exercise due care when engaging third parties and shall consult with the principal in this regard in advance to
the extent possible. Alliance is not liable for shortcomings of third parties where they are contracted directly by the
principal.

7. Client will engage the professionals connected by Alliance to an assignment only through Liance and will never approach
such persons directly for a (follow-up) assignment or employment, under penalty of a fine in the amount of 25% of the
annual salary or annual turnover of such professional within Alliance relations for the twelve months preceding.

8. The clauses in these terms and conditions are not only made for the benefit of Alliance, but also for the benefit of all
persons working for or on behalf of Alliance and all third parties engaged by Alliance in the execution of any order.

9. For the performance of the work to be carried out, the principal shall owe Alliance a payment to be agreed upon plus VAT.

10. Hours worked, additional costs, any third-party notes, expenses and the like will be invoiced to the client on a monthly
basis, unless otherwise agreed.

11. Alliance reserves the right to increase the hourly rates at any time during the assignment if and to the extent that this
becomes necessary due to materially increased costs. However, an annual price indexation will be implemented as of 1
January each year, the amount of which will be communicated to the principal each year.

12. Client shall reimburse Alliance for any expenses incurred in the execution of the order. This includes travel and
accommodation expenses to be incurred by Alliance.

13. Alliance shall be entitled to suspend the assignment with immediate effect if the client is in default of any obligation arising
for it under the agreement.

14. Client shall pay an invoice submitted by Alliance each time within 14 days from the invoice date (being the date specified
on the invoice), without any deduction, discount or set-off, by transferring the amount due to the bank account specified
in the invoice. If payment is not made within the stipulated period after a first proper reminder, the principal shall be in
default by operation of law and Alliance shall be entitled to compensation of fifteen percent (15%) interest per annum
from the due date until the date the amount due is paid in full with a minimum of EUR 150. All judicial and extrajudicial
costs reasonably incurred by Alliance as a result of non-performance by the principal shall also be borne by the principal.
Payments made by the principal always serve in the first place to settle all interest and costs due and in the second place

to settle due and payable invoices that have been outstanding the longest, even if the principal states that the payment
relates to a later invoice.

15. If the principal disputes the substantive correctness of an invoice or part of an invoice, it shall notify Alliance thereof in
writing within five (5) working days after the invoice date, stating reasons. After the expiry of this period, the principal can
no longer appeal. If the principal disputes a part of the invoice, he shall be obliged to pay the part that is not disputed
immediately.

16. Alliance shall, both during and after termination of this assignment, observe strict confidentiality with respect to all
relevant data regarding the assignment and the business of the principal (and their affiliates, if any), on the understanding
that the name and logo of the principal may be used with a brief description of Alliance’s services in general terms for
marketing purposes. The duty of confidentiality does not apply if the information referred to: (i) was already published or
became generally known in any other way at the time of receipt, (ii) was published or became generally known in any
other way after the time of receipt, other than by an act or omission of the receiving party or Alliance, (iii) was developed
by the receiving party independently of any relationship with the principal or Alliance, (iv) was disclosed after receiving
permission to do so from the principal or (v) had to be disclosed under a statutory provision or by order of a judicial
authority.

17. Alliance reserves all intellectual property rights. All documents provided by Alliance, such as reports, advice, concepts,
contracts and memos, are exclusively intended to be used by the principal and may not be reproduced, disclosed, or
disclosed to third parties by him without Alliance’s prior written consent. Alliance has the right to use the knowledge
gained by the execution of the work for other purposes, as long as no confidential information is brought to the knowledge
of third parties.

18. The principal is expressly forbidden to reproduce, disclose or exploit the products made available by Alliance in the context
of the order, with or without the involvement of third parties, unless these products are expressly intended for
reproduction and/or disclosure. Disclosure can only be made after obtaining permission from Alliance. Alliance has the
right to use documents for its own use. In case of interim termination of the assignment, the foregoing shall apply mutatis
mutandis.

19. Client warrants that no rights of third parties oppose the provision to Alliance of documents or other materials for the
purpose of the assignment and indemnifies Alliance, its employee, associates, contractors and directors, against any action
based on the allegation that such provision, use or adaptation infringes any right of third parties.

20. If and to the extent that any provision of the Engagement cannot be invoked on the grounds of reasonableness and
fairness or its unreasonably onerous nature, the provision in question shall in any event be accorded a meaning
corresponding as closely as possible to its content and purport so that it can be invoked.

21. The provisions of the Engagement, which are expressly or tacitly intended to remain in force after termination of the
Engagement, shall thereafter remain in force and continue to bind both Parties.

22. The legal relationship between Alliance and its principal is governed by Dutch law. Any disputes will be submitted
exclusively to the competent court in Amsterdam.

January 2026