NL

Deed allocation of depositary receipts for shares


Stichting Administratiekantoor RevenYOU


The independently authorized director of Stichting Administratiekantoor REVENYOU, which foundation has been established today and is registered in the trade register, Stichting Administratiekantoor RevenYOU, KvK 72190493 Ir. Lelyweg 44 2031CD Haarlem

hereinafter referred to as the Foundation;

The investor

hereinafter referred to as the acquirer.

The Foundation and the acquirer agree the following:

Chapter I.

Definitions.

In this private deed, the following definitions apply:

- Shares: the shares issued for the benefit of the Transferee to the Foundation in the capital of the Company;
- Administration conditions: the conditions of the Foundation for the administration and holding of shares, against the granting of Certificates, established by a deed on 11-7-2018 in the past for mr GEA Kienhuis notary in Haarlem; the general meeting of the Company
- Certificate: a right granted by the Foundation corresponding to a share, the content of which is laid down in the Administration Conditions, - Certificate holder: a holder of one or more Certificates,
- In writing: by letter, fax or e-mail, or with a message that is transmitted via another common means of communication and can be received electronically or in writing, provided that the identity of the sender can be established with sufficient certainty,
- Foundation: Stichting Administratiekantoor REVENYOU and is therefore registered in the trade register at the Chamber of Commerce under files ummer KvK 72190493
- Company: the private limited liability company CMS HOLDING BV, having its registered office in Alblasserdam, having its registered office in 2031 CD Haarlem, Ir. Lelyweg 44, registered in the trade register at the Chamber of Commerce under file number 71013253.
- Meeting rights: the right to attend the General Meeting in person or by Written proxy, as referred to in article 2: 227 paragraph 1 Dutch Civil Code;



Defined terms can be used singular or plural without losing the meaning of the content.

Considerations.

(a) the object of the Foundation is, among other things, to acquire and hold shares in the capital of the Company in its own name, against the granting of Certificates for the account of the Certificate Holder (s);
(b) the Foundation is the holder of the Shares
(c) The Company in a first investment round of investors, including the Purchaser (s), found to be willing to invest in the Company against the issue of depositary receipts for shares in the capital of the Company for a purchase price per share.
(d). To obtain Certificates, the Transferee pays the amount to be deposited into the ING account: NL12INGB0009092390 In the name of CMS Holding BV, stating "Deposit on depository receipts for RevenYOU shares"
(e). Pursuant to the Placement Agreement, the Company has issued shares to the Foundation, which will grant the depositary receipts for shares by private deed.

ChapterII.

The Foundation and the acquirer agree as follows:


Awarding Certificates.

  1. The Foundation allocates X number of Certificates to the Transferee, with the same nominal amount and with the same numbers as the Shares, and the Transferee thereby accepts the Certificates from the Foundation.
  2. The Foundation will make a note of the issue of the Certificates in the register of Certificate Holders.


Administration conditions; legal relationship.

  1. The legal relationship between the Purchaser and the Foundation is governed by the Administration Conditions, the articles of association of the Foundation and the law.

      2. The Purchaser declares to be familiar with the content of the Administration Terms and Conditions and to accept all obligations arising therefrom            for the Purchaser and yet to ensue.

Chapter III.

General provisions.


Article 1.

Expenses.

The costs for making this Agreement and its implementation will be borne by the Company.

Article 2.

Dissolution.

       1. All resolutive conditions that have been agreed upon that relate to the award have now been worked out and will be canceled in this agreement.

       2. Neither the Purchaser nor the Foundation can therefore invoke a resolutive condition regarding the granting of the Certificates.

       3. The Foundation and the Transferee waive the right to demand dissolution of the legal acts underlying the granting of the Certificates for            whatever reason.

Article 3.

Financial Supervision Act.

Pursuant to the provisions of Article 5: 3 of the Financial Supervision Act, the prohibition of Article 5: 2 of the Financial Supervision Act does not apply to the award of Certificates established in this deed.


Article 4.

No Meeting Rights. Legal lien.

  1. The articles of association of the Company stipulate that no Meeting Rights are attached to the Certificates.
  2. There is no statutory right of pledge as referred to in Article 3: 259, paragraph 2 of the Dutch Civil Code, because the Articles of Association do not have Meeting Rights attached to the Certificates.