DLT BOND SUBSCRIPTION AGREEMENT

APPLICABLE TO ALL DLT BOND INVESTMENTS ON www.crowdedhero.com
This Agreement is effective as of 1 July 2026 | Version 1.0

 

RISK WARNING

Investing in DLT Bonds via CrowdedHero involves significant risk, including the risk of partial or total loss of invested capital. Your investment is NOT covered by deposit guarantee schemes (Directive 2014/49/EU) or investor compensation schemes (Directive 97/9/EC). This is not a savings product. Do not invest more than 10% of your net worth in crowdfunding projects.

1. DEFINITIONS

The following capitalised terms have the following meanings in this Agreement:

"Agreement"

This DLT Bond Subscription Agreement, as may be amended from time to time, concluded between the Investor and CrowdedHero each time the Investor subscribes to Digital Bonds on the Platform.

"Bond Conditions"

The Terms and Conditions (Terms of Issuance) of the Digital Bonds for a specific Offer, as published on the Platform for each Offer. In the event of conflict between this Agreement and the Bond Conditions, the Bond Conditions prevail.

"CrowdedHero"

LTD "CrowdedHero Latvia", registration number 50203309441, registered address: Āraišu iela 34, Rīga, LV-1039, Latvia. Licensed European Crowdfunding Service Provider, licence No. 06.15.01.806/120, supervised by The Bank of Latvia.

"Digital Bonds"

DLT-based transferable securities (Kryptowertpapiere) are issued by “NYALA Digital Asset” AG pursuant to §16 of the German Electronic Securities Act (eWpG) in the form of single aggregate entry (Einzeleintragung) and registered in an electronic crypto securities register maintained by a licensed registrar appointed by the Issuer.

"ECSPR"

Regulation (EU) 2020/1503 of the European Parliament and of the Council of 7 October 2020 on European crowdfunding service providers for business.

"Investor / You"

A natural or legal person who subscribes to Digital Bonds through the Platform in accordance with the Platform Terms and Conditions.

"Issuer"

The legal entity that issues Digital Bonds and seeks funding through the Platform, as identified in the Bond Conditions and KIIS for the specific Offer.

"KIIS"

The Key Investment Information Sheet for the specific Offer, prepared by the Issuer pursuant to Article 23 ECSPR and Annex V thereof, available in Latvian, English and German on the Platform.

"Lemonway"

”Lemonway” SAS, 8 rue du Sentier, 75002 Paris, France, licensed European Payment Institution (authorisation No. 16 568 J), acting as payment agent for subscription amounts, interest and redemption payments.

"Offer"

A fundraising campaign published on the Platform by the Issuer, presenting Digital Bonds for subscription by Investors.

"Platform"

The publicly accessible internet-based system branded as “CrowdedHero”, available at www.crowdedhero.com and operated by LTD “CrowdedHero Latvia”.

"Platform Terms and Conditions"

CrowdedHero's Terms and Conditions applicable to Investors, as amended from time to time, available at https://www.crowdedhero.com/legal?category=terms.

"Reflection Period"

The 4-calendar-day pre-contractual period during which Non-Sophisticated Investors may revoke their consent to this Subscription Agreement without giving a reason and without incurring a penalty, pursuant to Article 22 ECSPR and Section 13 of the Platform Terms and Conditions.

"Security Trustee"

LTD "CrowdedHero Latvia", acting as representative of all Investors for the purposes of holding and enforcing any collateral pledged in favour of Investors in connection with a specific Offer, as described in the Bond Conditions.

2. CONCLUSION OF THIS AGREEMENT

2.1. This Agreement is concluded electronically when the Investor ticks the required checkbox(es) on the Platform and clicks the 'Confirm' (or equivalent) button during the subscription process for a specific Offer. No handwritten signature is required. Electronic records of the Investor's acceptance have the same legal effect as a written signed document, pursuant to Section 4 and Section 37.4 of the Platform Terms and Conditions and applicable Latvian law implementing EU Directive 2002/65/EU.

2.2. The following confirmations are required on the Platform before the Investor's subscription is binding:

To read and accept CrowdedHero's Terms and Conditions (https://www.crowdedhero.com/legal?category=terms), including the Risk Warning, Price List, Investor Classification Policy, Complaints Policy, Conflicts of Interest Policy, Privacy Policy and Cookie Policy.

To read and accept the Key Investment Information Sheet (KIIS) for all the Offers within the platfrom, including the risk warnings and fee disclosures.

And further – to have read and accepted this DLT Bond Subscription Agreement together with the Bond Conditions for for all the Offers within the platform.

2.3. This Agreement comes into force on the date the Investor completes the confirmation process described in clause 2.2. The date of acceptance is recorded in the Investor's Account on the Platform.

2.4. If the Investor is classified as a Non-Sophisticated Investor, a Reflection Period of 4 calendar days applies from the moment the Investor submits the subscription offer. During the Reflection Period the Investor may revoke the their consent by writing an email to [email protected]. CrowdedHero will send a confirmation e-mail and a reminder 1 calendar day before the Reflection Period expires.

2.5. After the expiry of the Reflection Period, or if the Investor is classified as a Sophisticated Investor, the subscription is final and not reversible, pursuant to Sections 13.5 and 13.6 of the Platform Terms and Conditions.

3. SUBSCRIPTION PROCESS

3.1. Digital Bonds are subscribed through the Platform during the subscription period specified in the KIIS for each Offer. Payment of the subscription amount is made in EUR through Lemonway in accordance with Lemonway's terms available on the Platform.

3.2. The minimum subscription amount is determined by the Bond Conditions for each Offer.

3.3. Upon acceptance of the subscription by the Issuer and receipt of the subscription amount, CrowdedHero transmits the Investor's KYC/AML-verified data to the registrar appointed by the Issuer. The Digital Bonds are registered in the Investor's name in the electronic crypto securities register. Registration constitutes legal ownership pursuant to §24 eWpG.

3.4. The Fundraising shall be deemed successful if the minimum threshold specified in the KIIS is reached. If the minimum threshold is not reached by the end of the subscription period, the Investor's subscription amount shall be returned in full (excluding payment processing fees) within 5 Business Days via Lemonway.

3.5. No physical certificates are issued. Title to Digital Bonds passes exclusively through registration in the electronic register.

4. INVESTOR RIGHTS

4.1. Interest. Digital Bonds entitle the Investor to receive interest at the rate, on the day-count basis, and with the payment frequency specified in the Bond Conditions.

4.2. Redemption. Digital Bonds will be redeemed at the percentage of nominal value and on the maturity date specified in the Bond Conditions.

4.3. Collateral. Where the Bond Conditions for a specific Offer provide for collateral, the Security Trustee holds that collateral on behalf of all Investors in that Offer. The Investor irrevocably authorises the Security Trustee to hold, manage and enforce the collateral on behalf of all Investors proportionally to their holdings. Details of any collateral are set out in the Bond Conditions and KIIS.

4.4. Information. The Investor is entitled to receive quarterly financial reports, semi-annual fund usage reports and annual financial statements published by the Issuer on the Platform pursuant to the Bond Conditions.

4.5. Voting. The Investor is entitled to participate in resolutions of Digital Bond holders in accordance with the Bond Conditions. Resolutions are conducted via the Platform; majority thresholds are specified in the Bond Conditions.

4.6. Deletion upon repayment. The Investor acknowledges and agrees that, upon full repayment of principal and accrued interest, the Digital Bonds will be deleted from the electronic register, pursuant to the Bond Conditions.

5. INVESTOR OBLIGATIONS AND ACKNOWLEDGEMENTS

5.1. By accepting this Agreement the Investor represents, warrants and undertakes that:

[a] the Investor has full legal capacity to enter into this Agreement and to make investments via the Platform;

[b] the Investor is at least 18 years of age and of the age of majority in their country of residence;

[c] the Investor is acting on their own behalf and for their own account, and not on behalf of any third party;

[d] the Investor is not a US person or a tax resident of the United States for FATCA purposes;

[e] the Investor is resident, incorporated or registered in an EU/EEA Member State or in a third country imposing equivalent AML/CFT obligations;

[f] the investment in Digital Bonds does not violate any law applicable to the Investor in their country of residence;

[g] the Investor has read and understood the KIIS, the Bond Conditions and this Agreement, including all risk warnings.

5.2. The Investor acknowledges that:

[a] Digital Bonds are not covered by deposit guarantee schemes established under Directive 2014/49/EU, nor by investor compensation schemes established under Directive 97/9/EC;

[b] there is no secondary market for Digital Bonds; they are issued under a 'buy and hold' model;

[c] transfers are subject to KYC/AML approval of the transferee by CrowdedHero;

[d] CrowdedHero does not provide investment advice; the Investor bears full responsibility for their investment decision;

[e] the Investor is fully responsible for the proper taxation of income received from Digital Bonds in their jurisdiction of residence; CrowdedHero does not act as a tax agent;

[f] CrowdedHero's liability is limited as set out in Section 32 of the Platform Terms and Conditions.

6. FEES AND PAYMENTS

6.1. All fees applicable to the Investor's investment are described in Part G of the KIIS for the specific Offer and in CrowdedHero's Price List available at https://www.crowdedhero.com/lv/pricelist/investor-pricelist. By accepting this Agreement the Investor confirms that they have reviewed and accepted all applicable fees.

6.2. All payments (interest, redemption) are made by the Issuer through Lemonway to the Investor's registered bank account. Payments are forwarded within 10 calendar days of receipt by Lemonway. The Investor must maintain a valid European bank account registered on the Platform.

6.3. The order of allocation of payments received is as set out in Section 15.6 of the Platform Terms and Conditions: (i) Platform fees; (ii) reimbursement of costs; (iii) late interest or penalties; then (iv) amounts due to the Investor.

7. TRANSFERS AND TRADING RESTRICTIONS

7.1. Digital Bonds are not listed on any exchange. No secondary market is provided by CrowdedHero or the Issuer.

7.2. Transfers of Digital Bonds between investors are technically possible only through the Platform, subject to prior KYC/AML verification of the transferee by CrowdedHero. A transfer fee applies as specified in the KIIS.

7.3. Transfers to US persons or to residents of jurisdictions where the offer is prohibited are not permitted.

7.4. CrowdedHero may refuse or restrict transfers at its discretion if they would violate applicable law or its internal policies.

8. SUCCESSION AND INHERITANCE

8.1. In the event of the death of an Investor, the Digital Bonds pass by operation of law to the heirs, beneficiaries or legal successors.

8.2. In the event that, upon the death of an Investor, the Digital Bonds fall to more than one heir, beneficiary or legal successor, such heirs, beneficiaries or legal successors shall appoint one common representative to act towards the Issuer, CrowdedHero and the registrar in relation to the relevant Digital Bonds.

8.3. Until such appointment is made and notified to CrowdedHero in writing, none of the heirs, beneficiaries or legal successors shall be entitled to exercise any rights attached to the Digital Bonds, receive any payments, or request any transfer or re-registration.

8.4. The appointment of the common representative shall be notified to CrowdedHero in writing, accompanied by a certificate of inheritance or equivalent proof of entitlement as CrowdedHero may reasonably require.

9. CROWDEDHERO'S ROLE AND LIABILITY

9.1. CrowdedHero acts as: (a) ECSPR-licensed crowdfunding service provider for the distribution of Digital Bonds; (b) record-keeper of individual Investor entitlements under the Einzeleintragung structure; (c) Security Trustee where collateral is provided under the Bond Conditions. CrowdedHero does not become a contractual party to the investment contract between the Investor and the Issuer (Section 12.8 of Platform Terms and Conditions).

9.2. CrowdedHero's liability to Investors is limited as set out in Section 32 of the Platform Terms and Conditions. In particular, CrowdedHero is not liable for: the Issuer's failure to perform its obligations; inaccuracies in the KIIS (which is the Issuer's responsibility); disruptions to the Platform; indirect or consequential losses.

9.3. CrowdedHero is subject to AML/CFT obligations under Latvian law and EU directives. The Investor consents to CrowdedHero conducting KYC/AML checks and transmitting necessary data to third parties (including the appointed registrar and Lemonway) for these purposes.

9.4. CrowdedHero reserves the right to suspend, restrict or terminate the Investor's access to the Platform in the circumstances set out in Section 24.5 of the Platform Terms and Conditions.

10. DOCUMENT HIERARCHY

10.1. This Agreement is part of an integrated legal framework. In the event of conflict between documents, the following order of precedence applies:

(1) Bond Conditions for the specific Offer

(2) This DLT Bond Subscription Agreement

(3) CrowdedHero Platform Terms and Conditions

(4) KIIS for the specific Offer

10.2. All documents are available on the Platform at https://www.crowdedhero.com/legal and on the specific Offer page.

11. AMENDMENTS

11.1. CrowdedHero may amend this Agreement in accordance with Section 36 of the Platform Terms and Conditions. Material amendments will be notified to Investors at least 10 Business Days before entry into force.

11.2. Amendments to the Bond Conditions for a specific Offer require Investor approval in accordance with the Bond Conditions for that Offer.

12. DATA PROTECTION

12.1. The Investor's personal data is processed by CrowdedHero in accordance with its Privacy Policy (https://www.crowdedhero.com/legal?category=privacy) and Regulation (EU) 2016/679 (GDPR).

12.2. For the purpose of DLT Bond issuance and management, KYC/AML-verified data is transmitted to the registrar appointed by the Issuer and to Lemonway for payment processing. Each party processes data under its own terms and privacy policy.

13. GOVERNING LAW AND DISPUTE SETTLEMENT

13.1. This Agreement is governed by the laws of the Republic of Latvia, without regard to conflict of law provisions and without prejudice to mandatory consumer protection provisions of the Investor's country of residence.

13.2. Disputes shall first be submitted to CrowdedHero's Complaints Procedure (https://www.crowdedhero.com/legal?category=complaints). A dispute not resolved under the Complaints Procedure shall be resolved by the courts of the Republic of Latvia; consumers domiciled in the EU may also bring claims before the courts of their domicile.

13.3. Regulatory supervision: The bank of Latvia, K. Valdemāra iela 2A, Rīga, LV-1050, Latvia (https://www.bank.lv).

14. FINAL PROVISIONS

14.1. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force, pursuant to Section 33.3 of the Platform Terms and Conditions.

14.2. This Agreement, together with the Platform Terms and Conditions, Bond Conditions and KIIS, constitutes the entire agreement between the Investor and CrowdedHero with respect to DLT Bond investments, superseding all prior representations or understandings on the same subject matter.

14.3. In the event of inconsistency between language versions of this Agreement, the English version prevails.

14.4. This version of the Agreement is effective from 1 July 2026 and is available on the Platform at https://www.crowdedhero.com/legal.

ACCEPTANCE — by ticking the checkboxes during the user registration process on the Platform the user confirms that he has carefully read, understood and unconditionally accepted:

           • CrowdedHero's Terms and Conditions (incl. Risk Warning, Price List, Investor Classification Policy, Complaints Policy, Conflicts of Interest Policy, Privacy Policy, Cookie Policy);
           • This DLT Bond Subscription Agreement together with the Bond Conditions for any specific Offer.
           • That user confirms that he:
              (i) is not a US person;
              (ii) is acting on own behalf and account;
              (iii) has read and understood all risk warnings;
              (iv) understands that these investments are not covered by any guarantee or compensation scheme.

 

LTD "CrowdedHero Latvia" | ECSPR Licence No. 06.15.01.806/120 | Āraišu iela 34, Rīga, LV-1039 | [email protected]
Version 1.0 | Effective 1 July 2026 | https://www.crowdedhero.com/legal

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