Shareholders' Agreement

Any shareholders' agreement ("SHA") regarding ETH Start-ups and ETH Spin-offs (as defined in Art. 4 and Art. 5 of the Business Creation Regulations (RSETHZ 440.5); hereafter "Company") with ETH Zürich ("ETH") as a party must include the following provisions:

Definitions used hereafter:

"Subsidiary" means any direct or indirect subsidiary of the Company from time to time.

"Prohibited Person" means any Person that is listed as sanctioned individual or entity under the sanctions regulations of Switzerland.

"ETH Put Option" - Definition in no.1 g)

"EPP" - Definition in no. 2

"Investor(s)" means ETH and other Shareholders that are neither Founders, nor a close person of a Founder within the meaning of art. 678 CO nor a current or former employee of the Company or any Subsidiary.

"Qualified Financing Round" - Definition in no. 3

"Shareholder Financing" means (i) any
convertible loans or other instruments convertible into equity of the Company
or any Subsidiary regardless of the lender and (ii) any loans, subordinated
loans or other financing provided by any Shareholder or its affiliates to any
Company or any Subsidiary (i.e. excluding third party debt financing).

"Compensatory Capital Increase" means a capital increase of the Company in which Shares are issued at nominal value to an Investor as remedy for a breach of representations under an investment agreement which is entered into by the Company with Investors in good faith and at arm's length terms in a future financing round.

"Partner Fund" means any investment fund with which ETH has entered into a partnership agreement.

"Tag-along Right" - Definition in no. 6

"Triggering Shareholder(s)" - Definition in no. 6