Edition 1 approved by a decision of the Management Board Nr.

03/09/2019 on
03.09.2019

ASSIGNMENT AGREEMENT № GRP-1007-****

Place Date:
Dublin 19.12.2019

PARTIES OF THE AGREEMENT:

ASSIGNOR: ASSIGNEE:
Lender or User SIA "Finsputnik User (Assignee) GRP-17511
(Assignor) Platforma", Identification
Identification Reg.Numb.: Number:
Number: 40103976577

The Assignor and the Assignee, hereinafter collectively, referred to as the “Parties”
and each individually – the “Party”, have entered into this Assignment agreement
Nr. GRP-1007-**** of 19.12.2019, hereinafter referred to as the “Assignment
Agreement”, as follows:

I. SPECIAL CONDITIONS OF THE ASSIGNMENT AGREEMENT

1.1. The information on the Loan Agreement, concluded between the Lender and the
Borrower:

Information on Lender SIA "Finsputnik Platforma", Reg.Numb.:

(company’s name, 40103976577
registration number, legal
address):
Number and date of the FMK23-13-12/2019 of 13.12.2019
Loan Agreement:
Amount and currency of the 30000.00 EUR
Loan under the Loan
Agreement:
Amount in EUR according to 30000.00 EUR
the commercial currency
exchange rate on the date of
onboarding on the Platform
(if the currency of the Loan
Agreement is other than
EUR):
Maturity date of the Loan 13.06.2020
under the Loan Agreement:
Interest under the Loan 11.00 %
Agreement:

1.2. Information on the Assignment Agreement:

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The available outstanding 26452.12 EUR
amount of the Loan at the
time of entry into the
Assignment Agreement:
Amount of the Claim:
1. The outstanding amount 1. 20.00 EUR
of the Loan partly or fully
assigned to the Assignee
(Claim purchaser);
2. Maturity date of the Loan 2. 13.06.2020
(if differs from the date
specified in clause 1.1. of
the Special Conditions, in
case of its extension by
the Lender);
3. Interest rate under the 3. 11.00 %
Assignment Agreement:
Price of the Claim (in figures 20.00 EUR (twenty euros)
and words):

II. GENERAL CONDITIONS OF THE ASSIGNMENT AGREEMENT

1. SECURING OF THE CLAIM PURCHASER’S RIGHTS

1.1. In the event the Borrower is in delay with repayment of the Loan for more
than 60 (sixty) calendar days, as well as in the event specified in Clause 9.4.
of the General Conditions, the Lender shall have an obligation to redeem the
Claim in accordance with paragraph 10. of the General Conditions (BuyBack
guarantee), provided the Lender and GRUPEER have agreed to apply
BuyBack guarantee in accordance with the agreement between the Lender
and GRUPEER.
1.2. Whether or not BuyBack guarantee applies is specified on the Website of
GRUPEER in the Lender’s Offer and depends on the terms and conditions of
the agreement entered into between the Lender and GRUPEER.
1.3. If no BuyBack guarantee applies, the Assignee shall, at own risk and
discretion of the Assignee, evaluate and assess the risks of entry into the
Assignment Agreement and agrees and acknowledges that it will not raise
claims of any kind against the Lender and/or GRUPEER by reason of absence
of BuyBack guarantee.
1.4. To the extent BuyBack guarantee applies, GRUPEER undertakes to ensure
repayment of funds under the Assignment Agreement in accordance with
the terms and conditions hereof, by means of transfer to the User (Assignee)
posting account the amount equal to the sum of remaining principal amount
of the Claim purchased by the Assignee (Claim purchaser) and accrued
outstanding interest calculated in accordance with the Interest rate.

2. TERMS AND DEFINITIONS

2.1. Glossary:
Administration of the Claim - All and any action taken by the
Lender in order to ensure repayment
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 of the Loan and protection of the
Assignee’s rights under the
Assignment Agreement.
Affiliated Company - GRUPEER SIA, registration number
40203023192, legal address:
Pulkveža Brieža iela 21 - 6, Rīga, LV-
1010, and any other entity that,
directly or indirectly (through one or
more intermediaries), controls, is
controlled by, or is under common
control with GRUPEER.
Applicable Laws - Laws, regulations, international
agreements in force in the Republic
of Ireland.
Assignee - User, who on the basis of the
Assignment Agreement has
purchased the Claim against the
Borrower.
Assignee’s bank account - Any current account set up in the
name of the Assignee with a bank or
finance institution registered in EU,
EEA or Switzerland, or a branch of
such bank or institution.
Assignment Agreement - This Assignment Agreement entered
into between the Assignor and the
Assignee, providing that the Assignor
for determined price (Price of the
Claim) transfers the Claim against
the Borrower to the Assignee.
Assignor - The Lender or User, who on the basis
of the Assignment Agreement
transfers to the Assignee the Claim or
part of the Claim against the
Borrower in accordance with the Loan
Agreement.
Auto invest - An automated purchase of the Claim
by the Claim purchaser using the
Platform based on the parameters
and limits set by the Claim
purchaser.
Borrower - An individual or legal entity that
enters into the Loan Agreement with
the Lender.
Borrower’s personal data - Any information relating to the
Borrower.
Claim - The right of claim or its part against
the Borrower resulting from the Loan
Agreement and specified in the
Special Conditions.
Claim purchaser - User interested in a purchase of the
Claim against the Borrower through
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 the Platform.
Claim Servicing - All and any action taken by GRUPEER
in relation to entry into the
Assignment Agreement, transfer of
funds to the Assignor/Assignee and
other actions stipulated on the
Website of GRUPEER.
Conditions of the Auto invest - Instructions, FAQ, explanations,
Special Terms of Auto invest (a part
of the Website of GRUPEER user
agreement) and other information
made available to the Claim
purchaser on the Website of
GRUPEER related to Auto invest.
EEA - European Economic Area
EU - European Union
General Conditions - General Conditions of the Assignment
Agreement
GRUPEER - GRUPEER LIMITED, registration
number 629937, legal address: The
Black Church St. Mary’s Place, Dublin,
D07P4AX, Ireland.
GRUPEER’s bank account - The bank account of GRUPEER
specified on the Website of GRUPEER
for transfer of Claim purchasers’
funds. Funds transferred by Claim
purchasers to the bank account of
GRUPEER are held separately from
own funds and assets of GRUPEER
and are not used toward business
activities of GRUPEER.
Interest - The remuneration paid by the
Borrower for use of the amount of the
Loan stipulated in the Special
Conditions. The Interest is calculated
based on the claimed remaining
outstanding principal amount of the
Loan, and shall be paid by the
Borrower in accordance with the
terms and conditions of the Loan
Agreement and Schedule (if any)
forming an integral part of the Loan
Agreement.
Interest rate - Predetermined remuneration for the
purchased Claim or its part against
the Borrower, resulting from the Loan
Agreement and specified in the
Special Conditions of the Assignment
Agreement. The Interest Rate shall
not be connected with the Interest
under the Loan Agreement and is

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 determined separately. An amount
calculated in accordance with the
Interest Rate shall be paid to the
Assignee (Claim purchaser) in
accordance with the terms and
conditions of the Assignment
Agreement.
Lender - A legal entity that grants a Loan to
the Borrower in accordance with the
Loan Agreement.
Lender’s bank account - A current account opened in the
name of the Lender with a bank or
financial institution/its
branch/payment system.
Loan - Funds granted to the Borrower by the
Lender in accordance with the terms
and conditions of the Loan
Agreement.
Loan Agreement - Commutative contract entered into
between the Lender and the
Borrower, on the basis of which the
Lender grants to the Borrower funds
(the Loan), but the Borrower is
obliged to repay the Loan and pay
Interest in accordance with terms
and conditions of the Loan
Agreement.
Offer - The Lender’s offer of the Loan
Agreement and the Claim
outstanding under the Loan
Agreement made available for
assignment on the Website of
GRUPEER.
Platform - Marketplace located at
www.grupeer.com maintained by
GRUPEER or any Affiliated Company.
Price List - Prices of GRUPEER charged in
consideration of Claim Servicing
stipulated on the Website of
GRUPEER, that shall be paid by the
Claim purchaser in consideration of
the Claim Servicing and other actions
taken by GRUPEER.
Price of the Claim - A price payable by the Assignee to
the Assignor in consideration of the
Claim or its part. The price of the
Claim is determined in accordance
with applicable provisions of the
Special Conditions.
Price of the Claim Servicing - The price stipulated in the Price List
on the Website of GRUPEER that is
charged by GRUPEER in consideration
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Terms of Use -
Special Conditions -
Third party -
User -
User’s Identification Number -
User’s posting account -
User’s profile -
Website of GRUPEER -
Website of GRUPEER user
of the Claim Servicing.
Terms of Use set forth in the Website
of GRUPEER user agreement,
Assignment Agreement and on the
Website of GRUPEER to be complied
with by each Claim purchaser, when
registering on and using the Website
of GRUPEER, purchasing the Claim
and entering into the Assignment
Agreements.
Special Conditions of the Assignment
Agreement
Any individual or legal entity that is
not a party of the Assignment
Agreement
Any individual or legal entity
registered on the Website of
GRUPEER that uses or is interested in
using Platform’s services.
A unique identification number,
generated on the Platform and
assigned to the User, used toward
identification of the User whenever
the User uses the Platform’s services.
The account created and maintained
by GRUPEER for each User on User’s
profile on the Website of GRUPEER for
the purposes of use of the Website of
GRUPEER in accordance with the user
agreement and the Assignment
Agreement. Such account is intended
for use of the Platform services in
accordance with the Website of
GRUPEER user agreement.
A work platform of the registered
User (Claim purchaser) on the
Website of GRUPEER and made
available to the User upon
registration on the Website of
GRUPEER after the User has logged
into the Website of GRUPEER by use
of its e-mail and password.
Website of the Platform on the
Internet located at
https://www.grupeer.com/, where
individuals and legal entities can
register as Users and create the
User’s (Claim purchaser’s) profiles
storing all the necessary information
on the Claim purchase.
The remote access agreement
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 agreement - entered into between the User and
GRUPEER comprising the Terms of
Use and other conditions to be
complied with by the User, when
registering on and using the Website
of GRUPEER.
2.2. The terms and definitions contained in Clause 2.1. of General Conditions by
their meaning and sense shall be read and applied in conjunction with the
Website of GRUPEER user agreement, subject to the following exceptions:
2.2.1. The definition of “Assignment Agreement” in this Assignment Agreement
refers to this particular Assignment Agreement only;
2.2.2. The definition of “Assignee” in this Assignment Agreement shall refer to
the Assignee specified in this particular Assignment Agreement only;
2.2.3. The definition of “Assignor” in this Assignment Agreement shall refer to
the Assignor specified in this particular Assignment Agreement only, that
is simultaneously the owner of the Claim under the Loan Agreement
specified in Clause 1.1. of the Special Conditions;
2.3. If the context of the Assignment Agreement so requires, the singular shall
mean plural and vice versa.
2.4. The headings and clauses in the Assignment Agreement are included for
ease of reference only and shall not affect the interpretation of the
Assignment Agreement.
2.5. A standard sample of the Assignment Agreement is publicly available to the
Assignee on the Website of GRUPEER.

3. SUBJECT OF THE ASSIGNMENT AGREEMENT AND PROCEDURE FOR ENTRY

INTO ASSIGNMENT AGREEMENT (MANUAL)

3.1. By entering into the Assignment Agreement, the Assignor agrees to transfer
to the Assignee the Claim against the Borrower resulting from the Loan
Agreement, but the Assignee agrees to pay the Price of the Claim indicated
in the Assignment Agreement.
3.2. The Lender confirms and acknowledges that the Loan has been granted to
the Borrower in accordance with the terms and conditions of the Loan
Agreement and that the Borrower has received the Loan.
3.3. Prior to entry into the Assignment Agreement and purchase of the Claim, the
Assignee has had the opportunity to acquaint itself with the terms and
conditions of the Loan Agreement in its User’s (Assignee’s) profile, where
GRUPEER has made available for review by the Assignee the set of terms
and conditions typical to the Loan Agreement valid at the time of entry into
the Assignment Agreement.
3.4. The Parties agree and acknowledge that the amount of Interest and penalty
rate calculated for the Borrower and remaining unpaid by the Borrower shall
not be transferred from the Lender to the Assignee at the time of entry into
the Assignment Agreement.
3.5. The Parties agree and acknowledge that the Assignee shall receive the Claim
against the Borrower in the amount agreed by the Parties in accordance with
the Special Conditions.
3.6. In the event the Assignee purchases a part of the Claim only, the Assignee
has been informed, agrees and acknowledges that the Claim does not
include the entirety of the Assignor’s claims, rights and entitlements against
the Borrower enforceable in accordance with the terms and conditions of the
Loan Agreement. Specifically, the Assignee may not be the only assignee

7
 with respect to such Claim and payments received from the Borrower toward
repayment of the Loan and payment of Interest may have to be distributed
to all assignees rateably in proportion to the full amount of the Claim to
which they would otherwise be respectively entitled.
3.7. By entering into the Assignment Agreement, the Assignee confirms and
acknowledges that it has acquainted itself with the terms and conditions of
the Assignment Agreement and Website of GRUPEER user agreement and
accepts them.
3.8. The Assignee confirms and acknowledges that it has had reasonable time to
determine whether entering into this Agreement is in its best interest and it
has read and fully understood the terms and conditions set forth in this
Assignment Agreement, and, by entering into the Assignment Agreement,
the Assignee has been acting of its own free will and without coercion,
intimidation or threat of retaliation of any kind.
3.9. The transfer of the Claim from the Assignor to Assignee shall occur upon
payment of the Price of the Claim in its User’s (Claim purchaser’s) profile on
the Website of GRUPEER in accordance with Clauses 4.7. and 4.8. of the
General Conditions.
3.10. The Assignee confirms and acknowledges that as of the date of entry into
the Assignment Agreement:
3.10.1. In case the Assignee is the individual:
3.10.1.1. He/she has full legal capacity, i.e. has reached the age of majority
according to the laws of the country of his/her residence;
3.10.1.2. He/she is not under the influence of alcohol, drugs, psychotropic or any
other substances;
3.10.1.3. No insolvency proceedings have been initiated against him/her.
3.10.2. In case the Assignee is a legal entity, in addition to the criteria specified
in Clause 3.10.1 of the General Conditions (with respect to the legal
representative of the legal entity), the Assignor is not subject to:
3.10.2.1. insolvency, bankruptcy, liquidation, dissolution or winding-up
proceedings of any kind;
3.10.2.2. legal dispute of any kind;
3.10.2.3. other circumstances that could adversely affect the ability of the
Assignee to fulfil its obligations under the Assignment Agreement.
3.11. By entering into the Assignment Agreement, the Assignee unconditionally
and irrevocably agrees and acknowledges that the Lender shall have the
right, without being subject to any obligation to coordinate with or request
prior or subsequent approval by the Assignee, to amend the Loan
Agreement as follows and in any of the following events:
3.11.1. if required to amend the Loan Agreement in accordance with mandatory
provisions of applicable law of the jurisdiction in which the Loan was
granted;
3.11.2. at its own discretion, in accordance with applicable law of the jurisdiction
in which the Loan was granted, including, but not limited to, in order to
extend the maturity/repayment date of the Loan.
3.12. The Assignee has been informed that the authorizations of the Lender
specified in Clause 3.11 of the General Conditions shall remain in full force
and effect throughout the term of the Assignment Agreement, and the
Lender’s activities in this connection are mandatory for the Assignee.
3.13. The Assignee agrees and acknowledges that the Lender shall have no
obligation to notify the Assignee of amendments to the Loan Agreement
specified in Clauses 3.11.1. and 3.11.2. of the General Conditions, provided
always that such amendments do not put the Assignee in a position worse

8
 than at the time of entry into this Agreement and provided, further that both
of the following conditions are satisfied:
3.13.1. the principal amount of the Claim purchased by the Assignee and
specified in Clause 1.2. of the Special Conditions has not decreased; and
3.13.2. the Interest Rate remains unchanged.
3.14. The Parties agree and acknowledge that all information regarding the Loan
Agreement, the Assignment Agreement, as well as the information on the
Parties and the essential terms relevant to fulfilment and the ability of the
Parties of the Assignment Agreement, is available on the Website of
GRUPEER in the User (Claim purchaser’s) profile. The abovementioned
information is considered as having been transferred to and received by the
Claim purchaser once such information becomes available in the User (Claim
purchaser’s) profile on the Website of GRUPEER.

31. PROCEDURE FOR ENTRY INTO THE ASSIGNMENT AGREEMENT (AUTO

INVEST)

3.1.¹ In order to enter into the Assignment Agreement and purchase the Claim,
the Claim purchaser may use the Auto invest.
3.2.¹ The Claim purchaser confirms and acknowledges its agreement to the
Special Conditions by setting the parameters, limits and intervals of the
Assignment Agreements it wishes to enter into by means of using the Auto
invest.
3.3.¹ The Claim purchaser confirms and acknowledges its agreement to the
General Conditions by marking its confirmation on the Auto invest page,
prior to commencement of use of the Auto invest. This action shall be done
once and applies to all the Assignment Agreements entered into by means
of Auto invest and subject to the same General Conditions.
3.4.¹ The Assignment Agreement enters into legal force and the Claim purchase
becomes effective provided that all the following conditions are met: (i)
confirmation by the Claim purchaser of agreement to both the Special and
General Conditions, (ii) successful verification by the Auto invest of the
Claims as compliant with the parameters for entry into the Assignment
Agreements set by the Claim purchaser for the Auto invest and (iii)
automatic investment of the Claim purchaser’s funds is available for the
Auto invest in accordance with mentioned Assignment Agreements.
3.5.¹ The Claim purchaser certifies that it understands and agrees that the
Assignment Agreements concluded automatically using the Auto invest are
as binding to the Claim purchaser as the Assignment Agreements concluded
directly by the Claim purchaser on the Website of GRUPEER in accordance
with paragraph 3. of General Conditions.
3.6.¹ The Claim purchaser confirms that it agrees and complies with conditions
specified in paragraph 3. of General Conditions in part not related to
conclusion of the Assignment Agreements by using the Auto invest process
stipulated in paragraph 3.1 hereof.

4. PAYMENT PROCEDURE

4.1. The Parties shall agree about the Price of the Claim before entering into the
Assignment Agreement..
4.2. The Price of the Claim is indicated in the Special Conditions of the
Assignment Agreement (Clause 1.2. of Special Conditions).
4.3. The Assignee shall pay the Price of the Claim simultaneously with conclusion

9
 of the Assignment Agreement.
4.4. The Assignee before conclusion of the Assignment Agreement is obliged to
ensure on User’s (Assignee’s) posting account relevant amount necessary
for payment of the Price of the Claim.
4.5. In case of unduly fulfilment of obligations indicated in Clause 4.4. of General
Conditions, conclusion of the Assignment Agreement shall be declined
automatically.
4.6. The Assignee authorizes GRUPEER to withdraw from the User’s (Assignee’s)
posting account the required amount for the Claim (the Price of the Claim).
4.7. As soon as the Assignee has agreed to purchase the Claim and has
confirmed provisions of the Assignment Agreement, GRUPEER transfers the
Price of the Claim to the Lender’s bank account/User’s (Assignor’s) posting
account.
4.8. The Price of the Claim is considered to be transferred at the moment when
the relevant amount has been withdrawn from the User’s (Assignee’s)
posting account in accordance with conditions of Clause 4.7. of General
Conditions.
4.9. The right to claim the Assignee receives from the moment of entering into
the Assignment Agreement after the Price of Claim has been transferred
from the User’s (Assignee’s) posting account to the Lender’s bank
account/User’s (Assignor’s) posting account in accordance with conditions of
Clause 4.7. of General Conditions.
4.10. In all the payment matters that are not regulated by the Assignment
Agreement, such as limits, intervals, maximal and minimal amounts of
investments etc., if any, the Terms of Use and other conditions of the Auto
invest shall be applied.

5. AUTHORIZATIONS

5.1. At the moment of entering into the Assignment Agreement the Assignee
authorizes the Lender as an appropriate person, without prior coordination
with the Assignee to make following actions:
5.1.1. to make amendments and/or to compose additional agreements to the
Loan Agreement in accordance with conditions of the Assignment
Agreement;
5.1.2. on behalf and in the interest of the Assignee to administrate the Claim
against the Borrower;
5.1.3. to manage the Claim in all aspects and to take all necessary actions
required relating to the repayment of the Loan and fulfilment of the Loan
Agreement, until the Loan is repaid in full and the Claim is discharged in
full;
5.1.4. to make necessary actions required relating to reinstatement of the
Claim, including, but not limited:
5.1.4.1. to take extrajudicial actions aimed at collecting the Claim in accordance
with normative acts that have legal force on the territory of the Lender’s
registration;
5.1.4.2. to prepare and send to competent person all types of applications,
explanations and other correspondence necessary for fulfilment of the
Borrower’s obligations under the Loan Agreement.
5.2. The Parties agree that taking into account the fact, that the Assignee has
authorized the Lender to continue the process of Administration of the
Claim, an obligation of informing the Borrower on Assignment Agreement
conclusion, in case of necessity, is delegated to the Lender.
5.3. During the entire period of the Assignment Agreement, the Lender acts with
10
 due care and accuracy to ensure protection of the Assignee’s rights.
5.4. The authorizations mentioned above are applicable to all and any the
Lender’s employees and authorized representatives.
5.5. The authorizations granted to the Lender by the Assignee in accordance with
the Assignment Agreement are granted with the right of substitution and are
valid during the all entire period of the Assignment Agreement.
5.6. In case stipulated in Clause 5.5. of the Assignment Agreement, the Lender
informs the Assignee on substitution of rights to the Third party via Website
of GRUPEER without delay, but not later than during 3 (three) business days
after such substitution.
5.7. The Parties agree that till the moment the Claim is discharged in full,
cancelation of the Lender’s and GRUPEER’s authorizations to manage and
administrate the Claim in accordance with the Assignment Agreement is
possible in case of conclusion and signing by corresponding Parties of
additional agreement to the Assignment Agreement only.
5.8. At the moment of entering into the Assignment Agreement the Assignee
simultaneously authorizes GRUPEER to do the following actions:
5.8.1. to transfer the Price of the Claim from the User’s (Assignee’s) posting
account to the Lender’s bank account/User’s (Assignor’s) posting
account;
5.8.2. to distribute the payments received from the Borrower between all
Assignees who have valid rights to claim against the Borrower at the
moment of receipt of the payment from the Borrower and to transfer
them to the User’s (Assignee’s) posting account;
5.8.3. to deduct all payments relating to the Assignment Agreement in
accordance with the Price List;
5.8.4. in case of termination of the Assignment Agreement or realization of the
BuyBack guarantee (if applicable) to transfer the Claim redemption
amount stipulated in Clause 10.3. of the Assignment Agreement to the
User’s (Assignee’s) posting account.

6. RIGHTS AND OBLIGATIONS OF THE PARTIES

6.1. Assignor’s rights:

6.1.1. The Assignor shall be entitled to enter into the Assignment Agreement
with any User;
6.1.2. The Assignor shall be entitled to receive the Price of the Claim in full and
in within the period of time specified in the Assignment Agreement; and
6.1.3. The Assignor shall be entitled to unilaterally terminate the Assignment
Agreement in accordance with the terms and conditions set forth in the
Assignment Agreement.
6.2. Assignor’s obligations:
6.2.1. The Assignor undertakes to fulfil all of its obligations under the
Assignment Agreement promptly and diligently;
6.2.2. The Assignor undertakes to notify the Assignee of any circumstances
that adversely affect or are capable of affecting adversely the ability of
the Assignor to fulfil the Assignment Agreement.
6.3. Assignee’s rights:
6.3.1. The Assignee shall be entitled to all benefits and advantages granted to
Assignee arising from the purchase of the Claim in accordance with the
terms and conditions of the Assignment Agreement;
6.3.2. The Assignee shall be entitled to assign the purchased Claim to
GRUPEER or to any other User.
6.4. Assignee’s obligations:
11
6.4.1. The Assignee undertakes to fulfil all of its obligations under the
Assignment Agreement promptly and diligently;
6.4.2. The Assignee undertakes to pay the Price of the Claim in the amount and
according to the terms and conditions specified in the Assignment
Agreement;
6.4.3. The Assignee shall pay GRUPEER the consideration for the Claim
Servicing and make other payments in accordance with the Price List;
6.4.4. In the event amendments need to be made to the Assignment
Agreement to accommodate mandatory requirements of Applicable Laws
affect the Parties’ of the Assignment Agreement rights and/or
obligations, the Assignee shall agree to the amendments to the
Assignment Agreement in accordance with new regulations.
6.4.5. In case when Laws and regulations provide for the obligation to make
amendments to the Loan Agreement, the Assignee shall accept the
relevant amendments to the Loan Agreement.

7. REPRESENTATIONS AND WARRANTIES OF THE PARTIES

7.1. Representations and warranties of the Assignor:

7.1.1. The Assignor represents and warrants that it has not transferred the
Claim subject to the transfer and assignment to the Assignee under this
Assignment Agreement to any Third party or otherwise encumbered the
Claim. For the purposes of this Clause 7.1.1. the term “encumbered”
shall mean creation or existence of any charge, claim, community
property interest, pledge, condition, option, mortgage, easement,
encroachment, right of way, right of first refusal, or restriction of any
kind, including any restriction on use, transfer, receipt of income or
exercise of any other attribute of ownership.
7.2. Representations and warranties of the Assignee:
7.2.1. The Assignee represents and warrants that, during the term of the
Assignment Agreement, it will not terminate or revoke, or seek the
termination or revocation, of the respective authorizations of the Lender
and/or GRUPEER to manage and administer the Claim in accordance
with the terms and conditions of the Assignment Agreement. Such
termination or revocation shall only be possible by means of execution
by the Parties of an additional agreement or modification agreement to
the Assignment Agreement.
7.2.2. To the extent the Assignee is a physical person, the Assignee is over the
age of 18 years.
7.2.3. To the extent the Assignee is a physical person, the Assignee is of sound
mind and has the capacity to enter into the Assignment Agreement;
7.2.4. All personal information that the Assignee has provided about him-
/herself is accurate and true to the best of the Assignee’s knowledge.
7.2.5. The Assignee has been notified, agrees and acknowledges that in
accordance with the terms and conditions of the Loan Agreement, the
Borrower has the right to repay the Loan prior to the Loan maturity date.
7.2.6. The Assignee confirms and acknowledges that it shall not submit any
claims (including, without limitation, claims by reason of loss of revenue
or profit) against the Borrower, Assignor or GRUPEER by reason of the
Borrower having repaid the Loan prior to the Loan maturity date

8. LIMITATION OF LIABILITY

8.1. It is agreed and acknowledged by the Parties that the Assignor, the Lender
12
 or GRUPEER shall not be liable to the Claim purchaser, its legal
representatives, successors in title or heirs, or to any Third party with
respect to any of the following:
8.1.1. delay in repayment of the Loan by maturity date for reasons attributable
to the Borrower;
8.1.2. failure by the Borrower to perform or failure to properly perform any of
its obligations under the Loan Agreement in full or in part, including,
without limitation, the impossibility to discharge the Claim for reasons
attributable to failure on the part of the Borrower to perform any of its
obligations under the Loan Agreement;
8.1.3. any loss incurred by the Assignee as a result of early repayment of the
Loan by the Borrower.
8.2. The Assignor, Assignee or GRUPEER shall not be liable for failure to perform
or failure to properly perform any of their obligations under the Assignment
Agreement, if such failure to perform or failure to properly perform is
connected with power shortage or shortage in electricity supply, interruption
of Internet or any other interruption in telecommunications systems, that
may adversely affect the ability of the Parties to perform their respective
obligations under the Assignment Agreement.

9. THE CLAIM SERVICING AND PAYMENTS PROCEDURE

9.1. In accordance with powers granted to GRUPEER in accordance with

conditions of the Assignment Agreement, GRUPEER ensures the Claim
Servicing, accepts all payments received by the Lender from the Borrower in
accordance with the Loan Agreement and pays them to the Assignee in
order and terms stipulated in the Assignment Agreement.
9.2. GRUPEER services payments made by the Borrower in accordance with
conditions of the Loan Agreement, and transfers them to the Assignee in the
following order and amount:
9.2.1. the principal amount of the Loan received by the Lender from the
Borrower and transferred to the GRUPEER’s bank account shall be paid
to the Assignee, but if the Assignee has not purchased the full Claim
against the Borrower or the Claim against the Borrower is purchased by
several Assignees, the principal amount of the Loan received by the
Lender from the Borrower is divided proportionally to each Assignee’s
Claim against the Borrower;
9.2.2. the interest calculated in accordance with the Interest rate and amount
of the Claim shall be paid to the Assignee in full.
9.3. Funds received by the Lender from the Borrower GRUPEER transfers to the
User’s (Assignee’s) posting account after the Borrower has repaid the Loan
in full only.
9.4. The Parties agree that in case the BuyBack guarantee is applicable and the
Lender has extended the Loan repayment period under the Loan Agreement,
it is considered, that the Borrower has delayed the Loan repayment period
and the Lender redeems the Assignee’s right of the Claim in accordance with
conditions of paragraph 10. of the Assignment Agreement, provided that the
Loan Agreement has been prolonged for a period of at least 60 (sixty)
calendar days and the Borrower has not repaid the Loan during this term.
9.5. GRUPEER is entitled before transfer of the payments received by the Lender
from the Borrower to the User’s (Assignee’s) posting account to withhold the
Price of the Claim Servicing and other payments in accordance with the Price
List.
9.6. If the Borrower repays the Loan before maturity date of the Loan indicated in
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 the Assignment Agreement, GRUPEER shall transfer the relevant part of the
Claim and interest calculated in accordance with the Interest rate to the
User’s (Assignee’s) posting account, withholding the Price of the Claim
Servicing and other payments in accordance with the Price List.

10. BUYBACK GUARANTEE

10.1. Information about the possibility to cede the Claim to the Lender is
published on the Website of GRUPEER in the Lender’s Offer.
10.2. In accordance with Clause 1.1. of General Conditions in case the BuyBack
guarantee is applicable, and the Borrower delays the Loan repayment for
more than 60 (sixty) calendar days, the Lender redeems the Claim and the
Assignee refuses to submit any claims against the Lender in this regard.
10.3. GRUPEER in case stipulated above is obliged to ensure repayment of funds
under the Claim transferred to the Assignee (Claim purchaser) under the
Assignment Agreement’s conditions by transferring to the User’s
(Assignee’s) posting account the amount equal to the sum of remaining
principal amount of the Claim purchased by the Assignee and accrued
outstanding interest calculated in accordance with the Interest rate.
10.4. The Lender has the right to redeem the Claim without acceptance,
unconditionally and in any case, including, but not only, the following
situations:
10.4.1. GRUPEER has restricted the right of Lender to use the Website of
GRUPEER in accordance with conditions of the Assignment Agreement
and Website of GRUPEER user agreement;
10.4.2. if the bankruptcy process of the Borrower is initiated, and such
information in writing is sent by the Lender to GRUPEER for the Claim
purchaser’s information.
10.5. In situation indicated in Clause 10.4.2. of General Conditions GRUPEER
undertakes to inform the Claim purchaser on such circumstances without
delay, but no later than within 1 (one) business day after information was
sent by the Lender to GRUPEER. After sending of notification the right of
Claim is considered as ceded to the Lender and GRUPEER is obliged to
ensure repayment of funds for the purchased Claim in accordance with
Clause 10.3. of General Conditions.
10.6. In case the BuyBack guarantee is not applicable the Lender shall pay
interest calculated in accordance with the Interest rate to the Assignee until
the Borrower fulfils its obligations under the Loan Agreement and shall
inform the Assignee about further actions in relation to debt collection
procedure. The Assignee agrees not to make any claims in this regard in
relation to GRUPEER.

11. LIMITATION OF USE OF THE BORROWER’S PERSONAL DATA

11.1. The Parties agree that taking into account the fact, that the Assignee has
authorized the Lender to continue the process of Administration of the
Claim, an obligation of informing the Borrower on Assignment Agreement
conclusion, in case of necessity, is delegated to the Lender.
11.2. During the effective period of the Assignment Agreement the Assignee shall
not claim any additional information relating to the Borrower or any
Borrower’s personal data from the Lender or GRUPEER.

12. DISPUTES SETTLEMENT AND APPLICABLE LAW

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12.1. The Assignment Agreement shall be governed by and construed in
accordance with Applicable Laws of the Republic of Ireland and all legal
relations resulting from the Assignment Agreement shall be regulated by
Laws and regulations of the Republic of Ireland.
12.2. The Parties shall endeavour to settle each dispute or disagreement arising
from or connected with the Assignment Agreement by way of amicable
negotiations.
12.3. If the Parties are not able to settle the dispute by means of amicable
negotiation during 15 (fifteen) calendar days from the date of first
negotiation, either Party may refer the dispute to resolution by a competent
court.

13. TERMINATION OF THE AGREEMENT

13.1. GRUPEER may limit the Assignee’s ability to use the Website of GRUPEER,
block the Assignee’s profile and/or its posting account, as well as to
unilaterally terminate the Assignment Agreement without prior notification
of the Assignee and delete its User’s profile in following situations:
13.1.1. if the Assignee violates the provisions of the Assignment
Agreement;
13.1.2. if the Assignee has submitted invalid on inaccurate information to
GRUPEER;
13.1.3. if the Assignee has used the Website of GRUPEER for illicit
purposes;
13.1.4. if GRUPEER suspects that the Assignee has used or is using criminal
proceeds to purchase the Claim, finances terrorism, or the Assignee is
involved in such activities;
13.1.5. in other cases, stated in the Terms of Use, conditions of the Auto invest
or Applicable Laws.
13.2. In instances specified in Clause 13.1. of General Conditions, the Lender
redeems the Claim from the Assignee and GRUPEER transfers the amount
indicated in Clause 10.3. of General Conditions to the Assignee’s bank
account.
13.3. The Assignor is entitled at its own discretion to unilaterally terminate the
Assignment Agreement and redeem the Claim from the Assignee in cases
not indicated in Clause 13.1. of General Conditions without reason
explanation, by at least 5 (five) calendar days prior notification of the
Assignee about its intention. The notification should be made in writing and
should be sent to the Assignee’s (Claim purchaser’s) profile, at its postal
address or by means of other agreed communication facilities. In such case
GRUPEER is obliged to transfer amount indicated in Clause 10.3. of General
Conditions to the User’s (Assignee’s) posting account.
13.4. In case the Lender has redeemed the Claim (BuyBack guarantee) or the
Assignment Agreement has been terminated in order specified in Clause
10.4. of General Conditions, the Assignment Agreement is deemed to be
terminated at the moment when GRUPEER transfers the amount stipulated
in Clause 10.3. of General Conditions to the User’s (Assignee’s) posting
account.

14. OTHER CONDITIONS

14.1. The Assignment Agreement is made electronically in accordance with the

procedure provided by the Assignment Agreement and is valid without
signatures of the Parties.
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14.2. GRUPEER shall place the Assignment Agreement in the User’s (Assignee’s)
profile, where it will be available for the Assignee throughout the period of
the Assignment Agreement.
14.3. The failure of either Party to enforce any provisions of this Assignment shall
not be deemed a waiver or limitation of that Party’s right to subsequently
enforce and compel compliance with every provision of this Assignment.
14.4. The Assignment Agreement is a document discussed by both Parties, and
the Parties understand and accept its provisions to the fullest extent. When
interpreting the Assignment Agreement, none of the Parties shall have any
advantages or disadvantages due to the fact that one of the Parties was or
could be responsible for preparation of the Assignment Agreement or any
part of it.
14.5. The Assignee confirms, that the Website of GRUPEER, Terms of Use and
Assignment Agreement are fully understandable, clear and acceptable to the
Assignee.
14.6. The Assignment Agreement is valid until fulfilment by the Parties of their
obligations under the Assignment Agreement or until its termination in
accordance with section 13. of General Conditions.
14.7. Situations that are not stipulated in the Assignment Agreement shall be
settled in accordance with conditions of the Website of GRUPEER user
agreement valid at the moment of conclusion of the Assignment Agreement
and is considered as the integral part thereof.
14.8. If there are any contradiction between conditions of the Assignment
Agreement and the Website of GRUPEER user agreement, the conditions of
the Website of GRUPEER user agreement shall prevail.
14.9. GRUPEER may at its sole discretion and at any time and without the consent
of the Claim purchaser or any Party of the Assignment Agreement or the
Loan Agreement to:
14.9.1. assign any right and/or delegate its obligations under the Assignment
Agreement to any Affiliated Company;
14.9.2. delegate to any Affiliated Company the performance of any GRUPEER’s
services (including receipt of payments from the Claim purchaser and
making payments to the Claim purchaser).
14.10. The authorizations, instructions, consents, permissions or powers of attorney
given to GRUPEER under the Assignment Agreement shall be deemed given
to Affiliated Company as well, where applicable for purpose of Clause 14.8.

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