Execution Version

SETTLEMENT AGREEMENT

This Settlement Agreement (the "Settlement Agreement") is entered into by and

between FortySl Advisors AG (referred to as "FortySl") and MSB Advisory GmbH
("MSB"). Each party shall be referred to as a "Party", and together as the "Parties".

WHEREAS, on 27 October 2021, FortySl and MSB entered into a Finder's Agreement
("Finder's Agreement") regarding the identification and introduction of potential investors for
limited partner interests in the FortySl Ventures Fund I, SCSp, FIAR (the "Fund");

WHEREAS, on 27 October 2021, FortySl and MSB entered into an Agreement on

Promoting Collective Investment Schemes in Switzerland (“Promotion Agreement”);

WHEREAS, on 18 July 2022, FortySl announced the first close of the Fund;

WHEREAS, on 30 July 2022, FortySl communicated its decision to terminate the

Finder's Agreement and the Promotion Agreement;

WHEREAS a dispute has arisen between the Parties in relation to MSB's entitlement to
Finder Fees, Carried Interest (each as defmed in the Finder's Agreement) and the Parties' further
rights and obligations in general and specifically under the Finder's Agreement and the
Promotion Agreement (the "Dispute");

WHEREAS, after several rounds of negotiations, the Parties desire and intend to settle
and resolve the Dispute by this Settlement Agreement.

NOW, THEREFORE, the Parties agree as follows:

1• Effective Date. This Settlement Agreement shall be effective as of the date on which
it is executed by the last Party (the “Effective Date”).

2. Payment. FortySl shall pay an amount of USD 175,000 to MSB (the "Payment").
The Payment shall cover MSB's entitlement to a Finder Fee under Article 3.1 lit. a
of the Finder's Agreement in relation to the first closing of the Fund and the time
until the signing of this Settlement Agreement.

The Payment shall be made in two instalments, in each case including VAT, as
follows:

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- USD 90,000 within 10 days of the Effective Date (Instalment 1)

- USD 85,000 on or before 31 May 2024 (Instalment 2)

The Instalments shall be paid via wire transfer to the following account:

Account holder: MSB Advisory GmbH, Zürich

Bank: Credit Suisse
IBAN: CH28 0483 5379 1252 1200 1

3. Approved Investors / Finder Fees. The Parties agree that the persons (including
entities, organizations, etc.) listed in the MSB Approved Investor List (Annex 1 to
this Settlement Agreement) shall be considered Approved Investors (as defined in
the Finder's Agreement). Any Investment by a person or persons listed in the MSB
Approved Investor List in one or more subsequent closings of the Fund shall entitle
MSB to Finder Fees in accordance with the terms of Article 3.1 lit. a and b and its
restrictions under 3.2 and 3.3 of the Finder’s Agreement.

The list of Approved Investors in Annex 1 shall be conclusive with a view to

subsequent closings, i.e. Investments by persons not listed in Annex 1 shall not
entitle MSB to a Finder Fee.1

With regard to the payment of any Finder Fee(s) due under this clause, Article 3.1
lit. c of the Finder’s Agreement shall apply.

4. Carried Interest. The Parties agree that MSB shall be entitled to participate with a
Carried Interest as defined in Article 3.1 lit. e and f and 3.2 and 3.3 (to the extent
applicable to Carried Interest) of the Finder's Agreement and as further defined in
this Settlement Agreement. For the Investments introduced by MSB in the first
closing of the Fund, the following Camed Interest shall apply:

Total Fund size alter final closing

Carried Interest
greater than or equal to

USD 50 million 5.0%

USD 100 million 4.0%

USD 150 million 1.25%

For the avoidance of doubt, in case of an individual being named in the list besides an entity / organization's name, a
Finder Fee shall be owed if that individual personally or the respective entity / Organization invests in a subsequent
closing. A Finder Fee shall also be due if that individual sets up a new investment vehicle (fund, family office, etc.),
which then invests in a subsequent closing. However, no fee is owed if such individual moves on to another
institution and makes an investment in his/her new role.

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If the total size of the Fund upon final closing is between the amounts indicated
above, the Carried interest will be determined in a linear manner.2

In case of investments by investors listed in the MSB Approved Investor List

(Annex II in subsequent closings of the Fund, MSB shall (in addition to the Carried
Interest as per the above table) be entitled to Carried Interest for such additional
investments to be determined in accordance with the table of Camed Interest in
Appendix I to the Finder's Agreement ("Additional Carried Interest"). For the
purpose of determining the Additional Carried Interest, MSB's introductions for the
first closing shall be disregarded.

Camed Interest and Additional Carried Interest shall be paid to MSB within 30 days
from receipt by FortySl (or any related entity used / set up for that purpose) of the
camed interest or alternative profit sharing of the Fund, which entitles MSB to
Camed Interest and/or Additional Carried Interest, respectively.

5. Next Fund, MSB shall not be entitled to any Finder Fee or Carried Interest in case
one or more investors listed in the MSB Approved Investor List or any other
investor commit Capital to the Next Fund (as defined in Article 3.1 lit. b of the
Finder's Agreement).

6- Information rights.

a. Regarding investments in the Fund: MSB shall be entitled to receive the

Confidential Information (as defined in the Non-disclosure letter of
5 January 2023, Annex 2 to this Settlement Agreement, "NBA") relating
to investments made in the second and any subsequent closings of the
Fund. The Confidential Information shall be disclosed within 14 days
from (i) any closing of the Fund and (ii) any request made by MSB
(limited to a maximum of two requests per year until the final closing of
the fund). Disclosure of Confidential Information shall be subject to the
terms of the NDA.

b. Regarding Carried Interest. FortySl shall inform MSB, within 14 days

after having received carried interest or alternative profit sharing of the
Fund, about (i) the amounts received by FortySl or any related vehicle
used / set up for that purpose, (ii) the Carried Interest and/or Additional
Camed Interest due to MSB, and (iii) the basis and the calculation of
each ofthese amounts. MSB shall be entitled to request such Information
(limited to a maximum of two requests per year).

By way of example, if the Total Fund Size after final closing is USD 125 miliion, the Carried Interest is 2.625%.

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7. Settlement and release. Save and except for the rights and obligations stipulated in
this Settlement Agreement, whether explicitly or by reference to the Finder's
Agreement, the Parties agree that this Settlement Agreement is in full and final
settlement of the Dispute, including any existing or potential rights and Claims
under the Finder's Agreement, the Promotion Agreement and/or in relation to
MSB's / Marina Shargorodska's role and activities as Head of Investor's Relation in
FortySl and/or any other agreements, whether in writing or verbal, if any.

8. Confidentialitv, communication and non-disparagement. The Parties agree that the

terms of this Settlement Agreement shall be kept confidential and shall not be
disclosed to third parties other than their legal advisors, tax advisors and other
persons acting in a similar capacity, save as required by any competent court order
or decision of a competent administrative authority, as a matter of applicable law
or as required for the enforcement of this Settlement Agreement.

FortySl agrees to state upon inquiry by any third party that MSB has successfully
raised funds for FortySl and the Fund.

The Parties agree not to disparage the other Party or the other Party’s affiliates,
officers, directors, employees, and shareholders towards third parties in any manner
likely to be harmful to them or their business or business reputation.

9. Miscellaneous,

a. Each Party represents and warrants to each other Party that it has the full
power, capacity and authority to enter into this Settlement Agreement.

b. If any term of this Settlement Agreement is declared invalid for any

reason, such determination shall not affect the validity of the remainder
of the Provision containing that invalid term or this Settlement
Agreement. The remaining parts of this Settlement Agreement shall
remain in effect as if the Settlement Agreement had been executed
without the invalid term. The Settlement Agreement shall be given such
meaning as to put in effect the intent of the Parties as set forth herein.

c. Each Party shall bear its own costs in relation to this Settlement
Agreement including legal fees.

10. Applicable law. This Settlement Agreement and any dispute or claim arising out of
or in connection with it or its subject matter or formation (including non-contractual
disputes and Claims) are governed by, and shall be construed in accordance with,
the substantive laws of Switzerland, excluding its rules on conflict of laws and
excluding international treaties (in particular the Vienna Convention on the
International Sale of Goods dated 11 April 1980; CISG).

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Execution Version

11. Jurisdiction. The Parties hereby submit to the exclusive Jurisdiction of the ordinary
courts of Basel-Stadt in relation to any matter, dispute or claim arising out of or in
connection with this Settlement Agreement, its Implementation or effect or in
relation to its existence or validity (including non-contractual disputes or Claims).

MSB Advisory GmbH:

Date/Place:

FortySl Advisors AG:

Date/Place: Basel July 1st, 2023

Name: Name:
Tamas Schweighoffer Sascha Oliver Bucher
Co-Founding Partner Co-founding Partner

Name:
Sara Nunez-Garcia
Co-Founding Partner

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 Annex 1

Approved Investor List MSB Advisory for Forty51 Ventures

Fund I

Investor 1 Ninety One Ltd / Ninety One Plc / Hendrik du Toit

Hesta Financial Services / Bechtler Family Office / Bechtler
Investor 2
Alexander / Bechtler Christoph
Investor 3 Compass Private Investments (as agreed)

Investor 4 De Gunzburg Jean / JM Choblet / TAJFO LIMITED

Investor 5 Ghaffari Paul / Vulcan Capital / Capitoline LLC
Investor 6 GIC / Chris Lee
Investor 7 Glick Gary / Odyssey Therapeutics / CHARM Therapeutics
Investor 8 MIO Partners / Dave Azad (as agreed)
Investor 9 MITIMCO / Emma Somers-Roy
Ordway Capital / Ordway Selections / Ariel Barack / Jonathan
Investor 10
Fackelmayer
Investor 11 Pavilion / Phillips Huang / Lee Yann Fang
Investor 12 Picciotto Holding / H de P Alternative SA / William Gowen
Investor 13 Scaramucci Anthony FO / SkyBridge Capital
Investor 14 Schucht Olivier
Investor 15 Sino Biopharm / Lee Lennart
Investor 16 Smithsonian Institution / Jeff Smith
Investor 17 Stable Asset Management (as agreed)
Investor 18 Stable Cavalry (as agreed)
Investor 19 Teuber Dean / Thomas Herrmann / Mosaik Capital
Turnberry Investment Group / Martin Smulovitch / Anthony Stern /
Investor 20
Old Hall Advisers
Investor 21 Werner Mark (same as Paul Ghaffari)
Investor 22 Prager Benjamin (as agreed)
DocuSign Envelope ID; 049D7F0A-CDF6-4B87-A370-032E418DC7F0 Annex 2

Non-disclosure letter
(the “Letter”)

5 Januavy 2023

The undersigned, Mr Stefan Leimgruber, partner of Schellenberg Wittmer Limited, a Corporation under
the laws of Switzerland with registered office at 19, Löwenstrasse, CH-8021 Zürich (the “Recipient”) is
receiving Confidential Information (as defined below) from FortyS 1 General Partner, SARL (the “General
Partner”), a private limited liability (sociele ä responsabiUte limitee) under Luxembourg law with
registered office at 412F, route d’Arlon, L-1471 Luxembourg acting in its capacity as the managing general
partner of Forty51 Ventures Fund I, SCSp, FIAR (the “Fund”), a reserved alternative investment fund
under the form of a special limited partnership under Luxembourg law for the sole purpose to check
whether any limited partner listed in the register of the Fund would be an investor introduced by MSB
Advisoiy GmbH, a limited liability Company under the laws of Switzerland with registered office at
Hölderlinstrasse 14, 8032 Zürich (the “Finder”) in accordance with the finder's agreement concluded on
27 October 2021 between FortyS 1 Advisors AG, a public limited liability Company {Aktiengesellschaft)
under the law of canton Basel-Stadt with registered office at Engelgasse 119, CH-4052 Basel and MSB
Advisoiy GmbH with the consent of the General Partner (the “Finder's Agreement”).

Confidential Information shall mean the name, address and amount of commitment as indicated in the
register of the Fund and any other related information whether contained in the register of the Fund or
otherwise made available to the Recipient and used in connection with the information in the register of
the Fund.

For the avoidance of doubt, information is not Confidential Information if, at the time of disclosure, it is
(i) already available to the Recipient or the Finder or (ii) in the public domain.

The General Partner will instruct IQ EQ (Luxembourg) SA, a specialised professional of the financial
sector authorised under the Luxembourg act of 5 April 1993 on the financial sector, as amended with
registered office at 412F, route d’Esch, L-1471 Luxembourg and acting in its capacity as registrar of the
Fund, and will authorize FortyS 1 Advisors AG, to provide an extract of the register of the Fund disclosing
the above information as well as any related information, provided the Recipient will at all times comply
with the following:

i. Treat and maintain the Confidential Information in strictest confidence, using efforts equal to those
which the Recipient uses for the protection of corresponding sensitive information of its own and
not disclosing to the Finder or any other person the content of the Confidential Information in any
manner whatsoever except for the name, address and commitment of and further information
relating to the limited partner(s) listed in the Fund's register who may, based on the Recipient's
preliminary assessment, fall within the scope of the Finder's Agreement in which case the name,
address and commitment of and the further information relating to such limited partner(s) can be
shared with the Finder for the sole purpose to determine its remuneration under the Finder's
Agreement;

ii. Not use the Confidential Information other than for the sole purposes of (a) checking and
confirming with the Finder whether any of the limited partners mentioned in the register of the
Fund will fall within the scope of the Finder's Agreement and (b) of using it in proceedings before
the conciliation authority and the competent court that may potentially be initiated to enforce the
Finder's Claims under the Finder's Agreement, whereby none of the limited partners which clearly
do not fall within the scope of the Finder's Agreement shall be disclosed. If Confidential
Information is adduced as evidence in conciliation or court proceedings, such Submission shall be
made along with a request that, beyond the conciliation authority / courts and the parties to the
proceedings, the Confidential Information shall remain strictly confidential.

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EU_BUSiNESS.29207004.1
DocuSign Envelope ID: 049D7F0A-CDF6-4B87-A370-032E418DC7F0

The Recipient may however reveal the Confidential Information to the Recipient’s Representatives (as
defined below), provided (i) they need to know the Confidential Information for their Services, (ii) who are
informed by the Recipient ofthe confidential nature ofthe Confidential Information and (iii) who agree to
act in accordance with the terms of this Letter. Recipient’s Representatives are any attorney or employee
of Schellenberg Wittmer Limited working with or under the supervision of the Recipient. The Recipient
will be responsible for any breach of this Letter by any of the Recipient’s Representatives.

If, beyond the purposes described above, the Recipient or any of the Recipient’s Representatives are
required pursuant to applicable law, regulation or legal or court process to disclose any of the Confidential
Information, the Recipient will notify, to the extent legally permissible, the General Partner promptly so
that the latter may seek a protective order or other appropriate remedy or, in the General Partner’s sole
discretion, waive compliance with the terms of this Letter. If no such protective order or other remedy is
obtained, or if the General Partner waives compliance with the terms of this Letter, the Recipient will
furnish only that portion ofthe Confidential Information which is legally required.

This Letter shall be governed by, and construed in accordance with, the laws of Switzerland, without
regards to the conflict of laws thereof. The courts of Basel-City, Switzerland, shall have the sole and
exclusive Jurisdiction over all matters arising in relation to this agreement.

Please confirm your agreement with the foregoing by signing and returning this Letter to the General
Partner,

Yours sincerely,

General Partner acting on behalf of the Fund

,-----DocuSIgntd by:
fv- CavaTHm

Accepted and agreed as of the date first written above:

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