Purpose

Appointment and Scope of Services Between the Parties

Ancora shall appoint the Executive to serve as COO of Hemab.

The Executive shall perform such duties and functions as directed by Hemab, including strategic, operational, and managerial responsibilities.

Hemab shall have full authority to direct and supervise the day-to-day activities of the Executive. The job description of the COO position will be finalized and agreed between the Parties prior to execution of this Agreement.

Hemab shall provide reasonable work equipment, access, and support for the Executive to fulfill their role.

The Executive’s appointment shall be subject to a four (4) month probation period commencing on the Start Date. During this period, either Party may terminate this Agreement with one (1) month’s written notice without cause and without severance obligations under Section 7.

Swiss Employment Law Compliance and Administration

Ancora shall be responsible for administering the relationship in accordance with Swiss law, including but not limited to:

Issuance of gross salary, bonus, allowance, and all payments;

Deduction and remittance of employee-side social contributions and taxes;

Payment of employer-side social contributions;

Provision of required insurance coverages under Swiss labor law;

Compliance with all applicable Swiss employment statutes, regulations, and ordinances, including but not limited to the Swiss Labor Act (ArG), Code of Obligations (OR), and all cantonal employment laws;

Adherence to any applicable collective bargaining agreements and industry-specific employment standards;

Maintenance of all required employment records and documentation as mandated by Swiss law;

Timely filing of all required employment-related reports with Swiss federal and cantonal authorities.

Hemab shall be responsible for paying the full costs of appointing the Executive, including in relation to:

Salary, bonus, allowances, and other payments (as described in Appendix 1);

Employer-side social contributions;

Employer-side pension contributions (described in Appendix 1);

Provision of required insurance coverages under Swiss labor law;

Any other costs paid by Ancora for the purposes of executing its responsibilities and agreed between the Parties in writing.

Ancora’s role as administrative employer is (without prejudice to clause 3.1 above) limited to payroll processing, tax and social security remittance, and benefits administration in compliance with Swiss law. Ancora shall not be held liable for the Executive’s performance, decisions, or conduct in their role as COO, about which the Executive and Hemab assume full responsibility. Ancora shall not be held liable for any activities taken by Hemab, its employees, subsidiaries or affiliates.

Compliance Representations and Warranties

Ancora represents, warrants, and covenants that:

Professional Competence: Ancora will obtain via relevant counsel and professional advice the requisite knowledge and expertise, and will deploy appropriate resources, to ensure full compliance with all Swiss employment laws and regulations applicable to the Executive’s employment;

Current Compliance: As of the start date of the Executive, which shall be agreed between the Parties, Ancora shall be in full compliance with all applicable Swiss employment laws, tax obligations, and social insurance requirements;

Licensing and Registration: Ancora maintains all necessary business licenses, registrations, and authorizations required to act as an employer in Switzerland;

Legal Updates: Ancora maintains current knowledge of Swiss employment law developments and regulatory changes through professional advice and legal counsel;

Systems and Processes: Ancora has access to adequate systems and processes to ensure timely and accurate payroll processing, tax withholding, social insurance contributions, and regulatory compliance;

Immediate Notice of Issues: Ancora shall deploy its best efforts to immediately notify Hemab in writing of:

Any regulatory inquiry, audit, or investigation concerning the Executive’s employment or this Agreement;

Any material changes in Swiss employment law that may affect the Executive or Hemab;

Any compliance failures or potential violations discovered;

Any circumstances that may impair Ancora’s ability to fulfill its compliance obligations.

Payments

Estimates of Mandatory Contributions and Deductions are outlined in Appendix 2. Actual amounts may vary and may change over time in accordance with Swiss labor law, pension plan requirements, and insurance costs. Any extraordinary or non-standard costs incurred by Ancora in relation to the Executive’s employment (e.g., special benefits, tax or accounting fees, or administration support) shall require prior written approval by Hemab.

Ancora shall provide Hemab with invoices at a frequency to be determined by the Parties.

Hemab shall pay all amounts in CHF within fifteen (15) days of receipt of duly completed invoice.

All payments under this Agreement are exclusive of VAT. If VAT becomes chargeable on any amount invoiced by Ancora, it shall be added to the invoice and payable by Hemab, unless a VAT exemption applies.

Reconciliation of Charges

Social security, required insurance coverage, and payroll-related charges are subject to periodic updates by Swiss authorities and/or insurance providers.

Hemab may adjust the compensation for the Executive periodically, including but not limited to, actual bonus payments made.

Therefore, the Parties shall reconcile actual paid contributions and compensation versus estimated and invoiced amounts, at least annually, and upon contract termination.

Any underpayment or overpayment shall be settled within thirty (30) days of reconciliation through a supplemental invoice or credit note.

Term and Termination

This Agreement shall commence on the Effective Date and continue unless and until terminated by either Party.

Either Party may terminate this Agreement by giving six (6) months’ written notice to the other Party, except during the Probation Period as specified in Section 2.5.

This Agreement may also be terminated with immediate effect for cause, including material breach, misconduct, or unlawful conduct.

Upon termination, Ancora shall finalize all employment-related obligations, including end-of-contract settlements and documentation, and shall invoice Hemab for associated third-party costs. Hemab shall reimburse Ancora for any mandatory termination-related costs, including salary for notice periods, pro-rated vacation compensation, and social contributions related thereto.

Termination Without Cause or for Good Reason: If Hemab terminates this Agreement without cause, or if the Executive resigns for Good Reason, Hemab shall:

Pay all accrued but unpaid base salary through the termination date;

Pay earned but unpaid bonuses for completed performance periods;

Pay severance equal to six (6) months of the Executive’s then-current base salary, within 30 days of termination or as may be agreed between the Parties in writing.

A material diminution in the Executive’s duties responsibilities, or reporting line;

A reduction of more than 20% in the Executive’s total annual compensation (base salary plus target bonus);

Reassignment to a location requiring relocation without Executive’s prior written consent;

A material breach of this Agreement by Hemab.

Independent Contractor Status

Confidentiality

Governing Law and Jurisdiction

Miscellaneous

This Agreement contains the full understanding between the Parties and supersedes any prior oral or written agreements.

Any modifications or amendments must be in writing and signed by both Parties.

In case any paragraph or provision of this Agreement would not be enforceable, this unenforceability will not affect the enforceability of the remaining part of the Agreement and this paragraph or provision will automatically be reduced to what is legally acceptable.

Each Party shall comply with applicable data protection laws with regard to the processing of personal data under this Agreement, including but not limited to the Swiss Federal Act on Data Protection (FADP) and the EU General Data Protection Regulation (GDPR), where applicable.

Indemnification and Legal Fee Reimbursement:

Hemab agrees to indemnify and hold harmless Ancora and the Executive from any third-party claims, liabilities, damages, or legal expenses incurred in connection with actions taken by the Executive in good faith and within the scope of his role under this Agreement, except in cases of gross negligence, willful misconduct, or unlawful conduct.

Ancora Indemnification: Ancora agrees to indemnify and hold harmless Hemab from any claims, liabilities, damages, or legal expenses arising from:

Ancora’s failure to comply with Swiss employment laws or regulations;

Ancora’s negligent or willful misconduct in administering the employment relationship;

Any misrepresentation in Ancora’s compliance certifications or reports;

Any employment-related claims by the Executive arising from Ancora’s administrative failures.

Legal Fee Reimbursement: If any legal dispute arises concerning the enforcement of rights under this Agreement, and a Party substantially prevails, the non-prevailing Party shall reimburse the prevailing Party’s reasonable legal fees incurred in such dispute

Hemab shall have the right, upon reasonable notice and during normal business hours, to audit Ancora’s compliance with Swiss employment law obligations under this Agreement. Such audits may be conducted by Hemab’s representatives or qualified third-party professionals, and shall include review of: Employment records and documentation; Payment records and tax filings; Insurance coverage documentation; Compliance procedures and controls. Ancora shall cooperate fully with such audits and provide reasonable access to relevant records and personnel. The cost of routine audits shall be borne by Hemab, except that if material compliance deficiencies are discovered, Ancora shall reimburse Hemab for the reasonable costs of the audit.

Base Salary

Bonus

Additional Payments (“Sign on bonus”)

Equity

Initial equity grant

Benefit Allowance (“benefits”)

Mandatory Contributions to Benefits

Pension Plan

Vacation

AHV/IV/EO (Old Age, Survivors and Disability Insurance / Income Compensation): approx. 5.3%

ALV (Unemployment Insurance): approx. 1.1% up to the income ceiling

BVG (Occupational Pension and Risk Insurance) employee share

Any others that may be required under Swiss labor law and as agreed between Ancora and Executive.

AHV/IV/EO: approx. 5.3%

ALV: approx. 1.1%

Family Compensation Fund (FAK): approx. 1.2%

Accident Insurance (UVG): ~1% (based on insurer/risk)

BVG (Occupational Pension and Risk Insurance) employer share: 7.5% of minimum insured salary (50% of total 15% rate that is based on Executive’s age at Effective Date) plus pension provider administration and risk insurance costs

KTG (Daily Sickness Allowance Insurance): variable

AHV Administrative Fees: approx. 0.3–0.5%

Any others that may be required under Swiss labor law and as agreed between Ancora and Hemab.

Role and Relationship

Compliance with Hemab Policies

Confidentiality

Compensation and Benefits

Equity Participation

Termination and Severance Provisions