Investment Management Agreement

Last update: January 9 2024

These terms and conditions, or Investment Management Agreement, (the Terms and Conditions or the Agreement) set out the terms of the agreement between you as a member of CPF Capital and a user of the Platform (You or a Member), CPF Capital (CPF Capital or CPF) and, where applicable, an appointed nominee. Together CPF Capital and the Nominee shall be referred to as “we” and “us”. The Platform meaning the website operated by CPF under the trading name CPF Capital.

The terms and conditions should be read in conjunction with our Terms of Website Use (https://cpf-capital.com/app/policy/terms-of-use/601) and our Privacy Policy (https://cpf-capital.com/app/policy/privacy-policy/260). Use of our Platform is conditional upon your acceptance of these terms. If you do not agree to these terms you should immediately discontinue use of our Platform.

This Agreement will become legally binding once you have successfully undertaken the registration process and we have received satisfactory money laundering verification information.

Relationship between us

1. This Agreement is a binding contract between you, us and the Nominee (if relevant), and it sets out your and our rights and obligations with respect to your membership of CPF Capital and use of the Platform. In executing this Agreement, you are indicating that you agree to adhere to, and be bound by, all of its terms.

2. In addition to this Agreement, you may enter into several other agreements with us and, if inconsistent, the terms of any agreement to which you agree after this Agreement will prevail over the terms of this Agreement.

3. Upon executing this Agreement, you will become a Member of CPF Capital. In the event that you make an investment in securities through the Platform, you will also become a client of CPF. CPF will advise you of the type of client you are for regulatory purposes. An individual will, unless we notify you otherwise, be treated as a “retail” client. You may provide self-certification in relation to registering as a Member. You must answer any questions entirely on your own and without the assistance of another individual. This means that the declarations set forward in the self-certification are truthful and genuinely apply to you. If you wish to change your client classification you should notify CPF Capital.

4. CPF does not provide you with any advice (investment advice, legal, taxation or any other advice) in relation to the transactions conducted through the Platform. Each Investor (meaning any Member wishing to invest in equities or securities, an Investment) confirms to each Relevant Person (Relevant Person means, in the case of CPF, CPF's Directors, employees, consultants, agents or advisors) that, for the purposes of entering into any investment contemplated by these terms, he or she enters into any investment entirely on the basis of their own assessment of the risks and effect thereof.

5. If you become a Member you will have the opportunity to invest in some or all of the investments available from time to time on the Platform. There may be additional terms relating to the specific investment and, where notified by us and approved by you.

6. We are required to establish your identity before you are able to use the Platform. We will use third-party organisations to assist with this process at the point when you register on our Platform. By registering on our Platform you consent to us and our partner organisations using your personal information for the purposes of carrying out credit checks and other searches on you to establish your identity, your credit worthiness and your suitability to carry out Investments. We will keep records of any information obtained.

7. If we are unable to establish your identity using these third-party methods, you must provide sufficient documentation about yourself to enable us and other relevant parties to ascertain and verify your identity. This may include providing certified copies of identification documents such as your passport, driving licence and recent utility bills, and providing personal information such as your address, residency and date of birth. The information required may change from time to time and should that prove to be the case we will notify you that additional documentation is required. Until you provide that additional documentation you will be unable to proceed to use our Platform.

8. You authorise us to use any of your personal information which is relevant to our provision of services to you for all reasonable purposes in relation to your use of the Platform. We may retain and continue to process your personal information after the termination of this Agreement or any other agreement between you and us. Your personal information may be transferred or disclosed to and/or by third parties where necessary. This enables us to provide services to you and to discharge our obligations to third parties, including relevant stock exchanges, government agencies and regulators.

9. With your consent, your personal information may be used by us in order to provide you with information and marketing materials in relation to our other products and services. By entering into this Agreement you confirm your wish for your personal information to be processed for these additional purposes. If you do not wish to receive marketing information please advise us in writing.

10. In relation to investments made using the Platform, additional terms may apply to your investment, as incorporated into this Agreement. Please ensure that you review all terms applicable to the type of investment that you are undertaking.

11. We have a conflicts of interest policy which sets out the types of actual or potential conflicts of interest which may arise given the nature of our business and provides details of how these are managed. Further details and updates of this policy can be provided on request.

Miscellaneous

12. Termination. An Investor may terminate and close their account with CPF at any time by giving at least 7 (seven) days' written notice to CPF. CPF may in its sole discretion, at any time, immediately terminate an Investor’s account by written notice to the Investor. The Investor accepts and acknowledges that CPF will be entitled to retain such information about the Investor and any Investments, as necessary, in order to comply with their obligations to the relevant regulatory bodies. In the case money is pooled with other users of the Platform, the Investor will need to wait for the end of the contract, or be charged penalty fees for early withdrawal.

13. Amendment. These Terms and Conditions may be varied by us from time to time. If these Terms and Conditions are varied we will notify you by posting the revised terms on the Platform and contacting you via email to inform you of the revised terms. In the event that additional terms or annexes are appended to the terms in relation to specific investment types we will post these additional terms on the Platform, but will not contact you via email to inform you.

14. Entire Agreement. These Terms and Conditions, together with the Terms of Website Use and the Privacy Statement constitute the entire agreement between us, and you acknowledge that you have not relied upon any representations, statements or pre-contractual statements that are not expressly set out in these terms.

15. Third-Party Rights. Subject to the following sentence, this Agreement does not confer any rights on any person or party (other than the parties to this agreement) pursuant to the Contracts (Rights of Third Parties) Act 1999. With the prior written consent of CPF given in its sole discretion, any Relevant Person, any Company and/or any of such Company's directors, employees, consultants, agents or advisers, shall be entitled to enforce all of the rights and benefits under this agreement at all times as if party to this agreement.

16. Communications and Notices. Any notice given by any party under or in connection with these terms shall be in writing and in English, and shall be sent by the relevant party for the attention of the contact and to the address as notified by the party, from time to time. It shall be delivered by email, or sent by pre-paid first-class post or recorded delivery, and shall be deemed received as set out below. Delivery of a notice is deemed to have taken effect provided that all other requirements in this clause have been satisfied, if delivered by email, upon sending; or if sent by pre-paid first class post, recorded delivery or special delivery to an address in France, Mexico or the United Statesof America, at 9:00am on the second business day after posting. If deemed receipt under this Clause 16 would occur outside business hours (meaning outside 9:00am to 5:30pm Monday to Friday on a day that is not a public holiday and a day when the banks are open for business) then receipt is deemed to take place at 9:00am on the day when business next starts. To prove service it is sufficient to prove that if delivered by email the email was sent to the correct address (being [email protected] or the email address associated with your account), and if delivered by post, the envelope containing the notice or other communication was properly addressed, paid for and posted.

17. Further Assurance. You shall from time to time (both during the continuance of these terms and after its termination) do all such acts and execute all such documents as may be reasonably necessary in order to give effect to the provisions of these terms.

18. Costs. Your and our costs and expenses (including any professional, legal and accountancy expenses) of the preparation, negotiation and execution of any Investment and/or any associated documentation shall be borne by you and us respectively.

19. Survival. All disclaimers, indemnities and exclusions in these terms shall survive termination of these terms for any reason, as shall any other provisions of these terms that by their nature are intended to survive such termination.

20. Complaints. Should you have any complaints in relation to your use of the Platform, please notify us by email at [email protected]. Or via the ticket system accessible from your account. We will aim to acknowledge your complaint promptly, investigate the circumstances and report the results to you.

21. Time of Essence. Time shall be of the essence in relation to all matters arising under or pursuant to these terms.

22. No Waiver. No failure or delay by you or us in exercising any of our rights under these terms shall be deemed to be a waiver of that right, and no waiver by you or us of a breach of any provision of these terms shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

23. Severability. If any provision of these Terms and Conditions is held by any court or other competent authority to be invalid or unenforceable, in whole or in part, these Terms and Conditions shall continue to be valid as to its other provisions and the remainder of the affected provision.

24. No Partnership. These Terms and Conditions shall not be construed so as to create a partnership or joint venture between you and us. Nothing in these Terms and Conditions shall be construed so as to constitute you and us as agents of one another.

25. Assignment. These Terms and Conditions shall be binding on and inure to the benefit of each party and their respective successors and assigns. Any party (other than CPF) shall not assign or sub-contract any of its rights or obligations under these terms (in whole or in part) without the prior written consent of CPF. CPF shall be entitled to assign or sub-contract any of its rights or obligations under these Terms and Conditions in whole or in part.

26. Force Majeure. CPF shall not be in breach of these Terms and Conditions if there is, and shall not be liable or have responsibility of any kind for any loss or damage incurred by you as a result of, any total or partial failure, interruption or delay in performance of our duties and obligations occasioned by any act of God, fire, act of government, state, governmental or supranational body or regulatory authority or war, civil commotion, terrorism, failure of any internet or computer system, interruptions of power supplies, labour disputes of whatever nature or any other reason (whether or not similar in kind to any of the above) beyond our reasonable control.

27. Governing Law and Jurisdiction. These Terms and Conditions (and any dispute or claim relating to it or its subject matter (including non-contractual claims) is governed by and is to be construed in accordance with US law. The parties irrevocably agree that the courts of New York shall have exclusive jurisdiction to settle any claim, dispute or issue (including non-contractual claims) which may arise out of or in connection with this agreement.

Additional terms

Investment process additional terms

Applicable if you invest in Non-Readily Realisable Investments – Equities

1. These additional terms shall apply in the event that an Investor invests in equity Non-Readily Realisable Investments (illiquid, hard-to-price securities for which there is a limited or non-existant secondary market) issued by a Company (for the purposes of this Agreement, a company which lists on the Platform and seeks funding).

2. On becoming a member of CPF, you will be able to view each Posting (a Posting being a listing for a Company on the Platform seeking Investment) on our Platform. Some Postings may be reserved for specific, or a restricted group of, Investors at CPF's sole discretion. The information that you have access to in respect of each Posting for a Non-Readily Realisable Investment (equity) will normally include without limitation:

a) the name, legal status, physical address and website address of the Company (if applicable);

b) a description of the business and intended use of the proceeds from the Minimum Target Amount(meaning the minimum amount that the Company wishes to raise) sought;

c) the Issue Price(the amount to be paid for each share) and the Minimum Target Amount;

d) details about the Lead Investor(s) (being the investor agreed by CPF and the Company to be the lead investor);

e) any legal, intellectual property, technical, financial or commercial due diligence information prepared by or on behalf of the Company or the Lead Investor as part of the process of the Posting (Investors should not place any reliance on such information as this has been specifically prepared for the parties it is addressed to and not for Investors, and any decision to proceed with any investment should not be based solely on such information);

f) whether the Company has received advance assurance that it is eligible for tax relief and, if not, whether the Company (i) appears to us to be eligible for a relief program and (ii) has agreed to allow Investors to claim such Relief.

3. An Investor shall not use any information contained in any Posting (such information being Confidential Information) except for the purposes of considering an investment in the Company. Without limitation, each Investor agrees with CPF and with each Company that it will not directly or indirectly seek to use any Confidential Information to enter into competition with the Company; to solicit employees, customers or suppliers of the Company; or to make further investments in the Company. The Investor undertakes to CPF and the Company that it will not disclose or distribute to any person any Confidential Information without the prior written consent of the Company, unless required to do so by law, a court of competent jurisdiction, or any governmental or regulatory authority. You agree to indemnify the Company and CPF for any loss or damage suffered as a result of any breach of your obligations under this clause.

4. You acknowledge that CPF has reviewed each Posting before Investors are able to review it. Before doing so, CPF will ask the Company for evidence that factual statements are correct, and we require that opinions and any projections in the Posting are phrased fairly, clearly and without being misleading. We have approved the contents of the Posting as a financial promotion for the purposes of the SEC and FCA Rules. This means that we have concluded that the information, taken as a whole, is “fair, clear and not misleading” as of the date of approval. This means that for factual statements we have reviewed evidence of their accuracy, and that for aspirational statements or statements of opinion or belief we believe that they are phrased appropriately in light of their speculative or subjective nature. You should note that in the case of factual statements, the evidence we review is provided by the business, and while we take reasonable care in our review we do not audit it, which means that we may not be able to and will not be liable if we fail to, identify forged or altered evidence or information or deliberately misleading or inaccurate statements (other than by reason of our willful default or fraud). You should further note that in the case of aspirational statement or statements of opinion or belief, the nature of early-stage businesses is such that we may approve statements which include ambitions which may not be fully realised, and approval does not convey a belief on our part that it is likely that they will be fully realised.

5. An Investor should not take our approval of a Posting as any form of recommendation to invest in a Company nor as to the merits of the Company's business or its likelihood of success. Any decision to invest in the Company shall be the Investor's alone.

6. All Investments have their own design:

a) Pools: will take the form of subscriptions for ordinary shares, or such class of shares which rank equally with those issued to the Lead Investor in respect of their rights and economic terms. It should be noted that this is only correct as at the time that the Investment completes and may be subject to change if future funding rounds are required by the Company.

b) Staking: will take the form of your money being locked for a specified amount of time in order for us to invest it respecting the parameters of time and interest rate to make it grow. It is essentially the same as loaning CPF your money for low risk investment tools.

c) Contracts: based on the same principal as the staking, contracts depend on protfolios designed by CPF and provide an averaged return rate for a specified amount of time to the subscriber to the contract. It is a hybrid betwen traditional Hedging and Pools + Staking, allowing CPF to operate within the parameters of its investment strategy, beyond the other common offers displayed on our platform.

d) Posting: or spontaneous offer. Those offers are rare, powerful tools, risky and long term. They usually deliver higher reward by taking a stake into a company (usually a startup) which will make it possible for them to grow exponentially with one objective in mind: creating a product or service big enough to be sold to the highest bidder within the next 5 years.

7. A Company’s Posting will remain open for Investment for an agreed initial period that can vary case by case. If the Company has not received its Minimum Target Amount by the end of the Investment Period then the Posting will be withdrawn, unless CPF Capital and the Company mutually agree to extend the time period for the Posting. If the Company has received its Minimum Target Amount by the end of the Investment Period, then the Posting will proceed to completion.

8. If an Investor exercises their right to cancel an Investment during the Cooling Off Period, or for any other reason under CPF Capital's control, it is required that funds are returned to the Investor, and any funds transferred by him or her by way of investment payment will be refunded to him or her in full. In order to effect this transfer, additional anti-money laundering or other checks to verify the identity of the transferee of the funds and the recipient of the funds may need to take place prior to its return. Accordingly, in order to ensure compliance with anti-money-laundering obligations, there may be a delay in returning funds to an Investor who cancels their Investment until these checks have been completed satisfactorily and they have fully complied with their obligations under the anti-money-laundering regulations. The returned funds will not include or account for any bank fees, which are the responsibility of the Investor, nor any fluctuations in currencies since the original investment transaction.

9. You acknowledge all investments made through the Platform are made entirely at the Investor's (as the case may be) own risk and, subject to the terms of the Subscription Agreement or any Investment Agreement, are based on the Investor's (as the case may be) own judgement.

10. Except in the event of fraud, no Relevant Person shall be liable or responsible to any Investor or any Company for any of the following matters, and each Relevant Person hereby excludes, to the fullest extent permitted under law (including contract, tort or breach of statutory duty), any and all liability for, or in respect of:

a) the performance of any Company, the market opportunity, or its ability to meet its business plan or projections or any other information set out in the Posting;

b) the suitability of any Company for investment;

c) the terms of any investment in a Company (including without limitation the Subscription Agreement, the Investment Agreement and the Articles); and

d) the undertaking or outcome of any due diligence exercise in respect of a Company or any due diligence report in respect of a Company (whether legal, financial, technical or otherwise); and

e) obtaining any tax relief in relation to an investment in a Company or that Company remaining eligible for a tax relief after the investment has been made.

11. Except for in respect of death, personal injury or any other matter for which it would be illegal for a Relevant Person to limit its liability, the total aggregate liability of any Relevant Person under or in connection with these terms or any Investment made through the Platform howsoever arising and whether in contract, tort or otherwise (including for negligence) shall be $1,000 US.

12. We will not be liable to you for any losses, damages or costs arising in the event that you are not able to claim a tax relief on a particular investment, or because any tax relief you have claimed is lost, due to any of the circumstances described in these terms. You are strongly advised to speak with your tax adviser and/or a solicitor before making any investment on the basis that you will be able to receive any tax relief.

Full terms

Terms for service provision

Terms & conditions for the provision of custodian, nominee and administrative services

1 Definitions and Interpretations

In these Conditions, unless the context otherwise requires, the following words and expressions shall have the following meanings:

"Administrator" CPF Capital assumes the role and responsibilities of the Administrator;

"Associate" any person or entity that is controlled by CPF Capital;

"Business Day" a day, other than Saturday, Sunday or public holiday, on which clearing banks are open for non-automated business;

"Closing Date" the initial closing date and any subsequent date(s) on which a round of fund raising for an Investee Company may be completed, in each case as determined by CPF Capital and communicated to the Investor through the Platform;

"Commencement Date" in relation to any Investment, the effective date of the Contract pursuant to Condition 2.2;

"Confidential Information" all information and materials of any person (whether oral or recorded in any medium), which are marked confidential or which are by their nature clearly confidential, obtained under or in connection with an Investment;

“Contract” the contract between the Investor and CPF Capital and its Associates for the supply of Services in accordance with these Conditions in relation to a particular Investment;

“Control” the ability to exercise significant influence over the operating or financial policies of any person or entity;

"Custodian" CPF Capital (or such other Associate of CPF Capital as may assume the role and responsibilities of the Custodian with the prior consent of the Investor and CPF Capital);

"Force Majeure Event" has the meaning given to it in Condition 15.2;

"FCA" the Financial Conduct Authority and its statutory successor (or any other body to which its statutory functions have been delegated);

"FCA Rules" the rules and guidance issued and modified by the FCA from time to time;

"FSMA" the Financial Services and Markets Act 2000;

"Investee Company or Company" has the meaning given to Company in the Subscription Agreement;

"Investment" the equity or other interest in the Investee Company (as further described in the Subscription Agreement) to be acquired by the Nominee on behalf of the Investor using the Subscription Monies provided by the Investor for such purpose;

"Investor" has the meaning given to it in the Subscription Agreement;

"Loss" any damages, loss, costs, claims or expenses (excluding any loss of business or profits or any indirect or consequential loss or damage, in each case whether arising from negligence, breach of contract or otherwise);

"Platform" the investment technology platform, operated by CPF Capital or any replacement product or service nominated by CPF Capital for use by its members;

"PRA" the Prudential Regulation Authority and its statutory successor (or any other body to which its statutory functions have been delegated);

"Professional Client" has the meaning given to it in the SEC and FCA Rules; "Retail Client" has the meaning given to it in the SEC and FCA Rules;

"Services" the custodian, nominee and administration services to be provided by CPF Capital under the Contract;

“Subscription Agreement” the form containing details of the proposed Investment comprising, together with these Conditions, the Contract;

1.2 In these Conditions any reference to a "person" shall be construed as a reference to any natural person, partnership, joint venture, corporation, limited liability company or partnership, trust, firm, association or governmental agency or department or any two or more of the foregoing and a reference to a party includes its personal representatives, successors or permitted assigns.

1.3 The headings used in these Conditions are for ease of reference only and shall not affect their interpretation.

1.4 References in these to the numbered conditions or the Schedule are to the numbered conditions of or the Schedule to the Contract.

1.5 Any reference in these Conditions to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to such statute or statutory provision (including all instruments, orders or regulations made thereunder or deriving validity therefrom) as in force at the Commencement Date and as subsequently re-enacted or consolidated.

1.6 Words denoting any gender include all genders. The singular shall include the plural (and vice versa).

1.7 Any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.8 Section 1124 of the Corporation Tax Act 2010 shall apply to determine whether one person is controlled by another for the purposes of these Conditions.

1.9 A reference to writing or written includes emails and other electronic communications messages, including those delivered via the Platform.

2 Basis of Contract

2.1 These Conditions apply to the provision of the Services to the exclusion of any other terms that CPF Capital or any of its Associates may seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.2 A Contract for the provision of Services in relation to a particular Investment shall be deemed to have been offered by the Investor on the execution by them of the Subscription Agreement relating to such Investment and the payment by the Investor of the Subscription Monies, and accepted by CPF Capital when it confirms that the completed Subscription Agreement and any other information reasonably required by it to fulfill its regulatory compliance obligations together with the Subscription Monies have been received, at which point the Contract (incorporating these Conditions) shall come into existence.

2.3 In the event of a conflict between these Conditions and the Subscription Agreement, the Subscription Agreement shall prevail. In the event of a conflict between these Conditions and any other document or information provided to the Investor through the Platform or otherwise, these Conditions shall prevail.

3 Appointment of Custodian, Nominee and Administrator

3.1 CPF Capital shall provide the Services in respect of the Investments on the terms set out in these Conditions.

3.2 CPF Capital represents and warrants to the Investor that it is authorised and regulated in respect of its investment business and has the necessary permissions under its authorisation to provide the Services (or procure the provision of Services by its Associates) to the Investor.

4 Subscription Process

4.1 All decisions as to whether to subscribe for an Investment are the sole responsibility of the Investor.

4.2 For the avoidance of doubt, CPF Capital is not responsible for:

4.2.1 providing the Investor with any advice on the merits of the Investment;

4.2.2 assessing the suitability or appropriateness of any Investment for the Investor; or

4.2.3 any activity whatsoever which would constitute the provision of investment management services to the Investor.

4.3 The Investor shall, in relation to each Investment to which they have committed (whether via the Platform or otherwise) and in respect of which they have been granted an allocation by CPF Capital, on or prior to the relevant Commencement Date:

4.3.1 agree to the terms of the Subscription Agreement;

4.3.2 make payment of the Subscription Monies to CPF Capital (or its Associate) in such a way as specified by CPF Capital; and

4.3.3 provide CPF Capital with such documentation as it may require to satisfy:

4.3.3.1 its anti-money-laundering requirements in respect of the Investor; or

4.3.3.2 any other obligations arising under the FCA Rules or other regulatory requirements, including, if applicable, a form whereby the Investor consents to be treated as a Professional Client.

4.4 CPF Capital is entitled at its discretion to reject any Subscription Agreement which it believes on reasonable grounds to be incomplete or to have been provided in error, or which CPF Capital reasonably believes that it cannot for some reason accept without being in breach of relevant FCA Rules. In the event that a Subscription Agreement related to an Investment is not accepted, then any Subscription Monies paid in respect of that Investment shall be returned to the Investor as soon as practicable (and in any event no later than 30 (thirty) days after the relevant Closing Date), whereupon the Contract relating to such proposed Investment will be terminated.

4.5 Upon CPF Capital notifying an Investor that the Subscription Agreement for an Investment is accepted, then the payment of the Subscription Monies hereunder shall be irrevocable (and the Investor shall not under any circumstances be able to demand repayment of them).

4.6 The Investor acknowledges that he or she has read and understands the risk warnings in relation to the Investment which are set out on the Platform.

4.7 By agreeing to the terms of the relevant Subscription Agreement the Investor instructs CPF Capital to enter into the proposed Investment to which it relates and confirms to CPF Capital that he or she is aware of any conditions, warrants, representations or other obligations arising as a result and instructs CPF Capital to enter into the same on their behalf.

5 The Services

5.1 With effect from the Commencement Date, CPF Capital will provide the Services to the Investor on the terms and conditions set out in these Conditions.

5.2 CPF Capital shall act in good faith and perform the Services with reasonable care and skill in accordance with generally recognised commercial practices and standards in the industry for similar services, and observe and comply with all applicable laws and regulations, including but not limited to the SEC and FCA Rules (as modified from time to time). CPF Capital shall devote such time and attention and have all necessary competent personnel and equipment as may be required to enable them to provide the Services properly, efficiently and in compliance with SEC and FCA Rules.

5.3 All sums controlled by CPF Capital on behalf of the Investor from time to time (including the Subscription Monies, amounts paid on account of fees payable by the Investor, dividends received in cash and disposal proceeds) will be held in a client bank account under the control of CPF Capital, held with a bank authorised and regulated. CPF Capital may debit or credit the said account for all sums payable by or to the Investor under the Contract. Any interest payable on credit balances in a client bank account will be retained by CPF Capital. All charges in respect of a client bank account will be met by CPF Capital. CPF Capital may pay away to a registered charity of its choice a client’s client money balance provided:

5.3.1 It has held it for at least six years following the last movement on the client’s account (disregarding any payment or receipt of interest, charges or similar items),

5.3.2 CPF Capital can demonstrate that it has taken reasonable steps to trace the client concerned and to return the balance, and

5.3.3 CPF Capital undertakes to pay the client a sum equal to the balance paid away in the event of the client seeking to claim the balance in future.

5.4 CPF Capital may either liquidate an unclaimed safe custody asset it holds for a client and pay away the proceeds, or pay away an unclaimed safe custody asset it holds for a client, in either case to a registered charity of its choice provided:

5.4.1 CPF Capital has held that safe custody asset for at least 12 years, and in the 12 years preceding the divestment of that safe custody asset it has not received instructions relating to any safe custody assets from or on behalf of the client concerned,

5.4.2 CPF Capital can demonstrate that it has taken reasonable steps to trace the client concerned and return that safe custody asset, and

5.4.3 CPF Capital unconditionally undertakes to pay to the client concerned a sum equal to the value of the safe custody asset at the time it was liquidated or paid away in the event of the client seeking to claim the safe custody asset in the future.

5.5 Upon receipt of a written instruction from CPF Capital that an Investment is to proceed, CPF Capital shall:

5.5.1 procure that the Nominee enters into and executes such documents as are required to give effect to the Investment; and

5.5.2 release the Subscription Monies to a solicitor nominated by the Investee Company or directly to the bank account of the Investee Company on completion of the Investment.

5.6 CPF Capital (or its Associate) will hold each Investment.

5.7 The Nominee shall have legal title to the Investment and the Investor shall be the beneficial owner of the Investment.

5.7.1 The Investor hereby:

5.7.1.1 consents to the Investments being registered in the name of the Nominee for the purpose of simplifying the share administration of each Investee Company; and

5.7.1.2 confirms that it shall provide CPF Capital with such express instructions as are required in order to exercise any voting or other rights relating to Investments and acknowledges that, where appropriate, relevant instructions will be taken in accordance with other relevant agreements with the Investor.

5.7.2 CPF Capital shall and shall procure that its Nominee shall act in all matters relating to an Investment only upon express written instruction from the Investor where required and otherwise in accordance with other relevant agreements with the Investor.

5.7.3 In relation to each Investment, CPF Capital undertakes with the Investor that it shall or shall procure that the Nominee shall:

5.7.3.1 hold such Investment as nominee and on trust for the Investor;

5.7.3.2 have no beneficial interest in the Investment;

5.7.3.3 promptly account to the Investor (or as the Investor may direct) for all dividends or other payments paid to the Nominee in respect of the Investment;

5.7.3.4 hold all bonus shares, rights issue shares or other property or benefits acquired in respect of the Investment on trust for the Investor on the same terms as the Nominee holds the Investment;

5.7.3.5 hold all shares issued on the exercise of warrants and options (if any) included in the Investment on trust for the Investor on the same terms as the Nominee holds the Investment;

5.7.3.6 exercise all voting and other rights, powers and privileges attaching to the Investment only in such manner as the Investor shall expressly direct or approve;

5.7.3.7 exercise all rights powers and privileges to which it is entitled under the articles of association and any investment or shareholders agreement or other documentation signed by the Nominee on behalf of the Investor in relation to the Investor's investment into the Investee Company only in such manner as the Investor shall expressly direct or approve;

5.7.3.8 at the request and cost of the Investor to execute such proxies as the Investor may from time to time require to enable the Investor (or such other person as the Investor may designate) to attend and vote at any general meeting of the Investee Company if required;

5.7.3.9 deposit with the Custodian (to hold to the order of the Investor) the certificate(s) for the Investment;

5.7.3.10 transfer, deal with or otherwise dispose of the Investment in such manner as the Investor shall direct and not sell, transfer, charge, encumber or otherwise deal with or dispose of the Investment except as expressly so directed;

5.7.3.11 if and when requested by the Investor certify that any transfer of the Investment executed by the Nominee does not constitute a change in the beneficial interest of the Investment, subject to reasonable evidence being produced to the Nominee that the transfer is completed in favour of the Investor or another nominee for the Investor; and

5.7.3.12 to notify the Investor in writing as soon as practicable upon receipt by the Nominee of all notices and documents whatsoever affecting or relating in any way to the Investment.

5.8 CPF Capital may not lend any Investments or title documentation to a third party or borrow against the security of such Investments or documents.

5.9 Amounts in respect of income received in relation to an Investment or proceeds received on realisation of an Investment by CPF Capital on behalf of the Investor may be applied by CPF Capital to satisfy any obligation of the Investor under the Contract (for example, CPF Capital’s contingent fee or any other fees and expenses, and such other obligations as set out in the Subscription Agreement).

5.10 In compliance with the SEC and FCA Rules, CPF Capital will:

5.10.1 in the event of a Posting investment, provide the Investor with the essential information in relation to the Investment promptly after it has executed such documents as are required to acquire the Investment on behalf of the Investor and, should the Investor request, any information about the status of the Investment during the transaction process; and

5.10.2 send the Investor a statement of the Investments it holds on their behalf at least once a year.

5.11 The Investor consents to receiving any statements, reports or information provided under this Condition 5 through the Platform or in any other written form including email.

6 Fees and Payment

6.1 Fees falling due to CPF Capital will be charged by CPF Capital on the Closing Date or may be deducted from the Subscription Monies, and/or income from or the proceeds of disposals of Investments as set out in this Condition 6 and where pursuant to the Subscription Agreement or any other agreement. In consideration of the supply of the Services by CPF Capital and its Associates, the Investor authorises CPF Capital to make such deductions (including for any VAT applicable to any supply of services by either CPF Capital or its Associates).

6.2 The fees to be charged by CPF Capital and its Associates for the Services, and the contingent fees to be charged by CPF Capital, are set out in other agreements.

6.3 CPF Capital shall charge the Investor contingent fees, if any, on disposal (or part disposal) of the Investment, if and as set out in any other agreements.

6.4 If another party fails to make any payment that is due to CPF Capital under the Contract by the due date for payment, then the defaulting party shall pay interest at a monthly rate of 2% above the base rate of the Central Bank on any fees not paid within a 14 (fourteen) day period. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount. This Condition 6.4 shall not apply to payments that the defaulting party disputes in good faith.

7 Distribution of Proceeds and Income

7.1 The income or proceeds from the disposal of an Investment will be paid directly to the Investor or may in the first instance be paid to an account as directed by CPF Capital, and shall then be distributed to the Investor after deduction of any fees or expenses due to CPF Capital as detailed in other agreements.

7.2 Any taxation which may become payable in relation to any Investment or the disposal thereof shall be the responsibility and liability of the Investor. For the avoidance of doubt, where an Investment ceases to be a tax-exempt-qualifying investment then the Investor shall be liable to account to the IRS for any tax liability and CPF Capital shall not in any way be liable to the Investor to account on behalf of the Investor for any sums due in respect thereof. However, should the IRS or another tax authority demand tax payments from CPF Capital in relation to the ostensible liabilities of the Investor, the Contract authorises CPF Capital to make the same, subject to full disclosure to the Investor before their making and affording the Investor such time as is reasonable in the circumstances to make representations to the tax authority concerning the obligation to pay the same.

8 Transfer of Interests

8.1 On the death or bankruptcy of the Investor, his or her personal representatives or trustee (as the case may be) shall become the “Investor” in his or her place and entitled to receive any distribution of monies under the Contract as the “Investor”.

8.2 On termination of the Contract, the Investments shall (unless otherwise agreed by the Investor) be transferred into the name of the Investor (as the underlying beneficial owner of the Investments) or to another nominee appointed by the Investor.

8.3 The Investor undertakes not to instruct a transfer in accordance with this Condition 8 without the prior written approval of CPF Capital.

8.4 Subject to Conditions 8.1 and 8.2, and except on the disposal of an Investment, no sale, assignment or transfer by the Investor of the underlying beneficial ownership of an Investment or any other rights hereunder shall be valid or effective and CPF Capital shall not recognise the same for the purposes of making distributions of monies in accordance with these Conditions or the maintenance of records.

9 Exclusivity

9.1 The Investor shall not during the term of the Contract appoint any person other than CPF Capital to perform the Services (or any part of them) in relation to the Investment.

10 Conflicts of Interest

10.1 CPF Capital may provide custodian, nominee, administrative or other services to any person and shall not in any circumstances be required to account to the Investor for any profits earned in connection therewith. In handling conflicts, CPF Capital represents and warrants that it will act in compliance with SEC and FCA Rules.

10.2 CPF Capital is required to establish, implement and maintain a conflicts of interest policy, which sets out the types of actual or potential conflicts of interest which may affect CPF Capital. A copy of this policy will be provided on request.

10.3 CPF Capital or any Associate may hold investments in any Investee Company.

11 Liability

11.1 In the event of any failure, interruption or delay in the performance of CPF Capital's (or its Associates’) obligations resulting from acts, events or circumstances not reasonably within its control (including but not limited to a Force Majeure Event, war, riot, civil commotion, terrorism or threat thereof, acts or regulations of any governmental or supranational bodies or authorities and breakdown, failure or malfunction of any telecommunications or computer service or systems), neither CPF Capital nor its Associate(s) shall be liable or have any responsibility of any kind for any loss or damage thereby incurred or suffered by the Investor.

11.2 CPF Capital shall not be liable for any defaults of any counterparty, agent, banker, nominee or other person or entity which holds money, investments or documents of title for any Investee Company, other than a party which is an Associate of CPF Capital.

11.3 Subject to Condition 11.4, CPF Capital shall have no liability to the Investor, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any loss of profit, or for any indirect or consequential loss arising under or in connection with the Contract.

11.4 Nothing in the Contract will operate to exclude or restrict CPF Capital’s liability for death or personal injury caused by its negligence, or the negligence of its employees, or subcontractors or its fraud, wilful default or fraudulent misrepresentation, or any liability which cannot be limited or excluded under the FCA Rules.

11.5 CPF Capital does not give any representation or warranty as to the performance of the Investee Companies. The Investor acknowledges that the Investee Companies are high-risk investments, being non-readily realisable investments. There is a restricted market for such Investments and it may therefore be difficult to sell the Investments or to obtain reliable information about their value. The Investor undertakes that they themselves have considered the suitability of the investment in each of the Investee Companies carefully and have noted the risk warnings set out on the Platform. CPF Capital shall not be responsible or liable to the Investor for the economic performance of the Investments.

11.6 CPF Capital shall have no liability to any Investor in respect of any Loss which arises from an Investment not qualifying for Tax Relief or ceasing to qualify for Tax Relief, where relevant.

12 Term and Termination

12.1 The Contract incorporating these Conditions shall commence on the Commencement Date and continue until such time as the Investment has been disposed of unless terminated earlier in accordance with this Condition 12.

12.2 CPF Capital’s appointment hereunder may be terminated:

12.2.1 by either the Investor or CPF Capital if CPF Capital ceases to be permitted by law or by a legal authority to perform the Services;

12.2.2 at any time by CPF Capital giving the Investor not less than three months’ written notice of its intention to terminate its provision of the Services under the Contract;

12.2.3 by the Investor notifying CPF Capital and receiving written consent from CPF Capital that he or she wishes to have all Investments transferred either into his or her name personally or to a different provider of custody, administration and nominee services;

12.2.4 by either the Investor or CPF Capital where CPF Capital is itself dissolved or discontinued; or

12.2.5 by either the Investor or CPF Capital if the other has committed a material breach of the Contract, has been requested to rectify it and has failed to do so within 10 (ten) Business Days of being so requested.

12.3 The Investor and CPF Capital undertake not to terminate the Services in accordance with Conditions 12.2.3 or 12.2.4 respectively without the prior written approval of CPF Capital.

12.4 Upon termination, unless an alternative provider of the Services ("Alternative Provider") can be found, the Investments shall be transferred into the Investor’s name or as the Investor may otherwise direct.

13 Consequences of Termination

13.1 On termination of the Contract pursuant to Condition 12, CPF Capital will use best efforts to transfer legal title to the Investor’s Investment expeditiously on the basis set out in these Conditions.

13.2 Where applicable, upon termination of the Contract CPF Capital will as soon as practicable deliver all documentation and any copies thereof relating to Investments in whatever form it is held to any Alternative Provider, save that copies of any documentation may be retained by CPF Capital where it is necessary in order to fulfil a regulatory or legal obligation to keep such records.

13.3 Upon termination of the Contract, the parties will as soon as practicable return or destroy (as directed by the supplying parties) all Confidential Information to the party which supplied such Confidential Information, subject to CPF Capital’s obligations to maintain records.

13.4 The provisions of Conditions 11, 14, 19 and 20, as well as any provisions of the Contract necessary to interpret the same, shall survive the termination of the Contract.

14 Confidentiality

14.1 Except as provided by Conditions 14.2 and 14.3, each Party shall at all times during the term of the Contract and after the termination or expiry of the Contract:

14.1.1 treat in confidence the other's Confidential Information and not disclose the other's Confidential Information to any other person; and

14.1.2 not use any Confidential Information for any purpose other than for the performance of its obligations under the Contract.

14.2 Any Confidential Information may be disclosed to another Party or to whose attention it comes (the “Recipient”) to:

14.2.1 any court, governmental or other authority or regulatory body;

14.2.2 any employees, agents, consultants or sub-contractors of the Recipient; or

14.2.3 the provider of Platform services (or any replacement provider of Platform services), and any authorised agent acting for either of them from time to time in relation to the matters with which the Contract is concerned, to such extent only as is necessary for the purposes contemplated by the Contract, or as is required by law, and subject in each case to the Recipient using its reasonable endeavours to ensure that the person to whom it discloses Confidential Information keeps the same confidential.

14.3 Subject to Condition 14.2, any Confidential Information may be used by the Recipient for any purpose, or disclosed by the Recipient to any other person, to the extent only that:

14.3.1 it is at the Commencement Date, or thereafter becomes, public knowledge through no fault of the Recipient (provided that in doing so the Recipient shall not disclose any Confidential Information which is not public knowledge); or

14.3.2 it can be shown by the Recipient, to the reasonable satisfaction of the disclosing Party, to have been known to the Recipient (other than as a result of a breach of confidence) prior to its being disclosed by the disclosing Party or otherwise coming to the attention of the Recipient under or in connection with the Contract.

14.4 Upon termination or expiry of the Contract, each Party shall ensure that all Confidential Information belonging to another Party (in whatever medium the same is recorded or held) is returned, deleted or destroyed according to the written instructions of the other Party, save that copies of any documentation may be retained by a Party where it is necessary in order to fulfil a regulatory or legal obligation to keep such records.

15 Force Majeure

15.1 Unless otherwise provided and subject to Condition 15.3 below, no Party shall be in default by reason of its failure to perform promptly any part of the Contract if and to the extent that such failure is due to a Force Majeure Event provided that it notifies the other Party of the nature and extent of the circumstances in question as soon as reasonably practicable in the circumstances.

15.2 For the purposes of this Condition 15, a "Force Majeure Event" shall mean any event or circumstance beyond the reasonable control of the affected Party including an act of God, explosion, revolution, insurrection, riot, civil commotion, war, national or local emergency, terrorist act, or threat thereof, act of government, strike, fire or flood, as well as any breakdown in or discontinuance or suspension of computer or communications systems which is beyond the reasonable control of the Party claiming to rely upon the Force Majeure Event in question.

15.3 If either Party is affected by a Force Majeure Event or Events, it shall use all reasonable endeavours to mitigate and/or eliminate the consequences of such Force Majeure Event or Events and inform the other Party of the steps which it is taking and proposes to take to do so.

15.4 If the affected Party is prevented by a Force Majeure Event from performance of its obligations for a continuous period in excess of 30 (thirty) days, the other Party may terminate the Contract forthwith, on service of written notice upon the affected Party, in which case no Party shall have any liability to the other, except rights and liabilities which accrued prior to such termination shall continue to subsist.

16 General

16.1 CPF Capital may assign the Contract in whole or in part and at its sole discretion to any Associate which is appropriately regulated to perform the services hereunder. In such circumstances, CPF Capital will notify the Investor of the assignment. The Contract is personal to the Investor and he or she may not assign it.

16.2 No omission or delay by any Party in exercising any right, power or privilege under the Contract shall operate as a waiver thereof, nor shall any partial exercise of any such right, power or privilege preclude any other or further exercise thereof or of any other right, power or privilege. The rights and remedies herein provided are cumulative with and are not exclusive of any other rights or remedies provided by law.

16.3 Nothing in the Contract shall be construed to create a partnership, agency or joint venture between the Parties.

16.4 A person who is not a Party to the Contract has no right under the Contracts (Right of Third Parties) Act 1999 to enforce any provision of the Contract.

16.5 The Contract and the documents referred to in it constitute the entire agreement between the parties relating to its subject matter and supersede all earlier meetings, any correspondences, or discussions or other agreements and understandings between the Parties that may have taken place prior to the Commencement Date.

16.6 If any term, condition or provision of the Contract shall be held to be invalid, unlawful or unenforceable to any extent, such term, condition or provision shall not affect the validity, legality or enforceability of the remainder of the Contract.

16.7 CPF Capital may amend the Contract with immediate effect if such amendment is necessary to comply with fiscal requirements or the SEC or FCA Rules.

17 Notices

17.1 Any notice, demand or other communication given or made in connection with the Contract shall be in writing and delivered either personally or by prepaid first-class post or transmitted by electronic mail to the address and contact details contained in the Subscription Agreement.

17.2 Such notice, demand or other communication delivered in accordance with Condition 17.1 shall be deemed to have been duly delivered if:

17.2.1 personally delivered, upon delivery at the address of the relevant party;

17.2.2 sent by first-class post, two Business Days after the date of posting; or

17.2.3 emailed, 60 minutes from the time of transmission, provided that such transmission has not elicited a postmaster or equivalent response from the recipient or its service provider to the effect that the email has failed for some reason specified therein to be delivered.

18 Complaints and Compensation

18.1 CPF Capital has established procedures in accordance with the SEC and FCA Rules for consideration of complaints. Details of these procedures are available upon request. Should the Investor have a complaint he or she should contact CPF Capital. If CPF Capital cannot resolve the complaint to the satisfaction of the Investor, the Investor may be entitled to refer it to the Financial Ombudsman Service. However, the Investor is warned that if he or she has been classified as a Professional Client, the Financial Ombudsman Service may consider him ineligible to complain.

18.2 CPF Capital participates in the Financial Services Compensation Scheme, which provides compensation to an eligible Investor in the event of a firm being unable to meet its liabilities to clients. Payments under the protected investment business scheme are limited to a maximum of the first $50,000 of the claim. Further information is available from CPF Capital. However, the Investor is warned that if he or she is classified as a Professional Client, he or she may not be eligible under the criteria of the Financial Services Compensation Scheme to participate, and is further warned that failure of an Investment to deliver a financial return is not a basis for a claim under the Financial Services Compensation Scheme in any event.

19 Data Protection Act 1998

19.1 CPF Capital represents and warrants to the Investor that it is appropriately registered under the Data Protection Act 1998 (the “DPA”) for all purposes related to the performance of its functions under the Contract, and further represents and warrants that it shall take all reasonable steps to maintain such registration and comply with all applicable data protection legislation for the duration of the Contract.

19.2 The personal data which has been provided by the Investor to CPF Capital will be held and may be used by CPF Capital for the purposes set out in or contemplated by the Contract. The Investor acknowledges that CPF Capital may also share the personal data with (or obtain other information about the Investor from) other organisations: (a) for legal or regulatory purposes; (b) in order to check the accuracy of the information which the Investor has provided; or (c) to detect or prevent crime. CPF Capital may continue to hold personal data about the Investor after termination of the Contract for legal, regulatory and audit purposes.

20 Governing Law and Jurisdiction

20.1 The Contract shall be governed by and construed in accordance with US law and the Parties agree to submit to the exclusive jurisdiction of the courts of New York.

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