Convex Capital

Terms & Conditions Acceptance 1. Any use by you of this web site or any other web site operated by or on behalf of Convex Capital Limited or its affiliates (together "Convex Capital") is conditional upon and subject to these terms and conditions. Ownership 2. The materials located on this web site (the "Content" or "Contents") including all real time and non-real time information and content, software programmes and all other design, text and images are owned, licensed or controlled by Convex Capital or the party credited as the provider of the Contents ("Third Party Provider"). 3. All trademarks and copyrights held by Convex Capital continue to be held by Convex Capital and may not be used by any other persons without express written agreement from the holders of such copyrights or trademarks. License 4. This web site is for your own personal use. You may not sell, copy, publish, distribute, modify, display, reproduce, either in hardcopy or in an electronic retrieval system, transmit, perform, broadcast, licence, rent, lease or create any derivative works from the Content or transfer any of the Content to any third person (including, without limitation, any person in your company or organisation) for any purpose whatsoever without the prior written consent of Convex Capital or the Third Party Provider of the Contents. Requests for such permission must be made in writing to Convex Capital, 1 Berkeley Street, Mayfair, London, W1J 8DJ. 5. Certain Third Party Providers may impose additional terms and conditions of use as set out in these terms and conditions and elsewhere on this web site and your use of Content from those Third Party Providers is subject to such terms and conditions of use. Disclaimers 6. The Contents are obtained from a number of sources which are believed to be reliable. However, due to human error and the inherent hazards of electronic distribution, there may be delays, omissions or inaccuracies in the Contents and they are provided to you on an "as is" basis without warranties of any kind. 7. The accuracy and completeness of documents and information relating to any company that is submitted to Convex Capital for inclusion on this web site is principally the responsibility of that company's directors. Neither Convex Capital nor any Third Party Provider is responsible for, nor do they undertake any steps to check, the accuracy of any information provided by any company on this web site. You should confirm to your own satisfaction the accuracy and completeness of any information prior to entering into any investment. 8. Convex Capital and the Third Party Providers and their respective affiliates, officers, directors, employees, agents and licensors cannot and do not make any warranties or representations of any kind. 9. Convex Capital and the Third Party Providers, and their respective affiliates, officers, directors, employees, agents and licensors disclaim to the fullest extent permitted by applicable law, with respect to this web site and the Contents all express, implied and statutory warranties of any kind to you and to any third party including warranties as to accuracy, timeliness, completeness, fitness for purpose, satisfactory quality, non-infringement, currentness, or any representations or warranties arising from usage or custom or trade or by operation of law. Convex Capital, the Third Party Providers and their respective affiliates, offices, directors, employees, agents and licensors assume no responsibility for the consequences of any errors or omissions in the content or otherwise relating to this web site. 10. Neither Convex Capital nor any Third Party Provider excludes liability for death or personal injury caused by the negligence of itself, its employees or agents, or for fraud. 11. Neither Convex Capital nor any Third Party Provider nor any of their respective affiliates, offices, directors, employees, agents and licensors shall have liability for any losses or damages which may be suffered whether the same are suffered directly or indirectly or are immediate or consequential, which are (i) special damage, even where the party seeking redress is aware of the circumstances in which such special damage could arise or (ii) loss of profits, anticipated savings, business opportunity or goodwill or (iii) loss of data. 12. The responsibility for a prospectus and its compliance with the Public Offer of Securities Regulations 1995 remains with the issuer (or offeror) of securities, its directors and those persons names in the prospectus. Convex Capital accepts no responsibility or liability in relation to such documents, except for where otherwise expressed. Important warning 13. Neither Convex Capital nor any Third Party Providers nor any of their respective affiliates, offices, directors, employees, agents and licensors makes or has made any recommendation regarding any of the securities issued by any of the companies identified on this web site. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific information, index, report, opinion, advice, security or other Content. 14. No Content should be regarded as recommendation that any investment is suitable for a particular investor or for a particular purpose. The price of any securities mentioned within the Content and the income derived from them may go down as well as up and any past performance figures shown are not indicative of future performance. 15. Nothing contained with the Contents constitutes tax advice. Tax levels and reliefs may change from time to time and will depend on individual circumstances. 16. Convex Capital is regulated by the Institute of Chartered Accountants of England and Wales. However, the contents of any promotions may not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000. Reliance on any such promotion for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested. Any documents (unless otherwise stated) are delivered to interested parties on the understanding that they are exempt from the general restriction (in section 21 of the Financial Markets and Securities Act 2000 (“FM&S Act 2000”)) on the communication of invitations or inducements to engage in investment activity on the grounds that it is made to either a certified high net worth individual, a certified high net worth investor or to other corporate bodies that are exempt on the basis of Section 21 of the FM&S Act 2000. If you as the interested party believe that any document is not exempt for the purpose as intended then please return the document immediately. As detailed in The Financial Services and Markets Act 2000 (Miscellaneous Amendments) Order 2005 an individual can certify them self as being a high net worth individual (“HNWI”) or a high net worth investor (“HNWIN”). In order to qualify as a HNWI you must: (a) During the financial year immediately preceding the date the first communication with regards to an investment proposition being received, have an annual income to the value of £100,000 or more; (b) Have held, throughout the financial year immediately preceding the date the first communication with regards to the investment proposition, net assets to the value of £250,000 or more. Net assets for these purposes do not include: (i) the property which is your primary residence or any loan secured on that residence; (ii) any rights of yours under a qualifying contract of insurance within the meaning of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001; or (iii) any benefits (in the form of pensions or otherwise) which are payable on the termination of your service or on your death or retirement and to which you are (or your dependants are), or may be, entitled. In order to qualify as a HNWIN at least one of the following must apply: (a) You must have been a member of a network or syndicate of business angels and have been so for at least the last six months prior to the date of the first communication with regards to an investment proposition; (b) Have made more than one investment in an unlisted company in the two years prior to the first communication with regards to an investment proposition being received; (i) Be working, or have worked in the two years prior to the date of the first communication with regards to an investment being received, in a professional capacity in the private equity sector, or in the provision of finance for small and medium enterprises; (ii) Currently, or have been in the two years prior to the date of the first communication with regards to an investment proposition, a director of a company with an annual turnover of at least £1 million. Investment in new businesses carries high risks, as well as the possibility of high rewards. It is highly speculative and potential investors should be aware that no established market exists for the trading of shares in private companies. It may be difficult to sell your investment, or to get accurate information about how much it is worth or how risky it is. Before investing in any proposal, you are strongly advised to verify all material facts stated and opinions held and to take advice from a person appropriately authorised under the FM&S Act 2000 who specialises in advising on investment of this kind. Any person who wishes to receive further detailed information on any investment opportunities will be required to certify that they are exempt from the general restriction (in section 21 of the Financial Markets and Securities Act 2000 (“FM&S Act 2000”)) on the communication of invitations or inducements to engage in investment activity on the grounds that it is made to either a certified high net worth individual, a certified high net worth investor or to other corporate bodies that are exempt on the basis of Section 21 of the FM&S Act 2000. This process will be documented and records kept. 17. The accuracy and completeness of documents and information relating to any company that is submitted to Convex Capital for inclusion on this web site is principally the responsibility of that company's directors. Neither Convex Capital nor any Third Party Provider is responsible for, nor do they undertake any steps to check, the accuracy of any information provided by any company on this web site. You should confirm to your own satisfaction the accuracy and completeness of any information prior to entering into any investment. Links 18. Convex Capital may from time to time provide links from this web site which will be provided for your convenience. Should you leave this web site via a link contained in it, the content that you view therein is not provided by Convex Capital. Convex Capital is not responsible for, nor has it developed or reviewed the contents of those web sites. Convex Capital makes no guarantees, representations or warranties as to, and shall have no liability for, any electronic content delivered by any third party, including, without limitation, the accuracy, subject matter, quality or timeliness of any electronic content. 19. Convex Capital prohibits caching, unauthorised hypertext links to this web site and the framing of any Content through this web site. Convex Capital reserves the right to disable any unauthorised links or frames and disclaims any responsibility for the content available on any other site reached by links to or from this web site. Miscellaneous 20. Convex Capital reserves the right to revise these terms and conditions of use at any time and users are deemed to be aware of and bound by any changes to these terms and conditions upon publication on our web site. 21. Convex Capital reserves the right to seek all remedies available at law for breaches of these terms and conditions of use, including the time to deny access from a particular internet address to this web site.

Terms & Conditions

Acceptance

1. Any use by you of this web site or any other web site operated by or on behalf of Convex Capital Limited or its affiliates (together "Convex Capital") is conditional upon and subject to these terms and conditions.

Ownership

2. The materials located on this web site (the "Content" or "Contents") including all real time and non-real time information and content, software programmes and all other design, text and images are owned, licensed or controlled by Convex Capital or the party credited as the provider of the Contents ("Third Party Provider").

3. All trademarks and copyrights held by Convex Capital continue to be held by Convex Capital and may not be used by any other persons without express written agreement from the holders of such copyrights or trademarks.

License

4. This web site is for your own personal use. You may not sell, copy, publish, distribute, modify, display, reproduce, either in hardcopy or in an electronic retrieval system, transmit, perform, broadcast, licence, rent, lease or create any derivative works from the Content or transfer any of the Content to any third person (including, without limitation, any person in your company or organisation) for any purpose whatsoever without the prior written consent of Convex Capital or the Third Party Provider of the Contents. Requests for such permission must be made in writing to Convex Capital, 1 Berkeley Street, Mayfair, London, W1J 8DJ.

5. Certain Third Party Providers may impose additional terms and conditions of use as set out in these terms and conditions and elsewhere on this web site and your use of Content from those Third Party Providers is subject to such terms and conditions of use.

Disclaimers

6. The Contents are obtained from a number of sources which are believed to be reliable. However, due to human error and the inherent hazards of electronic distribution, there may be delays, omissions or inaccuracies in the Contents and they are provided to you on an "as is" basis without warranties of any kind.

7. The accuracy and completeness of documents and information relating to any company that is submitted to Convex Capital for inclusion on this web site is principally the responsibility of that company's directors. Neither Convex Capital nor any Third Party Provider is responsible for, nor do they undertake any steps to check, the accuracy of any information provided by any company on this web site. You should confirm to your own satisfaction the accuracy and completeness of any information prior to entering into any investment.

8. Convex Capital and the Third Party Providers and their respective affiliates, officers, directors, employees, agents and licensors cannot and do not make any warranties or representations of any kind.

9. Convex Capital and the Third Party Providers, and their respective affiliates, officers, directors, employees, agents and licensors disclaim to the fullest extent permitted by applicable law, with respect to this web site and the Contents all express, implied and statutory warranties of any kind to you and to any third party including warranties as to accuracy, timeliness, completeness, fitness for purpose, satisfactory quality, non-infringement, currentness, or any representations or warranties arising from usage or custom or trade or by operation of law. Convex Capital, the Third Party Providers and their respective affiliates, offices, directors, employees, agents and licensors assume no responsibility for the consequences of any errors or omissions in the content or otherwise relating to this web site.

10. Neither Convex Capital nor any Third Party Provider excludes liability for death or personal injury caused by the negligence of itself, its employees or agents, or for fraud.

11. Neither Convex Capital nor any Third Party Provider nor any of their respective affiliates, offices, directors, employees, agents and licensors shall have liability for any losses or damages which may be suffered whether the same are suffered directly or indirectly or are immediate or consequential, which are (i) special damage, even where the party seeking redress is aware of the circumstances in which such special damage could arise or (ii) loss of profits, anticipated savings, business opportunity or goodwill or (iii) loss of data.

12. The responsibility for a prospectus and its compliance with the Public Offer of Securities Regulations 1995 remains with the issuer (or offeror) of securities, its directors and those persons names in the prospectus. Convex Capital accepts no responsibility or liability in relation to such documents, except for where otherwise expressed.

Important warning

13. Neither Convex Capital nor any Third Party Providers nor any of their respective affiliates, offices, directors, employees, agents and licensors makes or has made any recommendation regarding any of the securities issued by any of the companies identified on this web site. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific information, index, report, opinion, advice, security or other Content.

14. No Content should be regarded as recommendation that any investment is suitable for a particular investor or for a particular purpose. The price of any securities mentioned within the Content and the income derived from them may go down as well as up and any past performance figures shown are not indicative of future performance.

15. Nothing contained with the Contents constitutes tax advice. Tax levels and reliefs may change from time to time and will depend on individual circumstances.

16. Convex Capital is regulated by the Institute of Chartered Accountants of England and Wales. However, the contents of any promotions may not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000. Reliance on any such promotion for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested.

Any documents (unless otherwise stated) are delivered to interested parties on the understanding that they are exempt from the general restriction (in section 21 of the Financial Markets and Securities Act 2000 (“FM&S Act 2000”)) on the communication of invitations or inducements to engage in investment activity on the grounds that it is made to either a certified high net worth individual, a certified high net worth investor or to other corporate bodies that are exempt on the basis of Section 21 of the FM&S Act 2000. If you as the interested party believe that any document is not exempt for the purpose as intended then please return the document immediately.

As detailed in The Financial Services and Markets Act 2000 (Miscellaneous Amendments) Order 2005 an individual can certify them self as being a high net worth individual (“HNWI”) or a high net worth investor (“HNWIN”).

In order to qualify as a HNWI you must:

(a) During the financial year immediately preceding the date the first communication with regards to an investment proposition being received, have an annual income to the value of £100,000 or more;

(b) Have held, throughout the financial year immediately preceding the date the first communication with regards to the investment proposition, net assets to the value of £250,000 or more. Net assets for these purposes do not include:

(i) the property which is your primary residence or any loan secured on that residence;

(ii) any rights of yours under a qualifying contract of insurance within the meaning of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001; or

(iii) any benefits (in the form of pensions or otherwise) which are payable on the termination of your service or on your death or retirement and to which you are (or your dependants are), or may be, entitled.

In order to qualify as a HNWIN at least one of the following must apply:

(a) You must have been a member of a network or syndicate of business angels and have been so for at least the last six months prior to the date of the first communication with regards to an investment proposition;

(b) Have made more than one investment in an unlisted company in the two years prior to the first communication with regards to an investment proposition being received;

(i) Be working, or have worked in the two years prior to the date of the first communication with regards to an investment being received, in a professional capacity in the private equity sector, or in the provision of finance for small and medium enterprises;

(ii) Currently, or have been in the two years prior to the date of the first communication with regards to an investment proposition, a director of a company with an annual turnover of at least £1 million.

Investment in new businesses carries high risks, as well as the possibility of high rewards. It is highly speculative and potential investors should be aware that no established market exists for the trading of shares in private companies. It may be difficult to sell your investment, or to get accurate information about how much it is worth or how risky it is. Before investing in any proposal, you are strongly advised to verify all material facts stated and opinions held and to take advice from a person appropriately authorised under the FM&S Act 2000 who specialises in advising on investment of this kind.

Any person who wishes to receive further detailed information on any investment opportunities will be required to certify that they are exempt from the general restriction (in section 21 of the Financial Markets and Securities Act 2000 (“FM&S Act 2000”)) on the communication of invitations or inducements to engage in investment activity on the grounds that it is made to either a certified high net worth individual, a certified high net worth investor or to other corporate bodies that are exempt on the basis of Section 21 of the FM&S Act 2000. This process will be documented and records kept.

17. The accuracy and completeness of documents and information relating to any company that is submitted to Convex Capital for inclusion on this web site is principally the responsibility of that company's directors. Neither Convex Capital nor any Third Party Provider is responsible for, nor do they undertake any steps to check, the accuracy of any information provided by any company on this web site. You should confirm to your own satisfaction the accuracy and completeness of any information prior to entering into any investment.

Links

18. Convex Capital may from time to time provide links from this web site which will be provided for your convenience. Should you leave this web site via a link contained in it, the content that you view therein is not provided by Convex Capital. Convex Capital is not responsible for, nor has it developed or reviewed the contents of those web sites. Convex Capital makes no guarantees, representations or warranties as to, and shall have no liability for, any electronic content delivered by any third party, including, without limitation, the accuracy, subject matter, quality or timeliness of any electronic content.

19. Convex Capital prohibits caching, unauthorised hypertext links to this web site and the framing of any Content through this web site. Convex Capital reserves the right to disable any unauthorised links or frames and disclaims any responsibility for the content available on any other site reached by links to or from this web site.

Miscellaneous

20. Convex Capital reserves the right to revise these terms and conditions of use at any time and users are deemed to be aware of and bound by any changes to these terms and conditions upon publication on our web site.

21. Convex Capital reserves the right to seek all remedies available at law for breaches of these terms and conditions of use, including the time to deny access from a particular internet address to this web site.