INVESTMENT MEMORANDUM

REV 75 May 2016Controller: GA

MunioCapital

FCA WARNING NOTICEThe investments being offered are not FCA regulated investment products.

The Financial Conduct Authority requires that this offer must only be directed at the following groups of people:

a) CertifiedHighNetWorthIndividuals

b) Sophisticated Investors

c) Self-CertifiedSophisticatedInvestors

Before the company will accept your money and issue the instrument to you, you will be required to confirmyourstatus.Thecompanywillbeentitledtorelyonthisstatementasbeingtruthful.

ThisdocumentisnotaprospectusasdefinedintheProspectusRulesandhas,therefore,notbeenpreparedinaccordancewiththeProspectusRules.

By agreeing to take up these investments, you or your clients, will not be eligible for regulatory protection and you may lose the capital you have invested. This investment falls outside the Financial Services Compensation Scheme.

Investors with particular cash flow needs or requirements that are unsuited to a long-terminvestment of this kind should note that there are limited redemption opportunities and there may be no secondary market for these instruments. If this applies to you, you should seek the advice of your investment advisor before considering this investment.

Munio Capital is a UK based Limited Company specialising in the global loan markets with their primary focus being the international Peer to Peer, Payday Loan and Pawnbroking sectors.

Over the past 5 years both of these business models have seen massive global expansion, and with evermore lenders entering themarketplace theneed for financing is at an all timehigh. Thehighrates of return synonymous with these industries and the ever increasing need for loans by the general population has given Munio Capital the opportunity to fund various loan enterprises on an international basis.Withsuchhighbusinesssectorgrowthrates,MunioCapitalhasbeenfortunatelyplacedtotaketime to evaluate the more technologically advanced, ethical and well-administered companies to partner with. Therefore excellent synergistic relationships have been cultivated between The Company and its corporate borrowers.

Duetothealmost infiniterequirementoffunding intosuchamarketplace,MunioCapital isuniquelyplaced to loan capital to the Peer to Peer industry and receive above average rates of return,withminimal risk. The transparent and easy to understand structure allows hedge funds, private investors, banks and pensions schemes to participate in the sector with the minimum of documentation and legal process.

Munio Capital works closely with many of the major multinational insurance companies, and in terms of Munio Capital’s association with the lending industry, it maintains relationships with the world’s leading providers of trade related insurance solutions. 100% of the investment raised is used towards the investmentandassuchMunioonlymakesaprofitonamonthlybasisinexactlythesamewayourclientsdo. So it is in our best interest to be strictly diligent while protecting the funds. In broad terms, and in the majority of cases, 95% of all utilised capital is fully insured against fraud, forgery, I.T. failure, counterfeit documentation, electronic, digital and facsimile false communication and a host of other banking, fund management and allied industry risks.

Inaddition95%ofcapitalisinsuredagainstbusinessmodelfailure.Pleaseseecontractualdocumentationfor further details.

Furthermore, Munio maintains a real time reporting system with its corporate lending partners allowing Munio Capital’s administration team to monitor the capital loaned all the way through to the end consumer. The loaned funds will then be placed into the Munio Capital Escrow account ready for disbursement to the lender. Munio Capital adheres to all regulations, guidelines and restrictions set out by each regulatory body in association with this program and maintains high standards of professionalism at all times.

1. IMPORTANT INFORMATION

2. SUMMARY OFFERING

3. DIRECTORS AND ADVISORS

4. DEFINITIONS

5. THE COMPANY’S PROPOSED BUSINESS AND APPLICATION OF FUNDS

6. THE OFFERING IN DETAIL

7. INSURANCE

8. RISK FACTORS

9. OTHER RELEVANT INFORMATION

10. FREQUENTLY ASKED QUESTIONS

11. TERMS AND DETAILS OF THE BOND

CONTENTS

IMPORTANT INFORMATION

By agreeing to receive this promotion you agree that you are entitled to receive such promotions without it being issued by, or approved by, an authorised person under section 21 of the Financial Services Markets Act.

By agreeing to receive this promotion we assume youaresuitablyqualifiedandexperiencedtomakeinvestment decisions, including whether or not this promotion is suitable for you or your clients.

This document (“Investment Memorandum” or “Document”) constitutes an invitation to subscribe for bonds (“Bonds”) issued by Munio Capital Limited (“Munio” or “Company”) on the terms and conditions set out in this Investment Memorandum. Investors should not subscribe for any Bonds referred to in this Investment Memorandum, except on the basis of the information published herein.

This document is prepared by Incorporatii Limited on behalf of Munio. They do, however, not accept legal liability for the contents. Legal liability vests in the directors of the Company.

TheCompanyisregisteredinEnglandandWalesand established under English Law. The company was incorporated on 21 July 2015 and has registration number 09696045.

Your attention is drawn to the relevant section of this document, which sets out certain risk factors relating to any investment in the Company. All statements regarding the Company’s business, financialpositionandprospectsshouldbeviewedin the light of the risk factors.

The bonds will be secured debt of the Company and subject to the terms set out in this document, they are not negotiable on the regulated capital markets or stock exchanges.

The Company and the Bonds offered are not, nor is there any proposal that they will be, listed on any stock exchange or other regulated market. The Bonds will rank pari passu without any preference among themselves and will rank pari passu with other secured debt of the Company.

The Bonds are a debt of the Company secured under a debenture held by the Security Trustee constitutingafixedandfloatingchargeagainstalltheassetsofthecompany.However,therecanbeno guarantee that any realisation of such assets throughout the enforcement of such security will besufficienttoenabletheCompanytorepaytheBonds or the Company’s liabilities thereunder.

RISK WARNINGS CONCERNING THIS INVESTMENT MEMORANDUM

An investment in the Bond involves a degree of risk and may not be suitable for all recipients of thisDocument.Prospectiveinvestorsand/ortheiradvisors and agents should consider carefully whether an investment in the Bond is suitable for them in the light of their circumstances and the financial resources available to them. Yourattention is drawn to the section entitled “Risk Factors” in this Document.

This Document assumes you have a clear understanding of investments of this type and is provided solely for the use of prospective investors with regard to evaluating the Bond. Nothing in this Document constitutes investment, legal, accounting or tax advice or a representation that any investment strategy is suitable, or appropriate, to your individual circumstances or otherwise constitutes a personal recommendation to you.

The Document does not constitute an offer to sell securities or debt in circumstances in which such an offer or solicitation is unlawful. The distribution of the Document and the provision of the Bond in certain jurisdictions may be restricted by law. Persons into whose possession this Documentcomes are required by the Company to inform themselves about and to observe any such restrictions.

This Document is intended only for the person to whom it is provided by the Company. It may not be reproduced either in whole or in part, without written permission.

Neither this Document nor any copy thereof may be sent or taken into the United States, Canada, Australia, Japan, South Africa or Singapore or distributed in these countries or to persons who are residents in these countries or in other jurisdictions where such distribution may be restricted by local law or regulation.

The Company reserves the right to reject any offer from a prospective investor to buy Bonds in whole, or in part, at its sole discretion for any reason. The Company has no legal or moral obligation to enter into any correspondence with any prospective bondholder should the Company exercise their right to reject an offer.

The company specifically reserves the right todetermine or alter the date upon which the Bond is provided as set out in the Document or otherwise.

In making an investment decision, investors or their agents must rely on their own examination of the Company and the terms of the Bond, including themeritsandrisks involved.Potential investorsshould inform themselves as to the possible tax consequences, the legal requirements and any foreign exchange restrictions or exchange control requirements which they may encounter under thelawsofthecountriesoftheirregisteredoffice,residence or domicile and which might be relevant to the subsequent holding or disposal of the Bonds.

No person is, or has been, authorised in connection with the Bond to give any information or take any representation other than as contained in this Document and if given or made such information or representation may not be relied upon as having been authorised by the Company.

The Directors have determined that, due to the nature of the risks factors of investing in the Company, which are outlined in the relevant section of this Investment Memorandum, promotion of the Company in the United Kingdom (“UK”) should be restricted in accordance with the Financial Services and Markets Act 2000 (“FSMA”).

Circulation of this Investment Memorandum is, therefore, limited to restricted categories of recipients, namely, persons who fall within the categories of persons set out in the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, Part VI, as amended,which includes the following categories of persons or legal entities:

a) Investment professionals

b) Personsinthebusinessofplacingpromotionalmaterial

c) Persons in the business of disseminatinginformation

d) CertifiedHighNetWorthIndividuals

e) HighNetWorthCompaniesandotherbodiescorporate

f) Sophisticated Investors and Self-CertifiedSophisticated Investors

g) AssociationsofHighNetWorthIndividuals

Consequently, this Investment Memorandum may only be issued to persons to whom investments of the type outlined herein can be marketed without contravening the FSMA or the Conduct of Business Sourcebook, which forms part of the Handbookof Rules and Guidance issued by the Financial Conduct Authority.

Transmission of this Investment Memorandum to any other person in the UK is unauthorised and would contravene the FSMA. Furthermore, these restricted categories of recipients are advised that theymaynothavethebenefitofinvestorprotectionfrom the Financial Services Compensation Scheme, or the Financial Ombudsman Service, or any other protection afforded by the FSMA, or the rules and regulations made therein.

JURISDICTIONAL VALIDITY

This Investment Memorandum does not constitute an offer, or the solicitation of an offer, to subscribe for, buy or provide debt, to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation.

In particular, this Investment Memorandum is not for distribution in or into the United States of America, Canada, Australia, Japan, South Africa or Singapore. Accordingly, the Bond may not, subject to certain exceptions, be offered directly or indirectly in or into the United States of America, Canada, Australia, Japan, South Africa or Singapore or a citizen of these countries.

CONFIDENTIALITY

This Investment Memorandum is being furnished on a confidential basis for the sole purpose ofgiving the recipient the opportunity to consider an offering from the Company. It may not be used for any other purpose.

TOTALITY

The whole text of this Investment Memorandum should be read in conjunction with the accompanying Application Form relating to the Bond. The attention of investors is drawn in particular to ‘Risk Factors’ set out in the relevant section of this Investment Memorandum.

RELIABILITY

This Investment Memorandum has been compiled from sources believed to be reliable. However,the Company does not guarantee the accuracy or completeness of such information. Statements in this Investment Memorandum are made as of the date of this Investment Memorandum, unless stated otherwise, and neither the delivery of this Investment Memorandum at any time, nor any sale hereunder, shall under any circumstances create an implication that the information contained herein is correct as at any subsequent date.

ESTIMATES AND PROJECTIONS

Certain statements in this Investment Memorandum are based on management’s current beliefs and assumptions. Such statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company, or the industry, to differ materially from those expected or implied. There can be no assurance that:

a) the Company has correctly measured or identifiedallofthefactorsaffectingitsbusinessor the extent of their likely impact;

b) publicly available information relating to the factors on which the Company’s analysis is based is complete or accurate;

c) the Company’s analysis is correct; or

d) the Company’s strategy, which is based in part on this analysis, will be successful.

DIRECTORS’ RESPONSIBILITY

The Directors, whose names appear in the relevant section dealing with Directors and Advisors, accept responsibility for the information contained in this Investment Memorandum. To the best of their knowledge and belief the information contained in this Investment Memorandum is in accordance with the facts and does not omit anything likely to affect the importance of such information.

SUMMARY OFFERINGMunio Capital Limited (“The Company”) is registered and doing business in the United Kingdom. The Company’s business is to provide liquidity and funding to a regulated peer-to-peer lender in the United States of America.

TheCompanyisofferingsecuredfive-yearinvestmentbondsatafixedannualinterestrateof9.85%withinterest calculated and paid quarterly. The interest payment date will be determined by the following: when the principal is transferred to Munio it will be held for 11 days and then entered into the market. AtthispointtheBondCertificatewillissuedandinterestpaid10-daysaftereach91-daycycle.

TheCompanywillacceptinvestments(Placing)withaminimumsubscriptionof£5,000or$5,000(USD)or €5,000.

DIRECTORS AND ADVISORS

DIRECTORS

GaryWilliamson JamesWilliams-Ward

ADVISORS

Company Secretary: AccountingWorxSecretariesLimited

Security Trustee: JadeStateWealthLimited

Auditors: StokeHenleyLLP

DEFINITIONSThe following definitions shall apply throughout this Investment Memorandum unless the context otherwise requires:

‘Aggregate Nominal Amount’in respect of the Bonds on issue at any time, the aggregate principal amount of the Bonds outstanding at that time and / or all accrued and unpaid interestthereon;

‘Application Form(s)’the application form(s) to be used in connection with the subscription of Bonds attached to this Investment Memorandum;

‘Audit Year’means a period of 12 months from each 1 August, with thefirstperiodendingon31July2016andforwhichtheCompany will prepare audited accounts;

‘Authorised Person’has the meaning given to it in the Financial Services and Markets Act 2000;

‘Bond(s)’uptoamaximumof£10,000,000ofdebt;

‘Bond Registrar’AccountingWorxLimitedoritssuccessorintitle;

‘Bond Register’shall be the official register of all Holders and theRegistration information. It shall be maintained by the Bond Registrar;

‘CGT’capital gains tax;

‘Closing Date’12-noon on the closing date stated in the Application FormoronsuchlaterdateasthePlacingmayclose;

‘Company’Munio Capital Limited;

‘Coupon’the Fixed Coupon at 9.85% per annum calculatedand paid quarterly on the last day of each April, July, October, January;

‘Directors or Board’the directors of the Company as recorded in the Register of Directors from time to time;

‘Document’this Investment Memorandum and the accompanying application form;

‘Escrow Agent’meansAccountingWorxLimitedoritssuccessorintitle;

‘Existing Shares’the shares in issue as at the date of this Investment Memorandum;

‘Fixed Coupon’the9.85%perannumpaidbytheCompanyforeachfullyear up to the respective Maturity Date;

‘FSMA’Financial Services & Markets Act 2000;

‘He/Him/Himself’the use of male terminology is intended to represent either gender;

‘Holder or Bondholder’the individual or body corporate who, from time to time, is registered as the legitimate and lawful owner of the Bond;

‘Investment Memorandum’this Investment Memorandum;

‘Instrument’means any formally executed written document attributed to its author that records and formally expresses a legally enforceable act, process or contractual duty, obligation or right and therefore evidences that act process or agreement as it is read in context of this document;

‘Investor(s)’person(s) or bodies corporate who apply for Bonds under thePlacing;

‘Interest Dates’shall mean the dates on which the company shall pay interest to the Investor.Where such dates are not anormal working day in the UK, the Interest Date shall be the next usual working day;

‘Maturity Date’thedatewhichisfiveyearsaftertheissueofeachBond,upon which date the principal of the Bonds will be repaid;

‘Maximum Placing’the raisingofamaximumof£10,000,000debt,beingthe maximum amount of Bonds issued;

‘Medium to long-term investment’fiveyearsorlonger;

‘Munio’means Munio Capital Limited;

‘Placing’theconditionalPlacingoftheBonds;

‘Placing Price’The sum paid by the prospective bondholder in connection with the subscription subject to a minimum of£5,000or$5,000(USD)or€5,000;

‘Receiving Agent’AccountingWorxLimitedoritssuccessorintitle;

‘Registration’means the issuing of the Bond and recording of the Holder in to theRegister of Bondholders by theBondRegistrar;

‘SDRT’Stamp Duty Reserve Tax;

‘Security’the security created by the Security Document;

‘Security Document’a debenture being fixed and floating charge over theassets of the Company granted to the Security Trustee;

‘Security Trustee’Jade State Wealth Limited, its successor in title orsuch other person as is appointed as Trustee under the Security Trust Deed;

‘Security Trust Deed’the deed by which the Security Trustee is appointed to holdtheSecurityforthebenefitoftheBondholdersonthe terms set out in that deed;

‘Shareholder’the individuals and companies that are registered as holdersofOrdinarySharespriortothePlacing;

‘Special Resolution’meansaresolutionpassedatameetingoftheHoldersduly convened and held in accordance with the provisions of this instrument and carried by a majority consisting of not less than 75% of the persons voting at such meeting upon a show of hands or, if a poll is demanded, by a majority consisting of not less than 75% of the votes given on such a poll;

‘Term’means 5-years from the date of Registration;

‘UK’the United Kingdom;

‘United States or USA’the United States of America;

‘Underlying Assets’theassetsthatcomprisetheinvestmentsand/orassetsselected and held by the Company whether they are tangible or intangible, including loans advanced and held as assets in the Company in keeping with general accounting practice.

THE COMPANY’S CURRENT AND PROPOSED BUSINESS AND APPLICATION OF FUNDS

THE BUSINESS MODEL AND APPLICATION OF FUNDS

PEER-TO-PEER LOANS

A peer-to-peer loan is a small, short-term, unsecured loan that is intended to cover a borrower’s expenses until their next payday. The loans are sometimes referred to as cash advances.

Application is via the Internet, with loans typically structured with a two-week duration or based on the period up to the client’s next payday.

Within theUSA thepeer-to-peer loan industry isa widely used, short-term solution for lending and borrowing. The loans are very quick to process for first time clients and even faster for existingclients, making this hassle free for the applicant. The simplicity of this application process is one of the reasons why the peer-to-peer loan business has grown at such a rapid rate.

Even with the recent reduction in peer-to-peer lending stores, the industry is still widespread and pervasivein33states.DatafromtheindustryandstateregulatorsshowthatthePeer-to-PeerLoanindustryisthrivingandhighlyprofitable.

The interest charges applied to these short term loans are fairly high; this is due to the fact that the client provides no security and the risk of default by the borrower is high.

Interest rates can range anywhere from 5% per week to as high 40% per week depending on the lender. Many lenders set interest rates in line with market conditions, state laws and their own cost of borrowing.

POTENTIAL MARKET

Within the US the data indicates that there is ahigh proportion of serial borrowers who take out multiple loans each year. As a loan ends its term there is a tendency for many of these borrowers to take out a new loan; a trend known as a loan ‘rollover’.

A key difference between the US and UK demographic is that many US households do not have bank accounts and it is these households who make up the target market for the US peer-to-peer loan industry. This is in contrast to the UK where the lending market requires an applicant to have a bank account.

Research also suggests that US borrowers are much more likely to be on the poverty line than those in the UK, and are more likely to be in permanent need of borrowed funds. This is especially the case with young American families.

The US does not have a national law equivalent to the UK Consumer Credit Act 1974 and peer-to-peer loans are still largely determined by the State Law. The exception is a federal law which became effective on 1 October 2007 that caps lending to military personnel at a maximum of 36 percentAPR. In theUKborrowers are protectedbythe Consumer Credit Act 1974 and peer-to-peer lendersareregulatedbytheOfficeofFairTrading.

KEY STAFF

Gary Williamson

GaryWilliamson isManagingDirector ofMunio Capital Ltd. He is a results driven professionalwithextensive experience in financial management. Gary brings a wealth of expertise to Munio and anentrepreneurial instinct and focus that has assisted numerous multinationals to achieve continuous growth.

Garystartedhisprofessionalmanagerial career in1981within the retail automotive industrywherehefulfilledawiderangeofadministrativeandnetworkingspecialistrolesandwasdistinguishedbyhispassion for business, focus on collaborative team building and his commitment to meeting customer and market demands.

In 2002 Gary joined a small, London based, property investment team where he combined his wide-ranging expertise in strategic planning with project and property development. In 2006 Gary accepted the positionofSeniorInvestmentAdvisoratSelectSidePropertywherehisengagingstyleallowedhimtoconvey key concepts in business and property development with an emphasis on revenue generation andprofitability.Gary’sresponsibilitiesincludedensuringthatduediligencewasexecutedpriortoanyinvestment being made in new property developments and the creation of on-going macro-budget and ROIprofitforecasts.

James Williams-Ward

JamesWilliams-Wardhasover30yearsexperienceinBusinessandMarketingincludinganumberofyears running his own consultancy business where he worked with small and medium sized enterprises.

HehasheldseniormarketingrolesinanumberofUKbusinesseswhereheworkedwiththeDirectorateon business and marketing strategy, client retention, public relations and business communications planning. In these roles he helped the companies maintain market awareness and develop market share.

At Munio, James will work closely with the directorate and business advisors to develop business strategy, undertake corporate planning and maintain regular liaison with our Regulatory Advisors.

HeisacommittedandtenaciousbusinessprofessionalwithaMastersinBusinessAdministrationfromHenleyManagementCollegeandisamemberoftheCharteredInstituteofMarketing,holdingCharteredMarketer status.

WORKING CAPITAL AND ADMINISTRATION BUDGET

The directors are of the opinion that, having made due and careful enquiry and having regard to the investmentproceedsreceivedunderthePlacing,theworking capital available to the Company will, from receiptbesufficientfor itspresentrequirements.No guarantee for the anticipated performance can be given, as the Company is engaged in a business withanumberofrisks.Pleaserefertothesectiondealing with risk factors.

The total administration budget anticipated by the directors will be paid by Munio Capital Limited from the investment proceeds. This includes commissions, professional fees, director’s remuneration, insurances and sundry operating costs. The costs are expected to be 15% of the funds raised.

INVESTMENT FORECAST

Asanexample,aBondholderwhoinvests£10,000in purchasing Munio Capital Bonds should expect to receive the following investment return:

Year Gross Less Tax

Year 1 £985 £788

Year 2 £985 £788

Year 3 £985 £788

Year 4 £985 £788

Year 5 £985 £788

Total £4,925 £3,940

Capital Repaid £10,000 £0 (at the end of year 5)

SUMMARY OF THE OFFERING

• Open to investors exempt from the Financial Services and Markets Act 2000 by way of their inclusion in Part VI of the Financial ServicesandMarkets Act (Financial Promotion) Order2005, primarily:

• Investment professionals

• Personsinthebusinessofplacingpromotional material

• Personsinthebusinessofdisseminatinginformation

• CertifiedHighNetWorthIndividuals

• HighNetWorthCompaniesandotherbodies corporate

• SophisticatedInvestorsandSelf-CertifiedSophisticated Investors

• AssociationsofHighNetWorthIndividuals

• Investfrom£5,000to£10,000,000

• Interest isfixedataneffectiverateof9.85%per annum, calculated and paid quarterly in arrears. The interest payment date will be determined by the following: when the principal is transferred to Munio it will be held for 11 days and then entered into the market. At this point the Bond Certificate will issued and interestpaid 10 days after each 91-day cycle.

• Repayment in full after 5-years from the registration date

• Redeemable on each anniversary with forty days notice.

• Securedbyadebentureandfixedandfloatingcharge against the company’s assets

STRUCTURE AND PROCESS

The investor subscribes for a Munio Capital Bond, issued by the Company by completing and submitting the Application Form to the Bond Registrar;

TheinvestorlodgestheirPlacingPriceascommittedto in the application form with the Escrow Agent;

The Registrar shall process the Application on behalf of the Company and issue the relevant Bonds to the investor and will make an entry into the Bond Register of the Company;

TheEscrowAgentwillpaythePlacingPricetotheCompany at the time of the Bond being entered into the Bond Register;

At applicable times during the currency of the Bonds, the Company shall pay any, and all, interest as-and-when due to the Bond Registrar who shall on the due date pay the interest to the investors;

Upon the Maturity Date, investors shall return the Bonds to the Bond Registrar and the Company shallrepaytheInvestorstheirPlacingPrice.

TRANSFER, REDEMPTION AND REPAYMENT

Transfer

The Bonds are not transferable

Redemption

You have the opportunity to redeem your bond each year on the anniversary of the issue date. Your Bonds are redeemable with 40-days notice required in writing. Notice is given to Munio by completing and returning a redemption form to the Bond Registrar.

YourPlacingPrice,alongwithanyunpaidinterest,will be repaid to you within ten business days.

Repayment

Approximately 60-days before your Bond maturity date the Bond Registrar will send you a letter giving you notice of the maturity date and your PlacingPrice.

YouwillberequiredtoreturnyourBondCertificateswithin 14-days of the maturity date. On the closest business day to your maturity date, the Bond RegistrarwillrepayyourPlacingPrice.

If you do not return the Bond Certificate withinthe required period, you will still receive your repayment within 14-days of the Bond Registrar receiving it but you will not receive any interest or premium.IfyoudonotreturntheBondCertificateat all, you will not receive your capital repayment.

THE OFFERING

MUNIO INSURANCEThrough the lending and insurance underwriting system, our capital investment is insured for up to 95%losses.Whenaclientmakesabondpurchasethe capital is insured so if there is any kind of loss to the investor through the investment being mismanaged or any company fault the client will receive 95% of the capital invested back.

The insurance premium for this is paid by Munio. It isnotoptional.Withthisinsurancepolicyinplacethe client is protected from capital loss of 95%.

Munio are making the funds from the investment available to a loan company in the US and they have a current default rate on the loans of 17%, for the company to fail this default rate would need toriseabove85%.

WiththecurrentmarketintheloanbusinessMuniocannot see how the default rate would ever be greater than 25%.

The risk attached to operating a peer-to-peer lending company comes in two forms: federal legislation and loan defaults. Although legislation has been talked about for some time the federal government has only passed one bill with regards to peer-to-peer lenders and that was to restrict the interest rate to 36%per annum formilitarypersonnel. It is highly unlikely that any regulation will be put in place for the foreseeable future due to the fact that banks are not in a position to lend andgovernmentscontinuetorunathighdeficits.

InshortthePeer-to-PeerLoanindustryisnowthebiggest unsecured lender in the US.

Loan defaults are a significant part of thePeer-to-Peerindustryandareresponsibleforupto25% of lost revenue by the industry.

RISK FACTORSTheDirectorsbelievethataninvestmentintheBondsmaybesubjecttoanumberofrisks.Prospectiveinvestors should consider carefully all of the information set out in this Investment Memorandum and the risks associated with an investment in the Company, in particular the risks described below, before making any investment decisions. If any of the following risks relating to the Company were to materialise, theCompany’sbusiness,financialconditionandresultoffutureoperationscouldbemateriallyadverselyaffected.

Additional risks and uncertainties that are not presently known to the Directors, or which the Directors currently deem immaterial, may also have an adverse effect upon the Company. Moreover, the list below may not be exhaustive.

ProspectiveinvestorsshouldconsidercarefullywhetherinvestmentintheBondissuitablefortheminthe light of information in this Investment Memorandum and their personal circumstances.

The investor is aware that this product is not an investment product or structured product offered by a depositorybankorregulatedfinanceorinvestmentinstitution.

RISKS SPECIFIC TO INVESTING IN MICRO-CAP COMPANIES

Material contracts between the Companies and other entities and its core business

Munio’s core business is to provide liquidity and working capital to a regulated peer-to-peer lender in the United States of America.

This is corporate finance and participation inboth speculative and non-speculative, long-term strategic associations that Munio is capable of funding. The legal arrangements to put these financings in place may vary depending on anumber of factors including the nature and features ofthefinancingprocessandthesumsundertakenby Munio and other entities in related transactions. We believe the Company and the legal advisorshave provided the most effective protection to the Company acting as a lender.

Operational Risk

Munio, its affiliates and subsidiaries (if any fromtime-to-time) are exposed to operational risk. Operational risk is the risk of losses that may arise as a result of system inefficiencies, breakdownsin internal processes, human error or the effect of any external negative factor. There can be no assurance that the Company will be able to prevent operational risks materialising, or mitigate the damage caused should such operational risks materialise.

Financing Risk

Munio’s core business and activities are, but not limited to, making and managing money lending to a regulated and insured US peer-to-peer lender. Althoughfinancingsaretypicallysecuredbyrelatedparties involved in the relevant transactions, there can be no absolute assurance that upon a default, the Company can recover the amount of the financingindefault.

Liquidity Risk

Typically, investments into private equity and unlisted public companies are subject to limits in the levels of liquidity which may impact the ability of the company to exit their investments within the desired time frames. The Company’s directors, officers and advisors do all they can to identifyand plan for liquidity. However, there can be noassurance that the Company will be able to plan for andmitigatethedamagecausedshoulditfinditselfin circumstances of liquidity stress or shortfalls.

The foregoing factors are not exhaustive and do not purport to be a complete explanation of all the risks and significant considerations involvedin investing in the Munio Bond. Accordingly and as noted above, additional risks and uncertainties not presently known to the Directors, or that the Directors currently deem immaterial, may also have an adverse effect on the Company’s business and prospects.

RISKS NOT SPECIFIC TO PRIVATE AND PUBLIC MICRO-CAP COMPANIES

This Investment Memorandum contains forward-looking statements which relate to the Company’s future prospects, developments and businessstrategies.Thesestatementsareidentifiedby their use of terms and phrases such as ‘believe’, ‘could’, ‘envisage’, ‘estimate’, ‘intend’, ‘may’, ‘plan’, ‘will’ or the negative of those terms and phrases, variations or comparable expressions, including references to assumptions. Such statements are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by thosestatements.WhilsttheDirectorsareoptimisticabout the prospects for the Company, if one or

more of these risks or uncertainties materialises, or if underlying assumptions prove incorrect, the Company’s actual results may vary materially from those expected, estimated or projected. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements.

These statements speak only as at the date of this Investment Memorandum. Neither the Company nor its Directors undertake any obligation to update forward looking statements or Risk Factors other than as may be required by the rules of any securities regulatory authority, whether as a result of new information, future events or otherwise. In large part the future valuation placed upon the Company by the Directors is based on the assumptions made in the forward looking statements, and has been used to set a price at which to raise monies from new investors.

The Directors consider that the Company will have adequate working capital, following the Placing,toimplementitscurrentbusinessplanfortwelve months from the date of this Investment Memorandum. However, the operationalperformance of the Company may require more working capital than is envisaged. There can be no assurance that the Company will have sufficientfinancial resources or be able to raise furthercapital on acceptable terms.

The continued success of the Company will depend, in large part, upon the skill and expertise of the Company’s Directors and senior management. There is no assurance that the principals, or other key members of that management, will continue to be employed for any period. In the event of the death, disability or departure of any of such individuals, the business and the performance of the Company may be adversely affected.

There is no certainty that the Company will generate sufficient profits to be able to pay theCoupon, although the Directors envisage that with the availability of additional funds, they will be able to expand their peer to peer lending facilities and thereby conduct sufficient business tomeetthe Coupon commitments and more.

The value of bonds can rise or fall and an investment in a bond not traded on a regulated market will besignificantlylessliquidandcarryahigherriskthan an investment in a share or bond listed on the OfficialListofamajorstockexchange.

The Company’s Bonds are not suitable as a short-term investment in view of the five-yearMaturity Date. They should be considered medium to long-term investments.

The Bonds are a secured debt of the Company although there is no certainty or guarantee that the Company will be able to repay them in the event of default.

The general economic climate is volatile and is affected by numerous factors that are beyond the Company’s control and which may affect its operations,businessandprofitability.Thesefactorsinclude the supply and demand of capital, growth in gross domestic product, employment trends and industrial disruption, international economic trends, currency exchange rate fluctuations, thelevel of interest rates and the rate of inflation,global or regional political events and international events, as well as a range of other market forces, all of which have an impact on demand, business costs and stock market prices.

Political and regulatory conditions are subject tothe introduction of new legislation, amendments to existing legislation by governments or the interpretation of those laws by governments which could impact adversely on the assets, operations and ultimate financial performance ofthe Company. Lack of political stability, changes in political attitudes and changes to government regulations relating to foreign investment and sustainable projects are beyond the control of the Company and may adversely affect its business. Operations may be affected to varying degrees by government regulation with respect to restrictions on various areas, including production, labour costs, price controls, income taxes, expropriation of property and environmental legislation.

An investment in the Bonds involves a degree of risk and may not be suitable for all recipients of this Investment Memorandum. They are reminded that the price at which investors may realise their investment in the Bonds and the timing of any disposal of them may be influenced by a largenumberoffactors,somespecifictotheCompanyand its proposed operations, some which may affect the Company generally. These factors could include the performance of the Company’s operations, liquidity or absence of liquidity in the Bonds, legislative or regulatory changes relating to the business of the Company and general economic conditions. In summary, the value of bonds can go down as well as up.

The Company is investing internationally and may be exposed to the effects of changes in currency exchange rates. In particular a large proportion of the company’s business operations are priced in currencies other than Sterling. The Company may not hedge this exposure.

The Bonds are not listed or dealt on any stock exchange. Investments in an unquoted security of this nature, being an illiquid investment, is speculative, involving a degree of risk.

The information set out in this Investment Memorandum relating to taxation may be subject to legislative change.

Although the Directors will seek to minimise the impact of the Risk Factors, investment in the Company should only be made by investors able to sustain a loss of their investment.

CONFLICT OF INTEREST

Potentialconflictsofinterestexistinthestructure,the investment process and operation of the Company and its dealings.

TheDirectors,officersandadvisorshaveafiduciaryduty to the Company and consequently have exercised and will continue to exercise good faith and integrity in handling all the Company’s affairs. Shouldaconflictofinterestarise,theDirectorsofthe Company will endeavour to ensure that it is resolved fairly.

OTHER RELEVANT INFORMATIONINCORPORATION

The Company was incorporated in England and Waleson21July2015underthenameofMunioCapital Limited and designated the registration number of 09696045.

The principal legislation and jurisdiction under which the Company operates is the United Kingdom. The Company’sregisteredofficeisatBlackwellHouse,Guildhall Yard, London, EC2V 5AE.

KEY FINANCIAL INFORMATION

The issued share capital of the Company as at the dateofthisInvestmentMemorandumis£25,000full paid-up ordinary shares held by the directors.

The company has not conducted any trade, save for entering into agreements arising from the activities set out in the document.

Save as set out in this Investment Memorandum, the Company has no present intention to issue any further shares in the Company.

The Company does not have in issue any securities not representing share capital. There are no outstanding convertible securities issued by the Company.

Save as disclosed in this Investment Memorandum, no share capital of the Company is under option or has been agreed conditionally or unconditionally to be put under option.

MUNIO CAPITAL BONDS

The Company Directors passed a resolution creating the Bonds on 25 July 2015. Minimum PlacingPrice:£5,000

MaximumPlacing:£10,000,000

The procedure for application and payment is set out in this Investment Memorandum.

DIRECTORS’ AND SENIOR MANAGEMENT SERVICE AGREEMENTS

Industry standard service agreements have been entered into by each of the Directors and Senior Management with the Company.

DIRECTORS’ INTERESTS AND OTHER INFORMATION

The Directors’ interest in the issued Ordinary Shares in the Company is as follows:

The Directors, Gary Williamson and JamesWilliams-Wardhold25,000fullypaid-upordinaryshares, which constitutes 100% of the issued share capital of the company.

There are no other interests of the Directors, or of persons connected with them, in the Share Capital of the Company as at the date of this Investment Memorandum, save as already disclosed in this Investment Memorandum, which have been notifiedtotheCompany.

Save as disclosed in this Investment Memorandum, no Director nor any member of their respective immediate families, nor any person connected with them is interested in any share capital of the Company.

No loan or guarantee has been granted or provided by the Company to any Director or any person connected with them.

Save as disclosed in this Investment Memorandum, none of the Directors has, or has had, any interest in transactions effected by the Company since its incorporation which are, or were, unusual in their nature or conditions or which are, or were, significanttothebusinessoftheCompany.

Save as disclosed in this Investment Memorandum, none of the Directors has:

a) any unspent convictions in relation to indictable offences;

b) had any assets, which have been subject to receivership;

c) become or been declared bankrupt or entered into any individual voluntary arrangement with his creditors;

d) been a partner of a partnership at the time of or within twelve months preceding the placement into receivership of any asset of that partnership;

e) been a partner of a partnership at the time of or within twelve months preceding any bankruptcy, compulsory liquidation, creditors voluntary liquidation, receivership, administration, voluntary arrangement or any composition or arrangement with its creditors general or any class of creditor of such partnership;

f) been a director of a company at the time of or within twelve months preceding the placement into receivership of any asset of that company;

g) been a director of any Company at the time of or within twelve months preceding any compulsory liquidation, creditors voluntary liquidation, receivership, administration, voluntary arrangement or any composition or arrangement with its creditors generally or any class of creditor of such company; or

h) been publicly criticised by any statutory or regulatory authority (including recognised professionalbodies),ordisqualifiedbyacourtfrom acting as a director of a company or for acting in the management or conduct of the affairs of any company.

TAXATION

Taxation rules change from time to time. The following paragraphs include advice about the tax position of bondholders who are resident in the UK for tax purposes and who hold their Bonds asinvestmentsandnotasanassetofafinancialtrade. The statements below are intended only as a general guide and do not constitute advice to any Investor on his personal tax position and may not apply to certain classes of Investor (such as dealers or UK insurance companies).

The comments are intended as a general guide and based on current legislation and HM Revenue &Customs practice. Any Investors who are in doubt as to their tax position and, in particular, those who are subject to taxation in a jurisdiction other than the UK, are strongly advised to consult with their professional advisor.

TAXATION OF THE COMPANY

The Company is registered in the United Kingdom and is liable to the tax regime in the UK. Taxes, depending on the status of the Company, will be nomorethan20%onprofitsbeforetax.

TAXATION OF BOND COUPON PAYMENTS

Under current UK tax legislation, income tax is to be withheld at the rate of 20% from payment of the Coupon. Interest is calculated and paid quarterly and falls outside the scope of withholding taxes.

Holders of Coupons who are individuals, ortrustees, and who are resident in the UK, or who carry on a trade in the UK through a branch or agency to which the Coupons are attributable, may be subject to UK income or capital gains tax on their holding, disposal or redemption on Coupons. The nature of the tax charge will depend on the terms of the Coupon in question and the particular circumstances of the relevant Coupon holder. In particular, such Coupon holders should have regard to the chargeable gains tax legislation, the ‘accrued income scheme’ and the relevant ‘discounted securities’ legislation.

CAPITAL GAINS TAX

Given the nature of the Bonds, CGT should not apply in most cases and no CGT will arise on the repayment or redemption of the Bond.

STAMP DUTY AND SDRT

The allotment, issue, transfer or redemption of Bonds by the Company pursuant to the subscriptions will not give rise to a charge of stamp duty or SDRT.

LITIGATION

The Company is not currently engaged in any legal or arbitration proceedings which may have or has hadinthelasttwelvemonthsasignificanteffectonthefinancialpositionoftheCompanyand,sofar as the Directors are aware, there are no such proceedings pending or threatened against the Company.

ACCOUNTING PERIODS

The accounting reference date of the Company is the31Julyeachyear.

AUDITORS

TheCompanyhasappointedStokeHenleyLLPtobe its auditors.

COST OF THE PLACEMENT

The costs and expenses payable by the Company inconnectionwiththePlacing(includinglegalandaccounting services, registrars, other professional fees, commissions and printing) are estimated, assuming full subscription, to total approximately 15%oftheaggregatePlacingPrice.

FREQUENTLY ASKED QUESTIONSWho is the issuer of these bonds?They are being offered and issued by Munio Capital Limited, a UK registered company.

What happens to the investment money?All the money raised from the Bonds will be deposited into a bank account in the Company’s name.

The funds, after providing for placement and operating costs, will be paid to the Company’s long-term strategic partners that Munio is capable of funding.

How much is the Company hoping to raise?TenMillionPounds(£10,000,000).

Is there a minimum amount to be raised?No there is not.

How much do the Bonds cost?The price (Placing Price)will be aminimumandintegralmultiplesof£5,000.

How many Bonds will I get?You will get one Bond for every tranche you invest.

Do I get shares or profits in Munio Capital Limited?No, you will not get either. You are taking a bond and bonds do not participate in the share capital or dividends of a company.

Is there a minimum and / or maximum investment I can make?Theminimum you can invest is £5,000 and themaximumis£10,000,000.

Is this a Collective Investment Scheme?No, it is not. You are investing in a Bond and Bonds, together with other debt instruments, are excluded from the statutory definition and application ofCollective Investment Schemes.

Who can invest?To be able to view this document and apply for an investment you must be an investment professional or fit within those persons and body corporateslistedinPartVIoftheFinancialServicesMarketsAct2000(FinancialPromotionsOrder)2005.

Can I invest if I am not in the UK?Yes, you can but you may be affected by the laws of the country you live in or are a citizen of. You are advised to consult a professional advisor prior to making any application. Unfortunately, citizens of and residents of the USA, Canada, Australia, Japan, South Africa and Singapore are not eligible to take up investments.

When can I invest?You can invest at any time provided that the directors have not closed the scheme.

What is the investment term?Thetermisfiveyearsfromdateofissue.

What returns do I get?You will get paid interest (Coupon) at the effective rate of 9.85% per annum. Interest is calculatedand paid quarterly.

When do I get my interest paid to me?Interest is paid quarterly, it will be paid 10-days after each 91-cycle.

How do I get my interest paid to me?You will be paid by bank transfer into the bank account you nominate. This bank account must be in your name or the name of your legal representative if you are not able to hold a bank account in your name.

Is tax deducted from the interest you pay me?Yes, income tax at the rate of 20% will be withheld for individuals. There is no withholding tax for corporate investors.

Are the Bonds transferable?No the Bonds are not transferable. See the relevant section “Transfer, Redemption and Repayment” for more information on this.

Can I get my money back before the maturity date?On each anniversary date, you can redeem your bonds by giving the Company 40-days notice of your intention to redeem your Bond. Notice is given using a redemption form.

The redemption takes about 10 business days.

What happens if I die?If you die, the value of the Bond will be included in your Estate. Your Executor will contact the Bond Registrar.

What happens if I hold the Bonds in the company and it goes insolvent?The Security Trustee will take possession of the company’s assets and they will be held for the benefitofthebondholders.Ameetingwillbecalledof all bondholders and a decision will be made on how best to deal with the company’s assets.

Can I utilise a pension, SASS or SIPP?YoucanholdtheMunioCapitalBondwithinaSIPPor a SASS if your provider accepts the Bonds as an investment capable of including in your portfolio. TheliabilityoftheSIPPBondholderorthetrusteeof the SIPP shall not be personal and shall belimitedtotheassetsoftheSIPPunderitscontrolfor the timebeing.Pleasediscuss thiswithyourprovider before applying.

All the Bonds, if held in a pension fund, SASS or SIPParecapableofredemptionandrepaymentsaremade within ten business days by bank transfer.

What rights do Bondholders have in the event of a default by the Company?If the Company defaults on any of its liabilities to the Bondholders, the Security Trustee will claim and take possession of the company’s assets. TheSecurityTrusteewillactforthebenefitofthebondholders and resolve to repay the bondholders their money on a pro rata basis.

What security do I have?There is a Security Trustee in place who holds a firstchargeoveralloftheassetsinthecompany.

TERMS AND DETAILS OF THE BONDThis forms the basis of the agreement between the Company and the Investor. This is an important document and you should take legal advice before proceeding with an application.

1.0 DEFINITIONS AND INTERPRETATION

1.1Thedefinitionsandrulesofinterpretationinthisclause apply in this agreement.

AuditYear:aperiodof12monthsendingoneach31July and for which the Company will prepare audited accounts;

Bondholder: each person for the time being entered in the Register as a holder of any Bonds;

Bonds:upto£10,000,0009.85%fixedratesecuredbonds, as the case may be, the amount of such bonds for the time being issued and outstanding;

Business Day: any day, other than a Saturday or Sunday or UK bank holiday;

Conditions: the conditions set from time to time as amended and Condition shall be construed accordingly;

Directors: the board of directors of the Company for the time being;

Event of Default: any of those events specified inclause 19;

Group: at any time, the Company, any subsidiary or holding company of the Company and any subsidiary of any such holding company, from time to time (and member of the Group shall be construed accordingly);

Interest:thefixedinterestattherateof9.85%perannum, calculated quarterly and payable in arrears. The payment date will be determined by the following: when the principal is transferred to Munio it will be held for 11 days and then entered into the market. Interest will be paid 10-days after each 91-cycle;

Register: the register of Bondholders;

RepaymentDate:thedatewhich isfiveyearsafterthe issue of each Bond, upon which date the principal of the Bond will be repaid;

Security: The security created by the Security Deed;

SecurityDocument: a debenture being a fixed andfloating charge over the assets of the Companygranted to the Security Trustee;

SecurityTrustee:ThePrincipalatJadeStateWealthLimited or such other person as is appointed as Trustee under the Security Trust Deed;

Security Trust Deed: the deed by which the Security Trustee is appointed to hold the Security for the benefit of theBondholders on the terms set out inthat deed;

1.2 Any reference in this agreement to:

a) the assets of any person shall be construed as a reference to all or any part of its business, undertaking, property, assets, revenues (including any right to receive revenues) and uncalled capital;

b) an encumbrance shall be construed as a reference to a mortgage, charge, assignment, pledge, lien (save as arising in the ordinary course of business), hypothecation, right of set-off (save as arising under the general law for the protection of certain classes of creditors) or trust arrangement for the purpose of and having a similar effect to the granting of security, or other security interest of any kind;

c) indebtedness shall be construed as a reference to any obligation for the payment or repayment of money, whether as principal or as surety and whether present or future, actual or contingent;

d) this agreement or to any other agreement, instrument or document shall, unless the context otherwise requires, be construed as reference to this agreement or such other agreement, instrument or document as the same may from time to time be amended, varied, supplemented or novated, in each case, in accordance with its terms;

e) a month shall be construed as a reference to a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month save that, where any such period would otherwise end on a day which is not a Business Day, it shall end on the next Business Day, unless that day falls in the calendar month succeeding that in which it would otherwise have ended, in which case it shall end on the preceding Business Day provided that, if a period starts on the last Business Day in a calendar month or if there is no numerically corresponding day in the month in which that period ends, that period shall end on the last Business Day in that later month;

f) a person shall be construed as a reference to any individual, firm, company or other bodycorporate, corporation, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) and, respectively, wherever incorporated or established;

g) a quarter shall be construed as a reference to aperiod startingon thefirst day in a calendarquarter and ending on the last day in that calendar quarter;

h) repayment includes redemption and vice versa and the words repay, redeem, repayable, redeemed and repaid shall be construed accordingly;

i) a subsidiary of any person shall be construed as a reference to any person which is, at any time, a subsidiary within the commercial meaning of a subsidiary;

j) tax shall be construed so as to include any present and future tax, levy, impost, deduction, withholding, duty or other charge of a similar nature (including, without limitation, any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same);

k) the winding-up, dissolution or administration of a person shall be construed so as to include any equivalent or analogous proceedings under the law of the jurisdiction in which such person is incorporated or of any jurisdiction in which such person carries on business; and

l) £denotesPoundsSterling.

1.3 References to any statute or statutory provision shall include references to such statute or statutory provision as in force at the date of this agreement and as subsequently re-enacted or consolidated and shall include references to any statute or statutory provision of which it is a re-enactment or consolidation.

1.4 In construing this agreement general words introduced by the word other shall not be given a restrictive meaning by reason of the fact that they are preceded by words indicating a particular class of acts, matters or things and general words followed by the word including shall not be given a restrictive meaning by reason of the fact that they are followed by particular examples intended to be embraced by the general words.

1.5 All the provisions of this agreement are severable and distinct from one another and the illegality, invalidity or unenforceability of any provision of this agreement under the law of any jurisdiction shall not affect its validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.

1.6 References to the Bonds include references to all and/oranyoftheBonds.

1.7 The headings in this agreement are inserted for convenience only and shall not affect construction or interpretation and references to a clause, schedule, condition or paragraph are (unless otherwise stated) to a clause or schedule in this agreement and to a condition or a paragraph of the relevant schedule, respectively.

2.0 THE OFFER

The Company offers for subscription of a minimum of £5,000andintegralmultiplesof£5,000thereafter.

2.1 The Munio Capital Bonds are secured over all the assets present and future, under a debenture with a fixedandfloatingchargesecurity.

2.2 Subject to this agreement the whole of Munio Capital Bonds, as and when issued, shall rank pari passu equally and rateably without discrimination or preference.

2.3 The basis of the allotment of Bonds will be determined by the Directors in their absolute discretion. The right is reserved to reject any application or to accept any application in part only. If any application is not accepted, the amount paid on application will be returned without interest, in each case by cheque sent through the post at the applicant’s risk.

2.4 By completing and delivering an Application Form, the applicant (and if the applicant signs the Application Form on behalf of somebody else or on behalf of a corporation, that person or corporation):

a) irrevocably offers to take under the Placing thenumberofBondsspecifiedintheApplicationForm,on the terms of, and subject to, the conditions set out in this Document, including these terms and conditions and subject to the Memorandum and Articles of Association of the Company;

b) agrees that they will accept the number of Bonds allotted to them in accordance with paragraph (a) above or such lesser number of Bonds in respect of which this application may be accepted;

c) agrees that all applications, acceptances, allotments and contracts arising from this application will be governed by, and construed in accordance with, English Law;

d) warrants that if they sign the Application Form on behalf of somebody else, or on behalf of a corporation, they have the authority to do so and such person will also be bound accordingly and will bedeemedalsotohavegiventheconfirmation,warranties and undertakings contained in these terms and conditions of application;

e) confirm that they are not relying on anyinformation or representations other than those contained in this Document;

f) warrants that the remittance accompanying theirApplicationFormwillbehonouredonfirstpresentation and agrees that if it is not honoured the Company may (without prejudice to any other rights it may have) avoid the agreement to allot the relevant Bonds and may allot them to some other person in which case they will not be entitled to any refund or payment in respect thereof;

g) agrees that the application constitutes a contract with the Company, which shall become binding upon delivery of the Application Form, duly completed at the address shown on the Application Form;

h) does not expect the Company or any of its advisors to provide them with any duty or responsibility similar or comparable to the “suitability” rules of The Financial Conduct Authority and are taking BondsunderthePlacingonan“executiononly”or “appropriate” basis;

i) warrants that they are not connected with the Company and will notify the Directors immediately in writing if they become;

j) declares that they have read, understood and agreed to the terms and conditions contained in this Document and the Application Form including the risk factors set out in this Document, that they have taken all the appropriate professional advice, which they consider necessary before submitting their application and are aware of the special risks involved in participating in an investment of this nature and they understand that the application is made upon the terms of this Document and the Application Form;

k) warrants that the Bonds will be held by them for investment purposes; and

l) warrants that they are entitled to subscribe for the Bonds under the laws of all relevant jurisdictions, which apply to them, that they have fully observed such laws, and obtained all governmental and other consents, which may be required there under and complied with all necessary formalities.

3.0 AMOUNT OF BONDSThe principal amount of the Bonds is limited to £10,000,000.

4.0 APPLICATIONS

4.1 Applications may be made for the Bonds only by means of the relevant authorised Application Form.

4.2 Investors wishing to apply to purchase Bonds should complete and sign the Application Form in accordance with the instructions therein. They should be sent or delivered together with a remittance for the full amount payable to the Company’s Receiving Agent,AccountingWorxLimited(“ReceivingAgent”),so as to arrive as soon as possible.

4.3Applicationswillbetreatedonafirstcome,firstserved basis, provided that the Company may elect instead to scale down applications pro rata to the amount applied for and subject further to the terms andconditionsofthePlacingsetoutbelowandintheApplication Form.

4.4 Application Forms received after the time of closing will not be accepted.

4.5 Applications, once made, will be irrevocable.

4.6 The Company reserves the right (but shall not be obliged):

4.6.1 to treat an Application Form as valid and binding on the person(s) by whom, or for the benefit of whom, it is lodged even if suchApplication Form is not completed in accordance with the relevant instructions;

4.6.2 to accept or refuse applications to subscribe for Bonds at any time during the period when the Placing remainsopenand topresent Investors’cheques for payment;

4.6.3toclosethePlacingatanytime;

4.6.4 to accept Application Forms received after the Closing Date.

4.7 If an Application Form is sent by post, Investors are recommended to allow at least four working days for delivery.

4.8 Monies will be returned to unsuccessful applicants at the applicant’s risk without interest.

4.9 The Application Form is not a document of title and it may not be sold, assigned or transferred.

4.10 The instructions and other terms set out in the ApplicationFormconstitutepartofthePlacing.

4.11 The Receiving Agent shall not be liable to the Investor in the event of an insolvency of any bank with which any funds held by the Receiving Agent have been deposited nor in the event of any restriction on the liability of the Receiving Agent to withdraw funds from any such bank for reasons which are beyond the control of the Receiving Agent.

5.0 DESCRIPTION OF BONDS

TheBondsshallbeknownas9.85%fixedratesecuredbonds and shall be issued in integral multiples of £10,000bytheCompany.Multiplesof$10,000(USD)or €10,000 can also be accommodated.

6.0 MONEY LAUNDERING REGULATIONS

6.1Theverificationof identityrequirementsofTheMoney Laundering Regulations 2007 will apply to the Placing.VerificationofanApplicant’sidentitymayberequired if the value of Bonds applied for exceeds €15,000 (approximately £12,000). However, theCompany or the Receiving Agent may at their absolute discretion require verification of identityfrom any Investor in particular, without prejudice to the generality of the foregoing, from any person who appears to the Company or the Receiving Agent to be acting on behalf of some other person. In this case, verification of the identity of any person onwhose behalf the Investor appears to be acting may be required. If this is not practicable, if a cheque is drawn on a third party (for example, a building society cheque or banker’s draft) or if an application is being made on behalf of one or more third parties, their statusshouldbespecifiedontheApplicationForm.

6.2 If an Investor delivers an Application Form personally, he should ensure that he has with him photographic evidence of his identity, for example a passport or driving licence containing a photograph.

6.3 By lodging an Application Form, an Investor undertakes to provide such evidence of identity at that time or, at the absolute discretion of the Company,atsuchspecified time thereafterasmaybe requested, to ensure compliance with the Money Laundering Regulations 2007.

6.4 The Company and the Receiving Agent are entitled, in their absolute discretion, to determine whether the verification of identity requirements applies to anyInvestor and whether such requirements have been satisfied.

6.5 The Company shall not be responsible or liable to any person(s) for any loss or damage suffered as a result of the exercise of their discretion hereunder.

6.6 If evidence of identity, satisfactory to the Company and their agents, is not provided to any of them on the 14th day after the Application Date or such later date as the Company may agree:

6.6.1 the Company may terminate the agreement constituted by the acceptance of the Application Form in whole or in part without liability;

6.6.2 the Bonds, which are the subject of such agreement, will be reallocated or sold as soon as reasonably practicable;

6.6.3 the Investor irrevocably authorises the Company, or any person(s) appointed by it for this purpose, to execute on his behalf any instrument, transfer or other document which may be necessary or desirable in order to effect such reallocation or sale;

6.6.4 the money payable or paid in respect of the Application Form or any substitute Application Form will be returned without interest to the bank or other account on which the cheque or other remittance accompanying the Application Form was drawn.

7.0 PAYMENT

7.1 Paymentof thePlacingPricemustbemade tothe designated bank account details that are set out in theApplication Form.Pleasemake sure to stateyour surname as transfer reference, to facilitate identificationofyourtransaction.

7.2Costofbanktransfersand/orpaymentsarenotfor the account of the Company. The Placing Pricemust be paid in to the designated bank account net of any bank or other service charges. Any application that does not comply with these requirements may be treated as invalid.

7.3 Any interest earned on monies held in the bank account operated by the Company in connection with the Placing will be retained for the benefit of theCompany.

7.4 No temporary documents of title will be issued. Pending despatch of definitive Bond certificates,transfers by Investors will be certified against theBond register. Accounting Worx Limited has beenappointed by the Company to act as registrar for the Bonds (“Bond Registrar”), with responsibilities for theissueofBondcertificates,maintainingtheBondregister and paying out the Coupons on a quarterly basis.

7.5 Subject to the conditions of the Placing beingsatisfied or waived, definitive certificates will bedespatched by post.

7.6 All documents or remittances sent by, or to an Investor or his agent as appropriate, will be sent through the post at the risk of the Investor.

7.7 All enquiries in connection with the procedure for application and completion of the Application Form should be addressed to the Company or the Receiving Agent.

8.0 OVERSEAS INVESTORS

8.1 Investors are referred to the caveat set out under ‘Jurisdictional validity’ under the important regulatory notice.

8.2Personswhoareresidentinorcitizensofcountriesother than the United Kingdom may be affected by the law of those countries and are advised to consult a professional advisor prior to making any application for Bonds.

8.3 No person(s) receiving a copy of this Investment Memorandum and/or the Application Form in anyjurisdiction other than the United Kingdom may treat the same as constituting an invitation or offer to him, nor should he in any event use such Application Form if, in the relevant jurisdiction, such an invitation or offer cannot lawfully be made to him or such Application Form cannot lawfully be used without contravention of anyunfulfilled registrationor other legal requirement. In such circumstances, thisInvestmentMemorandumand/oranyApplicationForm are to be regarded as having been sent for information only.

8.4 It is the responsibility of any person(s) receiving a copy of this Investment Memorandum and/orApplication Form outside the United Kingdom and wishing to make an application to purchase any Bonds:

8.4.1 to satisfy himself as to the full observance of the laws of the relevant jurisdiction;

8.4.2 to obtain all governmental or other consents, which may be required;

8.4.3 to pay any issue, transfer or other taxes due in such jurisdiction; and

8.4.4 to observe all other necessary formalities.

8.5 Such person(s) should consult their professional advisors as to whether they require any such consent or need to observe any such legal requirements to enable them to apply to subscribe for Bonds.

9.0 STATUS OF BONDS

The Bonds when issued shall rank pari passu equally and rateably without discrimination or preference among themselves and as a secured debt obligation of the Company.

10.0 INTEREST ON BONDS

10.1 Until the Bonds are repaid in accordance with the provisions of this agreement, interest shall accrue and be paid on the principal amount of the Bonds which are outstanding at the rate and in the manner set out in the Conditions.

10.2 Interest shall be calculated on the basis of the actual number of days elapsed in the relevant period anda365dayyear.

11.0 PAYMENT OF INTEREST AND CAPITAL

11.1WhentheBondsbecomepayableinaccordancewith the provisions of this agreement, the Company shall pay to the Bondholders the full principal amount of the Bonds to be repaid together with any accrued interest on such Bonds (less any tax which the Company is required by law to deduct or withhold from such payment) up to and including the date of payment.

11.2 All payments under this agreement, whether of principal, interest or otherwise, shall be made by the Company to the Bondholders entitled to such payments to the bank account details provided from time to time by the Investor to the Company.

11.3WhereanypaymenttoaBondholder,whetherofprincipal, interest or otherwise, is due in accordance with the terms of this agreement on a day which is not a Business Day, payment shall take place on the next succeeding Business Day. If that next succeeding Business Day is in the month following the month in which payment would otherwise be made, payment shall take place on the immediately preceding Business Day.

11.4 The payments of principal, interest or other sums payable in respect of the Bonds may be paid by:

11.4.1 electronic transfer in immediately available cleared funds on the due date for payment,totheaccountspecifiedforthepurposeby the Bondholder or joint Bondholders in writing to the Company; or

11.4.2 in the absence of such notification, bycheque, warrant or bankers’ draft made payable to and sent to the registered address of the Bondholder or in the case of joint registered holders, made payable to the order of and sent to the registered address of that one of the joint registered holders who is first named on theRegister or made payable to such person and sent to such address as the registered holder or all the joint registered holders may in writing direct.

11.5 Every such cheque, warrant or bankers’ draft shall be sent on the due date for payment and may be sent through the post at the risk of the registered Bondholder or joint registered holders. Payment ofthe cheque, warrant or bankers’ draft shall be a good discharge to the Company.

11.6 All payments of principal, interest or other moneys to be made by the Company shall be made after any deductions or withholdings for or on account of any present or future taxes required to be deducted or withheld from such payments.

11.7 Until the Bonds are repaid in accordance with these Conditions, interest on the principal amount of the Bonds outstanding from time to time shall accrue attherateof9.85%perannumcalculatedandpaidquarterly on the appropriate date. This date will be determined by the following: when the principal is transferred to Munio it will be held for 11 days and then entered into the market. At this point the Bond Certificatewillissuedandinterestpaid10-daysafterevery 91 days from that point until maturity.

11.8 If the Company fails to pay any amount of interest or principal on any Note when such amount is due, interest at the rate applicable under these Conditions plus 1% per annum shall accrue on the unpaid amount from the due date until the date of payment.

11.9 Interest on any Bonds repaid by the Company in accordance with these Conditions shall cease to accrue as from the date of such repayment.

12.0 VOLUNTARY EARLY REPAYMENT

12.1 The Company may at any time, by giving the Bondholders not less than one month’s written notice, repay the principal amount of all or a portion oftheBondsonthedatespecifiedinsuchnotice.

12.2 The Company shall also pay to the Bondholders all unpaid interest accrued on the Bonds to be redeemed up to and including the date of such redemption (in each case less any taxes required by law to be deducted or withheld from such payments).

12.3 Any payment made under the provisions of voluntary early repayment shall be treated as reducing the amount of the repayments due on maturity.

13.0 CANCELLATION

All Bonds repaid, prepaid or purchased by the Company shall be cancelled and the Company shall not re-issue the same.

14.0 CERTIFICATES

14.1EachcertificateforBondsshall:

14.1.1 bear a denoting number;

14.1.2 bear the date of issue;

14.1.3 bear the placing price;

14.1.4 be issued to a Bondholder; and

14.1.5 bear the signature of the Bond Registrar.

14.2 Each Bondholder shall be entitled to receive withoutchargeonecertificatefortheBondsregisteredin his name.

14.3 The Company shall not be bound to register more than two persons as the joint holders of any Bonds and, in the case of Bonds held jointly by several persons, the Company shall not be bound to issue more than one certificate. Delivery of acertificate to the person who is first named in theRegisterasBondholdershallbesufficientdeliverytoall joint holders of the Bonds in respect of which such certificatehasbeendelivered.

15.0 REPLACEMENT OF CERTIFICATES

If the Certificate for any Bonds is lost, defaced ordestroyed it may be renewed on such terms (if any) as to evidence and indemnity as the Directors may require. In the case of defacement the defaced Certificate shall be surrendered before the newCertificateisissued.

16.0 REGISTER

16.1 The Company shall, at all times, keep a Register atitsregisteredoffice(oratsuchotherplaceastheCompany may from time to time have appointed for thepurposeandhavenotifiedtotheBondholders).

16.2 The Register shall contain the following details:

16.2.1 the names and addresses of the Bondholders for the time being;

16.2.2 the principal amount of the Bonds held by each Bondholder;

16.2.3 the date at which, and the Series in which, the name of each Bondholder is entered in respect of the Bonds registered in his name;

16.2.4 the date of issue of each Bond; and

16.2.5 all transfers and changes of ownership of the Bonds.

16.3 Any change of name or address by any Bondholder that is notified to the Company at itsregistered office address above shall be entered inthe Register.

17.0 PROVISION AS TO DEALING, REGISTRATION, TRANSFER AND OTHER MATTERS

17.1 Recognition of Bond Holder as Absolute Holder

The Company shall recognise as absolute owner the registered holder of any Bonds. The Company shall not (except as ordered by a court of competent jurisdiction) be bound to take notice or see to the execution of any trust (whether express, implied or constructive) to which any Bonds may be subject. The receipt of the registered holder for the time being of any Bonds or, in the case of joint registered holders, the receipt of any of them, for the principal payable in respect of such Bonds and for the interest from time to time accruing due in respect of such Bonds or for any other moneys payable in respect of such Bonds shall be a good discharge to the Company

notwithstanding any notice it may have (whether express or otherwise) of the right, title, interest or claim of any other person to or in such Bonds, interest or moneys. The Company shall not be bound to enter any notice of any express, implied or constructive trust on the Register in respect of any Bonds.

17.2 Dealings

The Bonds shall not be capable of being dealt in, or on, any stock exchange in the United Kingdom or elsewhere and no application has been, or shall be, made to any stock exchange for permission to deal inorforanofficialorotherquotationfortheBonds.

17.3 Non-Conversion

Neither the principal amount of Munio Capital Bonds nor any accrued Interest thereon shall be capable of conversion into shares or other securities in the Company.

17.4 Transfer

Munio Capital Bonds are not transferable.

17.5 Recognition of Personal Representatives

The executors or administrators of a deceased Bondholder (not being one of several joint registered holders) and in the case of the death of one, or more, of several joint registered holders the survivor, or survivors, of such joint registered holders, shall be the only person, or persons, recognised by the Company as having any title to such Bonds.

17.6 Transmission of Bonds

Any person who becomes entitled to any of the Bonds as a result of the death or bankruptcy of any Bondholder, or of any other event giving rise to the transmission of such Bonds by operation of law may, upon producing such evidence that he sustains the character in respect of which he proposes to act under this Condition or of his title as the Directors shall thinksufficient,beregisteredhimselfastheholderofsuch Bonds or, subject to the preceding Conditions as to transfer, may transfer such Bonds. The Company may retain any payments paid upon any such Bonds which any person under this provision is entitled to, until such person is registered as the holder of such Bonds or has duly transferred the Bonds.

17.7 Receipt of Joint Holders

If several persons are entered in the Register as joint registered holders of any Bonds then without prejudice to the provisions of paragraph 6 the receipt of any one of such persons for any interest or principal or other moneys payable in respect of such Bonds shall be as effective a discharge to the Company as if the person signing such receipt were the sole registered holder of such Bonds.

17.8 Redemption

On each anniversary of the Issue Date, the Bonds are capable of redemption by giving the Company 40-days notice using the redemption application form.

17.9 Bond redemption application form

Bondholders must submit the Bond Redemption Application form and deliver it to the Bond Registrar togetherwiththeoriginalBondCertificate(s).

17.10 Bond Registrar’s decision

WithinthreedaystheBondRegistrarwillnotifytheBondholder of their decision whether to redeem or not, as the case might be. Their decision is full and finalandanycorrespondenceenteredintoisattheirsole discretion.

17.11 Redemption proceeds

Redemption proceeds together with accrued interest shall be paid to the Bondholder within ten working daysofthenotificationsetout inparagraph17.10.The Bond Registrar shall prepare an account of the proceeds and forward a copy thereof to the Bondholder.

18.0 MEETINGS OF THE HOLDERS

18.1 The Company may at any time and shall upon the request in writing signed by the holders of a cumulative holding of at least sixty per cent (60%) in nominal value of the Munio Capital Bonds for the time being outstanding convene a meeting of the HolderstobeheldatsuchplaceastheCompanyshalldetermine.

18.2 At least 14 clear days notice specifying the place, day and hour of the meeting shall be given to theHoldersofanysuchmeeting.TheomissiontogivenoticetoanyHoldersshallinvalidateanyresolutionpassed at any such meeting.

18.3 A person nominated by the Company shall be entitled to take the Chair at any such meeting. The Directors, legal advisors and auditor of the Company and the Security Trustee must receive notice of the meeting and be entitled to attend at any such meeting.

18.4 At any such meeting convened for any purpose, other than the passing of a Special Resolution, a person or persons holding or representing by proxy twenty-five percept (25%) in nominal value of theHoldersforthetimebeingoutstandingshall formaquorum for the transaction of business.

At any meeting convened for the purpose of passing a Special Resolution persons (at least two in number) holding or representing by proxy a clear majority of at least seventy-fivepercept (75%)of thenominalvalue of the Munio Capital Bonds for the time being outstanding shall form a quorum.

No business (other than the choosing of a Chairman) shall be transacted at any meeting unless the requisite quorum is present at the commencement of the meeting.

18.5 Every question submitted to a meeting of Holders shall be decided in the first instance by ashow of hands. In case of an equality of votes the Chairman shall have a casting vote.

18.6AtanymeetingofHolders,unless(beforeoronthe declaration of the result of the show of hands) a poll is demanded by the Chairman or by one or more Holderspresentinpersonorbyproxy,adeclarationby the Chairman that a resolution has been carried or carried by a particular majority or lost or not carried by any particular majority shall be conclusive evidence of the fact.

18.7 If at any such meeting a poll is so demanded it shall be taken in such manner as the Chairman may direct. The result of such a poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll may be withdrawn.

18.8OnashowofhandseveryHolderwhoispresentin person or by proxy shall have one vote. On a poll everyHoldershallhaveonevoteforevery£10,000,or$10,000or€10,000innominalamountoftheMunioCapitalBondofwhichheistheholder.AHolder(oraproxy) entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way.

18.9 The registered holders of any of the Munio Capital Bonds or, in the case of joint holders, any one of them shall be entitled to vote in respect thereof either in person or by proxy and in the latter case as if such joint holder were solely entitled to such Munio Capital Bonds. If more than one of such joint holders be present at any meeting either personally or by proxy the vote of the senior who tenders a vote (seniority being determined by the order in which the joint holders are named in the Register) shall be accepted to the exclusion of the votes of the other joint holders.

18.10 Each notice appointing a proxy shall be in writing, signed by the appointee or his attorney or, in the case of a corporation, under its common seal, or signedbyitsattorneyoradulyauthorisedofficerandshall be in such form as the Directors may approve. A person appointed to act as a proxy need not be a Holderthemselves.

18.11 The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certified or officecopy of such power or authority shall be deposited with the Company at the address where the Register is maintained for the time being. No instrument appointing a proxy shall be valid after the expiration of six months from the date named in it as the date of its execution.

18.12 In addition to any other powers it may have, ameetingoftheHoldersmay,bySpecialResolution:

18.12.1 authorise the Security Trustee with power onbehalf of theHolders to execute anydocuments to effect and enforce the Debenture, following any unremedied Event of Default;

18.12.2 authorise any compromise or arrangement proposed to be made between the CompanyandtheHolders;

18.12.3authoriseanyabrogation,modificationor compromise or any arrangement in respect of therightsoftheHoldersagainsttheCompanyorits property whether such rights shall arise under this agreement or otherwise; and

18.12.4 give any authority or sanction which under the provisions of this agreement is required to be given by Special Resolution.

18.13 No resolution shall be effective which would increase any obligation of the Company under this agreement or postpone the due date for payment of any sums in respect of any Munio Capital Bonds without the consent of the Company.

18.14 A Special Resolution, passed at a meeting of Holdersdulyconvenedandheld inaccordancewiththe provisions of this clause, shall be binding on all theHolderswhetherornotpresentatsuchmeetingandeachoftheHoldersshallbeboundtogiveeffectto such Special Resolution accordingly. The passing of any such resolution shall be conclusive evidence that the circumstances justify the passing of such Special Resolution.

18.15 A resolution in writing signed by the holders of at least 75% in nominal value of the Munio Capital Bonds for the time being outstanding who are for the time being entitled to receive notice of meetings in accordance with the provisions contained in the agreement shall for all purposes be as valid and effectual as a Special Resolution. Such resolution in writing may be contained in one document or in several documents in like form each signed by one or moreoftheHolders.

18.16 Minutes of all resolutions and proceedings ateverysuchmeetingof theHoldershallbemadeand duly entered in books to be from time to time provided for that purpose by the Company.

19.0 DEFAULT

The following are Events of Default:

19.1 Non-payment:

The Company fails to pay any principal or interest on any of the Bonds within 20 Business Days after the due date for payment thereof;

19.2 Breach of undertaking:

The Company fails duly to perform or comply with any obligation (other than an obligation to pay principal or interest in respect of the Bonds) expressed to be assumed by it in this agreement and such failure continues for 21 days after written notice has been given by any Bondholder requiring remedy thereof;

19.3 Cross-default:

Any indebtedness of the Company, or any member of the Group, that is not paid when due or is declared to be or otherwise becomes due and payable prior to itsspecifiedmaturity,oranycreditoroftheCompanyor any member of the Group, becomes entitled to declare any such indebtedness due and payable prior toitsspecifiedmaturity;

19.4 Insolvency:

The Company or any member of the Group is (or could be deemed by law or a court to be) insolvent or unable to pay its debts (as defined in section123 of the Insolvency Act 1986), stops, suspendsor threatens to stop or suspend payment of all or any material part of its indebtedness or commences negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of all or any material part of its indebtedness or makes a generalassignmentforthebenefitof,orcompositionwith, its creditors (or any class of its creditors) or a moratorium is agreed or declared in respect of, or affecting, all or a material part of its indebtedness;

19.5 Enforcement proceedings:

A distress, attachment, execution or other legal process is levied, enforced or sued out on or against all or any part of the assets of the Company or any member of the Group and is not discharged or stayed within 21 days;

19.6 Winding-up:

The Company or any member of the Group takes any corporate action or other steps are taken or legal or other proceedings are started for its winding-up, dissolution or reorganisation (other than for the purposes of a bona fide,solventschemeofreconstructionoramalgamationpreviously approved by Special Resolution) or for the appointment of a receiver, administrator, administrative receiver,liquidator,trusteeorsimilarofficerofitorofany or all of its assets;

19.7 Analogous proceedings:

Anything analogous to or having a substantially similareffecttoanyoftheeventsspecifiedinclause19.4 to clause 19.6 inclusive shall occur under the laws of any applicable jurisdiction;

19.8 Encumbrance enforceable:

Any encumbrance on or over the assets of the Company or any member of the Group becomes enforceable and any step (including the taking of possession or the appointment of a receiver, manager or similar person) is taken to enforce that encumbrance;

19.9 Cessation of business:

The Company or any member of the Group ceases to carry on the business it carries on at the date of this agreement or a substantial part thereof; and

19.10 Illegality:

It is or becomes or will become unlawful for the Company to perform or comply with any of its obligations under this agreement, or any such obligation is not or ceases to be legal, valid and binding.

20.0 SECURITY AND ENFORCEMENT

20.1TheSecurityshallbeheldforthebenefitofthebondholders by the Security Trustee on the terms of the Security Trust Deed.

20.2 If an Event of Default has occurred the Aggregate Nominal Amount shall become due and payable immediately by the Company.

20.3 If an Event of Default has occurred the Security Trustee is entitled to enforce the Security on the terms of the Security Trust Deed.

20.4 Bondholders will enjoy the benefit of a fixedandfloatingchargesecurityoverall theassetsandundertakings of the Company, present and future, under the terms of a debenture.

20.5 JadeStateWealthLimitedhasbeenappointedasthe Security Trustee. As part of this role the Security Trustee will assume control of the assets held by the Company in the event the company fails in its duties as outlined in this Investment Memorandum.

21.0 NO SET-OFF

Payments of principal and interest under thisagreement shall be paid by the Company to the Bondholders without any deduction or withholding (whether in respect of any set-off, counter-claim, duties, taxes or otherwise whatsoever) unless the deduction or withholding is required by law.

22.0 ENFORCEMENT

22.1 From and after the date of this agreement, and so long as any amount is payable by the Company in respect of the Bonds, the Company undertakes that it shall duly perform and observe the obligations on its part contained in this agreement.

22.2 The Bonds shall be held subject to and with thebenefitoftheprovisionsofthisagreement,theConditions and the schedules (all of which shall be deemed to be incorporated in this agreement). All such provisions shall be binding on the Company and the Bondholders and all persons claiming through or under them respectively, and shall endure for the benefitofallBondholders.

22.3 Each Bondholder shall be entitled to sue for the performance and observance of the provisions of this agreement so far as his holding of Bonds is concerned. No other person shall have any right to enforce any term or condition of this agreement under theContracts(RightsofThirdParties)Act1999.

23.0 MODIFICATION

The provisions of this agreement and the Conditions and the rights of the Bondholders may from time to timebemodified,abrogatedorcompromisedinanyrespect (including in any manner set out in paragraph 18)withthesanctionofaSpecialResolutionandwiththe consent of the Company.

24.0 GOVERNING LAW AND JURISDICTION

24.1 This agreement and the Bonds and any dispute or claim arising out of or in connection with any of them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the law of EnglandandWales.

24.2 The courts of England and Wales shall haveexclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or any Note or their subject matter or formation (including non-contractual disputes or claims).

25.0 NOTICES

Any Bondholder described in the Register as being at an address outside the United Kingdom but who shall from time to time give to the Company an address within the United Kingdom at which any notice may be served upon him shall be entitled to have notice served on him at such address. Save as otherwise provided in this Condition 6, no Bondholder other than a Bondholder described in the Register as being at an address within the United Kingdom shall be entitled to receive any notice.

25.1 Notice to Bond Holders

Anynoticeorotherdocument(includingCertificatesfor Bonds) may be given or sent to any Bondholder bysendingthesamebypostinaprepaid,firstclassletter addressed to such Bondholder at his registered address in the United Kingdom or (if he has no registered address within the United Kingdom) to the address (if any) within the United Kingdom supplied by him to the Company for the giving of notice to him. In the case of joint registered holders of any Bonds a notice given to the Bondholder whose name standsfirstintheRegisterinrespectofsuchBondsshall be sufficientnotice toall jointholders.Noticemay be given to the persons entitled to any Bonds as a result of the death or bankruptcy of any Bondholder bysendingthesamebypostinaprepaid,first-classenvelope addressed to them by name or by the title of the representative or trustees of such Bondholder at the address (if any) in the United Kingdom supplied for the purpose by such persons or (until such address is supplied) by giving notice in the manner in which it would have been given if the death or bankruptcy had not occurred.

25.2 Notice to the Company

Anynoticeorotherdocument(includingCertificatesfor Bonds) may be given or sent to the Company by sending the same by post in a prepaid, first-classletter addressed to the Company at its registered officeforthetimebeing.

25.3 Service of Notice

Any notice, communication or document sent by post shall be deemed to have been delivered or received on the second Business Day following the day on which it was posted. In proving such delivery or receipt it shallbesufficienttoprovethattherelevantnotice,communication or document was properly addressed, stamped and posted (by airmail, if to another country) in the United Kingdom.

26.0 FORCE MAJEURE

Neither party shall be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure result from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations. If the period of delay or non-performance continues formorethan180-days,thepartynotaffectedmaygive notice stipulating fair and reasonable terms of specificperformancebygiving30days’writtennoticeto the affected party.

Munio CapitalBlackwellHouse

Guildhall YardLondon EC2V 5AE

United Kingdom