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PARTIES

  1. Kiribilli Private Capital Limited of Registered Address 71-75 Shelton Street, London, Greater London, United Kingdom, WC2H 9JQ Company Number 11044033 The Registrar of Companies for England and Wales (KPC)

 

 

RECITALS

  1. Pursuant to the Class Order, KPC provides Introductory Services by which it introduces entities and executives requiring debt capital investment to potential investors.

  2. The Subscriber wishes to be introduced to such entities and executives requiring debt capital investment with the potential to invest in one or more of those entities.

 

 

THE PARTIES AGREE

  1. DEFINITIONS AND INTERPRETATION

    1. Definitions

      In this deed unless the context otherwise requires:

      1. Act means the Australian Corporations Act 2001 (Cth) and the United Kingdom Financial Services and Markets Act 2000.

      2. Class Order means the Class Order 02/0273 made by the Australian Securities and Investments Commission on 5 March 2002, and the United Kingdom Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“FPO”) (“Exempt Persons”), as subsequently amended or updated

      3. Interests means securities (as defined in section 92 of the Act) or interests in managed investment schemes (as defined in section 9 of the Act).

      4. Introductory Services means the service provided by KPC of introducing Targets to Subscribers, including providing the Publication.

      5. Publication means any document (in any form or format and whether provided in hard or soft copy and howsoever distributed or delivered) provided by KPC which principally contains information about one or more Targets.

      6. Target means an entity which seeks capital investment from investors (which may include the Subscriber), in return for which it will issue Interests.

    2. Interpretation

      In this deed unless the contrary is expressly provided:

      1. the singular includes the plural and vice versa;

      2. a gender includes each other gender;

      3. headings are for convenience only and do not affect interpretation;

      4. reference to legislation or a provision of any legislation includes modifications or re-enactments of the legislation, or any legislative provision substituted for, and all legislation and statutory instruments and regulations issued under the legislation; and

    3. Governing law

      The parties to this deed irrevocably agree that the courts of England and Wales shall have non-exclusive jurisdiction over any dispute or claim that arises out of or in connection with this deed.

  2. SUBSCRIPTION

    1. The Subscriber subscribes for such Introductory Services as KPC elects to provide.

    2. Subject to the Class Order, a Publication forming part of the Introductory Services may include the name or distinguishing trademark or logo of a Target.

    3. The Subscriber acknowledges that the Introductory Services are provided pursuant to the Class Order and that the Introductory Services shall not be provided unless they can be provided in accordance with the Class Order or otherwise in accordance with such Class Order.

    4. The Subscriber acknowledges that the Introductory Services are provided at the discretion of KPC. Nothing in this deed shall oblige KPC to provide any part of the Introductory Services or any Publication.

  3. CLASS ORDER ACKNOWLEDGEMENTS

    The Subscriber acknowledges in respect of the Introductory Services:

    1. All investments (including a Target) carries risks that an investor must considers if it fits their risk profile and investment objectives.

    2. KPC has strongly advised the Subscriber to seek professional advice before investing in any Target.

    3. The information contained in any Publication has been prepared by or on behalf of the Target, and KPC has not undertaken an independent review of the information contained in any Publication;

    4. The information contained in a Publication about the proposed business opportunity presented by a Target or the available Interests is not intended to be the only information on which the Subscriber makes its investment decision, and is not a substitute for a disclosure document, Product Disclosure Statement (as defined in the Act) or any other notice that may be required under the Act, as the Act may apply to the investment. Detailed information may be needed to make an investment decision, for example, financial statements, a business plan, information about ownership of intellectual or industrial property, or expert opinions including valuations or auditors’ reports;

    5. The Subscriber is aware that no established market exists for the trading of Interests offered by the Target;

    6. Each Publication is subject to the Class Order.

  4. CONFIDENTIALITY

    1. Subscriber obligations

      The Subscriber acknowledges that all information provided by KPC or any Target or any other person on or after the date of this deed in relation to KPC or any Target, including but not limited to any information included in a Publication or otherwise provided as part of the Introductory Services, is confidential. The Subscriber undertakes to maintain all such information in the strictest confidence and not to disclose that information to any person except:

      1. To the Subscriber’s professional advisers, where the professional adviser is also under an obligation to maintain the information as confidential;

      2. As permitted by clause 4.4.

    2. KPC obligations

      KPC acknowledges that all information provided by the Subscriber on or after the date of this deed in relation to the Subscriber is confidential. KPC undertakes to maintain all such information in the strictest confidence and not to disclose that information except:

      1. To its professional advisers, where the adviser is under an obligation of confidentiality; or

      2. as permitted by clause 4.4.

    3. Information which is not confidential

      Information which is disclosed by one party to the other is not required to be treated as confidential where:

      1. The information was known to the recipient prior to the date of this deed; or

      2. The information is in the public sphere otherwise than by breach of a confidentiality obligation by the recipient.

    4. Permitted disclosure

      A recipient of confidential information may disclose the confidential information where:

      1. The disclosure is required by law; or

      2. The discloser of the information gives their written consent to the disclosure.

    5. Precedence of confidentiality obligations

      Where any party to this deed has any other obligation of confidentiality to any other party which obligation is more stringent that the obligations of confidentiality set out in this deed, that other obligation of confidentiality shall prevail.

  5. WARRANTY

    Where the Subscriber is not an Australian and/or a England and Wales resident or receives a Publication in any place outside of Australia and England and Wales, the Subscriber warrants that:

    1. it is a wholesale, sophisticated or professional investor (or the equivalent term as applicable in the jurisdiction of the Subscriber’s residence or where it receives the Publication);

    2. it is capable of and experienced in evaluating investments in the nature of any Interests introduced through KPC; and

    3. it is able to lawfully receive a Publication and any offer or invitation to invest in Interests in accordance with the laws of the jurisdiction in which the Subscriber resides or receives a Publication.

  6. NON-CIRCUMVENT

    The Subscriber acknowledges that KPC may KPC become entitled to fees, commissions or other benefits where it subscribes for Interests following KPC’s provision of the Introductory Services. The Subscriber agrees that it will not do anything or take any action which may circumvent KPC and/or restrict, reduce or eliminate KPC’s right to a fee, commission or benefit including by:

    1. Arranging for or subscribing for the issue of Interests without the knowledge of KPC;

    2. Taking steps to prevent KPC from KPC becoming aware of a subscription for Interests, including by procuring the Target to withhold information from KPC; or

    3. Seeking to circumvent KPC through implementing an alternative investment structure or investing through a person who does not meet the definition of Subscriber under this deed.

  7. TERM AND TERMINATION

    This deed commences on the date of its execution by both parties hereto and shall continue until terminated on 5 business days’ written notice from one party to the other. In the event of termination, the provisions of clauses 6 and 7 shall survive.

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