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Investor Agreement

The following terms constitute a binding agreement ("Agreement") between you, WiseAlpha Technologies Limited (the "Fractional Bond Issuer" or "WiseAlpha Technologies") and any other entity that may accede to the terms of this Agreement pursuant to clause 18 (Accession). This Agreement will govern all purchases of Fractional Bonds and/or such other instruments as may be offered or issued under this Agreement that you may, from time to time, make using the WiseAlpha Platform, which is operated by WiseAlpha Technologies (together the "WiseAlpha Products", each a "WiseAlpha Product" and each WiseAlpha Product as issued by a "WiseAlpha Product Issuer").

Please read this Agreement, the terms of use ("Terms of Use") and the Terms and Conditions of the Fractional Bonds (as defined below and both of which are available on the WiseAlpha website at www.wisealpha.com and any subdomain thereof (the "Platform" or the “WiseAlpha Platform”)) carefully and also print and retain a copy of these documents for your records.

By signing electronically below or separately in writing, you:

  1. agree to the terms of this Agreement together with the Terms of Use;
  2. consent to the WiseAlpha Privacy Policy (also available on the Platform);
  3. agree to transact business with any of the Fractional Bond Issuer and/or any other WiseAlpha Product Issuer that has acceded to this Agreement on the basis set out herein and always in accordance with the Terms and Conditions of the Fractional Bonds and any agreements issued in relation to any other WiseAlpha Product, as applicable; and
  4. agree to receive communications relating to any of WiseAlpha Products electronically.

Please note that under clause 3 (Purchase) of this Agreement in certain circumstances you grant the Fractional Bond Issuer the authority to amend certain of the main elements of the Investment Contract related to the Fractional Bonds, without the need for your agreement to those changes.

If you are using the systems and services provided via the Platform, agreeing to these terms and conditions or purchasing a Fractional Bond on behalf of an LLP, limited company, partnership, public body or other separate entity you warrant that you are duly authorised to act on its behalf.

1. Definitions

"Code" means the US Internal Revenue Code of 1986.

"Completion Price" – (i) the final price for acquiring a Fractional Bond or (ii) par for acquiring a WiseAlpha Product which is a bond.

"CRS" means the Organisation for Economic Co-operation and Development ("OECD") Common Reporting Standard and the Irish regulations implementing CRS (statutory instrument number 583 of 2015), together with any treaty, law, regulation or agreement with any governmental or taxation authority in any jurisdiction which implements or facilitates the implementation of the OECD Common Reporting Standard.

"Deed Poll" – The Deed Poll dated on or about 14 October 2024 and entered into by the Fractional Bond Issuer which constitutes the Fractional Bonds, such Fractional Bonds being subject to the Terms and Conditions of the Fractional Bonds, series of which will be issued and evidenced by way of a Final Terms (Terms and Conditions of the Fractional Bonds and Final Terms each as defined below and substantially in the form of Schedule 1 and Schedule 2 of the Deed Poll).

"Deed Polls" – means the Supplemental Deed Poll and the Deed Poll.

"FATCA" means:

  1. sections 1471 to 1474 of the Code or any associated regulations or other official guidance with respect thereto;
  2. any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in (a) above; or
  3. any agreement pursuant to the implementation of any treaty, law or regulation referred to in s (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

"Fees Page" – The page on the Platform called Fees which can be accessed via https://www.wisealpha.com/fees

"Final Terms" – The economic terms of a series of Fractional Bonds reflecting the economic terms of the specific Investment to which the Fractional Bond is linked and constituted and documented pursuant to a Deed Poll.

"Fractional Bonds" – trust certificates that record each Trust over the Series Specific Investments which are or will be constituted by the Supplemental Deed Poll or the Deed Poll, as applicable.

"Initial Offering" – Initial offering of a particular WiseAlpha Fractional Bond or WiseAlpha Product.

"Investments" – Loans, bonds or other investment instruments listed on the Market Page of the Platform.

"Investment Contract" - The credit agreement or other contract governing an Investment underlying the Fractional Bonds.

"Investor" – The purchaser of a WiseAlpha Product ("you").

"Market Page" – The listing page(s) on the Platform called "Market" which lists Fractional Bonds linked to various Investments and/or any other WiseAlpha Product.

"Mandatory Disclosure Regime" – means the EU mandatory disclosure regime provided for under Council Directive 2011/16/EU of 15 February 2011 on administrative cooperation in the field of taxation, as amended.

"Minimum Initial Purchase Denomination" – The minimum Order amount when first acquiring any WiseAlpha Product, which is equal to £100 or such other amount as may be specified on the Market Page.

"Obligor" –The obligor, borrower or issuer under an Investment Contract.

"Offering Price" – The percentage purchase price of a Fractional Bond.

"Order" – A legally binding agreement to become a trust beneficiary by way of the acquisition of a Fractional Bond at the Offering Price.

"Sale Fee" – The one-off sales fee charged on the principal amount of the Fractional Bond sold prior to maturity as further described in clause 5.3 below and the Fees Page or such other percentage or amount of a WiseAlpha Product as may be listed on the Market Page.

"Series Specific Investments" - a separate Investment or pool of Investments recorded as a separate “Series”.

"Services Fee" – The annualised services fee charged on the aggregate outstanding principal amount of the Fractional Bonds as further described in clause 5.3 below and the Fees Page or such other percentage or amount of a WiseAlpha Product as may be listed on the Market Page

"Supplemental Deed Poll" – The supplemental deed poll dated on or about 14 October 2024 and entered into by the Fractional Bond Issuer which constitutes the existing Fractional Bonds, such Fractional Bonds being subject to the Terms and Conditions of the Fractional Bonds, series of which will be issued and evidenced by way of amended and restated Final Terms.

"Reinvestment Option" – The reinvest interest and capital option listed on the Account Summary page of the Platform pursuant to which Investors may elect to reinvest interest and capital received on their Fractional Bonds.

"Terms and Conditions of the Fractional Bonds" – The terms and conditions of the Fractional Bonds as set out on the Platform, as supplemented by the Final Terms in respect of each series of Fractional Bonds.

"Terms of Use" – The Platform terms of use policy for all users.

"Trust(s)" – a series of bare trusts established pursuant to the Deed Poll, each such trust being Series Specific Investments and evidenced by Fractional Bonds.

2. Agreement

2.1 In consideration of the agreements, representations and warranties hereinafter set forth, and for other good and valuable consideration, receipt of which is hereby acknowledged, it is agreed as set out herein.

2.2 Any agreement to purchase and sell any WiseAlpha Product will be several and not joint on the part of the Fractional Bond Issuer and any other relevant WiseAlpha Product Issuer that may have acceded to this Agreement.

3. Purchase

3.1 Fractional Bonds

3.1.1 Subject to the terms and conditions of this Agreement, WiseAlpha Technologies will provide you the opportunity through the Platform:

  1. To review Investments that the Fractional Bond Issuer provides access to through the offer and issue of Fractional Bonds; and
  2. To purchase Fractional Bonds with a Minimum Initial Purchase Denomination of £100.

3.1.2 The Fractional Bonds shall be issued pursuant to your agreement to purchase Fractional Bond(s) on the basis of the terms set out herein and subject always to the Terms and Conditions of the Fractional Bonds. The purchase price for any Fractional Bonds you purchase through the Platform will be set at an Offering Price that the Fractional Bond Issuer determines from time to time of the principal amount of the Fractional Bonds that you decide to purchase. The Completion Price will be at a price no greater than 0.5% above the Offering Price; otherwise a re-confirmation of the Order will be requested from you. Such Completion Price will not always reflect the same price at which the Issuer acquires its interest in the relevant Investment and the Issuer may benefit from certain selling concessions or similar benefits, including as a consequence of an early or primary purchase of a particular Investment, which such selling concession or similar benefit may not be passed on to Investors.

3.1.3 You must commit to purchase a Fractional Bond through the Platform to fund the acquisition by the Fractional Bond Issuer of an Investment prior to the purchase of that Investment. For Initial Offerings of WiseAlpha Fractional Bonds or WiseAlpha Products you can create an order for the Fractional Bond or WiseAlpha Product during the offer period (usually 2-4 weeks) but must fund your order by paying an amount equal to the aggregate Completion Price for the relevant Fractional Bonds or WiseAlpha Products in accordance with clauses 3.3.1 and 3.3.2 below before the closing date for each investment in order to secure your allocation. After you have paid the Completion Price in accordance with clauses 3.3.1 and 3.3.2 below, and you will not have access to those funds unless and until the Fractional Bond Issuer has notified you that the purchase of the Investment will not be funded. Once you make a funding commitment within the Platform and, if applicable, have checked the box in relation to the Reinvestment Option, (save as set out above) that commitment is irrevocable regardless of whether the full amount of the Investment to be purchased is funded. If the purchase of the Investment does not close, then the Fractional Bond Issuer will inform you and release you (and the related funds) from your purchase commitment.

3.1.4 In certain cases the Fractional Bond Issuer or another party may underwrite any shortfall in orders so that a particular trade for an Investment can be closed. In such circumstances, it will be made clear in the particulars of the trade on the Platform that an underwriter has been identified and that the trade has been underwritten. The terms and conditions relating to any underwriting will be determined by and documented separately by the Fractional Bond Issuer.

3.2 Other WiseAlpha Products

Subject to the terms and conditions of this Agreement, other WiseAlpha Product Issuers that may accede to the Agreement pursuant to clause 18 (Accession) may provide you the opportunity through the Platform to purchase other WiseAlpha Products with a Minimum Initial Purchase Denomination as may be listed on the Market Page and subject to such terms and conditions of the relevant WiseAlpha Product as separately specified.

3.3 Payment of Completion Price

3.3.1 All monies to be paid by you in respect of the Completion Price for any Fractional Bond or other WiseAlpha Product shall be paid to a segregated client bank account designated by reference to the relevant WiseAlpha Product (each such account being a "Product Account").

3.3.2 The details of the Product Account to which monies in respect of the Completion Price for a given WiseAlpha Product must be sent will be set out at the account summary page.

3.3.3 You agree that we may:

  1. direct that you make payments in respect of, or in connection with, Orders or Fractional Bonds or other WiseAlpha Products to and/or using facilities provided;
  2. make payments to you in respect of, or in connection with Orders or Fractional Bonds or other WiseAlpha Products using facilities provided; and/or.
  3. direct that you undertake foreign exchange transactions in respect of, or in connection with Orders or Fractional Bonds or other WiseAlpha Products using facilities provided; and/or
  4. undertake foreign exchange transactions in respect of, or in connection with Orders or Fractional Bonds or other WiseAlpha Products using facilities provided; and/or.
  5. direct that sums paid by, or due to, you in respect of, or in connection with Orders or Fractional Bonds or other WiseAlpha Products are held by in facilities provided,
  6. and you consent to WiseAlpha Technologies or designated contracted third parties being used for such payments and transactions and providing such facilities.

3.3.4 If at any time any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, such provision shall be deemed to be severed from this Agreement but the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected or impaired.

4. Issuance

4.1 Fractional Bonds

Each time you purchase a Fractional Bond, it will be issued immediately following the closing of the purchase of the Investment that the Fractional Bond Issuer purchases with the proceeds of your Fractional Bond. Purchases of Investments generally close within 56 days unless (1) the selling counterparty declines to complete the trade prior to closing, in which case the Fractional Bond Issuer will release you from your purchase commitment; (2) Investor commitments for the minimum purchase denomination of the related Investment have been received earlier, in which case the issuance of the Fractional Bond(s) to you will close earlier; or (3) the purchase of the related Investment is cancelled by the Fractional Bond Issuer for reasons relating to the operation and integrity of the Platform or if there is a change in the circumstances of the Obligor and the relevant Investment and the Fractional Bond Issuer decides to remove the Investment from the Market Page. In the event that there are excess orders in relation to the aggregate principal amount of the Investment actually purchased, the Fractional Bond Issuer may allocate Fractional Bonds at its discretion amongst the Investors who placed orders for Fractional Bonds linked to that Investment.

4.2 Other WiseAlpha Products

Each time you purchase a WiseAlpha Product other than the Fractional Bonds, it will be issued on terms that will be notified to you through the Platform.

5. Terms

5.1 Fractional Bonds

5.1.1 The Fractional Bonds are constituted by the Deed Polls and shall have the terms and conditions specified in the Terms and Conditions of the Fractional Bonds, as supplemented by the Final Terms relating to the relevant Investment, which are available for you to review upon request to the Fractional Bond Issuer. The interest rate (or other return), maturity and other terms of the corresponding Investments will be described on the Invest page on the Platform. Accordingly, on each Fractional Bond Periodic Payment Date, the Issuer shall account to the Holders for an amount equivalent to the amounts of interest or other return actually received (and identified as such) by or for the account of the Issuer under the relevant Investment Contract. You understand and acknowledge that the Fractional Bond Issuer may in its sole discretion, at any time and from time to time, vote on any proposed amendments to the underlying Investment. The Fractional Bond Issuer shall be entitled to engage, pay for and rely on the advice or services of any lawyers, accountants, valuers, surveyors or other experts in relation to any Investment.

5.1.2 So far as permitted by applicable laws, regulations and the practice of revenue authorities, all interest earned on your Fractional Bonds will be credited to your account without deducting income tax or corporation tax. It is the responsibility of each Investor to account for any income or corporation tax that may be payable by it. On request by an Investor, the Fractional Bond Issuer will issue a certificate stating the amount of interest earned by the Investor during the previous financial year. The Fractional Bond Issuer shall be entitled to provide to the Irish Revenue Commissioners, HM Revenue & Customs and/or any other revenue authority any and all information requested by such authority relating to payments made to Investors. Upon request the Fractional Bond Issuer will ensure that funds in your account that are not committed to the purchase of Fractional Bonds (and in turn by the Fractional Bond Issuer to Investments) will be transferred to the bank account from which the original monies were transferred. The Fractional Bond Issuer reserves the right to deduct from any such payment a charge to cover the Fractional Bond Issuer’s direct costs of the funds transfer.

5.1.3 Where applicable any interest that accrues on client money whilst it is in the segregated client bank account will belong to WiseAlpha Technologies.

5.2 Other WiseAlpha Products

Other WiseAlpha Products will be constituted by such terms and conditions as may be listed on the Platform.

5.3 Fees

WiseAlpha Technologies will charge a Services Fee, which will be deducted from payments under the Fractional Bonds when each interest or other payment is received from the Obligor based on a daily rate as 1/365 of the annual Services Fee. If an Obligor misses an interest or other payment, the Services Fee relating to that payment will not be deducted until that payment has been received. The Services Fee covers WiseAlpha Technologies' role in providing intermediary services.

The Services Fee payable is set out on the Fees Page. If the Services Fee is amended by WiseAlpha Technologies the notification of change will be sent to you by electronic communication prior to the change taking effect. WiseAlpha Technologies reserves the right to solely amend the Services Fee at its absolute discretion.

WiseAlpha Technologies limited will also charge a Sale Fee which will be deducted from proceeds of a sale of any Fractional Bond and will be charged on the principal amount of the Fractional Bond if sold prior to maturity. The Sales Fee payable is set out on the Fees Page. If the Sales Fee is amended by WiseAlpha Technologies the notification of change will be sent to you by electronic communication prior to the change taking effect. WiseAlpha Technologies reserves the right to solely amend the Sales Fee at its absolute discretion.

6. Your Covenants and Acknowledgements

6.1 You agree that you have no right to, and shall not, make any attempt, directly or through any third party, to collect from the Obligor on your Fractional Bonds or the corresponding Investment.

6.2 YOU UNDERSTAND AND ACKNOWLEDGE THAT OBLIGORS MAY DEFAULT ON THEIR PAYMENT OBLIGATIONS UNDER THE INVESTMENTS AND THAT SUCH DEFAULTS WILL REDUCE THE AMOUNTS, IF ANY, YOU MAY RECEIVE UNDER THE TERMS OF ANY FRACTIONAL BONDS YOU HOLD ASSOCIATED WITH SUCH INVESTMENTS. You also agree that the Fractional Bonds are intended to be trust certificates that record the Trust over each Series Specific Investments which will be held on trust by the Fractional Bond Issuer.

6.3 You agree that you will not take any position inconsistent with such treatment of the Fractional Bonds for tax, accounting, or other purposes, unless required by law. You acknowledge that you are prepared to bear the risk of loss of your entire purchase price for any WiseAlpha Product that you may purchase.

7. Your Representations and Warranties

7.1 You covenant that you will abide by the maximum investment limits, set forth below. You agree to provide any additional documentation reasonably requested by any of the Fractional Bond Issuer and/or any WiseAlpha Product Issuer that may have acceded to this Agreement, as may be required by the securities administrators or regulators of any applicable jurisdiction. You understand that no WiseAlpha Product will be listed on any securities exchange, that there may be no market for any WiseAlpha Product, that any monetisation of Fractional Bonds or other WiseAlpha Product prior to maturity is dependent on the Fractional Bond Issuer’s or the relevant WiseAlpha Product Issuer’s respective ability and willingness to repurchase Fractional Bonds or other WiseAlpha Product and that purchasers of Fractional Bonds and/or other WiseAlpha Products should be prepared to hold the Fractional Bonds and/or WiseAlpha Products they purchase until they mature or are redeemed prior to their stated maturity.

7.2 In addition, you represent and warrant to each of the Fractional Bond Issuer and/or any WiseAlpha Product Issuer that has acceded to this Agreement, as of the date of this Agreement and as of any date that you commit to purchase any WiseAlpha Product, that:

7.2.1 you have the power to enter into and perform your obligations under this Agreement;

7.2.2 this Agreement has been duly authorized, executed and delivered by you;

7.2.3 you have reviewed the Terms and Conditions of the Fractional Bonds and/or the terms and conditions of any WiseAlpha Product that may be listed on the Platform (as applicable);

7.2.4 in connection with this Agreement, you have complied in all material respects with all applicable laws and regulations;

7.2.5 you are not relying on any information given or any representations, warranties, agreements or undertakings (express or implied), written or oral, or statements made at any time by any of the Fractional Bond Issuer or any other WiseAlpha Product Issuer;

7.2.6 you are not relying on the Fractional Bond Issuer or any other WiseAlpha Product Issuer, any of their agents or employees to advise whether or not the Fractional Bonds or other WiseAlpha Product is a suitable investment for you;

7.2.7 you are aware that it is open to you to seek advice from someone who specialises in advising on investments;

7.2.8 you and funds under your management are not engaged in money laundering;

7.2.9 you have made your decisions in connection with your consideration of any Fractional Bonds and their corresponding Investments or any other WiseAlpha Product on the Platform in compliance with any applicable laws, regulations, rules or ordinances applicable to you; and

7.2.10 you will provide the Fractional Bond Issuer with such information as it may require in order to comply with any reporting or other requirements (including FATCA, CRS and the Mandatory Disclosure Regime).

8. Limitation on Addition of Additional Funds to Your Account Without Our Prior Consent

To help ensure that the Fractional Bonds and/or any WiseAlpha Products that may be listed on the Platform are available to as many participants as possible, you agree that you may not make a subscription in an amount of Ten Million Pounds Sterling (£10,000,000) or more without the prior consent of WiseAlpha Technologies. In addition, if a subsequent subscription would bring the total value of your subscriptions (including any Fractional Bonds, any other WiseAlpha Product and any accrued interest, any other return or other unpaid distributions thereon) to an amount equal to or greater than Ten Million Pounds Sterling (£10,000,000), you may not make such an additional subscriptions without the prior consent of WiseAlpha Technologies.

9. Our Representations and Warranties

9.1 Each of the Fractional Bond Issuer and any other WiseAlpha Product Issuer that has acceded to this Agreement represents and warrants in respect of itself only to you, as of the date of this Agreement and as of any date that you commit to purchase any WiseAlpha Product, that: (a) it is duly incorporated and validly existing as a company in England (with respect to the Fractional Bond Issuer), or in the relevant jurisdiction of incorporation (with respect to any other WiseAlpha Product Issuer that has acceded to this Agreement) and has the corporate power to enter into and perform its obligations under this Agreement; (b) this Agreement has been duly authorized, executed and delivered by it; (c) the Fractional Bonds and any other WiseAlpha Products have been duly authorized and constitute the valid and binding obligations of each of the Fractional Bond Issuer and the relevant WiseAlpha Product Issuer that has acceded to this Agreement, as applicable, enforceable against it in accordance with their terms, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency or similar laws; and (d) it has complied in all material respects with applicable laws in connection with the offer and sale of the WiseAlpha Products.

9.2 Notwithstanding anything herein to the contrary, the obligations of the Issuer arising hereunder or in respect of the Fractional Bonds are limited recourse obligations payable solely from the sums of principal, interest, other return and additional amounts (if any) actually received (and identified as such) in relation to the relevant Investment pursuant to the related Investment Contract (the "Assets"). Following realisation of the Assets and the application of the proceeds thereof, any claims of the Holders (and the obligations of the Issuer) shall be extinguished. Each Holder agrees that it will not petition a court, or take any action or commence any proceedings for, the liquidation or the winding-up of, or the appointment of an examiner to, the Issuer or any other bankruptcy or insolvency proceedings with respect to the Issuer. The provisions of this Clause 9.2 shall survive the termination or expiration of this Agreement and the redemption of the Fractional Bonds.

PAYMENT ON THE FRACTIONAL BONDS, IF ANY, DEPENDS ENTIRELY ON THE RECEIPT OF PAYMENTS BY THE FRACTIONAL BOND ISSUER IN RESPECT OF THE CORRESPONDING INVESTMENT. THE FRACTIONAL BOND ISSUER DOES NOT WARRANT OR GUARANTEE IN ANY MANNER THAT YOU WILL RECEIVE ALL OR ANY PORTION OF THE PRINCIPAL OR INTEREST (OR OTHER RETURN) YOU EXPECT TO RECEIVE ON ANY FRACTIONAL BOND OR REALIZE ANY PARTICULAR OR EXPECTED RATE OF RETURN. THE AMOUNT YOU RECEIVE ON YOUR FRACTIONAL BONDS, IF ANY, IS SPECIFICALLY RESTRICTED TO PAYMENTS MADE BY THE FRACTIONAL BOND ISSUER EQUAL TO THE PAYMENTS MADE BY THE OBLIGOR (AND RECEIVED BY THE FRACTIONAL BOND ISSUER) UNDER THE RELATED INVESTMENT TO WHICH YOU COMMITTED NET OF ANY FEES AND EXPENSES AS DESCRIBED ABOVE. THE FRACTIONAL BOND ISSUER DOES NOT MAKE ANY REPRESENTATIONS AS TO AN OBLIGOR’S ABILITY TO PAY AND DOES NOT ACT AS A GUARANTOR OF ANY CORRESPONDING INVESTMENT PAYMENT OR PAYMENTS BY ANY OBLIGOR.

10. No Advisory Relationship

10.1 You acknowledge and agree that the purchase and sale of the WiseAlpha Products pursuant to this Agreement is an arms-length transaction between you and the Fractional Bond Issuer or such other WiseAlpha Product Issuer as may have acceded to this Agreement, as applicable. In connection with the purchase and sale of any WiseAlpha Product, none of the Fractional Bond Issuer or any other WiseAlpha Product Issuer is acting as your agent or fiduciary.

10.2 None of the Fractional Bond Issuer or any other WiseAlpha Product Issuer assumes an advisory responsibility in your favour in connection with the purchase and sale of the WiseAlpha Products. None of the Fractional Bond Issuer or any other WiseAlpha Product Issuer has provided you with any legal, accounting, regulatory or tax advice with respect to the Fractional Bonds, the corresponding Investments and/or any other WiseAlpha Product. You have consulted your own legal, accounting, regulatory and tax advisors to the extent you have deemed appropriate.

10.3 The Fractional Bond Issuer is a trustee in respect of each Trust and as such has a fiduciary responsibility in your favour in connection with the Fractional Bonds.

11. Further Assurances

The parties agree to execute and deliver such further documents and information as may be reasonably required in order to effectuate the purposes of this Agreement.

12. Entire Agreement

Except as otherwise expressly provided herein, this Agreement represents the entire agreement between you and each of the Fractional Bond Issuer and such other WiseAlpha Product Issuer as may have acceded to this Agreement regarding the subject matter hereof and supersedes all prior or contemporaneous communications, promises and proposals, whether oral, written or electronic between you and any or all of the Fractional Bond Issuer and such other WiseAlpha Product Issuer as may have acceded to this Agreement.

13. Consent to Electronic Transactions and Disclosures

13.1 Because each of the Fractional Bond Issuer and such other WiseAlpha Product Issuer as may have acceded to this Agreement operates only on the internet, it is necessary for you to consent to transact business online and electronically unless as agreed otherwise. As part of doing business on the Platform, therefore, you must consent to certain disclosures electronically, either via the Platform or to the email address you have provided. By entering into this Agreement, you consent to receive electronically all documents, communications, notices, contracts, and agreements arising from or relating in any way to the rights, obligations or services under this Agreement (each, a Disclosure). The decision on your part to do business electronically is yours. This document informs you of your rights concerning Disclosures.

13.2 Electronic Communications

Any Disclosures will be provided to you electronically through the Platform or via electronic mail to the verified email address you provided. If you require paper copies of such Disclosures, you may write to each of the Fractional Bond Issuer and such other WiseAlpha Product Issuer as may have acceded to this Agreement at the mailing address provided below and a paper copy will be sent to you.

13.3 Scope of Consent

Your consent to receive Disclosures and transact business electronically, and agreement to do so, applies to any transactions to which such Disclosures relate.

13.4 Consenting to do Business Electronically

Before you decide to do business electronically as set out in this Agreement, you should consider whether you have the required hardware and software capabilities described below.

13.5 Hardware and Software Requirements

In order to access and retain Disclosures electronically, you must satisfy the following computer hardware and software requirements: access to the internet; an email account and related software capable of receiving email through the internet; a web browser which is Transport Layer Security (TLS) - compliant and supports secure sessions. We support the current and the previous release of Chrome, Firefox, Safari, and Microsoft Edge. Each time a new browser version is released, we begin supporting that version and stop supporting the third most recent version.

13.6 Withdrawing Consent

You may withdraw your consent to receive Disclosures electronically by contacting the address below. If you already hold one or more WiseAlpha Products, all previously agreed terms and conditions will remain in effect, and Disclosures will be sent to your verified home address provided during registration.

13.7 Contact Regarding Electronic Disclosures

13.7.1 You can contact each of the Fractional Bond Issuer and/or each such other WiseAlpha Product Issuer as may have acceded to this Agreement via email at compliance@wisealpha.com or by contacting Member Support at investing@wisealpha.com. You may also write to the following address: WiseAlpha, Level 39, One Canada Square, Canary Wharf, London E14 5AB, Attention: Compliance.

13.7.2 You will keep each of the Fractional Bond Issuer and/or each such other WiseAlpha Product Issuer as may have acceded to this Agreement informed of any change in your email or home mailing address so that you can continue to receive all Disclosures in a timely fashion. If your registered email address changes, you must promptly notify us of your new email address sending an email to investing@wisealpha.com or calling +44 203 927 2790. You also agree to update your registered residence/mailing address and telephone number on the Platform if they change.

13.7.3 You will print a copy of this Agreement for your records and you agree and acknowledge that you can access, receive and retain all Disclosures electronically sent via email or posted on the Platform.

14. Notices

14.1 All notices, requests, demands, required disclosures and other communications to you will be transmitted to you only by e-mail to the e-mail address you have registered on the Platform or will be posted on the Platform, and shall be deemed to have been duly given and effective upon transmission or posting.

14.2 If your registered e-mail address changes, you must promptly notify us of your new email address. You also agree to promptly update your registered residence/mailing address on the Platform if they change.

14.3 You shall send all notices or other communications required to be given hereunder via email at compliance@wisealpha.com or by writing to: WiseAlpha, Level 39, One Canada Square, Canary Wharf, London E14 5AB, Attention: Compliance. You may call +44 203 927 2790, but calling may not satisfy your obligation to provide notice hereunder or otherwise preserve your rights.

15. Miscellaneous

The terms of this Agreement shall survive until the maturity or earlier redemption of the Fractional Bonds and/or any other WiseAlpha Product purchased by you. You may not assign, transfer, sublicense or otherwise delegate your rights or responsibilities under this Agreement to any person without the prior written consent of each of the parties hereto. Any such assignment, transfer, sublicense or delegation in violation of this section shall be null and void. Any waiver of a breach of any provision of this Agreement will not be a waiver of any subsequent breach. Failure or delay by either party to enforce any term or condition of this Agreement will not constitute a waiver of such term or condition. The headings in this Agreement are for reference purposes only and shall not affect the interpretation of this Agreement in any way.

16. Amendments

This Agreement may be amended:

16.1.1 unilaterally by agreement between the Fractional Bond Issuer and each such other WiseAlpha Product Issuer as may have acceded to this Agreement by giving you not less than ten business days’ written notice; and/or

16.1.2 by giving you written notice with immediate effect if such amendment is necessary in order to comply with the FCA Rules and/or any other applicable legal or regulatory obligations, and you shall be bound thereby.

An up-to-date version of this Agreement will always be available on the Platform and your consent to any amendments to this Agreement will be deemed to be given by your continued use of the Platform.

17. Data Protection

All data which you provide is held by WiseAlpha Technologies subject to the Data Protection Act 1998. You agree that personal data may be passed to other parties insofar as is necessary in order that the services may be provided as described in this Agreement as further detailed in the WiseAlpha Privacy Policy and to the extent required to by any regulatory body or national authority in accordance with all applicable laws.

18. Accession

By executing a letter in the form substantially as set out below at Appendix 1 (the "Accession Letter"), a person may agree to become a WiseAlpha Product Issuer for the purposes of this Agreement and upon execution of such Accession Letter hereby agrees that it:

  1. will carry out the obligations ascribed to a WiseAlpha Product Issuer in this Agreement including (without limitation) to list the WiseAlpha Products on the Platform together with all related legal documentation; and
  2. will arrange for any Accession Letter to be promptly made available on the Platform.

19. Rights of Third Parties

Save as expressly provided in clause 3.3.13, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.

20. Severability

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

21. Governing Law

This Agreement and all matters relating thereto shall be governed by and construed in accordance with English Law and the parties submit to the exclusive jurisdiction of the English Courts.

Appendix 1

Form of Accession Letter

To:      

WiseAlpha Technologies Limited

[NAMES OF ANY OTHER WISEALPHA PRODUCT ISSUERS THAT HAVE PREVIOUSLY ACCEDED TO THE INVESTOR AGREEMENT]

From:

[INSERT NAME OF RELEVANT WISEALPHA PRODUCT ISSUER]

Investor Agreement dated
23rd July 2015 as amended and/or restated from time to time (the "Investor Agreement")

We refer to the Investor Agreement. This is an Accession Letter for the purposes of the Investor Agreement. Any capitalised terms used but not defined herein shall have the meanings attributed to such terms in the Investor Agreement.

We, [INSERT NAME OF RELEVANT WISEALPHA PRODUCT ISSUER] of [INSERT ADDRESS], agree to be a WiseAlpha Product Issuer pursuant to the Investor Agreement and to be bound by the terms of the Investor Agreement.

[From [[•]], as a WiseAlpha Product Issuer we will make [INSERT NAME OF PRODUCT] available on the Platform and [INSERT NAME OF PRODUCT] will constitute a WiseAlpha Product for the purposes of the Investor Agreement. Any investment in [INSERT NAME OF PRODUCT] will be based on and subject to the terms of the Investor Agreement and subject always to the terms and conditions of the [INSERT NAME OF PRODUCT], which, as at the date hereof are constituted by the following document(s):

[INSERT NAME OF DOCUMENTS RELATING TO SUCH WISEALPHA PRODUCT]

Our contact details are as follows:

[INSERT NOTICE DETAILS]

This accession letter is intended to be executed as a deed and is governed by English law.
By:

[NAME OF WISEALPHA PRODUCT ISSUER]