A FUND MANAGED BY MMC VENTURES LIMITED

APPLICATION PROCEDURE AND FORM

6th April 2016 (C) APPLICATION PROCEDURE

The sections below correspond to the sections of the accompanying Application Form. It is essential that you complete all parts of the Application Form in accordance with this procedure. If you have any questions please contact us at:

Address: MMC Ventures Limited, 2 Kensington Square, London W8 5EP Telephone: 020 7938 2220

Section 1: Personal details

Enter your contact details. If you require copies of correspondence and documentation to be sent to an adviser please also include the contact name and address here. Your national insurance number is required to ensure you obtain your income tax relief. Joint applications are not permitted.

Section 2: Subscription and fees

Insert (in figures) the amount you are investing in the MMC EIS Fund, including any relevant advice charge.

If you wish us to pay the fees of your independent financial adviser out of your subscription funds, in accordance with paragraph 11.6 of the Customer Agreement, please indicate the amount.

Independent financial advisers who have made arrangements with their clients for their fees to be met out of the subscription funds should ensure that Section 2d is complete, giving their full name and contact details and details of their authorisation under the Financial Services and Markets Act 2000. The right is reserved to withhold payment of the advice charge if MMC is not, in its sole discretion, satisfied that the independent financial adviser is so authorised.

Please note that the minimum investment is £25,000. The maximum investment on which tax reliefs in EIS qualifying investments are available is currently £1,000,000 per tax year.

Cheques and banker’s drafts should be made payable to ‘MNL Client Account 2’ and sent with this Application Form to: MMC Ventures Limited, 2 Kensington Square, London W8 5EP.

Should you wish to pay by electronic transfer, please arrange for funds to be transferred to the following account: Metro Bank PLC, One Southampton Row, London WC1B 5HA

Reference: MMC- your surname – your initials Sort code: 23-05-80 Account name: MNL Client Account 2 Account number: 11667848 Swift code: MYMBGB2L IBAN: GB39MYMB23058011667848

Please note that your payment must relate solely to this application. No receipt will be issued. Payment should be made from a bank account in the name of the Applicant named in Section 1. If this is not practicable, you must provide MMC with anti-money laundering documentation for the third party. If you pay by cheque or banker’s draft, your cheque or banker’s draft must be drawn in sterling on an account at a branch (which must be in the United Kingdom, Channel Islands or the Isle of Man) of a bank which is either a member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited, a member of the Scottish Clearing Banks Committee or the Belfast Clearing Committee or which has arranged for its cheques or banker’s drafts to be cleared through facilities provided for members of any of those companies or associations and must bear the appropriate sorting code in the top right hand corner.

The right is reserved to reject any application form in respect of which the cheque or banker’s draft has not been cleared on first presentation. Any monies returned will be sent without interest at the risk of person entitled hereto by first class post by means of a cheque crossed “A/C Payee only” in favour of the person named in Section 1. If you pay by electronic transfer, we reserve the right to treat your application as not having been submitted until such time as the funds transferred by you in respect of your Subscription are received as cleared funds in the Mainspring Client Account.

If you have a CGT Deferral deadline it may be possible to arrange an accelerated investment schedule. Please indicate the deadline and we will discuss this with you.

Please note that there is a separate Customer Agreement for Business Investment Relief (BIR), and separate procedures for investors wishing to achieve BIR. Funds should NOT be transferred to the account listed above.

Section 3: Anti-money laundering

All applicants are required to provide the following proofs of identity, certified by a professional, with their Application Form: (i) a verified copy of your unexpired passport or unexpired photocard driving licence; and (ii) a verified copy of a recent bank or building society statement or utility bill in your name.

Section 4: Appropriateness

MMC is authorised and regulated by the Financial Conduct Authority (FCA) and we are required to ensure the appropriateness of our products and services. Please read the Risk Factors section of the Information Memorandum and complete each question so we can meet these criteria.

Section 5: Signature

Read the declaration and sign and date the Application Form in Section 5.

Sections 6 and 7 are for intermediaries use only

Section 6: Client certification

Complete, sign and date the declarations in Section 6. If all declarations are covered in the supplied identity verification certificate, or other supplementary documents, you may leave blank.

Section 7: Confirmation of fee arrangements

Complete the required bank details in order to receive any specified advice fee. APPLICATION FORM

This Application Form should be completed in full and returned to MMC Ventures Limited, 2 Kensington Square, London W8 5EP.

This Application Form forms part of the EIS Fund Customer Agreement. Before completing this Application Form you should read the MMC Information Memorandum.

Please complete in block capitals.

1 Personal details

Title

Forename(s)

Surname

Telephone number (home)

Telephone number (work)

Mobile phone number

Email address

Permanent address

Preferred mailing address (if different)

Date of birth

National insurance number

Please indicate all countries in which you are resident for tax purposes. If you are a US citizen or resident, please include United States here along with your US Tax Identification Number.

Email will be used as the primary mode of contact unless specified here 2 Subscription and fees a The total amount I would like to transfer to the MMC EIS Fund, including any £ adviser fees and charges, is: b Please confirm the method by which you intend to send funds:

Enclosed cheque from an account in the name of the investor made payable to ‘MNL Client Account 2’

Electronic transfer direct to Mainspring, MNL Client Account 2 using the following details: Reference: MMC – your surname – your initials Sort code: 23-05-80 Account name: MNL Client Account 2 Account number: 11667848 Swift code: MYMBGB2L IBAN: GB39MYMB23058011667848

Please note that there is a separate Customer Agreement for Business Investment Relief (BIR), and separate procedures for investors wishing to achieve BIR. BIR funds should NOT be transferred to the account listed above. Please contact MMC Ventures for more information if necessary. c Is IHT/BPR planning a consideration in your decision to subscribe to the MMC Ventures EIS Fund?

If yes, please indicate if there are any particular timing concerns we should be aware of when planning your investment

Is CGT deferral a consideration in your decision to subscribe to the MMC Ventures EIS Fund?

If yes, please indicate the date the gain arose or will arise

Please note that if no specific timing concerns or capital gains dates are detailed, IHT planning and CGT deferral will not be taken into account in the investment process. If you do not have an Independent Financial Adviser, please proceed to question 3. d I request that a fee be paid to my Independent Financial Adviser from my % £ funds sent, totalling: 2 (please fill in both boxes)

Adviser name clarity Ltd

Company address 1 Crown Square, Woking, Surrey, GU21 6HR

Telephone number 0870 242 2043

Email address [email protected] Address clarity Ltd

1 Crown Square, Woking, Surrey, GU21 6HR

If you require copies of correspondence to be made available to your adviser, please tick here

3 Anti-Money Laundering

Please tick one of the following boxes:

I enclose a copy of an identity verification certificate from my Independent Financial Adviser

I enclose an original copy of my unexpired passport or unexpired photocard driving license (certified by a professional to be a true likeness of me and a true copy of the original document) AND I enclose an original copy of a bank or building society statement or a utility bill in my name dated within the last three months (certified by a professional to be a true copy of the original document)

Copies should be certified by a regulated professional person such as a solicitor, bank manager, financial adviser or accountant, or alternatively a person in a position of responsibility such as a teacher or doctor who is known to the applicant. Please print the name, work address, telephone number and capacity in which signed (e.g. doctor, company director) of the authorising person and ensure that the document is signed and dated by them.

4 Appropriateness a MMC is authorised and regulated by the Financial Conduct Authority (FCA) and we are therefore required to ask for the following information in order to ensure the appropriateness of our products and services.

Do you understand the investment Yes No objectives and risk profile of the MMC EIS Fund?

Are the objectives and risk profile Yes No consistent with your personal investment objective?

Do you understand that your investment Yes No will be held over the long term? b Please outline in brief your career history (including any relevant education and/or other biographical information)

MMC is an active investor and to help our companies grow we sometimes draw on the experience and expertise of our investors. Please detail any sectors of specific interest and any relevant experience if applicable If you are investing on the advice of an Independent Financial Adviser, please proceed to section 5.

c Please outline in brief your investment experience including details of the types of service, transaction and investment products with which you are familiar; the nature, volume and frequency of these transactions; and the capacity in which you gained this experience

Please confirm that you are comfortable with the high risk and illiquid nature of MMC investments as detailed in the Information Memorandum and EIS Fund Customer Agreement

Indicate the extent of your investable £ assets

Indicate your approximate annual net £ disposable income

Confirm that you are not relying on your investment with MMC to provide you with a source of income

Confirm that if you were to lose the entire amount you propose to invest with MMC your ability to meet your regular financial commitments would not be impeded

5 Signature

By Signing this form I hereby declare that: (i) I have received the MMC EIS Fund Customer Agreement and Information Memorandum and have read the Terms & Conditions of application in the EIS Fund Customer Agreement and agree to be bound by them; (ii) I will be the beneficial owner of the Investments made on my behalf by MMC Ventures Ltd; and (iii) to the best of my knowledge and belief, the particulars I have given to MMC Ventures Ltd are correct.

Investor signature

Print name

Date

This Application Form should be completed in full and returned to MMC Ventures Limited, 2 Kensington Square, London W8 5EP. To be completed by the Independent Financial Adviser (if applicable)

6 Client certification

Client name

We have undertaken an adequate assessment of the client named above (the ‘Investor’) and his or her expertise, experience and knowledge such as to give reasonable assurance to MMC Ventures in light of the nature of the transactions or services envisaged that the Investor is capable of making his or her own investment decisions and understanding the risks involved in a participation in the MMC Ventures EIS Fund.

We have applied customer due diligence measures on a risk-sensitive basis in respect of the Investor to the standard required by the Money Laundering Regulations 2007 within the guidance for the UK financial sector issued by the Joint Money Laundering Steering Group.

We certify that we have obtained information on the purpose and intended nature of the Investor’s proposed investment in the MMC Ventures EIS Fund and we are satisfied that this investment is being made for bona fide legitimate purposes and not to conceal the proceeds of crime.

We certify that we have identified and verified the identity of the Investor on the basis of documents, data and information obtained from a reliable and independent source.

This application was conducted: Face-to-face / Non face-to-face (delete as appropriate)

Adviser signature

Print name

Date

Please only complete question 7 if your company is new to working with MMC Ventures.

7 Confirmation of fee arrangements

Company name clarity Ltd

Bank sort code 51-50-14

Bank account number 81033400

Payment reference MMC EIS

Please note that payment of adviser fees is one month in arrears to the invested funds clearing. RISK WARNING NOTICE

ENTERPRISE INVESTMENT SCHEME INVESTMENTS

Please return this form duly signed with your application to: - clarity, 1 Crown Square Woking, Surrey GU21 6HR

This warning notice draws your attention to the risks associated with Enterprise Investment Schemes investments.

This investment is considered to be speculative and could involve considerable fluctuations both up and down in value.

You may have difficulty in selling these investments at a reasonable price.

In some circumstances it may be difficult to sell them at any price.

Accordingly you should carefully consider whether such investments are suitable for you in the light of your personal circumstances and the financial resources available to you.

You should not subscribe to such a scheme until you

(a) have read and understood the terms and conditions of the scheme particulars, and

(b) are aware of the risks involved in such shares and such schemes.

I have received the risk warning notice set out above.

...... (Signature of client)

...... (Date)

NB. WE CANNOT PROCESS YOUR INVESTMENT WITHOUT THIS FORM SIGNED BY YOU.

A FUND MANAGED BY MMC VENTURES

LIMITED

CUSTOMER AGREEMENT

6th April 2016

By completing the “Signature” at section 5 of the Application Form you agree to enter into this Customer Agreement with MMC Ventures Limited and the Nominee Agreement with the Nominee. This Customer Agreement is in four parts and comprises: (A) the Terms & Conditions; (B) a Nominee Authority; (C) a description of the Application Procedure; and (D) an Application Form. Terms and expressions defined in the EIS Information Memorandum which accompanies this document shall have the same meanings in this Customer Agreement, except where the context requires otherwise. In these Terms & Conditions “Associate” shall mean the directors, officers and employees of MMC and other persons connected with MMC.

Any information contained in this Customer Agreement relating to taxation is only intended as a brief and general guide to the main relevant aspects of UK tax law and practice of Her Majesty’s Revenue and Customs (which may change in the future) applicable to the holding and disposal of interests under this Customer Agreement. It is not intended to provide specific advice and no action should be taken or omitted to be taken in reliance upon it. It is addressed to ordinary individuals who are resident in the UK and who are the absolute beneficial owners of the portfolio managed pursuant to this Agreement. Accordingly, its applicability will depend upon the particular circumstances of individual Investors. This Customer Agreement does not attempt to provide exhaustive information. Any prospective Investor who is in any doubt as to his/her tax position in relation to the EIS Fund should consult appropriate professional advisers.

(A) TERMS & CONDITIONS

1. Regulatory status

1.1 MMC Ventures Limited (“MMC”) (“the Fund Manager”) is authorised and regulated by the Financial Conduct Authority to manage investments.

1.2 We have classified you as a retail client for the purposes of the Financial Conduct Authority’s rules (the “FCA Handbook”) to provide you with the highest level of regulatory protection under the FCA Handbook. Although the FCA Handbook allows you to request a lower degree of such regulatory protection, we are not prepared to consider such requests.

2. Appointment

2.1 These Terms & Conditions will come into force on the date of acceptance by us of a duly completed Application Form, which is signed by you, subject to paragraph 2.3 below.

2.2 We will provide the services to you as detailed in paragraph 3.1 below, (“Services”).

2.3 To ensure compliance with the Money Laundering Regulations the Fund Manager is entitled to require, at its absolute discretion, verification of identity from any applicant including, without limitation, any applicant who either (i) tenders payment by way of a cheque or banker’s draft drawn on an account in the name of a person or persons other than the applicant or (ii) appears to the Fund Manager to be acting on behalf of some other person. Pending the provision of evidence satisfactory to the Fund Manager as to the identity of the applicant and/or any person on whose behalf the applicant appears to be acting, the Fund Manager may, in its absolute discretion, retain an Application Form lodged by an applicant and/or the cheque or other remittance relating thereto and/or not treat any acceptance as a valid Subscription.

3. Investment Management Services

3.1 For so long as your account at the Nominee has funds available for making investments in Qualifying Companies we will use reasonable endeavours to identify opportunities for investment by you in prospective Qualifying Companies. We will make evaluations of such opportunities and, where such companies are considered by the Fund Manager to be suitable for you in accordance with the FCA Handbook, arrange for investment on your behalf. We shall have complete discretion without prior reference to you to enter into any transaction or arrangement for your portfolio, but always subject to the investment objective as described in paragraph 3.2 and the overriding principles of suitability and best execution set out in the FCA Handbook. You will provide us with such information that we may request from you so that we can comply with our obligations under the FCA Handbook as to suitability.

3.2 Our investment objective is to invest on your behalf in a portfolio of companies that are believed to be Qualifying Companies for the purpose of EIS relief and CGT deferral relief at the time of original investment, and achieve long term capital growth.

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3.3 You acknowledge and agree that we will be entitled to invest in shares in companies on your behalf other than on a regulated market or a multilateral trading facility (each as defined in the FCA Handbook) and where no trading facility is available and which may not be readily realisable.

4. Subscription

4.1 On subscription to the EIS Fund you agree that the Fund Manager will arrange the purchase for you of shares in Qualifying Companies. Your portfolio will initially comprise cash (the ‘Subscription’) that will be paid into a separate designated client account in the name of the Nominee for Investors. This account will be interest bearing, with the interest accruing to individual Investors. The total amounts, less any initial charges, if applicable, will be held in this account pending their investment by the Fund Manager. The Fund Manager intends that each Subscription will be invested over a period of approximately 12 to 18 months. However, it should be noted that this time period may vary.

5. EIS Fund structure and operation

5.1 The structure of the EIS Fund is a series of Customer Agreements between the Fund Manager and each Investor. The EIS Fund will comprise individual portfolios in the name of each Investor. The Fund Manager will manage those portfolios in accordance with the investment objective of securing capital appreciation from subscriptions in Qualifying Companies for the purposes of EIS at the time of original investment. However we will not be constrained by this factor in determining whether or not to exercise any rights on your behalf. Please note that companies can lose their EIS status.

5.2 The EIS Fund will not be an approved EIS Investment Fund for the purposes of Section 311(2A) of the Taxes Act. The principal outcome of this for individual Investors is that they will be regarded, for EIS income tax relief purposes, as having made their investment on the date that the shares in the Qualifying Companies are actually issued to them.

5.3 The minimum individual participation in the EIS Fund is £25,000 per Investor. There is no maximum subscription, but Investors should be aware that EIS income tax relief is presently restricted to a maximum investment of £1 million per investor, per tax year. There is, however, no limit on the amount of capital gains that can be deferred by way of CGT Deferral relief.

5.4 The Fund Manager will acquire shares subscribed by the EIS Fund on behalf of each Investor, which will be held by a Nominee for the Investor. The Nominee will be appointed by the Fund Manager. Shares may be held in the name of the Fund Manager or that of a special purpose nominee company, which may be a group company of the Fund Manager or that of a third party appointed by the Fund Manager. An Investor will be regarded, for legal and tax purposes, as being the beneficial owner of a specific number of shares in each of the Investee Companies in which he is invested.

5.5 Although you will be the beneficial owner of the shares in your portfolio, you may not require us to sell the shares allocated to you whilst they remain in the EIS Fund. We shall, subject to our obligations under the FCA Handbook, have absolute discretion over the management and disposal of the shares in your portfolio, and only we shall have authority to give instructions to the Nominee.

5.6 The EIS Fund may accept multiple Subscriptions from Investors over a number of years.

5.7 Subject to complying with the requirements as to suitability and best execution set out in the FCA Handbook, the Fund Manager will have absolute discretion to modify the allocation procedure of any investment made by the EIS Fund.

5.8 The EIS Fund has unlimited duration but MMC will normally look to realise an Investor’s portfolio investment in each Qualifying Company approximately four to seven years after initial investment. However, no assurance can be given that investments will be realised within this time period. As investments are realised, proceeds, net of fees, will be distributed to Investors.

6. Dealing

6.1 We will act in good faith and with due diligence in our choice and use of counterparties. If any counterparty should fail to deliver any necessary documents or to complete any transaction, we will take reasonable steps on your behalf to rectify such failure or obtain compensation in lieu thereof. All reasonable costs and expenses properly incurred by us in connection with the provision of Services by us to you hereunder shall be paid by you. 2

6.2 It is likely that we will aggregate transactions for MMC’s Funds in accordance with the FCA Handbook. Subject to paragraph 6.6, all Subscriptions in Investee Companies in an investment round will be made on the same terms by MMC’s Funds. We will only aggregate transactions in circumstances where it is likely that the aggregation will not disadvantage the customers concerned. However, the effect of aggregation may nevertheless work on some occasions to your disadvantage. We will allocate aggregated transactions promptly on a fair basis in accordance with the requirements of the FCA Handbook and as described in paragraph 5.7 above.

6.3 MMC and MMC’s employees may subscribe for shares, or hold options, in companies in which the EIS Fund invests, provided that the cumulative total does not exceed 10% of MMC Funds’ Investment. The price that MMC and/or persons subscribe for such shares or options will not be less than that paid by the EIS Fund at the time of co-investment.

6.4 You acknowledge that no arrangements exist for:

(a) securing that any person who knowingly has a material interest in any decision or recommendation concerning the investment of EIS Fund Subscriptions, which is not subject to independent approval, is excluded from participating in the making of that decision or recommendation; or

(b) securing independent approval of decisions and recommendations concerning the investment of EIS Fund Subscriptions which may be made by persons who have a material interest in them.

6.5 Accordingly, the EIS Fund may invest in an Investee Company on behalf of an Investor notwithstanding the existence of the following actual or potential conflicts of interest:

(a) an interest of the Fund Manager or its Associates arising by way of remuneration in connection with the management or operation of the EIS Fund or any other fund;

(b) an interest arising from the investment of Subscriptions of the EIS Fund or any other fund managed by the Fund Manager or its Associates. In this context Investors should note that MMC seeks to charge Investee Companies an arrangement fee (which is typically of the order of 2% of monies invested) together with an annual monitoring fee (which is typically of the order 1% of funds invested per annum). Further details in relation to these fees will be disclosed on request.

(c) an interest or potential interest of MMC’s Funds in the Investee Company;

(d) an interest or potential interest of other Investors in the Investee Company; or

(e) an interest arising from the formation by the Fund Manager or any of its Associates of a company with a view to an interest in that company being acquired by the EIS Fund or any other fund of which it or any of its Associates is the Fund Manager. MMC’s conflicts policy is contained in paragraph 20 below.

6.6 For MMC’s Funds not eligible for EIS relief MMC may facilitate investment in a different class of share with no EIS benefits. It is intended these shares will be at the same price at investment but may have different rights attaching to them.

6.7 To the extent that MMC engages in the reception and transmission of orders it is required under the FCA Handbook to have an order execution policy and to obtain your prior express consent before effecting any orders away from a regulated market or multilateral trading facility. A copy of MMC’s Order Execution Policy is available on request. Our Execution Policy permits us to execute orders away from a regulated market or multilateral trading facility and by signing this Agreement you hereby give your prior express consent to us doing so to the extent relevant. Our Execution Policy sets out the criteria that we take into account to provide our clients with best execution, which are (1) price; (2) location of assets which are the subject of the deal; (3) location of professional support; (4) market impact; (5) costs and tax issues; (6) order size; (7) certainty of execution; (8) speed of execution; (9) settlement; and (10) any other criteria relevant to the execution of the order. We will judge the relative importance of these criteria on an order by order basis in line with our commercial judgment and experience in light of current market information. In executing an order, in the absence of any specific instructions, we will give precedence to the factors that allow us to deliver best execution in terms of value (total cost) to the client. Price will ordinarily merit a high relative importance in obtaining the best possible result. However, in some circumstances, orders, financial instruments or markets, we may appropriately determine that other execution factors are more important than price in obtaining best execution. Where we have a choice of execution venues, we will take into account the following factors in deciding which execution venue to 3

use in respect of a particular transaction: (1) the characteristics of the client including the categorisation of the client; (2) the characteristics of the order in question; (3) the characteristics of the financial instrument(s) in question; and (4) the characteristics of the possible execution venues to which the order may be directed. If clients provide us with specific instructions to deal on their behalf we will execute the orders in accordance with those specific instructions and will not owe such clients a duty to provide best execution. Where the instructions relate to only part of an order, we will continue to apply our Execution Policy to those aspects of the order not covered by such specific instructions. Clients should be aware that providing specific instructions to us in relation to the execution of a particular order may prevent us from following our Execution Policy which is designed to obtain best execution for our clients on a consistent basis taking into account the factors outlined above.

7. Custody and cash

7.1 We shall effect settlement and arrange the safe custody of the investments of the EIS Fund as follows:

(a) title documents to the investments comprising the EIS Fund will be placed with us or our Nominee for safekeeping as appropriate;

(b) any UK registerable investment which we hold on your behalf will normally be registered in the name of the Nominee; and

(c) any documents of title to investments in bearer form will be held by the Nominee.

7.2 By entering into this Customer Agreement, you authorise us to give instructions on your behalf both to the Nominee regarding your investments and dividends arising therefrom, and you agree not to give instructions to the Nominee direct.

7.3 Investments forming part of the EIS Fund held by the Nominee may be pooled with other holdings of that Nominee. Such investments may not be identifiable by separate certificates, other physical documents of title or equivalent electronic record and, should that Nominee default, you will share in any shortfall in proportion to your original share of any investments in the pool.

7.4 We will, as soon as reasonably practicable, claim and account to you for all dividends, interest and other payments or entitlements accruing to you and received by us or the Nominee, except that we are authorised to deduct or withhold any sum on account of any tax which in our view is required to be so deducted or withheld or for which we are in our view liable or accountable by the law or practice of any relevant revenue authority of any jurisdiction.

7.5 We shall arrange to hold cash with the Nominee in an interest bearing account which will accrue to you, in one or more client money accounts in accordance with the client money rules of the FCA.

7.6 Without prejudice to our obligations under the FCA Handbook, we will not be responsible for supervising the Nominee nor, subject to paragraph 13, for any act or omission on the part of the Nominee in providing services to you nor will we be responsible in the event of the Nominee’s insolvency. Accordingly, the consequences of the arrangements referred to in this paragraph 7 and the Nominee’s Authority are at your own risk.

8. Providing liquidity

8.1 Without prejudice to paragraph 17, an Investor wishing to sell his or her interest in one or more companies in his or her portfolio may give notice to MMC of the investment he or she wishes to sell and indicate a reserve price, if any. MMC at its discretion may invite bids from members of the Syndicate and such other Investors as MMC deems appropriate. To ensure transparency, the selling Investor will be provided with information (excluding names of under bidders) on all bids received. MMC will charge a liquidity facility fee of 5%, plus any applicable VAT, of the proceeds received net of third party costs, fees and expenses of realisation (other than the liquidity facility fee) (“Net Exit Proceeds”). The Net Exit Proceeds, after deduction of the liquidity facility fee, will be distributed to the Investor as soon as reasonably practicable.

9. Exercise of rights attaching to EIS Fund investments

9.1 We have discretion to exercise any conversion, subscription, voting or other rights (such as may arise in takeover situations, other offers and capital reorganisations) relating to investments held in the EIS Fund on your behalf.

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10. Reports

10.1 A valuation showing the initial composition and the initial value of your investment will be supplied to you as soon as practicable after the date on which these Terms & Conditions come into force.

10.2 Further information, such as contract notes, will be made available to you, within the time periods and in the manner required by the FCA Handbook.

10.3 Subject to paragraph 10.4, we will supply you with periodic statements (at least every six months), comprising a valuation of your investment at the beginning and end of the period and showing the number, description and value of each investment comprised in your portfolio, a statement of the cash held on your behalf, all cash transactions, all purchases and sales and all dividends and interest received in respect of your portfolio within 50 Business Days of the period to which the statement relates and such other information (including fees charged and costs incurred in the period) as is required by the FCA Handbook. We will include in such valuations details of the basis on which we value the EIS Fund and its investments. Generally, for valuation purposes in relation to statements of your investment, and for calculating fees, assets in the EIS Fund are valued in accordance with the International Private Equity and Venture Capital Guidelines. A reasonable valuation for private companies will typically be the value of our investment at the price of the most recent investment round.

10.4 You have the right to request the provision of a periodic statement every three months.

11. Fees and expenses

11.1 The set-up and running costs of the EIS Fund (including those of the Nominee) are covered by fees paid to the Fund Manager.

11.2 For arranging the acquisition of shares and other investment instruments an initial fee (plus any applicable VAT) on your Subscription is payable to the Fund Manager in any event. The initial fee is 1% for Investors investing through an intermediary, and 3% for non-advised clients.

11.3 The annual management fee of 2.5% (plus any applicable VAT) of your total Subscription is payable for the first five years. This will be payable quarterly in advance in the first two years. In years three, four and five the annual management fees become payable on realisation of investments in Investee Companies. Where the Fund Manager considers it is not desirable for a fee to be taken, the Fund Manager may defer the fee, without interest, until your realised EIS Fund assets are sufficient to pay the fee.

11.4 A performance fee of 20%, plus any applicable VAT, is payable on any proceeds (for example, interest, dividends, capital returns) net of third party costs, fees and expenses of realisation. It is payable only after total proceeds have returned the initial capital subscribed. The performance fee is applied on an aggregated basis to all Subscriptions made within a single tax year.

11.5 Other costs, including taxes, relating to transactions in connection with the EIS Fund may arise and be borne by you providing they that are not paid via the Fund Manager or imposed by it.

11.6 Investors who wish to pay an up-front advice charge to their independent financial adviser should indicate this in Section 4 of the Application Form.

12. Delegation and use of agents

12.1 We may delegate any of our functions under these Terms & Conditions to an Associate. We may provide information about you and the EIS Fund to any such Associate. We will give you written notice of any such delegation.

12.2 We may, where reasonable, employ agents (including Associates) to perform any administrative, dealing or ancillary services under these Terms & Conditions. We will act in good faith and with due diligence in the selection, use and monitoring of agents.

13. Our liability

13.1 We will act in good faith and with due diligence in managing your portfolio in accordance with this Customer Agreement.

13.2 We accept responsibility for loss to you only to the extent that such loss is due to our, our employees’ or a group company of the Fund Manager’s negligence, wilful default or fraud. 5

13.3 If the Nominee should fail to deliver any necessary documents or to account for any securities, we will take reasonable steps on your behalf to recover such documents or securities or any sums due or compensation in lieu thereof but, subject thereto and to paragraphs 13.1 and 13.2 above, shall not be liable for such failure. We have no such obligation to take such steps in respect of a failure by a third party nominee to deliver any necessary documents or account for any securities.

13.4 We will make investments for the EIS Fund that we believe will constitute qualifying investments under the EIS, and for the purposes of CGT Deferral, but which HM Revenue & Customs may subsequently determine not to be qualifying investments. In such circumstances, Investors would not be eligible for the EIS relief and CGT Deferral. In addition, actions taken by an Investee Company and its board, whether in breach of any undertakings given to the Fund Manager on investment or otherwise, may result in the loss of the Investee Company’s status as a Qualifying Company and the consequent loss of EIS relief and CGT Deferral for Investors on that investment. We do not accept liability for the acts of an Investee Company or its officers or employees, which may result in it not being a Qualifying Company. We reserve the right to sell EIS Fund holdings at any time if we believe that such a sale is in the best interests of all Investors, even if such a sale would result in the loss of the Investee Company’s status as a Qualifying Company and the consequent loss of EIS relief and CGT Deferral relief for Investors on that investment.

13.5 In the event of any failure, interruption or delay in the performance of our obligations resulting from acts, events or circumstances not reasonably within our control, including, but not limited to, acts or regulations or any governmental or supranational bodies or authorities and breakdown, failure or malfunction of any telecommunications or computer service or services we shall not be liable to, or have any responsibility of any kind for, any loss or damage thereby occasioned or suffered by you.

13.6 No warranty is given by us as to the performance or profitability of the EIS Fund, your portfolio or any part of it.

13.7 Nothing in these Terms & Conditions shall exclude any liability of us to you arising under the Act, any rules or regulations made under it, or the FCA Handbook.

13.8 We will hold unclaimed sums of money for a period of six years but will cease to have any liability to you for unclaimed sums after this period.

14. Your warranties

14.1 You warrant that you have full power to engage us on the terms set out in these Terms & Conditions, and that your portfolio is free from all liens and charges, and that no such liens and charges will arise from your acts or omissions.

14.2 You undertake neither to deal, except through us, with any of the assets in your portfolio nor to authorise anyone else so to deal.

14.3 You warrant that any information that you have provided us with, or will provide us with, in relation to your status (including, without limitation, your residence and domicile for taxation purposes) is and will be complete and correct, that you will notify us of any changes to such information and you agree to provide us with any further information properly required by any competent authority.

14.4 You undertake to promptly inform us in writing at the address referred to in the Information Memorandum, or other such address that we shall advise you is the location of our principal office, if you are connected (or in the future become connected) with an Investee Company or subsidiary or partner of an Investee Company, as set out in Section 166 of the Income Tax Act 2007. For these purposes an Investor will be deemed to be connected to a company, including by:

(a) being an employee or partner of the company;

(b) being a director of the company; and

(c) directly or indirectly possessing or being entitled to acquire more than 30 per cent of (i) the issued ordinary share capital of the company; or (ii) the issued share capital of the company; or (iii) the voting power in the company.

14.5 You warrant that you have not borrowed funds in order to make your Subscription.

14.6 You warrant that you will not do, or omit to do, anything that may result in Investors in the EIS Fund losing or being denied EIS tax reliefs. 6

14.7 You undertake that you will promptly notify us in writing of a breach of any of your warranties set out in this paragraph 14.

15. Indemnities by you

15.1 Except insofar as the same may result from our negligence, wilful default or fraud or that of our employees, or a group company or the Nominee under paragraph 13.3 above (we, our employees, a group company or nominees being an “Indemnified Party”), you agree to indemnify each Indemnified Party and the other Investors against all costs, losses, claims and expenses which any Indemnified Party may incur or have made against it (including, without limitation by any one or more other Investors) or which any other Investor may incur:

(a) in consequence of any breach by you of the Terms & Conditions, including, but without limitation, any breach of any of your warranties in paragraph 14; or

(b) arising out of any action properly taken by an Indemnified Party in accordance with these Terms & Conditions

PROVIDED THAT, your liability under this paragraph 15.1 shall not exceed the total value of your Subscription under these Terms & Conditions.

15.2 We do not advise you on your own personal taxation matters in respect of the EIS Fund’s investments. Whilst we shall take reasonable care to ensure that we do not take or omit to take any actions which would prejudice your tax position, you and your other appropriate professional advisers remain responsible for the management of your tax affairs. We do not accept liability for any act or omission on your part which may result in you not being entitled to EIS tax reliefs or CGT Deferral.

15.3 Where you are a trustee, your liability under these Terms & Conditions shall be limited, in the absence of fraud, to the assets of the trust from time to time.

16. Instructions and communications

16.1 Any instructions or communications to be given to us by you under these Terms & Conditions must be in writing in English and sent to the Fund Manager at the address in the Information Memorandum, or other such address that we shall advise you is the location of our principal office.

16.2 We may rely and act upon any instruction or communication which purports to have been given by persons authorised to give instructions as notified by you and, unless we have received written notice to the contrary, whether or not the authority of any such person shall have been terminated.

16.3 You irrevocably instruct and authorise us and/or the Nominee to provide information about you and your investments to governmental and regulatory bodies including without limitation HMRC where we and/or the Nominee in our/their discretion determine there to be an obligation to do so.

16.4 Any written communication by us to you will be given in writing in English and shall be sent to the last address notified to us by you, or by email to the address you have provided to us.

16.5 Notices given in writing may be sent by post, by email or by hand delivery.

16.6 We may contact you at any time to discuss your portfolio or take instructions from you.

16.7 Telephone conversations with you may be recorded by us as evidence of your instructions.

17. Termination and Cancellation Rights

17.1 Without prejudice to your rights under paragraphs 17.3 and 17.8 below but subject to paragraphs 17.6 and 17.7, you may withdraw your investments in the EIS Fund by giving written notice to us to the extent those investments comprise:

(a) Relevant Shares which are admitted to official listing in an EEA state or to dealings on a recognised investment exchange, at any time after the fifth anniversary of the date the Relevant Shares were issued;

(b) other Relevant Shares, at any time after the seventh anniversary of the date the Relevant Shares were issued;

7

(c) shares other than Relevant Shares, at any time after the end of the period of 6 months beginning with the date those shares ceased to be Relevant Shares (and we will notify you in writing as soon as reasonably practicable after any shares comprised in your portfolio cease to be Relevant Shares); and

(d) cash, at any time.

17.2 We may terminate this Customer Agreement by giving you three months’ written notice.

17.3 Either of us may terminate this Customer Agreement by giving the other three months’ written notice, unless terminated for the following reasons in which case termination will be effective immediately:

(a) the other party is in material breach of this Customer Agreement and has failed to correct the breach (if remediable) within 30 days of notice to do so;

(b) the other party convenes a meeting or makes an arrangement or composition with creditors; or an order is made or a resolution passed for the other party’s winding-up or bankruptcy or a meeting is convened for a voluntary winding up; or the other party ceases to trade or becomes unable to pay its debts under the Insolvency Act 1986; or

(c) in the case of MMC, it ceases to be authorised and regulated by the Financial Conduct Authority (or equivalent or successor organisation).

17.4 Termination is without prejudice to the completion of transactions already initiated. We will complete expeditiously all transactions in progress at termination of this Customer Agreement.

17.5 Upon termination, subject to paragraphs 17.6 and 17.7, we will make arrangements to transfer to you all your cash funds held in the client account with the Nominee (including, for the avoidance of doubt, any such sums as comprise Subscription monies that have not been invested or the proceeds of a realisation of an investment). However, title to all investments will remain with the Nominee until such investments are realised and we shall remain entitled to receive the performance fee referred to in paragraph 11.4 above in respect of such investments (whether such proceeds are of an income or a capital nature and whether arising during the life of an investment or following the realisation of an investment). As each investment is realised, the proceeds attributable to you from that realisation (net of any performance fee or other deductions provided for under these Terms & Conditions) will be transferred to you once it has been remitted to the client account with the Nominee in accordance with paragraph 7 above. Following termination you acknowledge that we shall have no further responsibility in respect of your relationship with any company in which you hold an investment and, for the avoidance of doubt, shall not be required to inform you of, nor advise you in relation to, any corporate actions or proposed corporate actions by any such company.

17.6 Termination of this Customer Agreement or withdrawal of investments in accordance with paragraph 17.1 will not affect accrued rights, indemnities, existing commitments or any contractual provision intended to survive termination or which have been initiated and will be without penalty or other additional payment, provided that you will pay:

(a) our fees pro rata to the date of termination;

(b) any additional expenses necessarily incurred by us in terminating this Customer Agreement; and

(c) our charges (if any) in connection with transferring your investments into your name or as you may direct.

17.7 On termination or withdrawal of investments in accordance with paragraph 17.1, we may retain and/or realise such assets as may be required to settle transactions already initiated and to pay your outstanding liabilities. If there is a dispute as to the payment of fees to us, you may require the disputed amount to be held in an escrow account pending resolution of the dispute.

17.8 You will be able to cancel your Customer Agreement during the period of 14 calendar days (excluding public holidays) following the acceptance of your Application Form.

17.9 To cancel your Customer Agreement you must notify the Fund Manager in writing at 2 Kensington Square, London W8 5EP within the time period specified in paragraph 17.8 and you will receive a refund of your Subscription in full.

18. Complaints procedure and compensation

8

18.1 If you have any complaint about the Services we provide to you, please contact our Compliance Officer at the address referred to in the Information Memorandum or other such address that we shall advise you is the location of our principal office. A copy of our complaints handling procedure is available on request.

18.2 You may have a right to complain to the Financial Ombudsman Service if we cannot deal with a complaint to your satisfaction. The Financial Ombudsman Service may be contacted at South Quay Plaza, 183 Marsh Wall, London E14 9SR or by telephone on 0845 080 1880 or at complaint.info@financial- ombudsman.org.uk.

18.3 We are covered by the Financial Services Compensation Scheme. You may be entitled to compensation from the scheme if we cannot meet our obligations. This depends on the type of business and the circumstances of the claim. Most types of investment business are covered for 100% of the first £50,000, so the maximum compensation is £50,000. Further information about compensation arrangements is available from the Financial Services Compensation Scheme or from the Fund Manager upon request.

19. General

19.1 We retain the right to amend the operating and administration methodology of the EIS Fund and the appointment of the Nominee at any time, and shall keep you informed of all significant changes.

19.2 We may amend the Terms & Conditions or any other part of the Customer Agreement (including the Nominee Authority) at any time to take effect upon giving you ten business days’ notice in writing if an amendment is necessary to maintain EIS relief or CGT Deferral, or in order to comply with the FCA Handbook or any relevant legislation or regulations, or if such amendment is of an administrative nature only and would not cause any prejudice to Investors.

19.3 We may make any other amendments to the Customer Agreement with your consent, or by giving you one month’s notice in writing and the opportunity to withdraw your investment from the EIS Fund subject always to paragraph 17.1.

19.4 This Customer Agreement, comprising all its parts and all documents which are required by its terms to be entered into by the parties or any of them, sets out the entire agreement between the parties in connection with the EIS Fund and supersedes all prior oral or written agreements, arrangements or understandings between them.

19.5 If a provision of this Customer Agreement, in the reasonable opinion of either party, is or may become illegal, invalid or unenforceable, such provision shall to that extent be deemed not to form part of this Agreement, but that shall not affect the legality, validity or enforceability of any other provision of this Agreement. The parties shall negotiate in good faith and in a reasonable manner to agree the terms of a mutually acceptable and satisfactory alternative for that provision.

19.6 Nothing in this Customer Agreement shall be deemed to constitute a partnership or joint venture or contract of employment or agency between the parties save as expressly set out in these Terms & Conditions.

19.7 For the purpose of section 1(2) of the Contracts (Rights of Third Parties) Act 1999 the parties state that they do not intend any term of this Customer Agreement to be enforced by any third parties.

19.8 Save as expressly set out in these Terms & Conditions, you may not assign or charge any of your rights or the benefit of all or part of this Customer Agreement. The Fund Manager may assign its rights and the benefit of all or part of this Customer Agreement or transfer, delegate or sub contract any of its duties or obligations without your consent, but if it does so it will give you written notice as soon as reasonably practicable whereupon you may terminate the Customer Agreement in accordance with paragraph 17.1.

19.9 The validity, construction and performance of this Customer Agreement shall be governed by English law. Any claim, dispute or difference arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the English courts to which each of the parties irrevocably agrees to submit.

19.10 You acknowledge and agree that information provided by you in connection with the EIS Fund may be stored electronically or otherwise by us and consent to the use of such information to administer the business and ongoing administration of the EIS Fund.

19.11 Terms and expressions defined in the Information Memorandum that accompanies this Customer Agreement shall have the same meanings in this Customer Agreement.

9

19.12 There are no restrictions on the value of any one investment in an Investor’s portfolio, nor on the proportion of the portfolio which any one investment may constitute.

19.13 The shares in an Investor’s portfolio will not be lent (including by way of stock lending) to, or deposited by way of collateral with, a third party and no money will be borrowed on behalf of the EIS Fund against the security of those shares nor will the EIS Fund incur a legal obligation to underwrite or sub-underwrite any issue of shares or sale of shares. The EIS Fund will not invest in any other fund operated or advised by MMC or by any of its Associates or in any unregulated collective investment scheme. The EIS Fund may subscribe for securities the issue or offer of sale of which is underwritten, managed or arranged by MMC or its Associates.

20. Conflicts of interest policy

20.1 Under the FCA Rules, MMC is required to establish, implement and maintain an effective conflicts of interest policy. The purpose of MMC’s conflicts of interest policy is to identify the circumstances which constitute (or may give rise to) a conflict of interest which would or could, in turn, give rise to a material risk of damage to the interests of one or more of MMC’s Investors.

20.2 Associates may from time to time act as investment manager, investment adviser or dealer in relation to, or be otherwise involved in, accounts established for multiple clients which have similar or different objectives. It is therefore possible that any of them may, in the course of business, have potential conflicts of interest with one or more clients. Individuals engaged by MMC in business activities involving a conflict of interest must be able to carry out their activities at a level of independence appropriate to the size and activities of MMC and the materiality of the risk of damage to the interests of its clients. They must, at all times, have regard to their obligations to each client and must endeavour to ensure that conflicts of interest are resolved fairly. Wherever possible, any transaction in which a conflict of interest exists will be effected on terms that are not materially less favourable to a client than if the potential conflict had not existed.

20.3 Such conflicts may include:

(a) between clients: conflicts may arise in the process of allocating shares in Investee Companies as between different Investors in MMC’s Funds; in allocating securities with different rights and restrictions to those clients who wish to take advantage of EIS reliefs as opposed to those who do not; and when disposing of investments for different clients in the same Investee Company; and when acquiring securities in a company in which other clients of MMC already have a holding; and

(b) between MMC and its clients: a conflict may arise where MMC decides to sell an investment in an Investee Company, a consequence of which may be the loss by clients of EIS tax reliefs; or where MMC derives fees from an Investee Company in which its clients invest; or in making an allocation of the securities of an Investee Company for the founders and employees of MMC; or when acquiring securities in an Investee Company for a client in which MMC or any of its founders, employees or other Associates of MMC are already invested; or when disposing of investments for clients in an Investee Company when also disposing of investments in that company for employees, founders and other Associates of MMC.

20.4 The prior written authorisation for all dealings by the directors and employees of MMC in the securities of Investee Companies must be obtained from MMC’s Compliance Officer. All transactions in such securities by such persons must be reported in accordance with MMC’s Compliance Manual.

20.5 All gifts and hospitality with a value of above £100 provided to the directors and employees of MMC must be reported to MMC’s Compliance Officer and the directors and employees of MMC must observe the requirements of MMC’s Compliance Manual (and the FCA Handbook) relating to inducements.

20.6 Allocations of shares in Investee Companies will follow the procedures laid out in paragraph 5.7 above. Final allocations of securities on each transaction with Investee Companies will be reviewed by MMC’s Compliance Officer.

21. Confidentiality

You will at all times keep confidential information acquired in consequence of this Agreement (including, without limitation, all confidential information in respect of Investee Companies and potential Investee Companies) except for information which you are bound to disclose under compulsion of law, or where required by regulatory agencies, or which you wish to pass to your professional advisers where reasonably necessary for the performance of their professional services provided that to the extent practicable, you will first inform MMC of any such requirement or request and consult with us in relation to the making of such disclosure. 10

(B) NOMINEE AUTHORITY

1. I hereby request and authorise MMC to arrange for the registration of my holdings of shares forming my portfolio in the name of the Nominee. I acknowledge that holdings of shares comprising investments of the EIS Fund will be registered, collectively, in the name of the Nominee and that the shares forming my portfolio may not be identifiable by separate certificates or other physical documents of title.

2. I require the Nominee to accept instructions from MMC, in relation to the holding or disposal of the shares in my portfolio, or the exercise of rights attaching to them. I agree not to give instructions to the Nominee regarding my portfolio direct, nor to deal in the shares in my portfolio.

3. I agree that for your audit purposes it may be necessary from time to time for the Nominee to forward to me, for agreement and return, statements of securities held by you at the time.

4. I request that the Nominee will hold my stocks and shares in accordance with the requirements of the FCA Handbook.

5. I agree that tax may be deducted from payments due to me if it is due to be deducted under any applicable law or practice.

6. I acknowledge that from time to time the Nominee or the Fund Manager will receive notice of extraordinary general meetings, voting rights, details of rights issues, subscriptions, conversions, takeovers, open offers and other offers and other matters relating the shares in my portfolio and agree that the Fund Manager shall act as it sees fit on my behalf in respect of such matters. I acknowledge that the Fund Manager or the Nominee will also collect any dividends and other entitlements arising on my shares which will be remitted to me.

7. I acknowledge that the shares in my portfolio may be registered with those of other clients of MMC, in the name of the Nominee. This means that my individual entitlements may not be identifiable by separate certificates, other physical documents of title or equivalent electronic records, and, in the event of an irreconcilable shortfall following a default by the Nominee, I would share in that shortfall in proportion to my original share of assets in the pool. This also means that the Nominee may return to me certificates or other evidence of title, which are not the same certificates, or evidence, which were originally deposited in my account.

8. The Nominee will not incur any financial liability on my behalf unless there are sufficient cash resources within the EIS Fund. I acknowledge that under the law certain holdings held within the EIS Fund may be compulsorily acquired, and in those circumstances no liability can be accepted in respect of any loss, withdrawal or denial of tax relief or otherwise.

11

EIS Fund Investor guide MMC is one of the most active and experienced venture capital investors in the UK. Our primary goal is to back innovative, high-growth businesses, viewing EIS tax benefts as advantageous but never the reason to invest. This approach allows us to focus on the commercial merits of each investment and generate exceptional returns for our investors.

Key reasons to invest with MMC

Deployment Experience Alignment Rated one of the top 5 most active Founded in 2000 with over Over £11m has been invested early-stage UK investors in 2013, 2014 £150m under management the by the MMC founders and team and 2015 – we deploy capital quickly team has over 50 combined years alongside our investors, on the and efectively.* of venture capital experience. same terms.

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 EIS Fund Information Memorandum 2016

SECTION 1

IMPORTANT NOTICE

This confdential Information Memorandum and any MMC and its directors have taken all reasonable care associated Customer Agreement is issued by MMC Ventures to ensure that all the facts stated in this Information Limited (‘MMC’) of 2 Kensington Square, London W8 5EP, Memorandum and the associated Customer Agreement are a frm authorised and regulated by the Financial Conduct true and accurate in all material respects and that there are Authority (‘FCA’). This Information Memorandum and any no other material facts or opinions or information which associated Customer Agreement is a fnancial promotion have been omitted from them, which would make any under section 21 of the Financial Services and Markets Act part of this Information Memorandum or the associated 2000, as amended from time to time (‘FSMA’). The promotion Customer Agreement misleading. MMC and its directors of interests in the United Kingdom is restricted under FSMA accept responsibility accordingly. and, consequently, this Memorandum is only directed at persons to whom interests in the Fund may lawfully The information contained in this Information Memorandum be marketed pursuant to FSMA. Neither this Information and the associated Customer Agreement makes reference Memorandum nor the associated Customer Agreement to the current laws of the United Kingdom concerning EIS constitutes an approved prospectus within the meaning relief, IHT relief and CGT Deferral relief, which are subject of Section 85(7) of the FSMA and they do not constitute an to the conditions summarised in the section entitled ‘Tax ofer to the public in the United Kingdom or elsewhere. Considerations’ on page 22. The levels and bases of relief may be subject to change. The tax reliefs referred to in this Prospective Investors should not regard the contents of Information Memorandum and the associated Customer this Information Memorandum or the associated Customer Agreement are those currently available and their value Agreement as constituting advice relating to legal, taxation depends upon individual circumstances. If you are in any or investment matters and are advised to consult their own doubt as to your position, you are strongly advised to consult professional advisers before contemplating any investment your professional adviser before making an investment. to which this Information Memorandum and the Customer Agreement relate. No such advice has been given by MMC Certain statements in this Information Memorandum Ventures Limited. In particular, if you are in any doubt about constitute ‘forward-looking statements’. When used in this the suitability of such an investment, you should contact Information Memorandum, the words ‘project’, ‘anticipate’, your independent fnancial adviser authorised under the ‘believe’, ‘estimate’, ‘expect’ and similar expressions are FSMA and you are advised not to invest until you have generally intended to identify forward-looking statements. done so. Your attention is drawn to the section entitled Such forward-looking statements, including the intended ‘Risk Factors’. actions and performance objectives, involve known and unknown risks, uncertainties and other important Neither this Information Memorandum nor any associated factors that could cause the actual results, performance or Customer Agreement constitutes, and may not be used achievements to difer materially from any future results, for the purposes of, an ofer or invitation to subscribe for performance or achievements expressed or implied by any investment to which they relate by any person in any such forward-looking statements. jurisdiction outside the United Kingdom. This Information Memorandum, the associated Customer Agreement and Past performance is not necessarily a guide to future the information contained in them are not for publication performance and may not necessarily be repeated. You or distribution to persons outside the United Kingdom. should be aware that share values and income from them They do not constitute, and should not be considered as, may go down as well as up and you may not get back all or an ofer to buy or sell, or solicitation of an ofer to buy or any of the amount you originally invested. Please note that sell, any security or share. applications may only be made, and will only be accepted,

MMC VENTURES LIMITED EIS FUND INFORMATION MEMORANDUM 2016 3 SECTION 1

IMPORTANT NOTICE

subject to the Terms & Conditions set out in the associated Customer Agreement. You are entitled to terminate your Customer Agreement relating to your investment and to withdraw your investment in accordance with such Terms & Conditions.

Please see the section entitled ‘Defnitions’ for the defned terms which apply in this Information Memorandum and the associated Customer Agreement. This Information Memorandum should be read in conjunction with the associated Customer Agreement.

This Information Memorandum is strictly private and confdential and must not be distributed, published or reproduced, in whole or in part, nor should its contents be disclosed by any recipient to any person other than their professional advisers. By accepting delivery of this Memorandum, each recipient agrees to this undertaking of confdentiality and acknowledges that disclosure of this Memorandum or of its contents may cause substantial and irreparable competitive harm to MMC.

The information in this Information Memorandum is subject to updating, completion, revision, verifcation or amendment. This Information Memorandum is dated 31st December 2015.

4 MMC VENTURES LIMITED EIS FUND INFORMATION MEMORANDUM 2016 SECTION 2

RISK FACTORS

The attention of prospective Investors is drawn to each of the following risk factors. An investment in the EIS Fund, the Growth Generation Fund, the Co-investment Fund or membership of the Syndicate may not be suitable for all investors. In particular, potential Investors are recommended to seek specialist independent tax and fnancial advice before investing. If any loss of capital would have a materially detrimental efect on your standard of living, you should not invest. You should only invest money that you can aford to leave for the medium to long term and/or are prepared to lose.

Tax and legal risks The EIS Fund, the Growth Generation Fund and the While it is our intention that the EIS Fund and the Growth Co-investment Fund are subject to regulation by laws Generation Fund will be managed so that all investments will at local and national levels and in multiple jurisdictions. qualify for EIS tax reliefs, there can be no guarantee that such These laws and regulations, as well as their interpretation, status will be maintained. A failure to continue to meet the may be changed from time to time in a way that could qualifying requirements could result in adverse tax consequences have a material adverse efect on the relevant fund’s for Investors, including the requirement to pay the 30% income business. For example, changes to the tax laws or practice tax relief, to pay any CGT liability deferred on subscribing for in any tax jurisdiction afecting the relevant fund or any those shares, and to pay any CGT liabilities on the sale of the of its investments could adversely afect the value of the shares subscribed for. No assurance can be given as to the investments held by the relevant fund and the relevant preservation of the EIS-qualifying status of an Investee fund’s ability to achieve its investment objectives. Company, which may be outside the control of MMC.

Qualifying Companies which subsequently obtain a listing Portfolio risks on the Ofcial List of the United Kingdom Listing Authority There can be no assurance that the EIS Fund, the Growth (as opposed to AIM) will lose their qualifying status for Generation Fund, the Co-investment Fund or the Syndicate the purposes of IHT relief. EIS relief will also be lost if will meet their objectives or that suitable investment arrangements were in place at the date of the investment opportunities will be identifed. The past performance of for such a listing to take place. investments by MMC, the EIS Fund, the Growth Generation The tax reliefs referred to in this document are those Fund, the Co-investment fund or the Syndicate members currently applying as at the date hereof which are assumed is no indicator of the future performance of investments. to apply throughout on a continuing basis. However, levels The value of the EIS Fund’s, the Growth Generation Fund’s, and bases of, and relief from, taxation are subject to change the Co-investment Fund’s or the Syndicate’s investments and such tax reliefs may not be available in the future depends on the performance of Investee Companies and and such changes could be retrospective. Further taxes other market factors outside MMC’s control. The value of or costs other than those referred to in this Information investments held by the EIS Fund, the Growth Generation Memorandum or in the associated Customer Agreement Fund, the Co-investment Fund or the Syndicate may go may arise which are not paid through MMC or imposed by down as well as up and Investors may not receive back all us. Prospective Investors should seek their own independent or any of the amount invested. Investment results may vary professional advice on their particular tax situation and the substantially over time, and there can be no assurance that application of such tax reliefs prior to making an investment Investors will achieve any particular rate of return. MMC is in the EIS Fund, the Growth Generation Fund, the likely to be committing funds to investments of a Co-investment Fund or before becoming a member of the long-term and illiquid nature in companies whose shares Syndicate. The value of tax reliefs depends on each Investor’s are not quoted or dealt in on any stock exchange. Such individual circumstances and may change in the future. investments are likely to involve a high degree of risk.

MMC VENTURES LIMITED EIS FUND INFORMATION MEMORANDUM 2016 5 SECTION 2

RISK FACTORS

Investments made by the EIS Fund, the Growth Generation advantage of EIS relief. Accordingly, the existence of any Fund, the Co-investment Fund or as a result of membership such preference may result in such Investors in the of the Syndicate will be in private companies whose shares EIS Fund and Growth Generation Fund receiving a lower may be difcult to sell or market. Such shares may have return on their investment or failing to recover some or risks associated with them greater than quoted securities all of their investment. or shares. Restrictions may apply to the transfer of shares in private companies in which the EIS Fund, the Growth Investors who subscribe to the EIS Fund or the Growth Generation Fund, the Co-investment Fund or the Syndicate Generation Fund on only one occasion will have their invests. The timing of any realisation cannot be predicted Subscriptions invested in at least fve Investee Companies. and proper information for calculating the current value The poor performance by one or more of these Investee of the EIS Fund’s, the Growth Generation Fund’s, the Companies may have a material adverse efect on their Co-investment Fund’s and the Syndicate’s investments or investment. The performance of the Investee Companies the degree of risk posed may not be available. may be adversely afected by global or local economic, political, regulatory or other factors beyond the control Where debt leverage is introduced into an Investee of those entities or MMC. Company, the investment made by one or more of (1) the EIS Fund, (2) the Growth Generation Fund, In addition to other analytical tools, the MMC team may (3) the Co-investment Fund and/or (4) the Syndicate may use fnancial models to evaluate investment opportunities. be subject to additional risk. The accuracy and efectiveness of such models cannot be guaranteed. In all cases, projections are only estimates of It may be difcult and time-consuming for an Investor future results which are based upon assumptions made at to terminate their Customer Agreement or withdraw or the time that the projections are developed. Projections liquidate their investments from the EIS Fund, the Growth are inherently uncertain and subject to factors beyond the Generation Fund, or the Co-investment Fund or liquidate control of MMC and the Investee Company in question. their Syndicate investments due to the illiquid nature of the The inaccuracy of certain assumptions, the failure to investments proposed. In any event, withdrawal rights may satisfy certain fnancial requirements and the occurrence only be exercised in accordance with the Terms & Conditions. of unforeseen events could impair the ability of MMC to We may not be able to realise such investments quickly, at realise projected values and/or cash fow in respect of an a reasonable price or, in some circumstances, at any price. investment. Therefore, there can be no assurance that the Investors should consider the investments contemplated by projected results will be obtained and actual results may this Information Memorandum as long-term investments. vary signifcantly from the projections. General economic and industry-specifc conditions, which are not Due to the nature of EIS relief, Investors participating via the predictable, can have also an adverse impact on the Co-investment Fund or Syndicate members who elect not reliability of projections. to invest in shares qualifying for EIS relief may be ofered a diferent class of shares from the Relevant Shares. The MMC may, in relation to certain transactions, give investments made available to such Investors may carry warranties, guarantees and/or indemnities to third parties. some form of liquidation preference which may result in Consequently, it may need to apply assets of the relevant the holders of such capital instruments receiving all or fund or drawdown additional monies from investors in the some of their investment back on an exit (such as a trade relevant fund to satisfy such contingent liabilities. sale, fotation or liquidation of the Investee Company or the sale by it of its business) prior to Investors participating via the EIS Fund and Growth Generation Fund who can take

6 MMC VENTURES LIMITED EIS FUND INFORMATION MEMORANDUM 2016 SECTION 2

Company risks Potential conficts of interest MMC depends on the services of its key personnel. The MMC manages or provides services for MMC’s Funds. Such loss of services of these persons could have a material funds or investors may invest in companies in which the adverse efect on the performance of the EIS Fund’s, other MMC Funds have also invested or may invest. MMC Growth Generation Fund’s, Co-investment Fund’s and may provide MMC’s Funds the opportunity to co-invest with the Syndicate’s investments. MMC’s success is also highly other MMC Funds. Potential conficts may be inherent or dependent on its continuing ability to identify, hire, train, arise from MMC providing such opportunities. In particular motivate and retain highly-qualifed personnel. certain of MMC’s Funds do not have EIS reliefs as an Competition for such personnel can be intense and MMC objective of their investments. In addition, once such cannot give any assurance that it will be able to attract co-investments are made, the interests of each of MMC’s or retain highly-qualifed personnel in the future. Funds and those of co-investing investors may subsequently diverge. The success of MMC depends on the ability of the MMC team to locate, select, develop and realise appropriate investments, and there is no guarantee that suitable investments will be or can be acquired or that investments will be successful. The MMC team may be unable to fnd a sufcient number of attractive opportunities to meet the relevant fund’s investment objectives.

A number of entities will compete with MMC to make investments of the type that it intends to make, and competition for investments targeted by MMC may increase over time. It will compete with public and private funds, commercial and investment banks and commercial fnancing companies.

Forward-looking statements Investors should not place reliance on forward-looking statements. This document includes statements that are (or may be deemed to be) ‘forward-looking statements’, which can be identifed by the use of forward-looking terminology including the terms ‘believes’, ‘continues’, ‘expects’, ‘intends’, ‘may’, ‘will’, ‘would’, ‘should’ or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements contained in this document, based on past trends or activities, should not be taken as a representation that such trends or activities will continue in the future.

MMC VENTURES LIMITED EIS FUND INFORMATION MEMORANDUM 2016 7 8 MMC VENTURES LIMITED EIS FUND INFORMATION MEMORANDUM 2015 SECTION 3

WELCOME TO MMC

MMC is an award-wining venture capital frm. We invest in private companies operating in sectors where the UK is a world leader and consequently has a deep pool of available talent and expertise. We were frst authorised by the Financial Conduct Authority (FCA) in 2000 and have been investing in early-stage companies for 16 years.

We began as a vehicle for investment by a Syndicate of invested £20 million and a £14 million, 8-year limited experienced business angel investors, including the MMC partnership (the MMC London Fund) which is managed founders, with the philosophy of providing capital and on behalf of the Mayor of London and which co-invests strategic advice to fast growing companies. This history of with MMC’s other funds and with third party funds in personal commitment to MMC’s investments continues businesses based in London. and strongly infuences our approach to risk and the structuring of our deals. £11 million of our invested funds This co-investment policy serves to reinforce our has come from the MMC partners and team. fundamental approach of investing on the commercial merits of each transaction and viewing the EIS tax benefts Our Syndicate continues and co-invests with our other as highly desirable, but not the reason to invest. The EIS Funds. It comprises leading businesspeople, entrepreneurs overlay enhances returns and reduces risk. and professionals who retain their investment discretion, choosing which MMC investments to make on a deal by We enjoy a large, high quality deal fow and are regularly deal basis, but handing all post-investment shareholder rated as one of the top 10 most active venture capital authority to MMC. Thus the Syndicate serves as an investors in the UK. This means that we put our EIS investors’ additional source of due diligence and members are capital to work quickly. We target 10 companies over available to provide advice and introductions to portfolio 12-15 months for each Investor’s Subscription. companies. In several instances Syndicate members take We invest in early-stage, high-growth companies, fulflling up seats on portfolio company boards. what the Enterprise Investment Scheme seeks to promote: We commenced managing discretionary EIS Funds in 2005 a portfolio of strongly growing, job creating, innovative and the majority of our investors invest through our companies. Our investors are individuals and institutions EIS Funds. We also manage institutional money that does whose risk appetite, outlook and values match our own. not qualify for EIS tax reliefs but which we co-invest with They invest through MMC fund structures that allow us to our EIS Funds on the same terms. These institutional funds maximise their returns. include a £30 million 10-year limited partnership (the Enterprise Capital Fund) in which the Government has

MMC VENTURES LIMITED EIS FUND INFORMATION MEMORANDUM 2016 9 MMC PORTFOLIO At 31 December 2015

10 MMC VENTURES LIMITED EIS FUND INFORMATION MEMORANDUM 2016 SECTION 4

CONTENTS

Section 1 Section 8

IMPORTANT NOTICE 3 FUND STRUCTURE 17 Investor communications 17 Section 2 Section 9 RISK FACTORS 5 Tax and legal risks 5 INVESTING WITH MMC 18 Portfolio risks 5 MMC EIS Fund fees 19 Company risks 7 How to apply 19 Forward-looking statements 7 Growth Generation Fund 19 Potential conficts of interest 7 Syndicate 19

Section 3 Section 10

WELCOME TO MMC 9 OUR TEAM 20

Section 4 Section 11

CONTENTS 11 TAX CONSIDERATIONS 22 EIS tax reliefs in summary 22 Section 5 Income tax relief 22 Tax-free capital gains 23 OUR INVESTMENT APPROACH 12 CGT Deferral relief 23 Deal fow 12 Loss relief 23 Investment focus 12 Claiming EIS relief 25 Co-investment 12 IHT relief 26 Process 13 Investing through a SIPP 26 Portfolio management 13 Supplementing pensions 27 Team and Investor alignment 13 Section 12 Section 6 ADVISERS 28 EIS PORTFOLIO 14 Section 13 Section 7 DEFINITIONS 29 EXIT STRATEGY 16

MMC VENTURES LIMITED EIS FUND INFORMATION MEMORANDUM 2016 11 SECTION 5

OUR INVESTMENT APPROACH

Deal fow capacity to see the business through to proftability or scale, MMC received over 1000 applications for funding in 2015 at which point exits are more easily achieved. and reviewed approximately 600. We ultimately made four Typically, we invest between £1 million and £3 million in an new EIS investments. We made 11 follow-on investments, for initial funding round in each company but we will support a total of 15 fnancings. As at 31st December 2015, we had the business, as it grows, through further funding up to 31 companies in our portfolio, 22 of which are in our EIS Funds. around £6 million. This capacity to fund a company right We source deals from intermediaries and contacts that MMC through its early growth stages is one reason why we are has established throughout the UK over the past 16 years. an attractive source of funding to the best entrepreneurs. We research investment trends in our chosen sectors and It also means that new investor Subscriptions participate constantly seek out opportunities from our network of in follow-on rounds and acquire shares in businesses that entrepreneurs and investors. have grown under our guidance.

We also regularly co-invest with institutional venture capital SECTOR BREAKDOWN OF CURRENT INVESTMENTS – BY NUMBER OF COMPANIES (VC) funds, which are an important deal source. All of our Other 13% Business software 26% investments in 2015 were co-investments alongside a combination of institutional VCs and super-angels. Financial services 9%

MMC is a member of key industry bodies which are also sources of deal fow: the British Venture Capital Association Digital media 13% (BVCA), where we are represented on the Venture Committee, and the Enterprise Investment Scheme Association (EISA), where we are represented on the Business services 13% Consumer internet 26% board and the regulatory and legal committee. Co-investment Where the investment is EIS qualifying we seek to invest the Investment focus EIS Funds alongside our other managed funds, including We focus on technology-enabled businesses in sectors the MMC London Fund and the ECF (now making follow-on where the UK is a world leader, particularly fnancial and investments only). None of these other funds benefts business services, business software, digital media and from EIS reliefs. consumer internet. In so doing we have access to deep pools of world-class innovation and talent. We also apply this policy of co-investment externally. Wherever possible we seek to co-invest MMC Funds with MMC seeks fast-growing, early-stage businesses led by third party investors that can bring value, particularly impressive management teams. We are looking for experienced, well-connected business angels and companies that use technology to disrupt large markets, institutionally-backed VCs. In this way we can access transform supply chains, create new customer experiences attractive deals and ensure that the company has sufcient or reduce the cost to sell or serve. fnancial frepower to take it through its growth stages. These must be best-in-class businesses with strong growth These institutional investors typically operate large limited prospects and the potential to deliver signifcant capital returns. partnership funds that require high minimums (often £5 million As a result we avoid start-ups, and focus on revenue-generating plus) and long term commitments (typically 10 years) from businesses with demonstrable commercial traction. We their investors. Thus investing through MMC provides EIS avoid capital intensive businesses and invest when we are investors with a low cost, highly tax-efcient and fexible comfortable that we (and our co-investors) have the capital means of accessing businesses with world-class potential.

12 MMC VENTURES LIMITED EIS FUND INFORMATION MEMORANDUM 2016 SECTION 5

“MMC has been investing in EIS qualifying companies since it was founded in 2000 and began managing EIS Funds in 2005, which makes it one of the most experienced EIS managers currently raising funds.”

‘The Tax Shelter Report’, published by Allenbridge, December 2014

Process Using their industry expertise and experience, members Our due diligence process is rigorous. We conduct full of our Syndicate are also a source of advice, support and analysis of the business, the market and the management to introductions for our portfolio companies; in several cases validate their claims and we engage third-party experts to members sit on their boards. provide technical, fnancial and legal reports, as appropriate. We actively work with management on the exit process. The fndings are then summarised in a detailed paper for In most cases we will appoint an independent corporate our investment committee. fnance adviser to structure the exit. A number of our In every case, we require an investment agreement that portfolio companies are currently working with advisers. contains investor controls and protections. Our tax advisers pre-clear with HMRC that each new Investee Company is EIS qualifying at the time of the investment. Team and Investor alignment Our team combines seasoned venture capital experts and talented younger professionals with experience of strategy Portfolio management consulting, investment banking, law, accountancy and MMC is an active investor, agreeing on a set of working entrepreneurship. MMC has been investing in EIS deals principles up-front with management teams and insisting since 2000, making us one of the most experienced EIS on regular strategy sessions to review progress and exit managers operating in the market. considerations, as well as supporting corporate The whole team is involved in deal selection. The governance and key hires. investment team then structures and conducts due diligence We place great emphasis on working closely and in on proposed deals. This information is also shared and partnership with management teams throughout the reviewed by our Syndicate investors. The fnal investment life-cycle of the business. In almost every deal we require decision is made by a separate investment committee. board representation and input on corporate governance. MMC’s ethos is to align our interests with those of our investors, and this is evidenced in the personal commitments the team has made to MMC’s Funds.

“The partners and the team have personally invested alongside MMC’s investors (on the same terms) for a total of £11m to date. This is an unusually high level of ‘skin in the game’; even amongst larger VC managers... This should help align interests between investors and those managing their money.”

Martin Churchill (Tax Efcient Review, December 2015)

MMC VENTURES LIMITED EIS FUND INFORMATION MEMORANDUM 2016 13 SECTION 6

EIS PORTFOLIO

We have a vibrant portfolio of strongly performing companies, attracting signifcant investment from external investors. In 2015 our portfolio raised a total of £77m, of which £21m was provided by MMC. Our EIS and non-EIS portfolio consists of 31 companies, and has created over 2,000 jobs since MMC invested. The average age of our portfolio investments is 3.7 years. Examples of current portfolio companies include:

Gousto Total MMC EIS investment CloudSense Total MMC EIS investment www.gousto.co.uk £4.8m www.cloudsense.com £2.5m Sector First MMC EIS investment Sector First MMC EIS investment Consumer internet 2013 Business services 2014

Gousto is a UK focused recipe box business that delivers a The CloudSense platform integrates with Salesforce, the weekly box of healthy, responsibly-sourced ingredients, leading CRM tool to provide next generation Confgure, Price, providing everything needed in the right quantities for couples Quote (CPQ), Order Management for large enterprises. This or families to cook three recipes each week. allows businesses to streamline and maximise their lead-to-sales In 2015 Gousto raised a further £9m from a new investor, process, ensuring that orders, no matter how complex, are error-free. BGF Ventures, as well as existing investors including MMC and This gives clients more predictable sales and fulflment Unilever Ventures at a higher valuation than the previous pipelines and a single view of the customer across all channels. fnancing round. With notable success in the telecoms and media sectors, CloudSense has a world-class team of consultants that specialise in transforming businesses including the BBC and O2 to improve performance in the digital age. MMC has co-invested with Liberty Global and Salesforce.

14 MMC VENTURES LIMITED EIS FUND INFORMATION MEMORANDUM 2016 SECTION 6

Tyres on the Drive Total MMC EIS investment Invenias Total MMC EIS investment www.tyresonthedrive.com £4.8m www.invenias.com £1.9m Sector First MMC EIS investment Sector First MMC EIS investment Consumer internet 2012 Business software 2013

Tyres on the Drive (ToTD) combines online sales of tyres with Invenias is a provider of cloud-delivered software solutions a feet of state-of-the-art ftting vans to reduce the cost and to the executive search and strategic recruitment sectors. improve the customer experience of replacing tyres. Invenias’ cloud-based software enables customers to fulfl Customers use the ToTD tyre price comparison website, then search assignments more efectively, build stronger pick a convenient time and place for a technician to come out relationships with their clients and candidates and transform and ft them. the productivity of their operations. In 2015 Tyres on the Drive raised a growth round to capitalise Founded in 2005, the company now supports thousands on the success of its rapid expansion programme. This has of users in 30 diferent countries. seen it expand from one regional depot with seven vans, when MMC frst invested, to a nationwide operation with eight regional hubs.

Further information

For more information on the full EIS Fund portfolio: Visit: www.mmcventures.com | Telephone: 020 7361 0212 | Email: [email protected]

MMC VENTURES LIMITED EIS FUND INFORMATION MEMORANDUM 2016 15 SECTION 7

EXIT STRATEGY

MMC decides the exit strategy on a company by company basis. We envisage that exits from the current portfolio will be via sales to trade or fnancial buyers, exploiting our extensive network of contacts. In the current market IPOs may also be possible and MMC has experience of the IPO process having previously foated two companies on AIM. We expect to exit each investment within 4-7 years. Previous exits have provided investors with an average gross return of 3.7x (not adjusted for EIS). Previous exit routes have included: fotations on AIM and sales to public companies, trade buyers and fnancial sponsors.

Since inception, the EIS Fund has made investments in 36 companies, of which eight have failed. For more information on the impact of capital losses from an EIS investment see section entitled ‘Loss Relief’ on page 23.

Exit examples

Theme/Sector: Digital media Theme/Sector: Business software Total investment: £3m Total investment: £740k Exit type: Trade sale to a public company Exit type: Financial buyer Base79 is an online video rights management and TotalMobile is a leader in the delivery of mobile work monetisation company, and is the leading YouTube applications. By building mobile products that simplify multi-channel network (MCN) in Europe. workfow, the company increases workplace productivity Base79 was sold in August 2014 to Rightster Group plc for a and simplicity. total consideration of up to £50m, resulting in a gross return The sale to a UK PE frm achieved a gross return of 9x of up to 3.95x for MMC investors. for original MMC investors.

Theme/Sector: Financial services Theme/Sector: Business services Total investment: £3.8m Total investment: £400k Exit type: Financial buyer Exit type: IPO MoneyExpert’s online service allowed consumers to One Click HR provided human resources and outsourcing compare and purchase fnancial products such as current software for a range of businesses. accounts, car insurance and loans. MMC supported the company’s successful AIM fotation, MMC invested over several funding rounds before selling achieving a cash multiple of 2.8x. MoneyExpert in 2008 to a US VC fund returning 2.41x on the investment at an IRR of 53.1%.

16 MMC VENTURES LIMITED EIS FUND INFORMATION MEMORANDUM 2016 SECTION 8

FUND STRUCTURE

Our EIS Funds are suitable for UK taxpayers seeking These investments comprise both new deals and follow-on a diversifed portfolio of growth capital investments funding rounds for existing Investee Companies that are benefting from attractive EIS tax reliefs. These reliefs boost EIS qualifying. investor returns and ofer signifcant downside protection. Capital is returned to investors as realisations are made (See section entitled ‘Tax Considerations’ on page 22). and will not be re-invested by us unless we are specifcally MMC invests on behalf of EIS investors in a portfolio of instructed otherwise. Investors may re-subscribe to our EIS-eligible companies. Our EIS Funds are open ended, EIS Funds at any time. enabling Subscriptions to be made at any time. Thus EIS relief is obtained on a deal-by-deal basis. MMC will make individual investor portfolios will vary depending upon EIS3 certifcates available after each investment is made when each Subscription was made. Each investor has (this is obtained by the portfolio company from HMRC). an account administered by our Nominee (interest on Investors should then fle the EIS3 certifcates with their tax cash balances accrues to the Investor). The minimum return and make a claim in order to obtain the EIS tax reliefs. Subscription to the MMC EIS Fund is £25,000. The EIS overlay (See section entitled ‘Claiming EIS Relief’ on page 25). means that returns are enhanced and the risks materially reduced by the tax subsidy (the net after tax exposure is reduced to 38.5p per £1 for a 45% marginal rate tax payer). Investor communications The EIS Funds are not a legal entity. They are Alternative We pride ourselves on open and transparent communication Investment Funds (‘AIF’) pursuant to the EU Alternative with our investors. As each Subscription is invested, Investment Fund Managers Directive (‘AIFMD’) and investors receive a contract note with investment details MMC is authorised to act as an AIF Manager (‘AIFM’) and, and a short description of the Investee Company. accordingly, is the AIFM of the EIS Funds. The EIS Funds are In addition: not a collective investment scheme within the meaning of t

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subject to advice from suitably qualifed professional advisers. ofces where portfolio CEOs update on progress. We also They are not HMRC ‘approved’ EIS Funds. Investors are the hold an event each year where all portfolio companies benefcial owners of shares in the Investee Companies are represented. although the Nominee will be the registered holder of such shares. MMC aims to invest in 10 companies within 12-15 months for each Subscription, but in all cases for Subscriptions to be fully invested within 24 months.

MMC VENTURES LIMITED EIS FUND INFORMATION MEMORANDUM 2016 17 SECTION 9

INVESTING WITH MMC

We aim to make EIS investment as transparent and straightforward as possible.

APPLICATION PROCESS Investors complete an application. This includes Anti-Money Laundering protocol and an appropriateness questionnaire. Payment can be made by bank ACCOUNT OPENED transfer or cheque. Once the application has been accepted and funds have been cleared we will inform the investor that the account has been activated.

INVESTMENTS MADE Funds will be allocated to a minimum of fve companies within 24 months; however, a typical investor can expect 8-12 underlying investments within 12-15 months. These investments will comprise new TAX RELIEF deals and follow-on funding rounds for MMC will provide Investors with a existing EIS qualifying MMC companies. contract note and EIS3 certifcates For more detail please see page 17. following each investment. In order to obtain the tax reliefs the investor needs to fle the EIS3 certifcates with their tax return. For more information please see page 22.

MONITORING YOUR INVESTMENT We actively monitor investments and work with the investee companies’ management teams. We also give investors the opportunity to monitor us and our companies through regular ’At Home’ events and our annual event. Investors also receive quarterly reports on their investments.

18 MMC VENTURES LIMITED EIS FUND INFORMATION MEMORANDUM 2016 SECTION 9

MMC EIS Fund fees How to apply MMC charges an initial fee of 1% for customers investing For further information and copies of the Customer through an intermediary. For non-advised clients, the initial Agreement please contact the ofce: fee is 2%. There is an annual management fee of 2.5% Email: [email protected] payable quarterly in advance for years one and two. Telephone: 020 7361 0212 The annual management fee of 2.5% for years three and four is accrued and paid on return of capital. By doing this, MMC seeks to ensure that more of the Investor’s capital Growth Generation Fund is put to work in EIS qualifying companies. There are no MMC is keen to attract younger investors to this asset class. management fees after year four. There are no custodian, To that end we have designed a Growth Generation Fund administration, dealing or other charges. (GGF) that is exclusive to investors aged between 18 and 35. The performance fee is 20% of the net proft achieved on To our knowledge, the Growth Generation Fund is the only each Investor’s portfolio of investments. The performance venture capital fund specifcally created for younger fee is payable only after the full amount of the Investor’s investors. Subscription has been returned. The Growth Generation Fund participates in the same The table below shows when MMC’s fees will be paid by fow of EIS deals that the MMC EIS Fund invests in and GGF Investors in the MMC EIS Fund: investors enjoy the same EIS tax benefts. In the same way as the EIS Fund, Subscriptions will be typically invested in 8-12 On Subscription private UK companies that are eligible for EIS investment. Initial fee 1%* Investments will be made in both new and follow-on deals.

Quarterly in years one and two We charge no front end fee or annual management fees for AMC year 1 2.5% the GGF (a performance fee of 20% is charged on net gains made after the initial capital subscribed has been returned). AMC year 2 2.5% Thus the GGF is not intended to raise signifcant sums and Once MMC starts returning capital to Investor from exits a maximum Subscription of £10,000 applies. There is a Accrued AMC year 3 2.5% minimum Subscription of £2,500. Accrued AMC year 4 2.5%

Once MMC returns 100% of initial Subscription Syndicate amount to Investor The Syndicate is not limited to EIS-qualifying investments 20% of gains above 100p and investors have the opportunity to co-invest with the Performance fee (total initial investment) MMC London Fund and ECF in non EIS-qualifying deals.

* For non-advised clients this fee will be 2%. For more information on Syndicate membership and fees Please note from 6 April 2016 fees will change to a 3% non-advised investor initial fee, and one additional year of accrued fees for please contact one of the team on: all investors. Email: [email protected] For further information on fees please refer to the MMC EIS Fund Customer Agreement. Telephone: 020 7361 0212 Please note: fees are subject to VAT where applicable. Please note: EIS tax relief applies to actual monies invested in portfolio companies net of fees.

MMC VENTURES LIMITED EIS FUND INFORMATION MEMORANDUM 2016 19 SECTION 10

OUR TEAM

Alan Morgan Bruce Macfarlane Chairman Managing Partner Alan co-founded MMC Ventures in 2000. He is a Bruce co-founded MMC in 2000. He is a member of the member of the investment committee and leads MMC’s investment committee and has oversight of the portfolio. fnancial services sector focus. He works with MMC Bruce works with MMC portfolio companies Tyres on portfolio companies Small World, MBA & Co, Obillex and Growth Intel. the Drive, Love Home Swap, Somo, Interactive Investor, Neoss, Breathing Alan spent 28 years at McKinsey & Co where he was head of the fnancial Buildings and The Practice. He is a member of the Venture Committee services practice in UK, Europe and the Middle East. He was also a board of the BVCA and on the board of the EIS Association. member of the McKinsey Investment Ofce which manages about Before co-founding MMC, Bruce was a Managing Director at Merrill $8 billion of staf and partner retirement and investment products. Lynch, where he was head of UK Investment Banking, and Bankers Trust. Alan has an MA in Law from Trinity College, Oxford University, an MBA Earlier in his career he practised as a US securities lawyer at Skadden Arps from Harvard Business School, and is a qualifed barrister. in New York. Bruce has a BA in English from Leeds University and is a Chartered Director. He qualifed as a barrister in London and an attorney in New York. Ameerul Miah Finance & Operations Manager Camilla Dolan Ameerul joined MMC in 2014. He is responsible for Investment Director fnance and operations and supervises MMC’s fund structures. Camilla joined the team in 2013. She is responsible for sourcing new deals and deal execution. She works with Before joining MMC, Ameerul worked as the overseas entity controller portfolio companies including: Bloom & Wild, for the Ashmore Group and James Caird Asset Management where Wool and the Gang, Pact and PayasUgym he was responsible for fnance, tax and regulatory reporting for both onshore and ofshore entities. Before joining MMC, Camilla was a Consultant and Case Team Leader at Bain & Co where she specialised in the fnancial services technology sector. Ameerul qualifed as an accountant with Ernst and Young and graduated from University College London with a BSc in Economics. Camilla has an MA in Law from Merton College, Oxford University. Prior to University she set up and ran an equine business.

Anna Slemmings Sales & Marketing Manager David Kelnar Head of Research Anna joined the sales and marketing team in 2013. She is responsible for coordinating and implementing David joined MMC in 2016 and leads the Firm’s research all aspects of marketing and sales activities to team, which provides MMC with a deep and investors and advisers. diferentiated understanding of the technologies, themes and sectors in which it invests. David has eight years of Prior to joining MMC Anna worked as the marketing manager for a entrepreneurial leadership experience in early-stage companies, having media production company and as a publisher of special interest served as the founding CEO and CFO, respectively, of two consumer reports for The Times newspaper. service technology companies, and is an advisor to a range of early Anna graduated from Exeter University with a BA in Politics. stage ventures. Previously, David was an equity research analyst in the European Emily Barham technology sector, at Goldman Sachs in London and a hedge fund in Team PA New York. Emily joined MMC in 2015 and is responsible for David graduated with double First Class Honours in Philosophy from ofce and diary management. the University of Cambridge. She graduated from Newcastle University with a BA (Hons) in Classics.

20 MMC VENTURES LIMITED EIS FUND INFORMATION MEMORANDUM 2016 SECTION 10

Jonathan Coker Sean Cornwell Managing Partner Venture Partner Jon joined MMC in 2007 and is responsible for leading Sean became a venture partner at MMC in 2013. new investments and representing MMC on portfolio He assists the frm in evaluating new investment company boards. Jon works with MMC portfolio opportunities and managing portfolio companies. companies including; Gousto, Reevoo, Invenias, Opal, CloudSense, Sean has 15+ years general management experience across high- SafeGuard and Mastered growth businesses. These include Google (Group Product Marketing He has signifcant experience helping early-stage UK businesses grow Manager EMEA), eHarmony and Shutl. He joined Travelex as Chief into sizeable international organisations. Jon believes that MMC’s true Digital Ofcer in March 2014. value comes from helping founder-led businesses build strong executive Sean has an MA in Social and Political Sciences from Cambridge teams and driving good business processes from the board down. University and an MBA from INSEAD. Before joining MMC, Jon was a member of the global leveraged fund team at JP Morgan. He has an MEng in Engineering Science from St Peters, Oxford University. Simon Menashy Investment Director Simon joined the MMC investment team in 2011. Margaret Perchik He focuses on the execution of new and follow-on Associate investments. Simon works with MMC portfolio Margaret joined MMC in 2013. She is responsible for companies including; Masabi, BrightPearl, Sky-Futures, Admedo sourcing new deals, deal execution and research. and Mubi. Before joining MMC, Margaret worked as an Previously, Simon was a senior consultant in the Strategy practice at investment banking technology researcher and studied fnancial Deloitte, working with media, telco and technology companies across engineering and risk management. Europe on corporate strategy, analytics and M&A projects. Margaret graduated from the University of Bristol with a BSc in Physics He has a BSc in Physics and Space Research and a post graduate and is a Level III CFA candidate. diploma in Business Administration from the University of Birmingham, where he also started a small IT business. Deji Ojo Management Accountant Victoria Ferguson Deji joined MMC in 2015 and is responsible for the Legal Counsel production of timely and accurate management Victoria joined MMC in 2014. She is a qualifed solicitor accounts, fund allocations and reporting. and advises on all legal aspects of MMC Ventures’ work, Before joining MMC, Deji worked as an assistant management including the responsibility for the documenting and accountant at a leading B2B technology frm and a top global completing of investment deals. legal frm. Victoria is a member of the EIS Association’s Regulatory Committee, Deji graduated from University of Portsmouth with a BA (Hons) in working closely with relevant members of HM Treasury and the Finance and Business. Financial Conduct Authority to consult on proposed changes to the marketing, promotion and management of EIS issues and funds. Victoria joined MMC from international law frm Jones Day where Dan Bailey she was an associate in the Business Restructuring and Associate Reorganisation practice. Dan joined MMC in 2015. He is responsible for Victoria has an LLB Law from King’s College London. She continued her sourcing new deals and new deal execution. studies at BPP Law School before completing her Prior to joining MMC, Dan worked at Deutsche Bank training at Simmons & Simmons. in the UK Corporate Finance team, advising companies across the Consumer, TMT and Industrials sectors on M&A and Equity fundraising. Cameron Grant Investor Relations & Marketing Analyst Dan read Economics and Management at Oxford University. Cameron joined MMC in 2015. He is responsible for assisting with investor relations and marketing. Before joining MMC, Cameron worked as International Marketing Ofcer at an education start-up. Prior to that, he worked with UBS in London. Cameron graduated from the University of Manchester with a BA in History.

MMC VENTURES LIMITED EIS FUND INFORMATION MEMORANDUM 2016 21 SECTION 11

TAX CONSIDERATIONS

The tax benefts referred to below (other than those referred to under ‘Investing through a SIPP’) are not available to an Investor who elects to make an investment in shares which do not qualify for EIS relief. Please note that EIS reliefs will only be available following the Subscription for shares in qualifying Investee Companies. However, prospective Investors should note that no assurance can be given that EIS qualifying status will be maintained or achieved for the requisite period. Please note that the conditions for relief, and the circumstances in which reliefs are available and can be withdrawn, are complex and subject to change. The descriptions and examples below are intended only Income tax relief as a brief summary of the rules, are not exhaustive and do Qualifying individuals can claim income tax relief of up to not constitute, and should not be considered as, tax advice. 30% of the amount subscribed for EIS-qualifying shares. The Anyone considering investing in the MMC Funds should maximum subscription is a total investment of £1 million seek appropriate professional advice before making an in a tax year and the income tax relief is restricted to the investment in any MMC Funds. amount that reduces the individual’s income tax liability (excluding the remittance basis charge if the individual EIS tax reliefs in summary claims the remittance basis and is liable for the charge) to Assuming the qualifying conditions for EIS investing are nil. This tax relief is calculated on a per investment basis. This satisfed, there are four main types of tax benefts available means that whenever an investment in EIS-qualifying shares to Investors. In order to qualify for these benefts shares is made, qualifying individuals will be able to claim income must be generally held for a three year period. tax relief up to 30% of the amount invested in that Investee Company, subject to such annual limit. Some or all of the Income tax relief on Subscription income tax relief obtained may be withdrawn and fall to be t


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(up to £1 million per tax year) repaid if, inter alia, during the Three Year Period, the shares are sold or otherwise disposed of, or the Investee Company Income tax relief Loss Reliefs loses its EIS-qualifying status.

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disposal of shares where deferral relief only was claimed, the previous tax year, subject to the maximum permitted subject to an overall cap on income tax reliefs subscription for that year and any other subscriptions made for that year. Capital gains tax reliefs Example of income tax relief t


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investment must be made within either one year before, companies through the MMC EIS Fund. By doing so, Mr X or three years after the date the gain to be deferred is entitled to reduce his income tax liability by a maximum originally arose of £30,000 (30% of £100,000) in the tax year that the Fund t


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maximum permitted subscription for that year and any other (as long as the investment is held for two years) subscriptions made for that year.

22 MMC VENTURES LIMITED EIS FUND INFORMATION MEMORANDUM 2016 SECTION 11

Tax-free capital gains Example of CGT Deferral relief Any capital gains made on the disposal of EIS-qualifying Mr Z is an additional rate taxpayer who makes a capital gain shares (where EIS income tax relief has been given and not of £550,000 in December 2014 on the sale of an investment withdrawn) are tax-free, provided that the EIS-qualifying shares property. He has not used his annual capital gains exemption of have been held for the Three Year Period. Where EIS income tax £10,900 and has capital losses brought forward of £40,000, so relief is withdrawn, or the shares are disposed of within the he only needs to claim deferral relief of £499,100 to reduce his Three Year Period, then any capital gains arising will be capital gains for the year to nil and utilise his annual exemption. chargeable gains and will be subject to CGT in the normal way. In February 2016 he invests £550,000 in the MMC EIS Fund Example of capital gains tax relief which will apply his investment in making subscriptions for Mrs Y is an additional rate tax payer. She invests £100,000 shares in qualifying companies within 3 years of December in EIS qualifying companies through the MMC EIS Fund and 2013. Thus he will have reinvested £499,100 of his gain within receives her 30% income tax relief. After holding the shares in three years of it arising in shares qualifying for EIS relief and will the companies for the minimum Three Year Period, the Fund be able to claim to defer capital gains of £499,100 (for a capital starts selling its portfolio Investee Companies. Any gains that gains tax saving of £139,748, being £499,100 @ 28%) for are made are tax free and Mrs Y may not need to declare these 2015/16 once he has the forms EIS3 for the investments made. gains on her tax return, depending on other disposals made in The deferred gain will become chargeable as shares in each of the year when the Fund shares are disposed of. the investee companies are disposed of at the rate prevailing at the time of disposal, which under current legislation will be CGT Deferral relief 28% for an additional rate taxpayer. An Investor with a taxable capital gain from the disposal of any (Mr Z may also be able to make a claim for EIS Income Tax asset can reinvest the chargeable gain in EIS-qualifying shares Relief in respect of his subscription for shares and qualify for a and claim for the gain (and so the tax payable on that gain) to be capital gains tax fee disposal of the EIS qualifying shares). deferred until the shares are disposed of or qualifying conditions cease to be satisfed (although it may be possible to defer the Loss relief gain again under certain circumstances). To beneft from this Capital losses realised from an investment in EIS-qualifying deferral relief, the Investor must have been resident (or in shares may qualify for loss relief (net of initial income tax relief). certain circumstances ordinarily resident) in the UK both at the Losses arising on disposal of shares where deferral relief only time when the chargeable gain on the disposal of the assets has been claimed will come within the cap on reliefs available occurred and at the time of making the reinvestment. The against income tax relief efective for losses arising after 5 April fnancial limits that apply to EIS income tax relief do not apply 2013. The cap applies to restrict the amount of losses for which to deferral relief so that this applies to any amount invested income tax relief may be obtained in any tax year to either £50k in EIS-qualifying shares if there are gains to be reinvested. or 25% of income, whichever is the greater. Losses arising on The CGT Deferral rules can therefore, in applicable cases, disposal of shares where income tax relief has been claimed contribute signifcantly to the funding of the EIS investment and retained will continue to be eligible for uncapped ofset by reducing the efective cost to the individual making the against income tax of the year of loss or income tax of the investment. To qualify for CGT Deferral relief, the EIS-qualifying last preceding year on making a claim. Alternatively, as with investment must be made within either one year before, or all capital losses, they can be ofset against capital gains of three years after the date the gain to be deferred originally arose. the same year or carried forward indefnitely.

From December 2014, where the gain deferred by EIS Deferral relief was eligible for Entrepreneurs’ Relief, the gain will continue to be eligible for Entrepreneurs’ Relief when the gain comes back into charge.

MMC VENTURES LIMITED EIS FUND INFORMATION MEMORANDUM 2016 23 SECTION 11

TAX CONSIDERATIONS

Example of loss relief Initial Investment £100,000 If these benefts of income tax relief on subscription and potential income tax relief for any loss on disposal of the Less income tax relief at 30% £(30,000) EIS shares where income tax relief has been claimed and Net cost of investment £70,000 retained are taken together, it means that based on currently enacted tax rates, an additional rate income tax payer risks If investment fell to £0, net loss £(70,000) no more than 38.5% of capital invested as can be seen in the example shown opposite. Loss relief at 45%* £31,500 Net loss £(38,500)

Net loss as percentage of original outlay 38.5%

These benefts can also add further protection to an EIS portfolio (see example below and overleaf).

For example, Mr P pays tax at the highest marginal rate (45%) and decides to invest £100,000, after fees, in a portfolio of fve Investee Companies. He receives his 30% income tax relief in respect of each investment and they are each held for the minimum Three Year Period. After that time, based on currently enacted tax rates and legislation even if four of them become write-ofs and one provides a 2.0x cash return, the portfolio provides Mr P with a return of 93%.

Initial Investment (Post Fees) £100,000

Portfolio Companies Company 1 Company 2 Company 3 Company 4 Company 5

Investment £20,000 £20,000 £20,000 £20,000 £20,000

Income tax relief at point of investment (30%) £6,000 £6,000 £6,000 £6,000 £6,000

Net cost of investment £14,000 £14,000 £14,000 £14,000 £14,000

Cash multiple 2.0x 0.0x (write-of) 0.0x (write-of) 0.0x (write-of) 0.0x (write-of)

Return £40,000 – – – –

Loss relief (45% of capital loss)* – £6,300 £6,300 £6,300 £6,300

Return from investment/loss relief £40,000 £6,300 £6,300 £6,300 £6,300

* Subject to applicable legislation in year loss arises – additional rate for 2015/16 of 45% applied.

Portfolio

Net cost of investment (£70,000)

Total return from portfolio £65,200 It is important to realise that the above examples are for purely illustrative purposes and based on currently enacted tax rates and legislation and Net proft (£4,800) should not be relied on to predict actual returns. This example is not an indication of the future performance of investee companies in which Portfolio return as % of outlay 93% (7% loss) the Fund will invest. All fees and expenses have been excluded from the calculations for simplicity. They will reduce the return on investment.

24 MMC VENTURES LIMITED EIS FUND INFORMATION MEMORANDUM 2016 SECTION 11

If the scenario is diferent for Mr P’s portfolio of four Investee Companies, in that four of the Investee Companies provide a 2.0x cash return and only one is a write-of, then the portfolio provides Mr P with a return of 238%.

Initial Investment (Post Fees) £100,000

Portfolio Companies Company 1 Company 2 Company 3 Company 4 Company 5

Investment £20,000 £20,000 £20,000 £20,000 £20,000

Income tax relief at point of investment (30%) £6,000 £6,000 £6,000 £6,000 £6,000

Net cost of investment £14,000 £14,000 £14,000 £14,000 £14,000

Cash multiple 2.0x 2.0x 2.0x 2.0x 0.0x (write-of)

Return £40,000 £40,000 £40,000 £40,000 –

Loss relief (45% of capital loss)* – – – – £6,300

Return from investment/loss relief £40,000 £40,000 £40,000 £40,000 £6,300

* Subject to applicable legislation in year loss arises – additional rate for 2015/16 of 45% applied.

Note: Assumes a 45% income tax rate for 2015/16. All fees and expenses Portfolio excluded. Net cost of investment (£70,000) It is important to realise that the above examples are for purely illustrative purposes and based on currently enacted tax rates and legislation and should Total return from portfolio £166,300 not be relied on to predict actual returns. This example is not an indication of the future performance of investee companies in which the EIS Funds will Net proft £96,300 invest. All fees and expenses have been excluded from the calculations for simplicity. They will reduce the return on investment.

Claiming EIS relief EIS3 certifcate and sending it to his tax ofce, in the same EIS relief is claimed on an investment-by-investment way as a claim for EIS income tax relief, but the EIS3 must basis; each Investee Company applies to HMRC for always be submitted to claim Deferral Relief. authorisation to issue the relevant EIS certifcates (known The last date for submitting a claim for EIS income tax relief as EIS3 certifcates) to investors. The EIS3 certifcates are and CGT Deferral is the ffth anniversary of the 31 January forwarded to Investors when they are received from HMRC immediately following the end of the tax year in which the and should then be used by Investors to claim EIS income investment was made. The responsibility for submission tax relief or capital gains deferral relief. EIS income tax relief rests with the individual Investor. is claimed by the Investor, who must include details from the EIS3 certifcate in his self-assessment return for the Prospective Investors should note that they will be regarded, tax year in which the relief is to be claimed. If the relevant for EIS income tax relief and CGT Deferral purposes, as self-assessment return has already been submitted then having made their investment on the date that the shares in the Investor can instead complete the claim section on the the Investee Company are actually issued to them as EIS3 certifcate and send it to his tax ofce. CGT Deferral is opposed to the date of Subscription to the Fund. This means claimed by the Investor completing the claim section on the that Investors in the MMC EIS Fund may not receive EIS

MMC VENTURES LIMITED EIS FUND INFORMATION MEMORANDUM 2016 25 SECTION 11

TAX CONSIDERATIONS

income tax relief and CGT Deferral on their Subscription IHT relief (net of fees) in the tax year in which the Subscription is made. Each underlying investment should qualify as Relevant Relief from CGT on the disposal of shares may be claimed Business Property (RBP) and therefore qualify for Business through completion of the Investor’s self-assessment Property Relief (BPR) from IHT at up to 100% in the event of return and completion of the relevant capital gains the death of the Investor, as long as the Investor has held the supplemental pages. investment for at least two years prior to death. Similar relief is also available on gifts of shares which qualify as Relevant Please note that no assurance can be given that EIS status Business Property, subject to a potential clawback of relief if will be maintained or granted for the Three Year Period that the donor Investor dies within seven years of the gift and the the investment needs to be held for it to beneft from EIS donee does not hold the gifted shares (or replacement income tax relief and EIS CGT exemption. assets which qualify as RBP) at the date of death. There were signifcant changes in the EIS legislation during Where an investment in Relevant Business Property is made 2015, enacted in November 2015 in Finance Act (No.2) as a replacement of Relevant Business Property previously 2015, and announced in the March and July Chancellor’s sold, provided the combined periods of ownership budgets, largely relating to the qualifying conditions of the (ignoring any period between the sale and replacement) company. We are aware of the new restrictions and they amount to more than two years out of the fve years would have had minimal impact on our current portfolio, immediately prior to death, the replacement property as such we do not see the changes as having much should likewise qualify for full relief from IHT. For example, impact on our investment strategy, or operating style. if shares in an unquoted Investee Company, qualifying as Relevant Business Property, were purchased and held for one year and then sold – and all the resulting cash held for two and a half years before being reinvested in shares in another unquoted Investee Company (or any other asset) qualifying as Relevant Business Property – that further investment would qualify for IHT relief were the Investor to die at least one year after the reinvestment.

Investing through a SIPP Prospective investors may invest through a SIPP, subject to its terms. Income generated from investments made via a SIPP is not taxed (except that the tax credit attaching to dividends is not recoverable) and growth is free from CGT. EIS tax reliefs are not available to those investing via a SIPP. If you are contemplating investing via a SIPP you should contact your independent fnancial adviser authorised under FSMA and the SIPP trustee.

26 MMC VENTURES LIMITED EIS FUND INFORMATION MEMORANDUM 2016 SECTION 11

Supplementing pensions Disclaimer Restrictions on pension contributions to UK registered You should note that the favourable tax treatment outlined pension schemes are now in place. above may not continue in the future and that other taxes t

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or costs may arise which are not paid through MMC or pensions that you can accrue under a defned beneft or imposed by MMC. The information in this document has defned contribution scheme) has been reduced from been drafted on the basis that each Investor is an additional (a) £255,000 in 2010/2011 to (b) £50,000 with efect from rate taxpayer, the additional rate being and 45% for 2015/16. 6 April 2011 to (c) £40,000 with efect from 6 April 2014 d) The Government has introduced new measures where, for high earners with a taxable income over £150k, the Annual Allowance could be reduced to a minimum of £10,000 with efect from 6 April 2016. The exact Annual Allowance will depend on an individual’s total income. t

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(a) £1,800,000 in 2011/12 to (b) £1,500,000 with efect from 6 April 2012 to (c) £1,250,000 with efect from 6 April 2014 to d) £1,000,000 with efected from 6 April 2016.

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MMC VENTURES LIMITED EIS FUND INFORMATION MEMORANDUM 2016 27 SECTION 12

ADVISERS

Fund Manager Portfolio Valuation Consultants

MMC Ventures Limited Rees Pollock LP 2 Kensington Square 35 New Bridge Street London London W8 5EP EC4V 6BW

Solicitors Tax Advisers

Macfarlanes LLP PricewaterhouseCoopers LLP 20 Cursitor Street 1 Embankment Place London London EC4A 1LT WC2N 6RH

Nominee Compliance Advisers

Mainspring Bovill Limited 8 Old Jewry 82 Blackfriars Road London London EC2R 8DN SE1 8HA

28 MMC VENTURES LIMITED EIS FUND INFORMATION MEMORANDUM 2016 SECTION 13

DEFINITIONS

The following defnitions apply throughout this CGT Deferral document and the Customer Agreement unless the EIS reinvestment (deferral) relief for chargeable capital context requires otherwise: gains under section 150C and Schedule 5B TCGA

Co-investment Fund AIF The MMC Co-investment Fund Alternative Investment Fund, that is a collective investment undertaking, including investment compartments thereof, Customer Agreement which (a) raises capital from a number of investors, with a Each of the agreements governing the relationship view to investing it in accordance with a defned between MMC and the Investors investment policy for the beneft of those investors; and (b) does not require authorisation pursuant to article 5 of ECF the UCITS Directive The MMC Enterprise Capital Fund

AIFM EIS Alternative Investment Fund Manager, that is a legal person The Enterprise Investment Scheme as set out in Part 5 of ITA whose regular business is performing AIFM investment and sections 150A-D TCGA and Schedule 5B TCGA management functions for one or more AIFs EISA AIFMD Enterprise Investment Scheme Association Directive 2011/61/EU of the European Parliament and of EIS Funds the Council of 8 June 2011 on Alternative Investment Fund The MMC EIS Fund and the Growth Generation Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and FCA (EU) No 1095/2010 Financial Conduct Authority

AIM FSMA The Alternative Investment Market of the London Stock Financial Services and Markets Act 2000 Exchange Government BIR The Department for Business, Innovation and Skills Business Investment Relief. Applicable to qualifying investments by UK resident non-domiciles Growth Generation Fund The MMC Growth Generation Fund BPR Business Property Relief – relief from IHT pursuant to HMRC sections 1.3-14 IHTA 1984 for IHT purposes HM Revenue & Customs

BVCA Information Memorandum British Venture Capital Association This document, but not any document which accompanies it

CGT Investee Company/Investee Companies Capital gains tax Companies in which one or more of (1) the ECF, (2) the EIS Fund or (3) the Syndicate invests

MMC VENTURES LIMITED EIS FUND INFORMATION MEMORANDUM 2016 29 SECTION 13

DEFINITIONS

“Investor”, “you”, “your” Relevant Shares A person whose application is accepted and who becomes Shares in which the EIS Fund or the Growth Generation Fund an investor in the EIS Fund, the Growth Generation Fund, the has invested if and for so long as neither a claim for EIS tax Co-investment Fund, the ECF or a member of the Syndicate relief made in accordance with chapter 5, part 5 of the ITA has been disallowed nor an assessment has been made IPO pursuant to Section 235 of ITA withdrawing or refusing relief Initial public ofering by reason of the company in which the shares are held ceasing to be a Qualifying Company IHT Inheritance tax Retail Client A client who is neither a professional client nor an eligible IRR counterparty The internal rate of return on investments calculated in accordance with BVCA Guidelines SIPP A self-invested personal pension ITA The Income Tax Act 2007 SME Small and Medium Enterprises London Stock Exchange The London Stock Exchange plc Subscription The amount of cash invested or committed to MMC’s Funds “MMC”, “we”, “our” by an Investor at any one time (including applicable MMC MMC Ventures Limited fees but excluding any intermediary or independent adviser MMC Funds/MMC’s Funds fees payable). The EIS Fund, the Growth Generation Fund, the Syndicate Co-investment Fund and, membership of the Syndicate, The group of persons who have become clients of MMC and (to which funds this Information Memorandum relates), become members of the Syndicate and who have executed and in addition the MMC BIR Fund, the MMC Enterprise the Customer Agreement relating to the Syndicate Capital, the MMC London Fund and any other funds managed by or for which MMC provides services from TCGA time to time The Taxation of Chargeable Gains Act 1992

Nominee Terms & Conditions The Nominee appointed by MMC acting as nominee and The terms and conditions of an investment set out in the custodian for Investors (currently Mainspring Nominees) applicable Customer Agreement

Qualifying Companies Three Year Period Companies that qualify under EIS The period commencing when shares are issued to EIS Investors and ending three years from the date of issue or Relevant Business Property three years from commencement of trading, if later The assets set out in the defnition contained in section 105 Inheritance Tax Act 1984 (and which includes any unquoted shares in a company)

30 MMC VENTURES LIMITED EIS FUND INFORMATION MEMORANDUM 2016

For further information please contact:

Fund Manager

MMC Ventures Limited 2 Kensington Square, London W8 5EP T: 020 7938 2220 F: 020 7938 2259 www.mmcventures.com