Terms of website use

These terms and conditions (the Terms and Conditions or the Agreement) set out the terms of the agreement between you as a member of Grandnest Estate and a user of the Platform (You or a Member),Grandnest Estate (Grandnest Estate) and, where applicable, an appointed nominee. Together Grandnest Estate and the Nominee shall be referred to as “we” and “us”. The Platform meaning the website operated by Grandnest Estate under the trading name Grandnest Estate.

This Agreement will become legally binding once you have successfully undertaken the registration process and we have received satisfactory money laundering verification information.

Relationship between us

1. This Agreement is a binding contract between you, us and the Nominee (if relevant), and it sets out your and our rights and obligations with respect to your membership of Grandnest Estate and use of the Platform. In executing this Agreement, you are indicating that you agree to adhere to, and be bound by, all of its terms.

2. In addition to this Agreement, you may enter into several other agreements with us and, if inconsistent, the terms of any agreement to which you agree after this Agreement will prevail over the terms of this Agreement.

3. Upon executing this Agreement, you will become a Member of Grandnest Estate. In the event that you make an investment in securities through the Platform, you will also become a client of Grandnest Estate. Grandnest Estate will advise you of the type of client you are for regulatory purposes. An individual will, unless we notify you otherwise, be treated as a “retail” client for the purposes of the SEC (Securities and Exchange Commission, www.sec.gov) Rules. You may provide self-certification in relation to registering as a Member. You must answer any questions entirely on your own and without the assistance of another individual. This means that the declarations set forth in the self-certification are truthful and genuinely apply to you. If you wish to change your client classification, you should notify Grandnest Estate.

4. Grandnest Estate does not provide you with any advice (investment advice, legal, taxation or any other advice) in relation to the transactions conducted through the Platform. Each Investor (meaning any Member wishing to invest in equities or securities, an Investment) confirms to each Relevant Person (Relevant Person means, in the case of Grandnest Estate, Grandnest Estate's Directors, employees, consultants, agents or advisors) that, for the purposes of entering into any investment contemplated by these terms, he or she enters into any investment entirely on the basis of their own assessment of the risks and effect thereof.

5. If you become a Member you will have the opportunity to invest in some or all of the investments available from time to time on the Platform. There may be additional terms relating to the specific investment and, where notified by us and approved by you, investments may be held through a nominee arrangement (as described in the Nominee Additional Terms).

6. We are required to establish your identity before you are able to use the Platform. We will use third-party organisations to assist with this process at the point when you register on our Platform. By registering on our Platform you consent to us and our partner organisations using your personal information for the purposes of carrying out credit checks and other searches on you to establish your identity, your creditworthiness and your suitability to carry out Investments. We will keep records of any information obtained.

7. If we are unable to establish your identity using these third-party methods, you must provide sufficient documentation about yourself to enable us and other relevant parties to ascertain and verify your identity. This may include providing certified copies of identification documents such as your passport, driving licence and recent utility bills, and providing personal information such as your address, residency and date of birth. The information required may change from time to time and should that prove to be the case we will notify you that additional documentation is required. Until you provide that additional documentation you will be unable to proceed to use our Platform.

8. You authorise us to use any of your personal information which is relevant to our provision of services to you for all reasonable purposes in relation to your use of the Platform. We may retain and continue to process your personal information after the termination of this Agreement or any other agreement between you and us. Your personal information may be transferred or disclosed to and/or by third parties where necessary. This enables us to provide services to you and to discharge our obligations to third parties, including relevant stock exchanges, government agencies and regulators.

9. With your consent, your personal information may be used by us in order to provide you with information and marketing materials in relation to our other products and services. By entering into this Agreement you confirm your wish for your personal information to be processed for these additional purposes. If you do not wish to receive marketing information please advise us in writing.

10. In relation to investments made using the Platform, additional terms may apply to your investment, as incorporated into this Agreement. Please ensure that you review all terms applicable to the type of investment that you are undertaking.

11. We have a conflicts of interest policy which sets out the types of actual or potential conflicts of interest which may arise given the nature of our business and provides details of how these are managed. Further details and updates of this policy can be provided on request.

Miscellaneous

12. Termination. An Investor may terminate and close their account with Grandnest Estate at any time by giving at least 7 (seven) days' written notice to Grandnest Estate. Grandnest Estate may in its sole discretion, at any time, immediately terminate an Investor’s account by written notice to the Investor. The Investor accepts and acknowledges that Grandnest Estate will be entitled to retain such information about the Investor and any Investments, as necessary, in order to comply with their obligations to the relevant regulatory bodies.

13. Amendment. These Terms and Conditions may be varied by us from time to time. If these Terms and Conditions are varied we will notify you by posting the revised terms on the Platform and contacting you via email to inform you of the revised terms. In the event that additional terms or annexes are appended to the terms in relation to specific investment types we will post these additional terms on the Platform, but will not contact you via email to inform you.

14. Entire Agreement. These Terms and Conditions, together with the Terms of Website Use and the Privacy Statement constitute the entire agreement between us, and you acknowledge that you have not relied upon any representations, statements or pre-contractual statements that are not expressly set out in these terms.

15. Third-Party Rights. Subject to the following sentence, this Agreement does not confer any rights on any person or party (other than the parties to this agreement) pursuant to the Contracts (Rights of Third Parties) Act 1999. With the prior written consent of Grandnest Estate given in its sole discretion, any Relevant Person, any Company and/or any of such Company's directors, employees, consultants, agents or advisers, shall be entitled to enforce all of the rights and benefits under this agreement at all times as if party to this agreement.

16. Communications and Notices. Any notice given by any party under or in connection with these terms shall be in writing and in English, and shall be sent by the relevant party for the attention of the contact and to the address as notified by the party, from time to time. It shall be delivered by email, or sent by pre-paid first-class post or recorded delivery, and shall be deemed received as set out below. Delivery of a notice is deemed to have taken effect provided that all other requirements in this clause have been satisfied, if delivered by email, upon sending; or if sent by pre-paid first-class post, recorded delivery, or special delivery to an address in the U.S., at 9:00am on the second business day after posting. If deemed receipt under this Clause 16 would occur outside business hours (meaning outside 9:00am to 5:30pm Monday to Friday on a day that is not a public holiday in New York and a day when banks in New York City are open for business), then receipt is deemed to take place at 9:00am on the day when business next starts in New York. To prove service, it is sufficient to prove that if delivered by email, the email was sent to the correct address (being contactusGrandnest Estate.com or the email address associated with your account), and if delivered by post, the envelope containing the notice or other communication was properly addressed, paid for, and posted.

17. Further Assurance. You shall from time to time (both during the continuance of these terms and after its termination) do all such acts and execute all such documents as may be reasonably necessary in order to give effect to the provisions of these terms.

18. Costs. Your and our costs and expenses (including any professional, legal and accountancy expenses) of the preparation, negotiation and execution of any Investment and/or any associated documentation shall be borne by you and us respectively.

19. Survival. All disclaimers, indemnities and exclusions in these terms shall survive termination of these terms for any reason, as shall any other provisions of these terms that by their nature are intended to survive such termination.

20. Complaints. Should you have any complaints in relation to your use of the Platform, please notify us by email at support@grandnestestate.com. We will aim to acknowledge your complaint promptly, investigate the circumstances, and report the results to you. If your complaint is unresolved 8 (eight) weeks from the date you first made the complaint, you may refer it directly to the U.S. Securities and Exchange Commission (SEC) or the Financial Industry Regulatory Authority (FINRA). The SEC can be reached at www.sec.gov, and FINRA at www.finra.org. Certain customers, such as larger companies and trusts, may not have access to these services.

21. Time of Essence. Time shall be of the essence in relation to all matters arising under or pursuant to these terms.

22. No Waiver. No failure or delay by you or us in exercising any of our rights under these terms shall be deemed to be a waiver of that right, and no waiver by you or us of a breach of any provision of these terms shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

23. Severability. If any provision of these Terms and Conditions is held by any court or other competent authority to be invalid or unenforceable, in whole or in part, these Terms and Conditions shall continue to be valid as to its other provisions and the remainder of the affected provision.

24. No Partnership. These Terms and Conditions shall not be construed so as to create a partnership or joint venture between you and us. Nothing in these Terms and Conditions shall be construed so as to constitute you and us as agents of one another.

25. Assignment. These Terms and Conditions shall be binding on and inure to the benefit of each party and their respective successors and assigns. Any party (other than Grandnest Estate) shall not assign or sub-contract any of its rights or obligations under these terms (in whole or in part) without the prior written consent of Grandnest Estate. Grandnest Estate shall be entitled to assign or sub-contract any of its rights or obligations under these Terms and Conditions in whole or in part.

26. Force Majeure. Grandnest Estate shall not be in breach of these Terms and Conditions if there is, and shall not be liable or have responsibility of any kind for any loss or damage incurred by you as a result of, any total or partial failure, interruption or delay in performance of our duties and obligations occasioned by any act of God, fire, act of government, state, governmental or supranational body or regulatory authority or war, civil commotion, terrorism, failure of any internet or computer system, interruptions of power supplies, labour disputes of whatever nature or any other reason (whether or not similar in kind to any of the above) beyond our reasonable control.

27. Governing Law and Jurisdiction. These Terms and Conditions (and any dispute or claim relating to it or its subject matter (including non-contractual claims) is governed by and is to be construed in accordance with English law. The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any claim, dispute or issue (including non-contractual claims) which may arise out of or in connection with this agreement.

Additional terms

Investment process additional terms

Applicable if you invest in Non-Readily Realisable Investments – Equities

1. These additional terms shall apply in the event that an Investor invests in equity Non-Readily Realisable Investments (illiquid, hard-to-price securities for which there is a limited or non-existent secondary market) issued by a Company (for the purposes of this Agreement, a company which lists on the Platform and seeks funding).

2. On becoming a member of Grandnest Estate, you will be able to view each Posting (a Posting being a listing for a Company on the Platform seeking Investment) on our Platform. Some Postings may be reserved for specific, or a restricted group of, Investors at Grandnest Estate's sole discretion. The information that you have access to in respect of each Posting for a Non-Readily Realisable Investment (equity) will normally include, without limitation:

a) the name, legal status, physical address, and website address of the Company (if applicable);

b) a description of the business and intended use of the proceeds from the Minimum Target Amount (meaning the minimum amount that the Company wishes to raise) sought;

c) the Issue Price (the amount to be paid for each share) and the Minimum Target Amount;

d) details about the Lead Investor(s) (being the investor agreed by Grandnest Estate and the Company to be the lead investor);

e) any legal, intellectual property, technical, financial, or commercial due diligence information prepared by or on behalf of the Company or the Lead Investor as part of the process of the Posting (Investors should not place any reliance on such information as this has been specifically prepared for the parties it is addressed to and not for Investors, and any decision to proceed with any investment should not be based solely on such information);

f) whether the Company has received advance assurance from the IRS (Internal Revenue Service) that it is eligible for QSBS (Qualified Small Business Stock) exclusion under Section 1202 of the Internal Revenue Code, and, if not, whether the Company (i) appears to us to be eligible for QSBS exclusion and (ii) has agreed to allow Investors to claim such Relief.

3. An Investor shall not use any information contained in any Posting (such information being Confidential Information) except for the purposes of considering an investment in the Company. Without limitation, each Investor agrees with Grandnest Estate and with each Company that it will not directly or indirectly seek to use any Confidential Information to enter into competition with the Company, solicit employees, customers, or suppliers of the Company, or make further investments in the Company. The Investor undertakes to Grandnest Estate and the Company that it will not disclose or distribute to any person any Confidential Information without the prior written consent of the Company, unless required to do so by law, a court of competent jurisdiction, or any governmental or regulatory authority. You agree to indemnify the Company and Grandnest Estate for any loss or damage suffered as a result of any breach of your obligations under this clause.

4. You acknowledge that Grandnest Estate has reviewed each Posting before Investors are able to review it. Before doing so, Grandnest Estate will ask the Company for evidence that factual statements are correct, and we require that opinions and any projections in the Posting are phrased fairly, clearly, and without being misleading. We have approved the contents of the Posting as a financial promotion for the purposes of U.S. regulatory standards. This means that we have concluded that the information, taken as a whole, is “fair, clear and not misleading” as of the date of approval. For factual statements, we have reviewed evidence of their accuracy, and for aspirational statements or statements of opinion or belief, we believe they are appropriately phrased considering their speculative or subjective nature. You should note that for factual statements, the evidence we review is provided by the business, and while we take reasonable care in our review, we do not audit it, meaning we may not be able to identify forged, altered, or deliberately misleading information (other than by reason of our willful default or fraud). For aspirational statements, early-stage businesses often include ambitions that may not be fully realized, and our approval does not imply a belief that these ambitions will be fully realized.

5. An Investor should not take our approval of a Posting as any form of recommendation to invest in a Company, nor as to the merits of the Company's business or its likelihood of success. Any decision to invest in the Company shall be the Investor's alone.

6. All Investments will take the form of subscriptions for common shares or such class of shares which rank equally with those issued to the Lead Investor in respect of their rights and economic terms. This is only accurate as of the time the Investment completes and may change if future funding rounds are required by the Company.

7. A Company’s Posting will remain open for Investment for an agreed initial period of up to 90 days (the Investment Period). If the Company has not received its Minimum Target Amount by the end of the Investment Period, the Posting will be withdrawn unless Grandnest Estate and the Company mutually agree to extend the Posting's time period. If the Company has received its Minimum Target Amount by the end of the Investment Period, the Posting will proceed to completion.

8. An Investor may invest in a Company at any time during the Investment Period. The Investor shall confirm the amount it wishes to invest (or wishes the Nominee to invest on its behalf) and shall enter into the provided Subscription Agreement (or authorize the Nominee to enter into such agreement) with the Company. The Subscription Agreement refers to an agreement between an Investor and a Company (or between the Nominee and a Company, as relevant) under which the Investor agrees to subscribe for shares in the Company through the Platform and sets out the full terms of the Investment. The investment will proceed subject to the Minimum Target Amount being reached. The Investor shall transfer funds to the relevant account as advised by Grandnest Estate. After entering into a Subscription Agreement, the Investor has the right to cancel its subscription for the shares during the Cooling Off Period (meaning 7 calendar days from the date of the Subscription Agreement) by notifying Grandnest Estate. If the cancellation notice is not received within the Cooling Off Period, the Investment cannot be canceled.

9. If an Investor cancels an Investment during the Cooling Off Period, or for any other reason under Grandnest Estate's control, funds transferred by the Investor for the investment payment will be refunded in full. Additional anti-money laundering or other checks to verify the identity of the transferee and recipient of the funds may be required before the refund is processed. There may be a delay in returning funds to an Investor who cancels their Investment until these checks have been satisfactorily completed. Bank fees and currency fluctuations are the responsibility of the Investor and will not be included in the refund.

10. You acknowledge that all investments made through the Platform are made entirely at the Investor's own risk, subject to the terms of the Subscription Agreement or any Investment Agreement, and are based on the Investor's own judgment.

11. Except in the event of fraud, no Relevant Person shall be liable or responsible to any Investor or any Company for any of the following matters, and each Relevant Person hereby excludes, to the fullest extent permitted under law (including contract, tort, or breach of statutory duty), any and all liability for, or in respect of:

a) the performance of any Company, the market opportunity, or its ability to meet its business plan or projections or any other information set out in the Posting;

b) the suitability of any Company for investment;

c) the terms of any investment in a Company (including without limitation the Subscription Agreement, the Investment Agreement and the Articles); and

d) the undertaking or outcome of any due diligence exercise in respect of a Company or any due diligence report in respect of a Company (whether legal, financial, technical or otherwise); and

e) obtaining any tax relief in relation to an investment in a Company or that Company remaining eligible for a tax relief after the investment has been made.

12. Except for in respect of death, personal injury or any other matter for which it would be illegal for a Relevant Person to limit its liability, the total aggregate liability of any Relevant Person under or in connection with these terms or any Investment made through the Platform howsoever arising and whether in contract, tort or otherwise (including for negligence) shall be £1,000.

13. We will not be liable to you for any losses, damages or costs arising in the event that you are not able to claim a tax relief on a particular investment, or because any tax relief you have claimed is lost, due to any of the circumstances described in these terms. You are strongly advised to speak with your tax adviser and/or a solicitor before making any investment on the basis that you will be able to receive any tax relief.

Nominee additional terms

Applicable if your equities are held under a Nominee arrangement

Summary terms

1. These additional terms apply to Grandnest Estate(the Administrator and Custodian), Grandnest Estate Nominees Ltd (Nominee Company) – together Grandnest Estate (Grandnest Estate) (Administrator, Nominee and Custodian) – and you, if you confirm that the shares in investee companies shall be purchased, managed and held on your behalf by a nominee. The Nominee Company and the Administrator shall together be known as the Nominee. The services, described below, to be provided by the Nominee shall be referred to as the Nominee Service and the shares purchased shall be referred to as the Shares.

2. Subject to:

a) You

i) confirming a wish to invest in equities (such confirmation to be in a format as described from time to time on the Platform);

ii) being aged 18 or over and having satisfied appropriate testing and other eligibility criteria as decided by the Nominee;

iii) signing the Subscription Agreement;

iv) remitting the share subscription amount to such Nominee’s account as notified to you

b) and Grandnest Estate confirming that the equity investment is proceeding (either because the Minimum Target Amount has been achieved, and/or other pre-conditions to investment have been met)

it shall act in accordance with Clause 3 below.

3. The Nominee undertakes to:

a) Co-sign the Subscription Agreement to the issuing company in respect of the relevant shares;

b) Use the monies fully paid up by each Investor to purchase the relevant shares;

c) Hold and manage the relevant shares as nominee for you, upon the terms of this Agreement.

4. You acknowledge and agree that the Nominee holds the shares as nominee for you subject to the provisions of the issuing company’s articles of association and any other document governing the terms on which the shares are issued. You understand that the Nominee will be the legal owner of the shares and you will be the beneficial owner of the shares. This means that subject to its legal obligations, Grandnest Estate will treat the shares as if they belonged to you.

5. In the event of any transfer of shares from the Nominee to the Investor or to his or her estate or beneficiaries, such transfer shall be conditional upon the person to whom the Shares are transferred entering into a deed of adherence or shareholders’ agreement in place in respect of the Company at the time of the transfer.

Full Terms

Terms for Service Provision

Terms & Conditions for the Provision of Custodian, Nominee, and Administrative Services

1 Definitions and Interpretations

In these Conditions, unless the context otherwise requires, the following words and expressions shall have the following meanings:

"Administrator" Grandnest Estate assumes the role and responsibilities of the Administrator;

"Associate" any person or entity that is controlled by Grandnest Estate;

"Business Day" a day, other than Saturday, Sunday, or public holiday, on which banks are open for business in New York City;

"CASS" the FCA’s Client Assets Sourcebook, which contains the FCA’s requirements for holding client assets and client money;

"Closing Date" the initial closing date and any subsequent date(s) on which a round of fundraising for an Investee Company may be completed, as determined by Grandnest Estate and communicated to the Investor through the Platform;

"Commencement Date" in relation to any Investment, the effective date of the Contract pursuant to Condition 2.2;

"Confidential Information" all information and materials of any person (whether oral or recorded in any medium), which are marked confidential or which are by their nature clearly confidential, obtained under or in connection with an Investment;

"Contract" the contract between the Investor and Grandnest Estate and its Associates for the supply of Services in accordance with these Conditions in relation to a particular Investment;

"Control" the ability to exercise significant influence over the operating or financial policies of any person or entity;

"Custodian" Grandnest Estate (or such other Associate of Grandnest Estate as may assume the role and responsibilities of the Custodian with the prior consent of the Investor and Grandnest Estate;

"EIS" the Enterprise Investment Scheme established under Part 5 of the Income Tax Act 2007 and designed to help small higher-risk trading companies to raise finance by offering a range of tax reliefs ("EIS Relief(s)");

"EIS Qualifying Company" a company that qualifies for investment under EIS;

"Force Majeure Event" has the meaning given to it in Condition 15.2;

"FCA" the Financial Conduct Authority and its statutory successor (or any other body to which its statutory functions have been delegated);

"FCA Rules" the rules and guidance issued and modified by the FCA from time to time;

"FSMA" the Financial Services and Markets Act 2000;

"Investee Company or Company" has the meaning given to Company in the Subscription Agreement;

"Investment" the equity or other interest in the Investee Company (as further described in the Subscription Agreement) to be acquired by the Nominee on behalf of the Investor using the Subscription Monies provided by the Investor for such purpose;

"Investor" has the meaning given to it in the Subscription Agreement;

"Loss" any damages, loss, costs, claims, or expenses (excluding any loss of business or profits or any indirect or consequential loss or damage, in each case whether arising from negligence, breach of contract, or otherwise);

"Nominee" Grandnest Estate Nominees Ltd (No. 351903), whose registered office is at 1 Vanderbilt Ave, New York, NY 10017, United States (or such other Associate of Grandnest Estate, as may assume the role and responsibilities of the Nominee with the prior consent of the Investor);

"Platform" the investment technology platform operated by Grandnest Estate or any replacement product or service nominated by Grandnest Estate for use by its members;

"PRA" the Prudential Regulation Authority and its statutory successor (or any other body to which its statutory functions have been delegated);

"Professional Client" has the meaning given to it in the FCA Rules; "Retail Client" has the meaning given to it in the FCA Rules;

"Services" the custodian, nominee, and administration services to be provided by Grandnest Estate under the Contract;

"Subscription Agreement" the form containing details of the proposed Investment comprising, together with these Conditions, the Contract;

"Subscription Monies" the subscription monies for investment in an Investee Company, provided to the Administrator by the Investor; and "Grandnest Estate" Grandnest Estate, which is authorized and regulated by the SEC (with a SEC Registration Number of 351903).

1.2 In these Conditions, any reference to a "person" shall be construed as a reference to any natural person, partnership, joint venture, corporation, limited liability company or partnership, trust, firm, association, or governmental agency or department, or any two or more of the foregoing, and a reference to a party includes its personal representatives, successors, or permitted assigns.

1.3 The headings used in these Conditions are for ease of reference only and shall not affect their interpretation.

1.4 References in these Conditions to the numbered conditions or the Schedule are to the numbered conditions of or the Schedule to the Contract.

1.5 Any reference in these Conditions to any statute or statutory provision shall, unless the context otherwise requires, be construed as a reference to such statute or statutory provision (including all instruments, orders, or regulations made thereunder or deriving validity therefrom) as in force at the Commencement Date and as subsequently re-enacted or consolidated.

1.6 Words denoting any gender include all genders. The singular shall include the plural (and vice versa).

1.7 Any phrase introduced by the terms including, include, in particular, or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

1.8 Section 1124 of the Corporation Tax Act 2010 shall apply to determine whether one person is controlled by another for the purposes of these Conditions.

1.9 A reference to writing or written includes emails and other electronic communication messages, including those delivered via the Platform.

2 Basis of Contract

2.1 These Conditions apply to the provision of the Services to the exclusion of any other terms that Grandnest Estate or any of its Associates may seek to impose or incorporate, or which are implied by trade, custom, practice, or course of dealing.

2.2 A Contract for the provision of Services in relation to a particular Investment shall be deemed to have been offered by the Investor upon the execution by them of the Subscription Agreement relating to such Investment and the payment by the Investor of the Subscription Monies. It shall be accepted by Grandnest Estate when it confirms that the completed Subscription Agreement and any other information reasonably required by it to fulfill its regulatory compliance obligations, together with the Subscription Monies, have been received, at which point the Contract (incorporating these Conditions) shall come into existence.

2.3 In the event of a conflict between these Conditions and the Subscription Agreement, the Subscription Agreement shall prevail. In the event of a conflict between these Conditions and any other document or information provided to the Investor through the Platform or otherwise, these Conditions shall prevail.

3 Appointment of Custodian, Nominee, and Administrator

3.1 Grandnest Estate shall provide the Services in respect of the Investments on the terms set out in these Conditions.

3.2 Grandnest Estate represents and warrants to the Investor that it is authorized and regulated by the SEC in respect of its investment business (with SEC Registration Number 351903) and has the necessary permissions under its authorization to provide the Services (or procure the provision of Services by its Associates) to the Investor.

4 Subscription Process

4.1 The Investor is solely responsible for all decisions regarding whether to subscribe for an Investment.

4.2 For the avoidance of doubt, Grandnest Estate is not responsible for:

4.2.1 Providing advice on the merits of the Investment;

4.2.2 Assessing the suitability or appropriateness of any Investment for the Investor; or

4.2.3 Any activity that would constitute the provision of investment management services to the Investor.

4.3 In relation to each Investment the Investor has committed to (whether via the Platform or otherwise) and for which they have been granted an allocation by Grandnest Estate, the Investor shall, on or before the relevant Commencement Date:

4.3.1 Agree to the terms of the Subscription Agreement;

4.3.2 Pay the Subscription Monies to Grandnest Estate (or its Associate) in the manner specified by Grandnest Estate; and

4.3.3 Provide Grandnest Estate with any documentation required to satisfy:

4.3.3.1 Anti-money-laundering requirements in respect of the Investor; or

4.3.3.2 Other obligations under FCA Rules or regulatory requirements, including, if applicable, a form consenting to be treated as a Professional Client.

4.4 Grandnest Estate may, at its discretion, reject any Subscription Agreement it reasonably believes to be incomplete, erroneous, or that cannot be accepted without breaching relevant FCA Rules. If a Subscription Agreement is not accepted, any Subscription Monies paid will be returned to the Investor as soon as practicable (and in any event no later than 30 days after the relevant Closing Date), and the Contract for that proposed Investment will be terminated.

4.5 Once Grandnest Estate notifies an Investor that the Subscription Agreement for an Investment is accepted, the payment of the Subscription Monies shall be irrevocable. The Investor will not be able to demand repayment under any circumstances.

4.6 The Investor acknowledges that they have read and understood the risk warnings related to the Investment as set out on the Platform.

4.7 By agreeing to the terms of the Subscription Agreement, the Investor instructs Grandnest Estate to enter into the proposed Investment and confirms awareness of any conditions, warranties, representations, or other obligations arising as a result. The Investor further instructs Grandnest Estate to enter into these agreements on their behalf.

5 The Services

5.1 From the Commencement Date, Grandnest Estate will provide the Services to the Investor according to the terms and conditions set forth in these Conditions.

5.2 Grandnest Estate will act in good faith and perform the Services with reasonable care and skill, adhering to generally recognized commercial practices and industry standards for similar services. Grandnest Estate will comply with all applicable laws and regulations, including but not limited to FCA Rules (as updated from time to time). Grandnest Estate will allocate sufficient time, attention, and resources, including competent personnel and equipment, to provide the Services properly, efficiently, and in compliance with FCA Rules.

5.3 All funds managed by Grandnest Estate on behalf of the Investor, including Subscription Monies, fees, dividends, and disposal proceeds, will be held in a client bank account under the control of Grandnest Estate. This account will be with a U.S. bank authorized and regulated by the relevant U.S. regulatory authorities and will comply with applicable client money protection rules. Grandnest Estate may debit or credit this account for any sums payable by or to the Investor under the Contract. Any interest on credit balances will be retained by Grandnest Estate, and all charges for the client bank account will be borne by Grandnest Estate. Grandnest Estate may donate any unclaimed client money balance to a registered charity provided:

5.3.1 It has been held for at least six years after the last movement on the account (excluding interest, charges, or similar items);

5.3.2 Grandnest Estate has taken reasonable steps to trace the client and return the balance; and

5.3.3 Grandnest Estate undertakes to pay the client a sum equal to the balance donated if the client claims the balance in the future.

5.4 Grandnest Estate may liquidate or transfer an unclaimed safe custody asset held for a client and donate the proceeds to a registered charity, provided:

5.4.1 The asset has been held for at least 12 years, with no instructions received from the client during that period;

5.4.2 Grandnest Estate has taken reasonable steps to trace the client and return the asset; and

5.4.3 Grandnest Estate will pay the client a sum equal to the asset’s value if the client claims it in the future.

5.5 Upon receiving a written instruction from the Investor, Grandnest Estate shall:

5.5.1 Ensure the Nominee executes the required documents to effectuate the Investment; and

5.5.2 Release the Subscription Monies to a solicitor nominated by the Investee Company or directly to the Investee Company’s bank account upon completion of the Investment.

5.6 Grandnest Estate (or its Associate) will hold each Investment in compliance with the FCA’s client asset rules as specified in CASS.

5.7 The Nominee will hold legal title to the Investment, while the Investor will be the beneficial owner.

5.7.1 The Investor:

5.7.1.1 Consents to the Investments being registered in the Nominee’s name to simplify share administration; and

5.7.1.2 Confirms it will provide Grandnest Estate with necessary instructions to exercise any voting or other rights related to the Investments, in accordance with other relevant agreements.

5.7.2 Grandnest Estate (and the Nominee) will act on express written instructions from the Investor where required and in accordance with other relevant agreements.

5.7.3 For each Investment, Grandnest Estate (and the Nominee) will:

5.7.3.1 Hold the Investment as nominee and on trust for the Investor;

5.7.3.2 Have no beneficial interest in the Investment;

5.7.3.3 Promptly account to the Investor for all dividends or payments received in respect of the Investment;

5.7.3.4 Hold all bonus shares, rights issue shares, or other benefits related to the Investment on trust for the Investor;

5.7.3.5 Hold shares issued from warrants or options on trust for the Investor;

5.7.3.6 Exercise voting and other rights related to the Investment only as directed or approved by the Investor;

5.7.3.7 Exercise rights under articles of association or investment agreements only as directed or approved by the Investor;

5.7.3.8 Execute proxies as requested by the Investor to attend and vote at any general meeting of the Investee Company;

5.7.3.9 Deposit investment certificates with the Custodian (to hold on behalf of the Investor);

5.7.3.10 Transfer, deal with, or dispose of the Investment only as directed by the Investor;

5.7.3.11 Certify that any transfer of the Investment by the Nominee does not change the beneficial interest, given reasonable evidence of transfer; and

5.7.3.12 Notify the Investor promptly upon receiving any notices or documents affecting the Investment.

5.8 Grandnest Estate may not lend Investments or title documentation to third parties or borrow against the security of such Investments or documents.

5.9 Amounts received as income or proceeds from the Investment by Grandnest Estate may be used to satisfy any obligations of the Investor under the Contract, including fees, expenses, and other obligations outlined in the Subscription Agreement.

5.10 In compliance with FCA Rules, Grandnest Estate will:

5.10.1 Provide the Investor with essential information about the Investment promptly after executing the required documents and, if requested, any status updates during the transaction process; and

5.10.2 Send the Investor an annual statement of the Investments held on their behalf.

5.11 The Investor consents to receiving statements, reports, or information under this Condition 5 through the Platform or other written forms, including email.

6 Fees and Payment

6.1 Fees owed to Grandnest Estate will be charged to the Investee Company by Grandnest Estate on the Closing Date or may be deducted from the Subscription Monies, income, or proceeds from disposals of Investments, as detailed in this Condition 6 and any relevant Subscription Agreement or other agreements. The Investor authorizes Grandnest Estate to make such deductions, including any applicable VAT on the services provided by Grandnest Estate or its Associates.

6.2 The fees for Services provided by Grandnest Estate and its Associates, as well as any contingent fees, are outlined in separate agreements.

6.3 Grandnest Estate may charge the Investor contingent fees on the disposal (or part disposal) of the Investment, as specified in any other agreements.

6.4 If a payment due to Grandnest Estate under the Contract is not made by the due date, the defaulting party shall pay interest at a rate of 2% per month above the base rate of the Bank of England on the overdue amount. Interest shall accrue daily from the due date until the payment is made, whether before or after judgment. This Condition 6.4 does not apply to payments disputed in good faith by the defaulting party.

7 Distribution of Proceeds and Income

7.1 Income or proceeds from the disposal of an Investment will be paid directly to the Investor or initially to an account as directed by Grandnest Estate, and then distributed to the Investor after deducting any fees or expenses due to Grandnest Estate, as detailed in other agreements.

7.2 The Investor is responsible for any taxation related to the Investment or its disposal. If an Investment ceases to qualify for EIS Relief, the Investor is liable to account to HMRC for any resulting tax liability. Grandnest Estate will not be liable to the Investor for such tax liabilities. However, if HMRC or another tax authority demands tax payments from Grandnest Estate on behalf of the Investor, Grandnest Estate is authorized to make such payments, provided it fully discloses this to the Investor and allows reasonable time for the Investor to address the tax obligations with HMRC.

8 Transfer of Interests

8.1 Upon the death or bankruptcy of the Investor, the personal representatives or trustee (as applicable) shall assume the role of the “Investor” and be entitled to receive any distributions of monies under the Contract as if they were the original Investor.

8.2 Upon termination of the Contract, unless otherwise agreed by the Investor, the Investments shall be transferred into the name of the Investor (as the underlying beneficial owner) or to another nominee appointed by the Investor.

8.3 The Investor agrees not to instruct any transfer under this Condition 8 without obtaining the prior written approval of Grandnest Estate.

8.4 Except as provided in Conditions 8.1 and 8.2, and except in the case of the disposal of an Investment, no sale, assignment, or transfer by the Investor of the underlying beneficial ownership of an Investment or any associated rights shall be valid or effective, and Grandnest Estate shall not recognize such transfer for the purpose of making distributions of monies or maintaining records.

9 Exclusivity

9.1 During the term of the Contract, the Investor shall not appoint any other person or entity, other than Grandnest Estate, to perform the Services (or any part thereof) related to the Investment.

10 Conflicts of Interest

10.1 Grandnest Estate may provide custodian, nominee, administrative, or other services to any person and shall not be required to account to the Investor for any profits earned in connection with such services. Grandnest Estate represents and warrants that it will handle conflicts of interest in compliance with FCA Rules.

10.2 Grandnest Estate is required by FCA Rules to establish, implement, and maintain a conflicts of interest policy. This policy outlines potential or actual conflicts of interest that may affect Grandnest Estate. A copy of this policy will be provided upon request.

10.3 Grandnest Estate or any Associate may hold investments in any Investee Company.

11 Liability

11.1 Neither Grandnest Estate nor its Associates shall be liable for any loss or damage suffered by the Investor due to any failure, interruption, or delay in performance resulting from events beyond its reasonable control, including but not limited to Force Majeure Events, war, riot, civil commotion, terrorism, governmental regulations, or breakdowns in telecommunications or computer systems.

11.2 Grandnest Estate shall not be liable for defaults of any counterparty, agent, banker, nominee, or other person or entity holding money, investments, or documents of title, except where such entity is an Associate of Grandnest Estate.

11.3 Except as provided in Condition 11.4, Grandnest Estate shall not be liable to the Investor for any loss of profit, or for any indirect or consequential loss arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise.

11.4 Nothing in the Contract will exclude or limit Grandnest Estate's liability for death or personal injury caused by its negligence, or that of its employees or subcontractors, or for fraud, wilful default, or fraudulent misrepresentation, or any liability that cannot be limited or excluded under FCA Rules.

11.5 Grandnest Estate does not warrant the performance of the Investee Companies. The Investor acknowledges that Investee Companies are high-risk investments with limited liquidity. The Investor has carefully considered the suitability of these investments and acknowledged the risk warnings on the Platform. Grandnest Estate shall not be responsible for the economic performance of the Investments.

11.6 Grandnest Estate shall not be liable for any loss arising from an Investment not qualifying for EIS Relief or ceasing to qualify for EIS Relief, where applicable.

12 Term and Termination

12.1 The Contract, incorporating these Conditions, shall commence on the Commencement Date and continue until the Investment has been disposed of, unless terminated earlier in accordance with this Condition 12.

12.2 Grandnest Estate’s appointment under this Contract may be terminated:

12.2.1 by either the Investor or Grandnest Estate if Grandnest Estate ceases to be legally permitted or authorized by the appropriate regulatory authority (such as the FCA) to perform the Services;

12.2.2 at any time by Grandnest Estate giving the Investor not less than three months’ written notice of its intention to terminate its provision of Services under the Contract;

12.2.3 by the Investor, with Grandnest Estate's written consent, if the Investor wishes to have all Investments transferred either into his or her name personally or to a different provider of custody, administration, and nominee services;

12.2.4 by either the Investor or Grandnest Estate if Grandnest Estate is dissolved or ceases to operate;

12.2.5 by either the Investor or Grandnest Estate if the other Party has committed a material breach of the Contract, been given a notice to cure such breach, and failed to do so within 10 (ten) Business Days of receiving such notice.

12.3 The Investor and Grandnest Estate agree not to terminate the Services under Conditions 12.2.3 or 12.2.4 without the prior written approval of Grandnest Estate.

12.4 Upon termination, unless an alternative provider of the Services ("Alternative Provider") is found, the Investments shall be transferred into the Investor’s name or as the Investor directs.

13 Consequences of Termination

13.1 Upon termination of the Contract as per Condition 12, Grandnest Estate will use reasonable efforts to transfer legal title to the Investor’s Investment as promptly as possible, following the terms outlined in these Conditions.

13.2 Where applicable, upon termination of the Contract, Grandnest Estate will, as soon as practicable, deliver all documentation and copies thereof related to the Investments to any Alternative Provider. Copies of any documentation may be retained by Grandnest Estate if required to fulfill a regulatory or legal obligation.

13.3 Upon termination of the Contract, the Parties will promptly return or destroy (as directed by the supplying Party) all Confidential Information provided by the other Party, subject to Grandnest Estate’s obligations to retain records in accordance with applicable regulatory rules.

13.4 The provisions of Conditions 11, 14, 19, and 20, as well as any provisions of the Contract necessary to interpret these Conditions, shall survive the termination of the Contract.

14 Confidentiality

14.1 Except as provided in Conditions 14.2 and 14.3, each Party shall:

14.1.1 treat the other Party's Confidential Information as confidential and not disclose it to any third party; and

14.1.2 use Confidential Information solely for the performance of its obligations under the Contract.

14.2 Confidential Information may be disclosed to the following recipients only to the extent necessary for the purposes of the Contract or as required by law, provided that reasonable efforts are made to ensure confidentiality:

14.2.1 any court, government or other regulatory authority (including, without limitation, the FCA);

14.2.2 employees, agents, consultants, or subcontractors of the Recipient; or

14.2.3 the provider of Platform services (or any replacement provider) and any authorized agents acting on their behalf.

14.3 Confidential Information may be used by the Recipient or disclosed to others if:

14.3.1 it becomes public knowledge through no fault of the Recipient (provided that any non-public Confidential Information remains undisclosed); or

14.3.2 it was known to the Recipient before disclosure by the disclosing Party, other than as a result of a breach of confidentiality.

14.4 Upon termination or expiration of the Contract, each Party shall ensure that all Confidential Information belonging to the other Party is returned, deleted, or destroyed in accordance with the written instructions of the other Party, except where retention is necessary to meet regulatory or legal obligations.

15 Force Majeure

15.1 Except as otherwise provided and subject to Condition 15.3 below, no Party shall be considered in default for failing to perform any part of the Contract if such failure is due to a Force Majeure Event, provided that the affected Party promptly notifies the other Party of the nature and extent of the Force Majeure Event as soon as reasonably practicable under the circumstances.

15.2 For the purposes of this Condition 15, a "Force Majeure Event" means any event or circumstance beyond the reasonable control of the affected Party, including but not limited to acts of God, explosions, revolutions, insurrections, riots, civil commotion, wars, national or local emergencies, terrorist acts or threats, acts of government, strikes, fires, floods, or any breakdown or suspension of computer or communication systems beyond the reasonable control of the Party claiming the Force Majeure Event.

15.3 If a Party is affected by a Force Majeure Event, it shall use all reasonable efforts to mitigate or eliminate the impact of such Force Majeure Event and shall inform the other Party of the measures it is taking or proposes to take.

15.4 If the affected Party is unable to perform its obligations due to a Force Majeure Event for a continuous period exceeding 30 (thirty) days, the other Party may terminate the Contract immediately upon written notice to the affected Party. In such case, neither Party shall have any liability to the other, except that rights and liabilities accrued before the termination shall continue to exist.

16 General

16.1 Grandnest Estate may assign the Contract, in whole or in part, to any Associate that is properly regulated to perform the services hereunder, at its sole discretion. Grandnest Estate will notify the Investor of such assignment. The Contract is personal to the Investor, and the Investor may not assign it.

16.2 No omission or delay by any Party in exercising any right, power, or privilege under the Contract shall be deemed a waiver of that right, power, or privilege. Nor shall any partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or of any other right, power, or privilege. The rights and remedies provided in the Contract are cumulative and are not exclusive of any other rights or remedies provided by law.

16.3 Nothing in the Contract shall be construed to create a partnership, agency, or joint venture between the Parties.

16.4 A person who is not a Party to the Contract does not have any right to enforce any provision of the Contract under any applicable laws related to third-party rights.

16.5 The Contract, along with any documents referred to in it, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements, discussions, and understandings between the Parties that occurred before the Commencement Date.

16.6 If any term, condition, or provision of the Contract is found to be invalid, unlawful, or unenforceable to any extent, it shall not affect the validity, legality, or enforceability of the remaining terms, conditions, or provisions of the Contract.

16.7 Grandnest Estate may amend the Contract immediately if such amendment is required to comply with applicable laws or regulations.

17 Notices

17.1 Any notice, demand, or other communication related to the Contract must be in writing and delivered either personally, by prepaid first-class mail, or transmitted by electronic mail to the address and contact details provided in the Subscription Agreement.

17.2 A notice, demand, or other communication delivered as described in Condition 17.1 will be considered duly delivered if:

17.2.1 Delivered personally, upon delivery at the address of the relevant party;

17.2.2 Sent by first-class mail, two Business Days after the date of posting; or

17.2.3 Emailed, 60 minutes from the time of transmission, provided that no delivery failure notice is received from the recipient's email service.

18 Complaints and Compensation

18.1 Grandnest Estate has established procedures for handling complaints in accordance with applicable regulations. Details of these procedures are available upon request. If an Investor has a complaint, they should contact Grandnest Estate directly. If the complaint remains unresolved to the Investor's satisfaction, they may refer it to the Financial Ombudsman Service. However, if the Investor is classified as a Professional Client, they may not be eligible to make a complaint to the Financial Ombudsman Service.

18.2 Grandnest Estate participates in the Financial Services Compensation Scheme (FSCS), which provides compensation to eligible investors if a firm fails to meet its obligations. Compensation under the FSCS is limited to a maximum of £50,000 per claim. Further information is available from Grandnest Estate. However, if the Investor is classified as a Professional Client, they may not be eligible for compensation under the FSCS criteria. Additionally, the FSCS does not cover losses due to investment performance or failure to deliver financial returns.

19 Data Protection

19.1 Grandnest Estate represents and warrants that it is appropriately registered under applicable data protection laws for all purposes related to the performance of its functions under the Contract, and will maintain such registration and comply with all relevant data protection legislation for the duration of the Contract.

19.2 The personal data provided by the Investor to Grandnest Estate will be held and used for the purposes outlined in or contemplated by the Contract. The Investor acknowledges that Grandnest Estate may also share this data with or obtain information from other organizations: (a) for legal or regulatory purposes; (b) to verify the accuracy of the information provided; or (c) to detect or prevent crime. Grandnest Estate may retain personal data after the Contract’s termination for legal, regulatory, and audit purposes.

20 Governing Law and Jurisdiction

20.1 The Contract will be governed by and construed in accordance with the laws of the State of New York, and the Parties agree to submit to the exclusive jurisdiction of the courts located in New York City.

Annex One

Investment Risks and Warnings

By using our Platform, you acknowledge and agree that you have read and understood the following risks and warnings. If you do not understand any of these risks or warnings, and especially if you are a private client, you should seek advice from an Independent Financial Advisor, attorney, or another qualified professional before using our Platform. This list of risk factors is not exhaustive and does not cover all potential risks. Any investment decision made through our Platform is made at your own risk.

Non-Readily Realizable Investments

1. Liquidity Risk Non-readily realizable securities are considered illiquid, hard-to-price securities with no, or only a limited, secondary market. It is highly unlikely that a secondary market will develop in the short to medium term, nor is it likely that these securities will be listed on any recognized stock exchange. You may find it difficult to sell equity securities unless an offer is made for the entire issued share capital of the company or if the shares are listed on a stock exchange.

2. Potential for Loss Investing in early-stage businesses is inherently risky. Most startups fail, meaning there is a significant chance that you could lose all of the capital you invest in such securities listed on our platform. You are strongly advised to invest only what you can afford to lose.

3. History Due to their early stage, these businesses may lack a trading or operational history. The success of such businesses depends largely on the ability of their directors and staff to develop and execute a strategy to achieve their objectives.

4. Forward-Looking Statements We may provide you with certain statements, estimates, projections, forecasts, and data from the early-stage business regarding its anticipated future performance and/or its industry. Such projections reflect various assumptions made by the company's management and may or may not prove to be accurate. Actual results may differ materially from these projections.

5. Diversification Given the risks associated with investing in early-stage companies, you are advised to maintain a diversified portfolio of investments and not to invest in non-readily realizable investments unless you have sufficient disposable income to invest.

6. Dividends Early-stage companies rarely pay dividends, so you are unlikely to receive any return on your equity investment unless an offer is made for the entire issued share capital of the company or if the company goes public.

7. Dilution Any equity investment you make is subject to dilution. It is highly likely that the company will need to raise additional capital in future rounds, which may result in the issuance of more shares to existing and/or new investors. Consequently, the proportion of the company represented by your shares may be diluted by such subsequent share issuances. If the company's value grows, you will have 'a smaller slice of a bigger pie'; if the company’s value does not grow, you will have 'a smaller slice of the same-sized or a smaller pie.' Additionally, to incentivize directors, employees, or service providers, the company may issue shares or grant share options, further diluting your ownership. New shares issued in subsequent fundraisings may also carry preferential rights over those acquired by you, such as priority in receiving sale proceeds or multiple times the invested amount.

8. Tax Treatment of Shares The U.S. government provides certain types of tax relief for investments in small businesses, including the Qualified Small Business Stock (QSBS) exclusion under Section 1202 of the Internal Revenue Code. Certain investments made through our Platform may be eligible for QSBS or similar relief ("Reliefs"), as described below.

If a company (i) has received advance assurance from the IRS that it is eligible for a Relief and (ii) has agreed to allow equity investors to claim the Relief, we will notify investors. Similarly, if a company has not yet received advance assurance but (i) appears eligible for a Relief and (ii) has agreed to allow investors to claim it, we will indicate this in the Posting, and we will only complete an investment once the company receives such advance assurance.

Despite advance assurance, the final determination of Relief eligibility is made by the IRS. We cannot guarantee that a Relief will be granted even if advance assurance has been provided, due to company-specific characteristics, investment structure, or other factors.

There are restrictions on who can claim a Relief, and even if the company is eligible, you might not be able to benefit from it. Eligibility can be lost due to events such as share sales or changes in the company’s business or ownership, posing a risk that neither the company nor your investment will remain eligible for Relief.

9. Compensation Investors will not be able to claim under the Financial Services Compensation Scheme for any losses in value of non-readily realizable securities or in the event of business failure. However, there may be protections for your cash prior to investment.

10. Shareholder Approval Most early-stage businesses conduct statutory approvals through written resolutions of their shareholders. The company will circulate the nature of the resolution to its shareholders (and, in the case of the Nominee Service, to the Nominee). Generally, ordinary resolutions require a simple majority (over 50%) of the total voting rights, while special resolutions require at least 75% of the total rights of eligible members. If the Nominee holds a small number of shares, resolutions may be passed without the Nominee’s vote, and the Nominee may lack sufficient shares to demand a poll.