Important Notice

The detailed information and materials relating to Limerston Capital Partners Limited (together with its affiliates, “Limerston”) and the funds managed by Limerston (the “Funds”) contained in this data room or otherwise shared with you directly (together, the “Confidential Information”) are password protected and are only being made available to a limited number of qualified investors to whom such information is permitted to be provided under applicable laws and regulations.

By clicking on the “Agree” button below, you are acknowledging that you have read and understand, and are agreeing to be bound by, the terms and conditions in this agreement (these “Terms and Conditions”) set forth below. If you do not agree with any of these terms and conditions, please exit this data room and immediately notify Martim Avillez (martim.avillez@limerstoncap.com; t: +44 (0)20 3897 1863) that you wish to discontinue the use of your Login ID and password.

Access

You may only access the privileged area of the web site by using the password that we, Limerston, have provided. You agree to keep the password confidential, and not to provide it to any other person except your managers, members, partners, directors, officers, employees and professional advisors specifically involved in the evaluation of your investment (collectively, your “Representatives”) in the applicable Fund. You are responsible for any unauthorized use of the password, and for all activities that occur in connection with the use of your and your Representatives’ passwords, the data room and the information in the data room. Accordingly, you agree to take all reasonable steps to protect the confidentiality of your and your Representatives’ passwords and the Confidential Information in the data room and not to allow any other person to use any such password. You will immediately notify Limerston if you become aware of any disclosure, loss, theft or unauthorized use of any such password or any such information.

Confidentiality

The Confidential Information provided to you, whether before or after your acceptance of this agreement is provided on a confidential basis to a limited number of sophisticated investors for informational purposes only and does not constitute an offer to subscribe for or otherwise acquire any of the interests in any Fund. Any photocopying, electronic storage, disclosure or alteration of the contents of the data room or the Confidential Information, and any forwarding of a copy of all or any portion thereof to any person other than your Representatives, is prohibited. This includes all Confidential Information, including investment information and results, offering materials, financial statements, copies, analyses, compilations, data, forecasts, studies, private placement memorandum, limited partnership agreements, subscription agreements, management agreements and/or other documentation or information, including marketing material, provided in the data room, and all materials prepared by or for you or your Representatives containing any information or derived from any information provided hereunder. You will keep all this Confidential Information strictly confidential and will not disclose any such Confidential Information or the fact you have entered into this agreement and/or have received, or intend to receive, any information from Limerston, to any person other than your Representatives without the prior written consent of Limerston. To the extent you are an existing investor in a Fund, we also remind you of the confidentiality obligations you may have under your existing fund documents.

For the avoidance of doubt, Confidential Information shall not include any information which (a) was already in the public domain prior to the date of disclosure to you or your Representatives, or subsequently enters the public domain (other than by breach of this agreement) or (b) is obtained by you or a Representative by a third party which, after reasonable investigation, you are unaware of having been obtained by such third party in violation of any confidentiality obligation and which was lawfully in your (or your Representatives’) possession prior to the date of disclosure, as evidenced by written records.

Where disclosure of any Confidential Information is required by law or regulatory authority, the disclosure shall be limited to information that is strictly required by such law or regulatory authority and shall be made by you (to the extent legally permissible) only after consultation with Limerston and after taking into account and facilitating Limerston’s reasonable requirements as to timing, content and manner or manner of cooperating with such regulatory authority and any desire to seek a protective order.

Use of Information

Limerston, in its discretion, may make information available through the data room. Limerston grants you only a limited permission to use the data room and the information made available through it to evaluate your investment in the applicable Fund. As between you and Limerston, Limerston owns all rights, title and interest in the web site and the information available through it. Neither you nor any of your Representatives may use the information provided in the data room for any purpose other than in connection with the evaluation of your potential investment in the applicable Fund. If you are an investment adviser and are reviewing the Confidential Information on behalf of one or more clients, you agree that you will not disclose any of the Confidential Information to any such client without Limerston’s prior written consent.

Return or Destruction of Information

If negotiations relating to the Funds terminate, or upon request, you shall: (a) immediately return or destroy the Confidential Information in the form in which it was provided to you or your Representatives, without retaining any copies thereof; (b) use your best efforts to expunge from any computer, word processor or other containing device under your control any document, disk or file containing, reflecting or generated from any Confidential Information and you undertake, following such erasure, not to attempt to recover such material; and (c) promptly provide Limerston with written confirmation of such compliance with this obligation. The obligations in this paragraph shall not apply if and to the extent that you are required by law or regulation to retain such Confidential Information.

Non-Solicitation

You shall not, and shall procure that no Representatives shall, without Limerston’s prior written consent: (a) contact, directly or indirectly, any director, officer or employee of Limerston in connection with or relating to the Funds; and (b) within 18 months of the date of clicking Agree, directly or indirectly, solicit, engage, endeavour to entice away, employ or offer to employ (whether paid or unpaid) any person who is at any time during the negotiations relating to the Funds employed by Limerston, whether or not such person would commit a breach of his or her contract of service in leaving employment.

No Investment Recommendations

Nothing in the data room should be construed as a solicitation, offer, recommendation, representation of suitability or endorsement of any security or investment. Nothing in this data room should be construed nor relied upon as investment advice.

Past Performance Not Indicative of Future Results

Information about the Funds and investments made by such Funds, including past performance of such Funds and investments, is provided solely to illustrate Limerston’s investment experience and is not intended to be indicative of future results. Past performance is not a guarantee of future results, and there can be no assurance that any Fund will achieve comparable results as those presented or that investors in any Fund will not lose any of their invested capital. Moreover, with respect to unrealized investments, there can be no assurance that such investments will be realized or of the value at which they will be realized.

Historical Performance Data

Past performance data is provided for illustrative purposes only and should not be construed as a representation as to the performance of any Fund or portfolio company thereof following the date of such performance data, or of the future performance of any Fund. In particular, certain performance data available in the data room is not provided as of a current date (e.g. copies of quarterly letters). Therefore, in connection with your review of such materials, please also see the most current performance of the applicable fund (including returns gross and net of fees and expenses) and of each applicable portfolio company.

Future Performance Data

Limerston does not as a matter of course make public projections as to the future performance of its portfolio companies or its Funds and is especially wary of making projections for extended earnings periods due to the unpredictability of the underlying assumptions and estimates. However, Limerston does prepare internal models to assist it in evaluating fund performance. Limerston may include herein internal models as of certain dates indicated therein for portfolio companies of any Fund that have not yet been realized (collectively, the “Projections”). The inclusion of this information should not be regarded as an indication that Limerston considers it to be a reliable prediction of future results.

To the extent Projections are included herein, Projections are calculated based, in part, on actual and projected monthly cash flows of investments that have not been fully realized and are determined based on Limerston’s current business plan and current view of the expected performance of these investments. Expected performance of an investment is based on a variety of estimates and assumptions by Limerston of future returns including, among others, estimates of future operating results, the value of assets and market conditions at the time of disposition, related transaction costs and the timing and manner of disposition or other realization events. The returns and assumptions are inherently uncertain and are subject to numerous business, industry, market, regulatory, competitive and financial risks that are outside of Limerston’s control. Actual operating results, asset values, timing and manner of dispositions or other realization events and resolution of other factors taken into consideration may differ materially from the assumptions upon which estimates are based. In addition, since the Projections cover multiple years, such information by its nature becomes less reliable with each successive year. The Projections do not take into account any circumstances or events occurring after the date they were prepared. Accordingly, the actual realized return on these investments may be materially lower than provided projections.

Forward Looking Statements

In the documents contained in this data room, Limerston makes various forward-looking statements within the meaning of the U.S. Securities Act of 1933, as amended (the “1933 Act”). These statements are made to assist you in in understanding the current and potential future performance of portfolio companies held by investment funds managed by Limerston and its affiliates. Such statements include the words “anticipates”, “believes”, “expects”, “intends”, “plans”, “estimates”, “future” and words of similar substance. We base these forward-looking statements on our current expectations (or expectations at the time of publication of the applicable materials), which are informed by information developed independently by Limerston and information from portfolio companies and third parties. These forward-looking statements are subject to risks, uncertainties and assumptions that related to, among other things: anticipated growth strategies, product development, technological advances, legal and regulatory changes, anticipated industry trends and conditions, expected capital needs, the ability to compete in the future and general market risk. To the extent portfolio companies file periodic reports with the Securities and Exchange Commission, we also direct you to the “Risk Factors” disclosure contained in such reports for specific risks associated with investing in such companies, but Limerston assumes no responsibility for the accuracy, adequacy or timeliness of such disclosure. All Wall Street and/or company estimates included in documents in this data room are included for illustrative purposes only and have not been adapted, endorsed or independently verified by Limerston. This data room contains certain information which Limerston has obtained from portfolio companies directly. Limerston has not confirmed the accuracy of all such information, and is not undertaking any obligation to update or revise any such information. Actual results could and likely will differ, sometimes materially, from those projected or anticipated. Limerston is not undertaking any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not take any statements regarding past trends or activities as a representation that the trends or activities will continue in the future. Accordingly, you should not place undue reliance on these statements.

EEA and UK Investors

The Fund is an alternative investment fund (“AIF”), and Limerston is an alternative investment fund manager (“AIFM”) for the purposes of the Alternative Investment Fund Managers Directive (“AIFMD” which shall include all similar, implementing or supplementary measures, laws and regulations in each member state of the EEA (an “EEA Member State”) or the UK). Accordingly, access to this data room may only be granted to an investor in an EEA Member State or the UK: (1) (A) at such investor’s own initiative or (B) if the AIF has notified to, registered with or approved by the competent authority of the relevant EEA Member State or the UK pursuant to the AIFMD and (2) if such investor qualifies as a “Professional Investor”, as defined by Annex II of the Markets in Financial Instruments Directive (Directive 2014/65/EU) (“MiFID II”) or MiFID II as it forms part of UK law by virtue of the European Union Withdrawal Act 2018 (“UK MiFID II”). No key information document required by Regulation (EU) no 1286/2014 (the “PRIIPs Legislation”) or PRIIPS Legislation as it forms part of UK law by virtue of the European Union Withdrawal Act 2018(the “UK PRIIPs Legislation”) and/or product summary required pursuant to the Consumer Composite Investment (Designated Activities) Regulations 2024 (the “CCI Regulation”) for offering or selling interests in the Fund or otherwise making them available to retail investors in the EEA or the UK as applicable has been prepared. Offering or selling the interests in the Fund or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the PRIIPs Legislation, UK PRIIPs Legislation or CCI Regulation as applicable. If EEA and UK investors invest in the Fund on their own initiative, they will not receive the protections or benefits available under the AIFMD. The offering of interests in the Fund is not subject to the requirement to publish a prospectus under Regulation (EU) No 2017/1129 or the Public Offers and Admissions to Trading Regulations 2024 (“POAT Regulations”) on the basis that an exemption to the obligation to publish a prospectus applies.

UK Investors

In the UK, the information contained in the data room constitutes a financial promotion for the purpose of Section 21 of the Financial Services and Markets Act 2000 (“FSMA”). It is being issued by Limerston, which is authorised and regulated by the Financial Conduct Authority in the UK and distributed by it only to: (i) investment professionals falling within article 14(5) of the Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemption) Order 2001 (“CIS Order”), who have professional experience in matters relating to participating in unregulated schemes; (ii) persons falling within any of the categories (a) to (d) of article 22(2) of the CIS Order (broadly, companies or partnerships with net assets of £5 million sterling or more and trustees of trusts with assets of £10 million sterling or more, or any person acting in the capacity as director, officer or employee of such an entity where that person’s responsibilities when acting in that capacity involve him in the entity’s participation in unregulated collective business schemes); (iii) persons qualifying for an exemption from the restrictions on the promotion of non-mainstream pooled investments contained within section 4.12B of the FCA’s Conduct of Business Sourcebook (“COBS”) including persons who are professional clients, eligible counterparties; or (iv) any other person to whom it may otherwise lawfully be communicated (all such persons together being “exempt persons”). No person, other than exempt persons may act on this communication and any investment or investment activity to which this communication relates is available only to exempt persons and will be engaged in only with such persons. Persons of any other description in the UK may not receive and should not act or rely on this communication or any other promotional materials relating to the interests. UK Investors are referred to the notice to EEA and UK Investors above.

U.S. Securities Laws and Investment Company Act

By accessing the data room, you affirm that you are (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the 1933 Act and otherwise qualified to view offering materials related to the Fund under any other applicable securities laws and (ii) a "qualified purchaser" within the meaning of section 3(c)(7) of the U.S. Investment Company Act of 1940, as amended, and as such term is defined in section 2(a)(51) of such Act.

Disclaimer

The information set forth in the data room has been provided based upon a reasonable belief in its accuracy. The opinions expressed herein are the opinions of Limerston as of the date of the relevant document herein and are subject to change at any time without notice. Limerston does not make and expressly disclaims any representation or warranty as to the accuracy or completeness of the information supplied to Limerston and contained in the data room, and none may be implied. In particular, you should be aware that this information may be incomplete, may contain errors or may have become out-of-date. The reports listed in the data room speak only as of the respective dates on which they were issued by Limerston. The content of those reports can become out-of-date. Limerston makes no commitment and disclaims any duty to update such reports. Limerston reserves the right to add, modify or delete any information on this website at any time.

In addition, the information in the data room is summary in nature and qualified in its entirety by the Private Placement Memorandum, the Amended and Restated Limited Partnership Agreement of the applicable Fund, as from time to time in effect, the management agreement between the applicable Fund and Limerston, as from time to time in effect, and the subscription agreement relating to a subscription for limited partnership interests in the applicable Fund. These documents, once available, should be reviewed carefully by prospective investors. Limerston disclaims any duty to update the information contained in the data room. Prospective investors are urged to consult with their own tax and investment advisors regarding the suitability of an investment in the applicable Fund.

Acting as Principal

You confirm that you are acting as principal, and not as agent or broker for any other person.

Remedy

Damages may not be an adequate remedy for a breach of this agreement and/or breach of confidence and Limerston may be entitled to the remedies of injunction, specific performance and other equitable relief for a threatened or actual breach of this agreement and/or breach of confidence. Such remedy shall not be deemed to be the exclusive remedy for a breach of this agreement but shall be in addition to all other remedies available to Limerston and/or the Funds.

You shall be responsible for any intentional, reckless or negligent breach of this agreement by you or your Representatives and you will indemnify Limerston on an after-tax basis on demand from and against all claims, costs, expenses, losses or damages (including, but not limited to, legal costs) which may arise directly or indirectly from such breach.

No Waiver

The failure or delay in exercising a right or remedy provided by this agreement does not impair or constitute a waiver of the right or remedy, or an impairment of, or waiver of, any other rights or remedies. No single or partial exercise of a right or remedy provided by this agreement prevents further exercise of that right or remedy or the exercise of another right or remedy as may be available (whether contractual, equitable, proprietary or otherwise).

Survival

This agreement is the complete and exclusive statement of confidentiality between the parties and supersedes all prior written and oral communications relating to the subject matter hereof. No party may assign its rights or obligations hereunder without the prior written consent of the other parties. The provisions of this agreement shall survive completion of any negotiations in respect of the Funds.

Severability

Should one or more provisions of this agreement be invalid or unenforceable in part or in whole, the validity of the remaining provisions shall not be affected. The parties hereto agree to replace any such invalid or unenforceable provision with a valid and enforceable provision that, in economic terms, comes as close as possible to the purpose of the invalid or unenforceable provision.

Governing Law and Jurisdiction

These Terms and Conditions shall be governed by and construed in accordance with English law and the courts of England and Wales shall have exclusive jurisdiction to hear and decide any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with this agreement.

Rights of Third Parties

This agreement does not confer any rights on any person under the Contracts (Rights of Third Parties) Act 1999, or under comparable legal provisions in any other jurisdiction.