Terms and Conditions

THERE ARE TWO VERSIONS OF THE TERMS AND CONDITIONS, ONE FOR NON-US COMPANIES AND ONE FOR US COMPANIES

VERSION FOR NON-US COMPANIES:

THE GROWTH STAGE LIMITED PRIVATE COMPANY TERMS AND CONDITIONS

#4155-9510-9932 v2-FV

These terms and conditions (these "Terms") are entered into by and between the company ("PC") and The Growth Stage Limited (together with its Affiliates, "TGS") and govern the use by a company ("PC") (and its Affiliates) of the online platform at www.thegrowthstage.com (the "Platform") provided by TGS (the "Engagement"). In order to be granted access to the Platform, the PC must first complete and submit a registration form available from info@thegrowthstage.com ("Registration Form"), provided by TGS, the terms of which are incorporated herein. Each submitted Registration Form will represent an acceptance by the PC and any person that is granted a log-in authority to the Platform on behalf of that PC (an "End User") of these Terms. On registration by the PC, these Terms will have immediate effect.

1. DEFINITIONS

The following words and expressions where used in these Terms have the meanings given to them below:

"Affiliate" means a person (including a natural person or entity) that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, a person;

"Associate" means, in relation to an Investor, (a) any Affiliate of that investor; (b) any general partner, limited partner or other partner in, or trustee, nominee, custodian, operator or manager of, or investment adviser to, that investor or any of its Affiliates; (c) any Affiliate of any general partner, trustee, nominee, custodian, operator or manager of, or investment adviser to, that investor or any of its Affiliates; (d) any Fund which has the same general partner, trustee, nominee, operator, manager or investment adviser as that investor or any of its Affiliates; (e) any Fund which is advised, or the assets of which (or some material part thereof) are managed (whether solely or jointly with others), by that investor or any of its Affiliates; (f) any Fund in respect of which that investor or its general partner, investment adviser, manager, operator, nominee or any of its Affiliates is a general partner, manager or investment adviser; or (g) any Co-investment Scheme of that investor or its investment adviser, manager, operator, nominee or Affiliate;

"Co-investment Scheme" means any scheme under which certain directors, officers, employees, members or partners of an Investor or its investment adviser, general partner, manager, operator, nominee or any Affiliate are entitled or required (as individuals or through a Fund or any other vehicle) to acquire any Securities;

"Data Protection Legislation" means:

(a) EU Regulation 2016/679 (General Data Protection Regulation);

(b) the UK GDPR (as defined in the UK Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019/419); and

"FCA Rules" means the Financial Conduct Authority handbook of rules and guidance as amended from time to time;

"Fee" has the meaning given in section 4.1;

"Fund" means any fund, bank, company, unit trust, investment trust, investment company, limited, general or other partnership, industrial provident or friendly society, any collective investment scheme (as defined by the Financial Services and Markets Act 2000 ("FSMA")), investment professional (as defined in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion Order) 2005 (the "FPO")), high net worth company, unincorporated association or partnership (as defined in article 49(2) of the FPO) or high value trust (as defined in article 49(6) of the FPO), pension fund or insurance company or any person who is an authorised person under the FSMA; or an "investment company" as that term is defined in Section 3 of the US Investment Company Act of 1940, as amended ("1940 Act") or a company that would be an "investment company" but for the exclusions in Section 3(c) of the 1940 Act;

"Investor" means an investor listed on the Platform and/or any of its Associates;

"Intellectual Property" means patents, trademarks, trade names, service marks, domain names, design rights, copyright, know-how and other intellectual property rights, in each case whether registered or unregistered and including applications for the grant of any such rights and all rights or forms of protection having equivalent or similar effect anywhere in the world;

"Investment" means a subscription for, or an acquisition of, Securities by the Investor or any of its Associates (or any follow up subscription or acquisition);

"Listing" means (i) the admission of the whole of any class of the issued share capital of the PC (or any Affiliate of the PC) to the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's market for listed securities or to trading on the Alternative Investment Market of the London Stock Exchange or to NASDAQ, NYSE, or another exchange [or alternative trading system] that is a member of the US Financial Industry Regulatory Authority ("FINRA") or an equivalent self-regulatory organization and registered with the Securities and Exchange Commission ("SEC") or on any other stock exchange or multi-lateral trading facility in the UK, the European Economic Area or elsewhere (and "Listed" shall be construed accordingly); or (ii) the acquisition of the PC (or one of its Affiliates) by a Listed entity;

"Personal Information" means information provided by a PC, one of its Affiliates or an End User from which such person can be identified;

"Securities" means any share, note, stock, treasury stock, security future, security-based swap, bond, debenture, certificate of interest or participation in any profit-sharing agreement, transferable share, investment contract, voting-trust certificate, any put, call, straddle, option, or privilege on any security, or in general, any instrument commonly known as a "security" (whether debt or equity), as issued by the PC (or any Affiliate of the PC); or any certificate of interest or participation in, temporary or interim certificate for, receipt for, or warrant or right to subscribe to or purchase, any of the foregoing, or any other instrument issued by the PC (or any Affiliate of the PC) that is included in the definition of a security in Section 3(a)(10) of the Securities Exchange Act of 1934, as amended ("Exchange Act");

"US Person" has the meaning given to it in Regulation S ("Regulation S") under the US Securities Act of 1933, as amended ("Securities Act") .

1.1 Unless the context otherwise requires, references in these Terms to:

1.1.1. the singular will include the plural and vice versa;

1.1.2. a "person" will be construed as a reference to any individual, firm, company (including a limited liability company), corporation, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) of two or more of the foregoing;

1.1.3. a "company" will include a reference to any body corporate, wherever incorporated;

1.1.4. a "party" will mean a party to these Terms;

1.1.5. "including" will be construed as meaning "including without limitation";

1.1.6. any statute or statutory provision will, 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) in force as at the date of these Terms and as subsequently amended, substituted, re-enacted or consolidated;

1.1.7. a "business day" means any day other than a Saturday, Sunday or English bank or public holiday and "during a business day" means any time between 9.30 a.m. and 5.30 p.m. on a business day; and

1.1.8. any time or date will be construed as a reference to the time or date prevailing in England.

2. ACCESS TO THE PLATFORM

Subject to the other provisions of these Terms, compliance by the PC and each End User with these Terms and in consideration for the PC undertaking to pay a Fee to TGS in respect of every Investment, TGS undertakes that it will grant the PC private use of the Platform, including the listing of the PC on the Platform and the maintenance of information in relation to the PC on the Platform.

3. USE OF THE PLATFORM

3.1. The PC undertakes that it will not and will procure that each of its Affiliates and its and their respective directors, employees, consultants and agents will not, directly or indirectly, make or cause another person to make on its behalf any initial approach to, or initial communication with, an Investor in relation to any potential Investment other than following an approach from that Investor.

3.2. On behalf of itself and each of its Affiliates, the PC undertakes to procure that each End User:

3.2.1. will not attempt to circumvent any of the security features of the Platform;

3.2.2. will only access the Platform using his/her registered account and log-in details;

3.2.3. will not enable or allow other unauthorised or unregistered persons to access the Platform using his/her log-in details; and

3.2.4. will be made aware of and comply with these Terms and the TGS privacy policy, accessible online at www.thegrowthstage.com

3.3. The PC will procure that the TGS pitch deck disclaimer (in the form provided by TGS) is included (in addition to its own disclaimer wording, in respect of which the PC is encouraged to seek independent legal advice) in all of its pitch decks and investor presentations provided to or made available to an Investor whilst the PC is listed on the Platform.

4. TRANSACTION FEES

4.1. In consideration for and subject to TGS having listed the PC (or one of its Affiliates) and hosted the PC's (or the relevant Affiliate's) information on the Platform, the PC agrees to pay (or will procure that its relevant Affiliate will pay) to TGS a fee of 1% (or such higher amount as agreed between the PC and TGS) of the aggregate gross proceeds (being cash or the cash equivalent value thereof) of every Investment completed whilst the PC (or any of its Affiliates) is listed on the Platform and during the period ending three years following the date on which the PC and its Affiliates are removed from the Platform (each, a "Fee"). The PC agrees to notify TGS in the event of any Investment that is completed during the period contemplated by this paragraph.

4.2. No Fee will be payable by the PC to TGS in relation to any Investment made following a Listing. For the avoidance of doubt, a Fee will be payable in relation to any Investments made as part of (or conditional upon) a Listing, including in relation to any Investment that is made following a Listing if a contractual commitment (whether conditional or otherwise) to make such Investment was entered into on or prior to a Listing.

4.3. The PC will pay every Fee to TGS as soon as reasonably practicable, and in any event within 5 business days, following completion of the Investment in relation to which the Fee is payable. Any amount not paid within this period will bear interest at the rate of 4% above the base rate from time to time of Barclays Bank plc.

4.4. If, at any time, the PC requests any services or support from TGS other than the maintenance of its listing on the Platform, the parties will discuss an additional transaction or other fee and supplementary terms and conditions.

4.5 Each Fee and any other fees payable under or pursuant to these Terms exclude applicable value added or sales tax which will also be charged to and paid by the PC in addition to the applicable fee.

5. ACCESS AND INFORMATION

5.1. The PC will allow TGS to have such access to its directors, staff, agents and advisers, as well as to other data, information and records (including accounts and company books), as TGS may reasonably require.

5.2. The PC agrees to notify TGS as soon as reasonably practicable of any material developments, discussions or proposals (save as prohibited by law) in relation to:

5.2.1. any approach from or communication with an Investor in respect of a potential Investment (whether the discussions are made via the Platform or otherwise);

5.2.2. its shareholding or persons with significant control (and, if required, provide relevant "Anti-Money Laundering ("AML")" and "Know Your Customer ("KYC")" documentation to TGS on request); and/or

5.2.3. the business or the operations of the PC and its Affiliates where these may have a material impact on any Investment or Fee.

5.3. In hosting the PC on the Platform, TGS will be using and relying on information provided to it by the PC. The PC represents and warrants that all information provided by it or on its behalf to TGS and/or issued by or on behalf of the PC on the Platform or in connection with an Investment ("Information") is and will be accurate and complete in all material respects and not misleading and will promptly notify TGS if such information is or may be inaccurate, incomplete or misleading. TGS may assume and rely upon the accuracy and completeness of and does not assume any responsibility for independent verification of, the Information. TGS will not verify any information provided by the PC or Affiliate.

5.4. The PC agrees and undertakes that every statement of opinion, intention or expectation of the PC or of its directors or employees contained in any document produced by it in respect of any Investment will be honestly held after due and careful enquiry.

6. INTELLECTUAL PROPERTY

6.1. Until such time as the PC has been removed from the Platform pursuant to section 13 (Removal from Platform), the PC grants TGS a non-exclusive, non- sub-licensable, worldwide, royalty-free licence to use the PC's trademark (including any applicable logo and brand name), for the purposes of listing the PC on the Platform and including the PC in the marketing materials and newsletters produced by TGS.

6.2. The copyright and all other Intellectual Property rights of whatever nature in the Platform will be the absolute property of and remain vested in TGS at all times. Unless agreed, the PC will not receive any right, title or interest in respect of TGS's Intellectual Property.

6.3. Each party undertakes that it will not alter or modify the other party's Intellectual Property (or instruct any third party to do so).

7. REPRESENTATIONS AND WARRANTIES

7.1. The PC represents and warrants (on a continuing basis), on behalf of itself and any other of its Affiliates which is seeking an Investment, that:

7.1.1. it has been duly incorporated and has all requisite corporate power and authority to join the Platform and to assess and carry out Investments pursuant to it;

7.1.2. it has full rights to provide all of the information;

7.1.3. any information uploaded to the Platform is not and will not be non-confidential public information and is and will not be "material non-public information" as defined and interpreted under guidance from the SEC and the US federal courts under the Exchange Act;

7.1.4. any forward looking projections shall be accompanied by all disclosures required under applicable law and regulation related to those disclosures;

7.1.5. the PC has no duty or other obligation prohibiting it from sharing any information;

7.1.6. any annual accounts uploaded by it to the Platform show a true and fair view of (i) its assets and liabilities (whether present or future, actual or contingent) and of its state of affairs and the financial position as the end of the financial year to which they relate and (ii) profits/losses for the financial year to which they relate;

7.1.7. any management accounts uploaded by it to the Platform have been prepared with due care and attention and on bases consistent with those adopted in the preparation of its previous management accounts;

7.1.8. all information provided to TGS by it and its directors and senior managers (including the answers to the key person questionnaires provided by TGS) remain true, complete and not misleading;

7.1.9. it and its directors and employees (past and present) have complied and continue to comply in all respects with all applicable laws and regulations of the jurisdictions in which its business is carried on;

7.1.10. its Securities have not been and will not be registered under the Securities Act and will not be offered or sold within the United States or to, or for the account or benefit of, any US Person except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act (including an exemption provided under Regulation D under the Securities Act); and any Securities offered and sold to non-US Persons under Regulation S will not involve any "directed selling efforts" (as defined in Regulation S) to US Persons; and all Securities will be subject to the restrictions on their resale contained in Rule 144 and/or Rule 144A under the Securities Act or will otherwise be made in compliance with the restrictions on resale for Securities offered and sold under Regulation D or Regulation S;

7.1.11. neither it nor any person acting on its behalf has made, directly or indirectly, offers or sales of any Securities, or has solicited offers to buy, or otherwise has negotiated in respect of, any Securities, under circumstances that would require the registration of such Securities under the Securities Act;

7.1.12. the PC reasonably believes, or, if relying on Rule 506(c) under Regulation D has taken reasonable steps to verify, that all investors are "accredited investors" as defined in Rule 501(a) of Regulation D, except as may be otherwise permissible under Regulation D; and neither it nor any of its predecessors, any director, executive officer, any beneficial owner (as that term is defined in Rule 13d-3 under the US Securities Exchange Act of 1934, as amended) of 20% or more of its voting equity securities, calculated on the basis of voting power, nor any promoter connected with it in any capacity at the time of any offer or sale of Securities is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a "Disqualification Event") except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act.

7.2. TGS represents and warrants (on a continuing basis) that:

7.2.1. it has been duly incorporated and has all requisite corporate power and authority to enter into this Agreement and engage in the activities contemplated under this Agreement; and

7.2.2. it and its directors and employees have complied and continue to comply in all respects with all applicable laws and regulations of the jurisdictions in which its business is carried on.

8. ACKNOWLEDGMENTS

8.1. The PC acknowledges and agrees that during the Engagement, TGS:

8.1.1. will not provide any financial, valuation or other advice to the PC or any of its Affiliates;

8.1.2. will not provide any research or commercial assessments to the PC or any of its Affiliates or any other person; and

8.1.3. will not act as agent on behalf of the PC or any of its Affiliates.

8.2. TGS will not act for the PC or any of its Affiliates in connection with any Investment. Accordingly, TGS will not regard the PC or any of its Affiliates as a client for the purposes of the FCA Rules in relation to any Investment and will not be responsible for providing the protections afforded to clients of TGS, and TGS will have no requirement to assess the suitability of any Investment or potential Investment for the PC or any Investors. TGS will not provide or bear any responsibility for providing advice to the PC, including in relation to any information made available on the Platform in relation to the PC or any of its Affiliates or any Investment, transaction or arrangement made between the PC or any of its Affiliates and any Investor.

8.3. The PC further acknowledges that:

8.3.1. there is no guarantee that the PC or any of its Affiliates will successfully realise any Investment or any particular amount of Investment on the Platform;

8.3.2. TGS accepts no responsibility for the advice provided to the PC or any of its Affiliates by any professional adviser featured on the Platform (or otherwise); and

8.3.3. in providing access to the Platform, TGS is not assuming any responsibility for the PC's or any of its Affiliates' underlying business decision to carry out (or not carry out) any part of an Investment.

8.4. The PC agrees to co-operate and procure that its Affiliates co-operate fully with TGS in relation to any AML, KYC and due diligence checks it elects to carry out on the PC, its Affiliates and any of its or their directors, shareholders, employees, consultants, agents and representatives (including financial, OFAC, anti-money laundering and other security background checks).

8.5. Before the PC can be listed with a "green light" (or analogous status) on the Platform, the PC is required to commission and undergo, at its own expense, an enhanced due diligence check carried out by a reputable third-party organisation to the reasonable satisfaction of TGS. The results of such search will be the absolute property of and remain vested in TGS at all times. For the avoidance of doubt, this due diligence check will not constitute any advice by TGS regarding the PC, any Investments or any other matter.

8.6. The PC understands and agrees that it is solely responsible for the contents of the promotional material, pitch decks and other information that it or any of its Affiliates provides to be hosted on the Platform and will comply with the requirements of section 3.3. The PC will be responsible for obtaining independent advice in respect of those materials.

8.7. The PC will be responsible for taking its own professional advice in relation to each Investment.

9. INDEMNITY

9.1. The PC agrees to indemnify and hold harmless TGS, its Affiliates and its and their respective directors, officers, employees and agents (each an "Indemnified Party"), from and against any and all claims, losses, damages, liabilities or expenses which the Indemnified Party may suffer or incur, or which may be made or threatened against the Indemnified Party, or in each case, actions in respect thereof, related to or arising out of or in connection with each Investment, any proposed Investment and all information relating to the PC or any of its Affiliates made available by or on behalf of the PC or its Affiliates to TGS for publication via the Platform or otherwise, including any breach by the PC of its obligations, duties or warranties under these Terms.

9.2. The PC will not, however, be responsible for any claims, losses, damages, liabilities or expenses finally judicially determined (or if an appeal has not been lodged within 6 months of a determination, such determination) by a court of competent jurisdiction to have resulted from (and then only to the extent of) such Indemnified Party's fraud, gross negligence, fraudulent misrepresentation or other cause which prevents the Indemnified Party from recovering it by law.

10. GROSS-UP

If any taxation authority in any jurisdiction brings into any charge to taxation any sum payable under section 9 (Indemnity), the amount so payable will be increased by such amount as will ensure that the Indemnified Party will retain, after deduction of the taxation so chargeable, the amount it would have retained had no such tax been payable. All sums payable to an Indemnified Party under these Terms will be paid free of any deduction or withholding tax. If the PC is required by law to make any deduction or withhold any tax, it will pay such additional amount as is necessary to ensure that the net amount received by the Indemnified Party remains unaffected by such deduction or withholding. It is however understood between the parties that, if such grossing up tax or withholding tax is credited to the Indemnified Party as a tax payment on account, then to the extent of such treatment, the PC is permitted to deduct such recovery of tax from the amount payable to the Indemnified Party.

11. DISCLAIMER; LIMITATION OF LIABILITY

11.1. THE PLATFORM AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE PLATFORM ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. TGS DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE PLATFORM AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE PLATFORM, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. TGS DOES NOT WARRANT THAT THE PLATFORM OR ANY PORTION OF THE PLATFORM, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE PLATFORM, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND TGS DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. TGS DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT TGS IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

11.2. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ANY INDEMNIFIED PARTY BE LIABLE TO THE PC FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO PLATFORM, OR THE PC'S INABILITY TO ACCESS OR USE THE PLATFORM, OR ANY MATERIALS OR CONTENT ON THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE INDEMNIFIED PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

11.3 THE PC AGREES THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NO INDEMNIFIED PARTY WILL HAVE ANY LIABILITY (WHETHER DIRECT OR INDIRECT) TO THE PC OR ANY OF ITS AFFILIATES OR ANY OF ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FOR OR IN CONNECTION WITH THE PLATFORM, ANY INVESTMENT OR ANY TRANSACTION OR CONDUCT IN CONNECTION THEREWITH IN EXCESS OF THE FEES PAID BY THE PC TO TGS IN CONNECTION WITH ITS USE OF THE PLATFORM IN THE 12 MONTH PERIOD PRECEDING THE DATE OF THE CLAIM EXCEPT, AS BETWEEN TGS AND/OR AN AFFILIATE OF TGS AND THE PC OR ANY OF ITS AFFILIATES, IF AND TO THE EXTENT THAT ANY CLAIMS, LOSSES, DAMAGES, LIABILITIES OR EXPENSES INCURRED BY THE PC OR ANY OF ITS AFFILIATES IN CONNECTION WITH THE PLATFORM ARE FINALLY JUDICIALLY DETERMINED (OR IF AN APPEAL HAS NOT BEEN LODGED WITHIN 6 MONTHS OF A DETERMINATION, SUCH DETERMINATION) TO HAVE RESULTED FROM THAT INDEMNIFIED PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION.

11.4. TGS and its Affiliates will not have any responsibility for any service or advice which is or would normally be provided to the PC by any third-party adviser (such as, for example, legal, accountancy, regulatory, valuation, tax or public relations) (each a "Third Party Adviser").

11.5. If the PC or any of its Affiliates enters into any agreement or arrangement with any Third Party Adviser for the purpose of or in connection with any Investment, the terms of which provide that the liability of the Third Party Adviser to the PC or its Affiliate is excluded or limited in any manner, the PC acknowledges and agrees that it will not, and its Affiliates will not, be entitled to, and will not seek to, recover any such amount from TGS or any other Indemnified Party in respect of such agreement or arrangement.

11.6. In any event, TGS's liability under these Terms is limited to the total amount of Fees received by it from the PC.

11.7. Notwithstanding any other provision of this Agreement, no provision of this Agreement shall constitute a waiver by an Investor of any of its legal rights under the applicable U.S. federal securities laws or any other laws whose applicability is not permitted to be contractually waived.

11.8. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 11 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12. ANNOUNCEMENTS AND PUBLICITY

The PC will not make any press release or other announcement in respect of TGS or any Investment made pursuant to the Platform without having consulted with and agreed the content of such release or announcement in writing with TGS in good faith.

13. REMOVAL FROM PLATFORM

13.1. Within 10 business days of a written request from the PC, TGS will remove the PC's listing from the Platform.

13.2. TGS reserves the right to remove the PC's listing from the Platform at any time.

13.3. Save where expressly provided, all accrued rights and liabilities (including TGS's right to any Fee) will survive the PC's removal from the Platform or termination of these Terms in accordance with these Terms.

14. DATA PROTECTION

In handling any Personal Information of the PC, its Affiliates or any End Users, TGS will comply with the Data Protection Legislation and TGS's privacy policy (which is accessible online at www.thegrowthstage.com, including following the removal of the PC's listing from the Platform.

15. ANTI-BRIBERY AND CORRUPTION

The PC confirms and agrees that, in so far as may be relevant to any Investment made pursuant to the Platform, it will not, and will procure that its Affiliates and any other person who acts for or on its behalf will not, offer, give or agree to give, or request, accept or agree to accept from any person, whether for itself or on behalf of another, any gift, payment, consideration or benefit of any kind which constitutes an illegal or corrupt practice under the laws of any applicable jurisdiction, including under the Foreign Corrupt Practices Act of 1977 and the UK Bribery Act 2010. The funds relating to any Investment will not be derived from any acts of bribery, corruption, money laundering, or from any other violation of applicable laws.

16. UPDATES AND INCORPORATION OF OTHER TERMS AND POLICIES

16.1. TGS reserves the right to update these Terms on the TGS website on a going-forward basis from time to time. Immaterial changes will take effect immediately upon publication and any material changes will take effect 30 days after their publication. TGS will use commercially reasonable efforts to notify all PCs on the Platform of such changes within a reasonable timeframe. TGS reserves the right to require that the PC accepts the modified Terms in order to continue to use the Platform. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

16.2. By agreeing to these Terms, the PC agrees, for itself and on behalf of each of its Affiliates, that it has also read, understood and agreed to the TGS privacy policy, accessible online at www.thegrowthstage.com

17. COMPLIANCE WITH LAWS

17.1. The PC agrees that TGS will not be restricted from taking any and all steps which it reasonably considers to be necessary to comply with all laws, rules and regulations applicable to TGS, including the disclosure of information and/or delivery of documents relating to the PC and/or any Investment (including any confidential information) to any regulator or judicial authority.

17.2. The PC will, and will procure that its Affiliates will, comply with all applicable laws, rules and regulations in relation to each Investment.

18. GENERAL

18.1. Assignment

18.1.1. The PC will not, without the prior consent of TGS (such consent not to be unreasonably withheld or delayed), assign any of its rights, or sub-contract, delegate or transfer any of its obligations under these Terms or the Platform.

18.1.2. TGS is entitled to sub-contract or otherwise delegate or transfer its rights and obligations under these Terms to any of its Affiliates who have the requisite regulatory authority. Upon any such transfer, references to TGS in this these Terms, except where the context otherwise requires, will be deemed to be references to the other person to which TGS has transferred its rights and obligations.

18.2. Third party rights

Save where expressly provided, no provisions of these Terms which confer rights upon any third party will be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by such third party.

18.3. Successors and assigns

Any liability which a party may have will be binding upon any successors and assigns of that party and will inure to the benefit of any successors, assigns, heirs and personal representatives of the other party. Nothing in these Terms will affect or prejudice any other rights which TGS or any of its Affiliates may have against the PC under any law or regulation.

18.4. Notices

18.4.1. Any notice, consent, request, demand or approval or other communication given or made under or in connection with these Terms (each a "Notice" for the purposes of this section) must be in English, in writing and signed by or on behalf of the person giving it.

18.4.2. Service of a Notice must be effected by one or more of the following methods:

18.4.2.1. by hand to the relevant address as provided for in this section and will be deemed served upon delivery if delivered during a business day, or at the start of the next business day if delivered at any other time;

18.4.2.2. by prepaid first-class post to the relevant address as provided for in this section and will be deemed served at the start of the second business day following the day on which it was posted; and/or

18.4.2.3. by email to the relevant email address as provided for in this section and will be deemed served on despatch (provided that that no "bounce back" or "out of office" message is received by the sender), if despatched during a business day, or at 9.30 a.m. on the next business day if despatched at any other time, provided that in each case a copy of the Notice is also despatched to the recipient using a method described in sections 18.4.2.1 and 18.4.2.2 (inclusive) no later than the end of the next business day.

18.4.3. For the purposes of this section, the relevant address and email address for each party will be:

if to TGS:

Address: 4th Floor, 18 St. Cross Street, London EC1N 8UN, UK

Email: info@thegrowthstage.com

For the attention of: The Directors

if to the PC:

Address: at its registered office

Email: the email address for service as the PC will notify to TGS in writing in accordance with this section.

18.4.4. A party may change its address for service provided that the new address is within the same country and that it gives the other party not less than twenty-eight (28) days' prior Notice in accordance with this section. Until the end of such notice period, service on either address will be effective.

18.5. Service Agent

18.5.1. In the event that the PC is not incorporated in England and Wales or its registered office is not in England and Wales, the PC will appoint and thereafter maintain (for so long as any claim may be brought under or in connection with these Terms) the appointment of an agent (which may be an Affiliate of the PC) within England and Wales for service of proceedings in relation to any matter arising under or in connection with, these Terms (the "Process Agent") and service on the Process Agent in accordance with this this section 18.5 will be deemed to be effective service on the PC.

18.5.2. The PC will notify TGS in writing of any change in the address of the Process Agent within five business days of such change.

18.5.3. The PC hereby irrevocably grants to TGS authority that if, notwithstanding the obligation of the PC in section 18.5.1 above, TGS discovers either that:

18.5.3.1. the PC has failed to appoint a Process Agent in accordance with section 18.5.1 above; or

18.5.3.2. having appointed a Process Agent in accordance with that section such appointment is then terminated or expires for any reason and the PC has not notified TGS of a replacement Process Agent.

TGS may appoint a substitute Process Agent with an address in England and Wales on behalf of and at the cost of the PC, and service on such Process Agent in accordance with this section 18.5 will be deemed to be effective service on the PC. TGS will, promptly following the appointment, notify to the PC the name and address of such substitute Process Agent.

18.5.4. Failure by any Process Agent appointed under this section to notify the PC of the process will not invalidate the proceedings concerned.

18.5.5. Nothing in these Terms will affect the right of service of process in any other manner permitted by law.

18.6. Governing law and jurisdiction

These Terms and the rights and obligations of the parties arising out of them will be governed by, and construed in accordance with, the laws of England and Wales and the parties irrevocably agree to submit to the exclusive jurisdiction of the courts of England and Wales.

18.7. No partnership or agency

These Terms will not create, nor will it be construed as creating, any partnership or agency relationship between the parties.

18.8. Entire agreement

These Terms (together with the forms and policies incorporated herein) contain the entire agreement and understanding of the parties and supersede all prior agreements, understandings or arrangement (both oral and written) relating to the subject matter of these Terms.

18.9. Further assurance

18.9.1. The parties will and will use all reasonable endeavours to procure that any necessary third party will, execute such further documents, take such actions and do such things, as may be requested by the other party to give full effect to these Terms.

18.9.2. In complying with its obligations under these Terms, each party will, and will procure that any necessary third party will, act promptly and carry out all requisite acts accurately.

18.10. Costs

The parties will bear their own costs and expenses (including any professional, legal and accountancy expenses) in relation to the preparation, negotiation and execution of any Investment and/or any associated documentation.

18.11. Severability

18.11.1. If any provision of these Terms is held by a court or other competent authority to be invalid or unenforceable, in whole or in part, these Terms will continue to be valid as to their other provisions and the remainder of the affected provision.

18.11.2. The parties agree that if there is any relevant determination by a court or other competent authority in respect of any material provision of these Terms, the parties will agree, in good faith, amendments to these Terms to the extent necessary to secure the parties' rights and benefits to be as similar as possible to those provided for in these Terms. If the parties are unable to agree such amendments within 60 days of the relevant determination, any party whose rights under these Terms have been materially diminished or whose obligations under these Terms have been materially increased may terminate these Terms on not less than 30 days' notice (provided that all accrued rights and liabilities will survive).

18.12. No waiver

No failure or delay by any party in exercising its rights under these Terms will be deemed to be a waiver of that right, and no waiver by any party of a breach of any provision of these Terms will be deemed to be a waiver of any subsequent breach of the same or any provision.

18.13. Force majeure

TGS will not be in breach of these Terms if there is, and will not be liable or have responsibility of any kind for any loss or damage incurred by the PC as a result of, any total or partial failure, interruption or delay in performance of its 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, epidemic, pandemic, failure of any internet or computer system, interruptions of power supplies, labour disputes of whatever nature or any other reason beyond its reasonable control.

19. REGULATORY DISCLOSURES

19.1. The Growth Stage Limited ("TGS UK") is authorised and regulated by the UK Financial Conduct Authority, with reference number 800376.

19.2. To the extent that the services provided by TGS under these Terms are regulated, the PC will be categorised as a "professional client" as such term is defined in the FCA Rules.

19.3. Under the FCA Rules, the PC has the right to elect to be treated as a retail client which may give greater protection under the UK regulatory system. If the PC elects to be treated as a retail client, it will no longer be permitted access to the Platform since TGS UK does not have permission to act for retail clients.

19.4. TGS UK operates a complaints procedure which is available upon request from the Compliance Officer, The Growth Stage Limited, 4th Floor, 18 St. Cross Street, London EC1N 8UN, UK. Complaints should be made in writing and be addressed to the Compliance Officer.

19.5. TGS UK operates a conflict-of-interest policy which is designed to ensure conflicts are handled fairly in the best interest of clients. A copy of the conflicts policy is available after logging in on the TGS website at www.thegrowthstage.com

19.6. As a professional client of TGS UK, the PC will generally not have access to the Financial Ombudsman Service in the event that it is not satisfied with any response to a complaint.

19.7. TGS UK would not expect any PC to have access to the Financial Services Compensation Scheme in the event that TGS UK is unable to satisfy any amount owed to a PC relating to a regulated service.

_____________________________________

VERSION FOR US COMPANIES

THE GROWTH STAGE, INC. PRIVATE COMPANY TERMS AND CONDITIONS

#4164-5055-1340 V2-FV

These terms and conditions (these "Terms") are entered into by and between the private company accepting these terms ("PC") and The Growth Stage, Inc. (together with its Affiliates, "TGS") and govern the use by a PC of the online platform at www.thegrowthstage.com (the "Platform") provided by TGS (the "Engagement"). In order to be granted access to the Platform, the PC must first complete and submit a registration form available from info@thegrowthstage.com ("Registration Form"), provided by TGS, the terms of which are incorporated herein. Each submitted Registration Form will represent an acceptance by the PC and any person that is granted a log-in authority to the Platform on behalf of that PC (an "End User") of these Terms. On registration by the PC, these Terms will have immediate effect.

1. DEFINITIONS

The following words and expressions where used in these Terms have the meanings given to them below:

"Affiliate" means any person (including a natural person or entity) that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, a person;

"Data Protection Legislation"

(a) EU Regulation 2016/679 (General Data Protection Regulation)

(b) the UK GDPR (as defined in the UK Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019/419); and

"FCA Rules" means the Financial Conduct Authority handbook of rules and guidance as amended from time to time;

"Fee" has the meaning given in section 4.1;

"Fund" means any fund, bank, company, unit trust, investment trust, investment company, limited, general or other partnership, industrial provident or friendly society, any collective investment scheme (as defined by the Financial Services and Markets Act 2000 ("FSMA"), investment professional (as defined in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion Order) 2005 (the "FPO"), high net worth company, unincorporated association or partnership (as defined in article 49(2) of the FPO) or high value trust (as defined in article 49(6) of the FPO), pension fund or insurance company or any person who is an authorised person under the FSMA; or an "investment company" as that term is defined in Section 3 of the US Investment Company Act of 1940, as amended ("1940 Act") or a company that would be an "investment company" but for the exclusions in Section 3(c) of the 1940 Act;

"Investor" means an investor listed on the Platform and/or any of its Associates;

"Investment" means a subscription for, or an acquisition of, Securities by the Investor or any of its Associates (or any follow up subscription or acquisition);

"Listing" means (i) the admission of the whole of any class of the issued share capital of the PC (or any Affiliate of the PC) to the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange's market for listed securities or to trading on the Alternative Investment Market of the London Stock Exchange or to NASDAQ, NYSE, or another exchange or alternative trading system that is a member of the US Financial Industry Regulatory Authority ("FINRA") or an equivalent self-regulatory organization and registered with the Securities and Exchange Commission ("SEC") or on any other stock exchange or multi-lateral trading facility in the UK, the European Economic Area or elsewhere (and "Listed" shall be construed accordingly); or (ii) the acquisition of the PC (or one of its Affiliates) by a Listed entity;

"Personal Information" means information provided by a PC, one of its Affiliates or an End User from which such person can be identified;

"Securities" means any share, note, stock, treasury stock, security future, security-based swap, bond, debenture, certificate of interest or participation in any profit-sharing agreement, transferable share, investment contract, voting-trust certificate, any put, call, straddle, option, or privilege on any security or in general, any instrument commonly known as a "security" (whether debt or equity) as issued by the PC (or any Affiliate of the PC); or any certificate of interest or participation in, temporary or interim certificate for, receipt for, or warrant or right to subscribe to or purchase, any of the foregoing, or any other instrument issued by the PC (or any Affiliate of the PC) that is included in the definition of a security in Section 3(a)(10) of the Securities Exchange Act of 1934, as amended ("Exchange Act");

"US Person" has the meaning given to it in Regulation S ("Regulation S") under the US Securities Act of 1933, as amended ("Securities Act").

1.1. Unless the context otherwise requires, references in these Terms to:

1.1.1. the singular will include the plural and vice versa;

1.1.2. a "person" will be construed as a reference to any individual, firm, company (including a limited liability company), corporation, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) of two or more of the foregoing;

1.1.3. a "company" will include a reference to any body corporate, wherever incorporated;

1.1.4. a "party" will mean a party to these Terms;

1.1.5. "including" will be construed as meaning "including without limitation";

1.1.7. a "business day" means any day other than a Saturday, Sunday or day on which banks located in New York, NY are authorized to be closed and "during a business day" means any time between 9.30 a.m. and 5.30 p.m. on a business day in New York; and

1.1.8. any time or date will be construed as a reference to the time or date prevailing in England.

2. ACCESS TO THE PLATFORM

3. USE OF THE PLATFORM

3.1. The PC undertakes that it will not, and will procure that each of its Affiliates and its and their respective directors, employees, consultants and agents will not, directly or indirectly, make or cause another person to make on its behalf any initial approach to, or initial communication with, an Investor in relation to any potential Investment other than following an approach from that Investor.

3.2. On behalf of itself and each of its Affiliates, the PC undertakes to procure that each End User:

3.2.1. will not attempt to circumvent any of the security features of the Platform;

3.2.2. will only access the Platform using his/her registered account and log-in details;

3.2.3. will not enable or allow other unauthorised or unregistered persons to access the Platform using his/her log-in details; and

3.2.4 will be made aware of and comply with these Terms and the TGS privacy policy, accessible online at www.thegrowthstage.com

4. TRANSACTION FEES

4.1. In consideration for and subject to TGS having listed the PC (or one of its Affiliates) and hosted the PC's (or the relevant Affiliate's) information on the Platform, the PC agrees to pay (or will procure that its relevant Affiliate will pay) to TGS a fee of 1% (or a higher amount as agreed between the PC and TGS, but at least 1%) of the aggregate gross proceeds (being cash or the cash equivalent value thereof) of every Investment completed whilst the PC (or any of its Affiliates) is listed on the Platform and during the period ending three years following the date on which the PC and its Affiliates are removed from the Platform (each, a "Fee"). The PC agrees to notify TGS in the event of any Investment that is completed during the period contemplated in this paragraph.

4.2. No Fee will be payable by the PC to TGS in relation to any Investment made following a Listing. For the avoidance of doubt, a Fee will be payable in connection with any Investments made as part of (or conditional upon) a Listing, including in relation to any Investment that is made following a Listing if a contractual commitment (whether conditional or otherwise) to make the Investment was entered into on or prior to a Listing.

4.5. Each Fee and any other fees payable under or pursuant to these Terms exclude applicable value added or sales tax which will also be charged to and paid by the PC in addition to the applicable fee.

5. ACCESS AND INFORMATION

5.2. The PC agrees to notify TGS as soon as reasonably practicable of any material developments, discussions or proposals (save as prohibited by law) in relation to:

5.2.1. any approach from or communication with an Investor in respect of a potential Investment (whether the discussions are made via the Platform or otherwise);

5.2.3. the business or the operations of the PC and its Affiliates where these may have a material impact on any Investment or Fee.

5.3. In hosting the PC on the Platform, TGS will be using and relying on information provided to it by the PC. The PC represents and warrants that all information provided by it or on its behalf to TGS and/or issued by or on behalf of the PC on the Platform or in connection with an Investment ("Information") is and will be accurate and complete in all material respects and not misleading and will promptly notify TGS if such information is or may be inaccurate, incomplete or misleading. Subject to FINRA Rules and obligations, TGS may assume and rely upon the accuracy and completeness of and does not assume any responsibility for independent verification of, the Information. TGS will not verify any information provided by the PC or Affiliate.

6. INTELLECTUAL PROPERTY

6.3. Each party undertakes that it will not alter or modify the other party's Intellectual Property (or instruct any third party to do so).

7. REPRESENTATIONS AND WARRANTIES

7.1. The PC represents and warrants (on a continuing basis), on behalf of itself and any other of its Affiliates which is seeking an Investment, that:

7.1.1. it has been duly incorporated and has all requisite corporate power and authority to join the Platform and to assess and carry out Investments pursuant to it;

7.1.2. it has full rights to provide all the information;

7.1.4. any forward-looking projections shall be accompanied by all disclosures required under applicable law and regulation related to those disclosures;

7.1.5. the PC has no duty or other obligation prohibiting it from sharing any information;

7.1.8. all information provided to TGS by it and its directors and senior managers (including the answers to the key person questionnaires provided by TGS) remain true, complete and not misleading;

7.1.10. its Securities have not been and will not be registered under the Securities Act and will not be offered or sold within the United States or to, or for the account or benefit of, any US Person except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act (including an exemption provided under Regulation D under the Securities Act); any Securities offered and sold to non-US Persons under Regulation S will not involve any "directed selling efforts" (as defined in Regulation S) to US Persons; and all Securities will be subject to the restrictions on their resale contained in Rule 144 and/or Rule 144A under the Securities Act or will otherwise be made in compliance with the restrictions on resale for Securities offered and sold under Regulation D or Regulation S;

7.1.12. The PC reasonably believes, or, if relying on Rule 506(c) under Regulation D has taken reasonable steps to verify, that all investors are "accredited investors" as defined in Rule 501(a) of Regulation D, except as may be otherwise permissible under Regulation D; and neither it nor any of its predecessors, any director, executive officer, any beneficial owner (as that term is defined in Rule 13d-3 under the US Securities Exchange Act of 1934, as amended) of 20% or more of its voting equity securities, calculated on the basis of voting power, nor any promoter connected with it in any capacity at the time of any offer or sale of Securities is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a "Disqualification Event") except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the Securities Act.

7.2. TGS represents and warrants (on a continuing basis) that:

7.2.1. it has been duly incorporated and has all requisite corporate power and authority to enter into this Agreement and engage in the activities contemplated under this Agreement; and

7.2.2. it and its directors and employees have complied and continue to comply in all respects with all applicable laws and regulations of the jurisdictions in which its business is carried on.

8. ACKNOWLEDGMENTS

8.1. The PC acknowledges and agrees that during the Engagement, TGS:

8.1.1. will not provide any financial, valuation or other advice to the PC or any of its Affiliates;

8.1.2. will not provide any research or commercial assessments to the PC or any of its Affiliates or any other person; and

8.1.3. will not act as agent on behalf of the PC or any of its Affiliates.

8.2. TGS will not act for the PC or any of its Affiliates in connection with any Investment. Accordingly, TGS will not regard the PC or any of its Affiliates as a client (for the purposes of the FCA Rules) in relation to any Investment and will not be responsible for providing the protections afforded to clients of TGS, and, subject to FINRA Rules and obligations, TGS will have no requirement to assess the suitability of any Investment or potential Investment for the PC or any Investors. Subject to FINRA Rules and obligations, TGS will not provide or bear any responsibility for providing advice to the PC, including in relation to any information made available on the Platform in relation to the PC or any of its Affiliates or any Investment, transaction or arrangement made between the PC or any of its Affiliates and any Investor.

8.3. The PC further acknowledges that:

8.3.1. there is no guarantee that the PC or any of its Affiliates will successfully realise any Investment or any particular amount of Investment on the Platform;

8.3.2. TGS accepts no responsibility for the advice provided to the PC or any of its Affiliates by any professional adviser featured on the Platform (or otherwise); and

8.5. Before the PC can be listed with a "green light" (or analogous status) on the Platform, the PC is required to commission and undergo, at its own expense, an enhanced due diligence check carried out by a reputable third-party organisation to the reasonable satisfaction of TGS. The results of such search will be the absolute property of and remain vested in TGS at all times. For the avoidance of doubt, this due diligence check will not constitute any advice by TGS regarding the PC, any Investments or any other matter.

8.6. Subject to FINRA Rules and obligations, the PC understands and agrees that it is solely responsible for the contents of the promotional material, pitch decks and other information that it or any of its Affiliates provides to be hosted on the Platform and will comply with the requirements of section 3.3. The PC will be responsible for obtaining independent advice in respect of those materials.

8.7. The PC will be responsible for taking its own professional advice in relation to each Investment.

9. INDEMNITY

10. GROSS-UP

11. DISCLAIMER; LIMITATION OF LIABILITY

11.3. THE PC AGREES THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NO INDEMNIFIED PARTY WILL HAVE ANY LIABILITY (WHETHER DIRECT OR INDIRECT) TO THE PC OR ANY OF ITS AFFILIATES OR ANY OF ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FOR OR IN CONNECTION WITH THE PLATFORM, ANY INVESTMENT OR ANY TRANSACTION OR CONDUCT IN CONNECTION THEREWITH IN EXCESS OF THE FEES PAID BY THE PC TO TGS IN CONNECTION WITH ITS USE OF THE PLATFORM IN THE 12 MONTH PERIOD PRECEDING THE DATE OF THE CLAIM EXCEPT, AS BETWEEN TGS AND/OR AN AFFILIATE OF TGS AND THE PC OR ANY OF ITS AFFILIATES, IF AND TO THE EXTENT THAT ANY CLAIMS, LOSSES, DAMAGES, LIABILITIES OR EXPENSES INCURRED BY THE PC OR ANY OF ITS AFFILIATES IN CONNECTION WITH THE PLATFORM ARE FINALLY JUDICIALLY DETERMINED (OR IF AN APPEAL HAS NOT BEEN LODGED WITHIN 12 MONTHS OF A DETERMINATION, SUCH DETERMINATION) TO HAVE RESULTED FROM THAT INDEMNIFIED PARTY'S FRAUD OR FRAUDULENT MISREPRESENTATION.

11.6. In any event, TGS's liability under these Terms is limited to the total amount of Fees received by it from the PC.

12. ANNOUNCEMENTS AND PUBLICITY

12.1. The PC will not make any press release or other announcement in respect of TGS or any Investment made pursuant to the Platform without having consulted with and agreed the content of such release or announcement in writing with TGS in good faith.

13. REMOVAL FROM PLATFORM

13.1. Within 10 business days of a written request from the PC, TGS will remove the PC's listing from the Platform.

13.2. TGS reserves the right to remove the PC's listing from the Platform at any time.

14. DATA PROTECTION

15. ANTI-BRIBERY AND CORRUPTION

16. UPDATES AND INCORPORATION OF OTHER TERMS AND POLICIES

17. COMPLIANCE WITH LAWS

17.2. The PC will, and will procure that its Affiliates will, comply with all applicable laws, rules and regulations in relation to each Investment.

18. DIGITAL MILLENNIUM COPYRIGHT ACT

18.1. DMCA Notification. We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Platform, you may contact our Designated Agent at the following address:

The Growth Stage, Inc.

4215 West Lovers Lane, Suite 100, Dallas, TX 75209, USA

Attn: Legal Department (Copyright Notification)

Email: info@thegrowthstage.com

Telephone: (469) 634-7764

Any notice alleging that materials hosted by or distributed through the Platform infringe intellectual property rights must include the following information:

a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;

b) a description of the copyrighted work or other intellectual property that you claim has been infringed;

c) a description of the material that you claim is infringing and where it is located on the Platform;

d) your address, telephone number, and email address;

e) a statement by you that you have a good faith belief that the use of the materials on the Platform of which you are complaining is not authorized by the copyright owner, its agent, or the law; and

f) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

18.2. Repeat Infringers. TGS will promptly terminate the accounts of users that are determined by TGS to be repeat infringers.

19. GENERAL

19.1. Assignment

19.1.1. The PC will not, without the prior consent of TGS (such consent not to be unreasonably withheld or delayed), assign any of its rights, or sub-contract, delegate or transfer any of its obligations under these Terms or the Platform.

19.1.2. TGS is entitled to sub-contract or otherwise delegate or transfer its rights and obligations under these Terms to any of its Affiliates who have the requisite regulatory authority. Upon any such transfer, references to TGS in this these Terms, except where the context otherwise requires, will be deemed to be references to the other person to which TGS has transferred its rights and obligations.

19.2. Third party rights

19.3. Successors and assigns

19.4. Notices

19.4.1. Any notice, consent, request, demand or approval or other communication given or made under or in connection with these Terms (each a "Notice" for the purposes of this section) must be in English, in writing and signed by or on behalf of the person giving it.

19.4.2. Service of a Notice must be effected by one or more of the following methods:

19.4.2.1. by hand to the relevant address as provided for in this section and will be deemed served upon delivery if delivered during a business day, or at the start of the next business day if delivered at any other time;

19.4.2.2. by prepaid first-class post to the relevant address as provided for in this section and will be deemed served at the start of the second business day following the day on which it was posted; and/or

19.4.2.3. by email to the relevant email address as provided for in this section and will be deemed served on despatch (provided that that no "bounce back" or "out of office" message is received by the sender), if despatched during a business day, or at 9.30 a.m. on the next business day if despatched at any other time, provided that in each case a copy of the Notice is also despatched to the recipient using a method described in sections 19.4.2.1 and 19.4.2.2 (inclusive) no later than the end of the next business day.

19.4.3. For the purposes of this section, the relevant address and email address for each party will be:

If to TGS Inc:

Address: 4215 West Lovers Lane, Suite 100, Dallas, TX 75209, USA

Email: info@thegrowthstage.com

For the attention of: The Directors

If to the PC:

Address: at its registered office

Email: the email address for service as the PC will notify to TGS in writing in accordance with this section.

19.4.4. A party may change its address for service provided that the new address is within the same country and that it gives the other party not less than twenty-eight (28) days' prior Notice in accordance with this section. Until the end of such notice period, service on either address will be effective.

19.5. Governing law and jurisdiction

19.5.1. These Terms and the rights and obligations of the parties arising out of them will be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflicts of laws principles.

19.5.2. These Terms contain a pre-dispute arbitration clause, and by agreeing to these Terms, the parties agree as follows:

19.5.2.1. All parties to these Terms are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.

19.5.2.2. Arbitration awards are generally final and binding; a party's ability to have a court reverse or modify an arbitration award is very limited.

19.5.2.3. The ability of the parties to obtain documents, witness statements and other discovery is generally more limited in arbitration than in court proceedings.

19.5.2.4. The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 calendar days prior to the first scheduled hearing date.

19.5.2.5. The panel of arbitrators will typically include a minority of arbitrators who were or are affiliated with the securities industry.

19.5.2.6. The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought to court.

19.5.2.7. The rules of the arbitration forum in which the claim is filed, and any amendments thereto, will be incorporated into these Terms.

19.5.3. Any controversy or claim arising out of or relating to these Terms will be settled by arbitration in accordance with the rules of FINRA Dispute Resolution, Inc. ("FINRA DR"). I agree to arbitrate any controversy or claim before FINRA DR in the State of New York.

19.5.4. This agreement to arbitrate constitutes a waiver of the right to seek a judicial forum unless such a waiver would be void under the federal securities laws.

19.5.5. No person will bring a putative or certified class action to arbitration, nor seek to enforce any pre-dispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class who has not opted out of the class with respect to any claims encompassed by the putative class action until: (1) the class certification is denied; (2) the class is decertified; or (3) the customer is excluded from the class by the court.

Such forbearance to enforce an agreement to arbitrate will not constitute a waiver of any rights under these Terms except to the extent stated herein.

19.6. No partnership or agency

These Terms will not create, nor will it be construed as creating, any partnership or agency relationship between the parties.

19.7. Entire agreement

19.8. Further assurance

19.8.1. The parties will and will use all reasonable endeavours to procure that any necessary third party will, execute such further documents, take such actions and do such things, as may be requested by the other party to give full effect to these Terms.

19.8.2. In complying with its obligations under these Terms, each party will, and will procure that any necessary third party will, act promptly and carry out all requisite acts accurately.

19.9. Costs

19.10. Severability

19.10.1. If any provision of these Terms is held by a court or other competent authority to be invalid or unenforceable, in whole or in part, these Terms will continue to be valid as to their other provisions and the remainder of the affected provision.

19.10.2. The parties agree that if there is any relevant determination by a court or other competent authority in respect of any material provision of these Terms, the parties will agree, in good faith, amendments to these Terms to the extent necessary to secure the parties' rights and benefits to be as similar as possible to those provided for in these Terms. If the parties are unable to agree such amendments within 60 days of the relevant determination, any party whose rights under these Terms have been materially diminished or whose obligations under these Terms have been materially increased may terminate these Terms on not less than 30 days' notice (provided that all accrued rights and liabilities will survive).

19.11. No waiver

19.12. Force majeure

20. REGULATORY DISCLOSURES

GOVERNMENT RULES ADOPTED TO PREVENT MONEY LAUNDERING AND TERRORIST FINANCING REQUIRE ALL U.S. FINANCIAL INSTITUTIONS TO OBTAIN, RECORD AND VERIFY INFORMATION THAT IDENTIFIES EACH INDIVIDUAL OR ENTITY THAT OPENS AN ACCOUNT. WHEN YOU OPEN AN ACCOUNT WITH OR THROUGH THE GROWTH STAGE, INC. ("TGS INC."), WE WILL ASK YOU FOR YOUR NAME AND ADDRESS. WE WILL ALSO ASK FOR AN IDENTIFICATION NUMBER. FOR U.S. ENTITIES, IT MEANS YOUR EMPLOYER IDENTIFICATION NUMBER. FOR NON-U.S. ENTITIES, IT MEANS A TAXPAYER IDENTIFICATION NUMBER. IN ADDITION, YOU MAY BE REQUIRED TO PROVIDE IDENTIFICATION DOCUMENTS AS NECESSARY TO ENABLE THE FIRM TO VERIFY YOUR IDENTITY AND THE IDENTITIES OF CERTAIN ENTITY OWNERS AND BENEFICIAL OWNERS. TGS INC. MAY ALSO SCREEN YOUR NAME AGAINST VARIOUS DATABASES TO VERIFY YOUR IDENTITY. WE ALSO MAY REQUEST ADDITIONAL INFORMATION AND DOCUMENTS TO ENSURE WE UNDERSTAND THE SOURCE OF YOUR FUNDS AND PURPOSE OF YOUR RELATIONSHIP WITH TGS INC., AS WELL AS ANY POTENTIAL CHANGES IN BENEFICIAL OWNERSHIP SO THAT WE CAN ABIDE BY ALL APPLICABLE REGULATORY REPORTING REQUIREMENTS. IN CERTAIN CIRCUMSTANCES, WE MAY NOT BE ABLE TO OPEN AN ACCOUNT OR CONDUCT ANY TRANSACTIONS FOR YOU UNTIL WE HAVE OBTAINED AND VERIFIED THE NECESSARY INFORMATION. IF WE HAVE OPENED AN ACCOUNT FOR YOU, WE MAY HAVE TO RESTRICT TRADING OR CLOSE IT IF YOU DO NOT SUPPLY THE NECESSARY INFORMATION OR DOCUMENTS OR IF WE ARE UNABLE TO VERIFY YOUR IDENTITY.

_______________________________________________________________________________

YOU ARE ADVISED TO PROMPTLY REPORT ANY INACCURACY OR DISCREPANCY WITH YOUR HOLDINGS TO TGS INC. PLEASE BE ADVISED THAT ANY ORAL COMMUNICATION SHOULD BE RECONFIRMED IN WRITING TO FURTHER PROTECT YOUR RIGHTS, INCLUDING YOUR RIGHTS UNDER THE SECURITIES INVESTOR PROTECTION ACT. TGS INC.'S CONTACT INFORMATION IS AS FOLLOWS:

THE GROWTH STAGE, INC.

COMPLIANCE DEPARTMENT

4215 WEST LOVERS LANE

SUITE 100

DALLAS, TX 75209

TEL: (469) 634-7764

_______________________________________________________________________________

TGS INC. CUSTOMERS MAY DIRECT COMPLAINTS TO DAVID AMSTER, CHIEF COMPLIANCE OFFICER, AT 917-568-6470. WRITTEN COMPLAINTS MAY BE SENT TO:

THE GROWTH STAGE, INC.

COMPLIANCE DEPARTMENT

4215 WEST LOVERS LANE

SUITE 100

DALLAS, TX 75209

_______________________________________________________________________________

TGS INC. IS A MEMBER OF THE SECURITIES INVESTOR PROTECTION CORPORATION ("SIPC"). THE STATUTE THAT CREATED SIPC PROVIDES THAT CUSTOMERS OF A FAILED BROKERAGE FIRM RECEIVE ALL NON-NEGOTIABLE SECURITIES (EXCEPT CERTAIN PRIVATELY OFFERED SECURITIES SUCH AS LIMITED PARTNER INTERESTS AND OTHER EXCLULDED SECURITIES) THAT ARE ALREADY REGISTERED IN THEIR NAMES OR IN THE PROCESS OF BEING REGISTERED. ALL OTHER SO-CALLED "STREET NAME" SECURITIES ARE DISTRIBUTED ON A PRO-RATA BASIS. AT THE SAME TIME, FUNDS FROM THE SIPC RESERVE ARE AVAILABLE TO SATISFY THE REMAINING CLAIMS OF EACH CUSTOMER UP TO A MAXIMUM OF $500,000. THIS FIGURE INCLUDES A MAXIMUM OF $100,000 ON CLAIMS FOR CASH. RECOVERED FUNDS ARE USED TO PAY INVESTORS WHOSE CLAIMS EXCEED SIPC'S PROTECTION LIMIT OF $500,000. SIPC OFTEN DRAWS DOWN ITS RESERVE TO AID INVESTORS. SIPC INSURANCE DOES NOT COVER ANY LOSS OF VALUE OF ANY INVESTMENT. YOU MAY OBTAIN MORE INFORMATION ABOUT SIPC, INCLUDING A BROCHURE, BY CONTACTING SIPC AT:

SECURITIES INVESTOR PROTECTION CORPORATION

805 15TH STREET, N.W. SUITE 800

WASHINGTON, D.C. 20005-2215

TEL: (202) 371-8300

FAX: (202) 371-6728

E-MAIL: ASKSIPC@SIPC.ORG

WEBSITE: WWW.SIPC.ORG

_______________________________________________________________________________

TGS INC. IS A MEMBER OF THE FINANCIAL INDUSTRY REGULATORY AUTHORITY ("FINRA"), THE LARGEST INDEPENDENT REGULATOR FOR ALL SECURITIES FIRMS THAT CONDUCT BUSINESS IN THE UNITED STATES. YOU MAY OBTAIN MORE INFORMATION ABOUT FINRA THROUGH THEIR WEBSITE, WWW.FINRA.ORG. FINRA'S BROKERCHECK SYSEM, FORMERLY KNOWN AS FINRA'S PUBLIC DISCLOSURE PROGRAM, ALLOWS INVESTORS TO LEARN ABOUT THE PROFESSIONAL BACKGROUND, BUSINESS PRACTICES AND CONDUCT OF FINRA MEMBER FIRMS OR THEIR BROKERS. BROKERCHECK IS ACCESSIBLE VIA FINRA'S WEBSITE AT WWW.BROKERCHECK.FINRA.ORG AND THROUGH THE BROKERCHECK HOTLINE AT 1-800-289-9999. AN INVESTOR BROCHURE IS ALSO AVAILABLE UPON REQUEST. TGS INC.'S REGISTRATION WITH FINRA SHOULD NOT BE CONSTRUED TO SUGGEST THAT FINRA OR THE SEC RECOMMENDS ANY INVESTMENTS MADE THROUGH THE PLATFORM.

You are here

Terms and Conditions