Terms and Conditions

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

VERSION FOR NON-US INVESTORS:

THE GROWTH STAGE LIMITED INVESTOR TERMS AND CONDITIONS

#4152-6022-0972 v2-FV

These terms and conditions (these "Terms") are entered into by and between the Investor ("Investor”) and The Growth Stage Limited (together with its Affiliates, "TGS"), and govern the use by the Investor and each of its Associates to whom it provides access to the Platform (each, an "Investor Associate") of the online platform at www.thegrowthstage.com ("Platform"). In order to be granted access to the Platform, the Investor must complete and submit a registration form available from TGS (the "Registration Form") and agree to the terms of access. The submitted Registration Form will represent an acceptance by the Investor on behalf of itself and each of its Investor Associates of these Terms. On registration by the Investor, these Terms will have immediate effect.

1. DEFINITIONS

1.1 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, any other 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;

"Confidential Information" means information which is by its nature confidential but excludes any information which:

(a) at the date of disclosure is publicly known or at any time after that date becomes publicly known (other than by breach of these Terms); or

(b) at the time of disclosure is or thereafter becomes available to the Investor or its Representatives on a non-confidential basis from a source other than TGS, which source is not known by the Investor or its Representatives to be in violation of a confidentiality agreement with TGS with respect to such information; or

(c) is independently developed by the Investor or its Representatives without violating the obligations under these Terms; or

(d) was lawfully in possession of the recipient before the date of disclosure;

"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

"End User" has the meaning given in section 2.1;

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

"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 UK Financial Services and Markets Act 2000 ("FSMA")), investment professional (as defined in article 19(5) of the UK 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 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;

"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);

"Personal Information" means information provided by an Investor, Investor Associate or End User from which such person can be identified;

"PC" means a company which is, or has been, listed on the Platform;

"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 a PC or any of its Affiliates; 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 a PC or any of its Affiliates 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""); and

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

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

1.2.1 the singular will include the plural and vice versa;

1.2.2 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;

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

1.2.4 a "Party" will mean a party to these Terms;

1.2.5 "including" will be construed as meaning "including without limitation";

1.2.6 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;

1.2.7 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

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

2. ACCESS TO THE PLATFORM

2.1 The Investor may access the Platform and grant access to the Platform to its Associates and each of its and their officers, employees and members (each such natural person being an "End User"), subject always to the restrictions set out in this section 2, compliance with these Terms and compliance with the terms of access to the Platform.

2.2 Access to the Platform is available only:

2.2.1 to persons in member states of the European Economic Area (the "EEA") who are not US Persons and that are "qualified investors" within the meaning of Regulation (EU) 2017/1129;

2.2.2 to persons in the United Kingdom who are not US Persons that are "qualified investors" within the meaning of the UK version of Regulation (EU) 2017/1129 which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 and are persons (i) who have professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the FPO; or (ii) falling within Article 49(2)(a) to (d) of the FPO; or

2.2.3 to persons for whom it is otherwise lawful to use it.

2.3 The Investor represents and warrants that it and each Investor and Investor Associate are and will be at the time of each Investment either (i) for purposes of Regulation S offerings, a non-US Person resident and located in the United Kingdom or a member state of the EEA; or (ii) for purposes of any US offering, located in the United States or a US citizen and both an accredited investor, as defined in Rule 501(a) of Regulation D under the Securities Act, and investing through an "institutional account", as defined in FINRA Rule 4512(c); or (iii) if not resident and located in the United Kingdom, the EEA or the United States, is a person for whom it is otherwise lawful to use the Platform.

2.4 The Investor understands that 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;

2.5 The Investor represents and warrants that it and each Investor Associate holds all authorisations, licences and qualifications required to conduct its business lawfully and in accordance with the applicable rules and regulations of the FCA or the US Securities and Exchange Commission ("SEC"), as applicable, and any other court, governmental agency or regulatory body to which it is party or by which it is bound or subject to jurisdiction.

2.6 Notwithstanding anything contained in section 2.4 of these Terms, the Investor acknowledges that it and its Investor Associates will access the Platform as an investment professional, as such term is defined in section 19 of the FPO, solely for the purposes of making its own independent assessment of the companies and Securities on the Platform.

2.7 The Investor further acknowledges that in providing access to the Platform, TGS is not providing any advice on the merits of the Securities on the Platform, nor will the Investor (or any of its Associates) at any time become a client of TGS for the purposes of the FCA Rules. Accordingly, the Investor will have no protections under the FCA Rules, the Financial Ombudsman Service or the Financial Services Compensation Scheme and fully indemnifies TGS from any costs arising should the Investor (or any of its Associates) seek such protections. TGS will have no responsibility for assessing whether an Investment is suitable for the Investor (or any of its Associates). For the avoidance of doubt, although TGS may commission or acquire information as part of a due diligence process before allowing a PC to list on the Platform, this in no way constitutes advice or any recommendation as to whether an investment in the PC is appropriate for an Investor, any of its Associates or investors generally or as to the price of an Investment is appropriate.

3. USE OF THE PLATFORM

3.1 On behalf of itself and each Investor Associate, the Investor undertakes to procure that each End User:

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

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

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

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

3.2 The Investor will and will procure that each Investor Associate will notify TGS promptly after it has made initial contact with a PC (or any of its Affiliates or any of its or their respective directors, employees, agents, consultants or representatives) in each case, to the extent that the initial contact results from use of the Platform or via TGS, it being acknowledged that such notice will be deemed to have been given if such initial contact is made via the Platform or TGS.

4. REMUNERATION

4.1 The Platform is free to use for the Investor, each Investor Associate, and the End Users. No fees will be payable by the Investor or any Investor Associate or End User to the Platform.

4.2 The Investor acknowledges on behalf of itself and each Investor Associate that, pursuant to the terms and conditions of use of the Platform applicable to each PC (available from TGS by request), a fee, equal to 1% (or such higher amount as agreed between the PC and TGS) of the value of each Investment made by the Investor or any of its Associates, is payable to TGS by the relevant PC, and in certain cases a PC may pay additional fees to TGS.

5. INTELLECTUAL PROPERTY

5.1 Save as otherwise agreed between the Investor and TGS and until such time as the Investor and its Investor Associates has been removed from the Platform pursuant to section 8 (Removal from Platform), the Investor, on behalf of itself and each Investor Associate, grants TGS a non-exclusive, non-sub-licensable, worldwide, royalty-free licence to use the Investor's and/or that Investor Associate's trademark (including any applicable logo and brand name), for the purposes of listing the Investor and its Investor Associates within the "members only" section of the Platform. For the avoidance of doubt, any Investor's, or Investor's Associate's trademark (including any applicable logo and brand name) will only be visible to registered members of the Platform and not to the general public. The Investor and each Investor Associate will retain all of its Intellectual Property rights and TGS will not acquire or claim any right, title, or interest in the same.

5.2 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, neither the Investor nor any Investor Associate will receive any right, title, or interest in respect of TGS's Intellectual Property.

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

6. DISCLAIMER; LIMITATION ON LIABILITY

6.1 The Investor, on behalf of itself and each Investor Associate, acknowledges that it is entering into these Terms without reliance on any undertaking, warranty or representation given by or on behalf of TGS or any of its Affiliates at any time save as set out in these Terms. Any terms implied into these Terms are expressly excluded to the fullest extent permitted by law.

6.2 The Investor acknowledges that it and each of the Investor Associates has sufficient knowledge, sophistication, and experience in financial and business matters so as to be capable of evaluating the merits and risks of any Investment and is able to bear the economic and financial risk (including a complete loss) of such Investment. None of TGS, its Affiliates or any person acting on its or their behalf has made or will make any recommendation as to the suitability of any Investment or will have any liability or responsibility for any Investment made by the Investor (or any of its Associates). There is no guarantee that the Investor or any of its Investor Associates will successfully realise any Investment.

6.3 The Investor acknowledges that TGS is not providing any service to the Investor other than access to the Platform. The Investor should make its own enquiries with respect to any Investment available through the Platform and the Investor is encouraged to obtain independent financial advice if it has any doubts about the suitability of an Investment.

6.4 The Investor acknowledges that, notwithstanding TGS is a regulated entity, the Investor will not receive any regulatory protections in using the Platform, except as may be required by law.

6.5 The Investor agrees that, to the fullest extent permitted by law, neither TGS nor any of its Affiliates accepts or assumes any responsibility to the Investor, any Investor Associate, any End User or any other person for any of the information made available on the Platform (the "Information") or for updating any such Information. Any and all such Information shall be provided by each PC, and TGS shall have no responsibility for verifying or updating that Information. Accordingly, neither TGS nor any of its Affiliates nor any of its or their directors, officers, employees or consultants has any liability to the Investor or any of its Associates or End Users for any loss or damage suffered or costs incurred by any of them arising out of or in connection with the Information or any Investment, provided that nothing in this section will limit or exclude the liability of TGS or its Affiliates for its or their fraudulent misrepresentation, gross negligence, intentional misconduct or any other liability which cannot be excluded by law.

6.6 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.

6.7 Neither TGS nor any of its Affiliates will assume any responsibility or regard any person (whether or not a user of the Platform) as its client for the purposes of the FCA Rules, in respect of any PC or any Investment.

6.8 The Investor and each Investor Associate understands that none of the Information purports to comply, and may not comply, with the disclosure requirements set out under the U.S. federal securities laws, rules and regulations or those of any state or other jurisdiction of the United States.

6.9 The Investor acknowledges that neither TGS nor any of its Affiliates is at any time acting as agent on behalf of any PC.

6.10 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL ANY PARTY TO THESE TERMS BE LIABLE TO THE OTHER PARTY 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 INVESTOR'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 PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

6.11 EXCEPT TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF EACH PARTY TO THE OTHER PARTY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE PLATFORM OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $1 MILLION.

6.12 Notwithstanding any other provision of this Agreement, no provision of this Agreement shall constitute a waiver by the Investor (or any of its Associates) 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.

6.13 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 6 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE

7. CONFIDENTIALITY

7.1 The name and/or identity of Investors and Investor Associates are not disclosed or displayed on the "public section" of the Platform. The information displayed within the "members only" section of the Platform that relates to the Investor and/or Investor Associates is non-confidential public information.

7.2 TGS undertakes that, without prejudice to section 6 (Intellectual Property), it will keep any Confidential Information relating to the Investor and each Investor Associate confidential and it will, subject to section 7.4, not disclose any Confidential Information to a party without the consent of the Investor.

7.3 The Investor and each Investor Associate undertakes that it will keep any Confidential Information relating to a PC and/or the Platform confidential and it will, subject to section 7.4:

7.3.1 apply to such Confidential Information at least the same security measures and degree of care it would apply to its own confidential information; and

7.3.2 not disclose any of that Confidential Information to a party that is not listed on the Platform without consent of the disclosing party.

7.4 Notwithstanding the provisions of this section 7, a party may disclose the Confidential Information received by it:

7.4.1 to its own directors, officers, employees, agents, consultants and advisers ("Representatives") but only as strictly necessary in connection with the proper purpose of the Platform and conditional upon (i) any such Representative being informed of the confidential nature of the Confidential Information and (ii) it procuring that such Representatives comply with the provisions of this section 7 as if they were party to these Terms; or

7.4.2 where it is required to be disclosed by any law, order or act of any court or governmental or regulatory authority or body or other body having jurisdiction over such party hereto, or to defend or prosecute a claim brought against or by such party hereto (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose any of the Confidential Information, the applicable party hereto may disclose such Confidential Information to the extent legally required; provided, however, that such party hereto shall (where legally permitted and reasonably practicable) first notify each other party hereto of such legal process. In making any disclosure under such legal process, each party hereto agrees to use its best endeavours to limit the amount of Confidential Information disclosed and to preserve the confidential nature of such information; or

7.4.3 notwithstanding the provisions of this section 7, no notice, consultation or other compliance with these Terms shall be required if the Investor, or any of its Representatives, is requested or required to disclose Confidential Information pursuant to a broad or routine audit, examination or request for information by any legal, judicial, governmental, administrative, or regulatory authority that is not specific to the Confidential Information provided hereunder.

8. REMOVAL FROM PLATFORM

8.1 Within 10 business days of a written request from the Investor, TGS will permanently remove the listing of the Investor and each of its Investor Associates from the Platform.

8.2 Upon notice to the Investor and/or applicable Investor Associate, TGS reserves the right to remove the listing of the Investor and each of its Associates from the Platform at any time if it, in its sole discretion, it considers that the Investor has materially breached these Terms or otherwise sought to circumvent them.

8.3 Save where expressly provided, all accrued rights and liabilities under these Terms will survive for a period of 18 months following the removal of the listing of the Investor and each of its Investor Associates from the Platform or other termination of these Terms in accordance with these Terms.

9. DATA PROTECTION

In handling any Personal Information of the Investor, the Investor Associates 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 Investor's listing from the Platform.

10. ANTI-BRIBERY AND ANTI-CORRUPTION

TGS, the Investor and each Investor Associate 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 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.

11. UPDATES AND INCORPORATION OF OTHER TERMS AND POLICIES

11.1 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 the Investor and all PCs on the Platform of such changes within a reasonable timeframe. TGS reserves the right to require that the Investor 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.

11.2 By agreeing to these Terms, the Investor agrees, for itself and on behalf of each Investor Associate, that it has also read, understood and agreed to the TGS privacy policy, which is accessible online at www.thegrowthstage.com or via email on request.

12. COMPLIANCE WITH LAWS

12.1 The Investor 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 Investor and/or any Investment (including any Confidential Information) to any regulator or judicial authority.

12.2 TGS and the Investor will, and will procure that the Investor Associates will, comply with all laws, rules and regulations applicable to it and in relation to each Investment.

12.3 TGS will ensure that all information uploaded by PCs to the Platform is non-confidential.

13. GENERAL

13.1 Assignment

13.1.1 The Investor 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. This section shall not prohibit the Investor from granting access to its Associates and each of its and their officers, employees and members in any way.

13.1.2 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 appropriate regulatory authorisation. Upon any such sub-contracting or 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.

13.2 Third party rights

Save for the provisions of section 7 (Confidentiality) which are for the benefit of a PC which is not a party to these Terms, 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.

13.3 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 other Party hereto under any law or regulation.

13.4 Notices

13.4.1 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.

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

13.4.2.1 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;

13.4.2.2 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

13.4.2.3 by email to the relevant email address as provided for in this section and will be deemed served on dispatch (provided that that no "bounce back" or "out of office" message is received by the sender), if dispatched during a business day, or at 9.30 a.m. on the next business day if dispatched at any other time, provided that in each case a copy of the Notice is also dispatched to the recipient using a method described in sections 13.4.2.1 and 13.4.2.2 (inclusive) no later than the end of the next business day.

13.4.3 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 Investor:

Address: at its registered office

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

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 13. Until the end of such notice period, service on either address will be effective.

13.5 Service Agent

13.5.1 In the event that the Investor is not incorporated in England and Wales or its registered office is not in England and Wales, the Investor 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 one of its Affiliates) 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 13.5 will be deemed to be effective service on the Investor.

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

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

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

13.6 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.

14. COMPLIANCE WITH LAWS

14.1 No partnership or agency

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

14.2 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.

14.3 Further assurance

14.3.1 The Parties will use all commercially 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.

14.3.2 In complying with its obligations under these Terms, each Party will use commercially reasonable efforts to procure that any necessary third party will act promptly and carry out all requisite acts accurately.

14.4 Severability

14.4.1 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.

14.4.2 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 they are 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).

14.5 Variations

No material variation of these Terms will be effective unless made in writing, signed by or on behalf of each of the Parties (but without the consent of any third party who may be expressly entitled to the benefit of any provision of these Terms) and expressed to be such a variation.

14.6 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.

14.7 Force majeure

Neither TGS nor the Investor will 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 either Party 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 (except for labour disputed involving either Party'

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VERSION FOR US INVESTORS:

THE GROWTH STAGE, INC. INVESTOR TERMS AND CONDITIONS

#4126-9324-1388 v2-FV

These terms and conditions (these "Terms") are entered into by and between the Investor ("Investor") and The Growth Stage, Inc. (together with its Affiliates, "TGS"), and govern the use by the Investor and each of its Associates to whom it provides access to the Platform (each, an "Investor Associate") of the online platform at www.thegrowthstage.com ("Platform"). In order to be granted access to the Platform, the Investor must complete and submit a registration form available from TGS (the "Registration Form") and agree to the terms of access. The submitted Registration Form will represent an acceptance by the Investor on behalf of itself and each of its Investor Associates of these Terms. On registration by the Investor, these Terms will have immediate effect.

1. DEFINITIONS

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

"Confidential Information" means information which is by its nature confidential but excludes any information which:

a) at the date of disclosure is publicly known or at any time after that date becomes publicly known (other than by breach of these Terms); or

b) at the time of disclosure is or thereafter becomes available to the Investor or its Representatives on a non-confidential basis from a source other than TGS, which source is not known by the Investor or its Representatives to be in violation of a confidentiality agreement with TGS with respect to such information; or

c) is independently developed by the Investor or its Representatives without violating the obligations under these Terms; or

d) was lawfully in possession of the recipient before the date of disclosure;

"Data Protection Legislation" means any applicable data protection legislation, such as: EU Regulation 2016/679 (General Data Protection Regulation);

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

(b) the California Consumer Privacy Act of 2018;

"End User" has the meaning given in section 2.1;

"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 UK Financial Services and Markets Act 2000 ("FSMA")), investment professional (as defined in article 19(5) of the UK 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 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;

"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);

"Personal Information" means information provided by an Investor, Investor Associate or End User from which such person can be identified;

"PC" means a company which is, or has been, listed on the Platform;

"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 a PC or any of its Affiliates; 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 a PC or any of its Affiliates, including 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"); and

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

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

1.2.1 the singular will include the plural and vice versa;

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

1.2.4 a "Party" will mean a party to these Terms;

1.2.5 "including" will be construed as meaning "including without limitation";

1.2.7 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

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

2. ACCESS TO THE PLATFORM

2.1 The Investor may access the Platform and grant access to the Platform to its Associates and each of its and their officers, employees and members (each such natural person being an "End User"), subject always to the restrictions set out in this section 2 and compliance with these Terms and compliance with the terms of access to the Platform.

2.2 Access to the Platform is available only:

2.2.1 to persons in member states of the European Economic Area (the "EEA") who are not US Persons and that are "qualified investors" within the meaning of Regulation (EU) 2017/1129;

2.2.1 to persons in the United Kingdom who are not US Persons that are "qualified investors" within the meaning of the UK version of Regulation (EU) 2017/1129 which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 and are persons (i) who have professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the FPO; or (ii) falling within Article 49(2)(a) to (d) of the FPO; or

2.2.2 to persons for whom it is otherwise lawful to use it.

2.3 The Investor represents and warrants that it and each Investor and Investor Associate are and will be at the time of each Investment either (i) for purposes of Regulation S offerings, a non-US Person resident and located in the United Kingdom or a member state of the EEA; or (ii) for purposes of any US offering, located in the United States or a US citizen and both an accredited investor, as defined in Rule 501(a) of Regulation D under the Securities Act, and investing through an "institutional account," as defined in FINRA Rule 4512(c); or (iii) if not resident and located in the United Kingdom, the EEA or the United States, is a person for whom it is otherwise lawful to use the Platform.

2.5 The Investor represents and warrants that it and its Investor Associate will hold all authorisations, licences and qualifications required to conduct its business lawfully and in accordance with the applicable rules and regulations of the FCA or the US Securities and Exchange Commission ("SEC"), as applicable, and any other court, governmental agency or regulatory body to which it is party or by which it is bound or subject to jurisdiction.

2.6 Notwithstanding anything contained in section 2.4 of these Terms, the Investor acknowledges that it is accessing the Platform and will purchase any Securities for its own investment purposes, and not with a view to distribute the Securities, and that it is solely responsible for determining whether any particular Investment offered by a PC through the Platform is an appropriate Investment for that Investor.

2.7 The Investor further acknowledges that in providing access to the Platform, TGS is not providing any advice on the merits of the Securities on the Platform, nor will the Investor (or any of its Associates) at any time become a client of TGS for the purposes of the FCA Rules. Accordingly, the Investor will have no protections under the FCA Rules, the Financial Ombudsman Service or the Financial Services Compensation Scheme and fully indemnifies TGS from any costs arising should the Investor (or any of its Associates) seek such protections. Subject to FINRA Rules and obligations, TGS will have no responsibility for assessing whether an Investment is suitable for the Investor (or any of its Associates). For the avoidance of doubt, although TGS may commission or acquire information as part of a due diligence process before allowing a PC to list on the Platform, this in no way constitutes advice or any recommendation as to whether an investment in the PC is appropriate for an Investor, any of its Associates, or investors generally or as to the price of an Investment is appropriate.

3. USE OF THE PLATFORM

3.1 On behalf of itself and each Investor Associate, the Investor undertakes to procure that each End User:

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

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

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

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

4. REMUNERATION

4.1 The Platform is free to use for the Investor, each Investor Associate, and the End Users. No fees will be payable by the Investor or any Investor Associate or End User to the Platform.

5. INTELLECTUAL PROPERTY

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

6. DISCLAIMER; LIMITATION ON LIABILITY

6.2 The Investor acknowledges that it and each of the Investor Associates has sufficient knowledge, sophistication, and experience in financial and business matters so as to be capable of evaluating the merits and risks of any Investment and is able to bear the economic and financial risk (including a complete loss) of such Investment. Subject to FINRA Rules and obligations, none of TGS, its Affiliates or any person acting on its or their behalf has made or will make any recommendation as to the suitability of any Investment or will have any liability or responsibility for any Investment made by the Investor (or any of its Associates). There is no guarantee that the Investor or any of its Investor Associates will successfully realise any Investment.

6.4 The Investor acknowledges that, notwithstanding TGS is a regulated entity, the Investor will not receive any regulatory protections in using the Platform, except as may be required by law.

6.5 Subject to FINRA Rules and obligations, the Investor agrees that, to the fullest extent permitted by law, neither TGS nor any of its Affiliates accepts or assumes any responsibility to the Investor, any Investor Associate, any End User or any other person for any of the information made available on the Platform (the "Information") or for updating any such Information. Any and all such Information shall be provided by each PC, and TGS shall have no responsibility for verifying or updating that Information. Accordingly, neither TGS nor any of its Affiliates nor any of its or their directors, officers, employees or consultants has any liability to the Investor or any of its Associates or End Users for any loss or damage suffered or costs incurred by any of them arising out of or in connection with the Information or any Investment, provided that nothing in this section will limit or exclude the liability of TGS or its Affiliates for its or their fraudulent misrepresentation, gross negligence, intentional misconduct or any other liability which cannot be excluded by law.

6.7 Neither TGS nor any of its Affiliates will assume any responsibility or regard any person (whether or not a user of the Platform) as its client for the purposes of the FCA Rules in respect of any PC or any Investment.

6.9 The Investor acknowledges that neither TGS nor any of its Affiliates is at any time acting as agent on behalf of any PC.

7. CONFIDENTIALITY

7.3 The Investor and each Investor Associate undertakes that it will keep any Confidential Information relating to a PC and/or the Platform confidential and it will, subject to section 7.4:

7.3.1 apply to such Confidential Information at least the same security measures and degree of care it would apply to its own confidential information; and

7.3.2 not disclose any of that Confidential Information to a party that is not listed on the Platform without consent of the disclosing party.

7.4 Notwithstanding the provisions of this section 7, a party may disclose the Confidential Information received by it:

7.4.1 to its own directors, officers, employees, agents, consultants and advisers ("Representatives") but only as strictly necessary in connection with the proper purpose of the Platform and conditional upon (i) any such Representative being informed of the confidential nature of the Confidential Information and (ii) it procuring that such Representatives comply with the provisions of this section 7 as if they were party to these Terms; or

8. REMOVAL FROM PLATFORM

8.1 Within 10 business days of a written request from the Investor, TGS will permanently remove the listing of the Investor and each of its Investor Associates from the Platform.

9. DATA PROTECTION

10. ANTI-BRIBERY AND ANTI-CORRUPTION

11. UPDATES AND INCORPORATION OF OTHER TERMS AND POLICIES

11.1 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 Investor and all PCs on the Platform of such changes within a reasonable timeframe. TGS reserves the right to require that Investor 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.

12. COMPLIANCE WITH LAWS

12.2 TGS and the Investor will, and will procure that the Investor Associates will, comply with all laws, rules and regulations applicable to it and in relation to each Investment.

12.3 TGS will ensure that all information uploaded by PCs to the Platform is non-confidential.

13. DIGITAL MILLENNIUM COPYRIGHT ACT

13.1 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.

2911 Turtle Creek Boulevard, Suite 300, Dallas, TX 75219, 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.

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

14. GENERAL

14.1 Assignment

14.1.1 The Investor 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. This section shall not prohibit the Investor from granting access to its Associates and each of its and their officers, employees and members in any way.

14.1.2 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 appropriate regulatory authorisation. Upon any such sub-contracting or 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.

14.2 Third party rights

14.3 Successors and assigns

14.4 Notices

14.1.1 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.

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

14.4.2.1 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;

14.4.2.2 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

14.4.2.3 by email to the relevant email address as provided for in this section and will be deemed served on dispatch (provided that that no "bounce back" or "out of office" message is received by the sender), if dispatched during a business day, or at 9.30 a.m. on the next business day if dispatched at any other time, provided that in each case a copy of the Notice is also dispatched to the recipient using a method described in sections 14.4.2.1 and 14.4.2.2 (inclusive) no later than the end of the next business day.

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

If to TGS Inc.:

Address: 2911 Turtle Creek Boulevard, Suite 300, Dallas, TX 75219, USA

Email: info@thegrowthstage.com

For the attention of: The Directors

If to the Investor:

Address: at its registered office

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

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 14. Until the end of such notice period, service on either address will be effective.

15. COMPLIANCE WITH LAWS

15.1 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 the State of New York without regard to its conflict of law’s provisions. The parties irrevocably submit to the exclusive jurisdiction of the courts located in New York County, New York.

15.2 No partnership or agency

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

15.3 Entire agreement

15.4 Further assurance

15.4.1 The Parties will and will use all reasonable commercially 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.

15.4.2 In complying with its obligations under these Terms, each Party will, and will use commercially reasonable efforts to procure that any necessary third party will, act promptly and carry out all requisite acts accurately.

15.5 Severability

15.5.1 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.

15.5.2 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 they are 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).

15.6 Variations

15.7 No waiver

15.8 Force majeure

16. US 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 SUPPLEMENTAL 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.

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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

2911 TURTLE CREEK BOULEVARD

SUITE 300

DALLAS, TX 75219

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

2911 TURTLE CREEK BOULEVARD

SUITE 300

DALLAS, TX 75219

________________________________________________________________________________

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 (EXCLUDE CERTAIN PRIVATELY OFFERED SECURITIES SUCH AS LIMITED PARTNER INTERESTS AND OTHER EXCLUDED 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 INSURANCE DOES NOT COVER AY LOSS OF ANY INVESTMENT. SIPC OFTEN DRAWS DOWN ITS RESERVE TO AID INVESTORS. 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.

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Terms and Conditions