DEBT TERMS AND CONDITIONS

Transcription

1 DEBT TERMS AND CONDITIONS INTRODUCTION 1. These terms and conditions set out the terms on which each User of the Debt services uses Debt services offered on by Share Credit Limited (ShareCredit) a limited company incorporated in England and Wales with registered number and having its registered office at 18/F, 40 Bank Street, London E14 5NR. 2. These terms and conditions should be read in conjunction with the terms and conditions of business (the Website Terms ) and the policies as published on the Website. 3. ShareCredit does not provide advice. It provides its Debt services on a peer to peer basis on the Website. 4. In respect of its regulated activities ShareCredit is authorised and regulated by the Financial Conduct Authority (FCA) under reference number ShareCredit Securities accept and are bound by these Debt Terms to the extent required to fulfil their duties as agents hereunder. DEFINITIONS AND INTERPRETATION 6. The definitions set out in ShareCredit s Website Terms shall also apply to these Debt Terms. In these Debt Terms the following terms shall have the following meanings: Charged Assets: all assets listed in the Debenture or any other document of charge that are secured against the Loan including but not limited to fixed charges, floating charges and mortgages. Debenture: the security document or documents entered into by the Offering Maker and each of the Lenders setting out the assets secured against the Loan. Interest Rate: the gross interest rate per annum that the Lender will receive in return for the Investment Amount. Investment Amount: The amount that a Lender makes a Commitment to lend in respect of an Offering seeking a Loan. Lender: a person who makes a Commitment in respect of an Offering seeking a loan. Loan: the aggregate of the total Investment Amounts and the total interest that is to be paid on Investment Amounts to the Lenders. Loan Agreement: means that loan agreement to be entered into in the as set out in Schedule 1 or in such other form as may be specified on the Offering page of the Website or as required to make the Loan Agreement consistent with the Offering. Personal Guarantee and Indemnity: the document entered into by a party and each of the Lenders whereby that party has agreed to guarantee and indemnify the Offering Maker for the Loan. ShareCredit Securities: Share Credit Securities Limited a company incorporated in England and Wales Company No having its registered office at 18/F, 40 Bank Street, London E14 5NR. CATEGORISATION AND CERTIFICATION OF LENDERS 7. In accordance with the Financial Services and Markets Act 2000 FSMA, ShareCredit classifies each Lender as a Certified High Net Worth Individual, a Sophisticated Investor or a Retail Investor. a. It is the Lender s responsibility to self-certify where appropriate and applicable and to do so truthfully and completely. b. Every Lender will be required to fill out a risk understanding questionnaire before creating an Account. Based on the answers given in this questionnaire it may be necessary in some cases to exclude one or more Retail Investors from access to some or all of the Debt Services.

2 THE ACCOUNT 8. In order to make a loan in an Offering, a Lender must ensure that its Standard Account contains funds at least equal to the Investment Amount (being the Commitment Monies referred to in the Website Terms). a. When a Lender makes a Commitment to an Offering, the Investment Amount (being the Commitment Monies referred to in the Website Terms) shall be transferred by the Lender from its Standard Account to the relevant Offering Account. b. Subject to the rest of these Debt Terms, in the event that the Target Amount is met, ShareCredit shall instruct the Account Provider to transfer the Investment Amount (being the Commitment Monies referred to in the Website Terms) [less any applicable fees] from the relevant Offering Account to the Standard Account of the Offering Maker. c. In the event that: i. the Target Amount is not met prior to the Offering s Closing Date; or ii. any of the events in sub clauses b, c and d of Clause 15 or clause 22 occur, ShareCredit shall instruct the Account Provider to transfer the Investment Amount (being the Commitment Monies referred to in the Website Terms) from the relevant Offering Account to the Lender s Standard Account. PROCESS OF OFFERING MAKER SEEKING A LOAN 9. After completing the registration process and creating an Account, an Offering Maker who wishes to create an Offering must provide all information required by ShareCredit. The information required shall include: a. the amount that the Offering Maker wishes to raise; b. the term of the Loan; c. whether the Loan will be guaranteed and if so, details of the guarantor; d. whether the Loan will be secured and if so, details of the security; e. Information about all encumbrances affecting the security; f. information about all loans or credit agreements that the Offering Maker and any guarantor currently has; g. any other information that is required by ShareCredit to enable ShareCredit to permit an Offering to appear on the Website. 10. An Offering Maker may ask when submitting an Offering that the Offering be overfunded. If ShareCredit accedes to this request, ShareCredit shall display a prominent notice to that effect on the Offering page of the Website. ShareCredit shall not be liable for any damages or loss incurred for any overfunded Offering. 11. After the Offering has been submitted by the Offering Maker to ShareCredit, ShareCredit will review the information provided and, in its sole and absolute discretion, will either decide to permit or to refuse to permit the Offering to appear on the Website. The process is merely to ensure that the Offering meets certain criteria before it can appear on the Website. These criteria include: a. the Offering Maker is a private company limited by shares, a public limited company, a limited liability partnership, a sole trader or an (unlimited) partnership or an equivalent entity duly incorporated under the laws of the jurisdiction in which it was formed; b. the Offering Maker has a UK bank account or such other bank account as may be approved by ShareCredit; c. the Offering Maker is in business with the intention of making a profit and is not a not-for-profit business or a charity.

3 12. The Offering Maker agrees to use its best endeavours to run its business in accordance with the information set out in the Offering from the Offering Closing Date until the Loan is repaid. 13. After the Offering has been submitted by the Offering Maker, ShareCredit will review the information provided and will decide to accept or reject the Offering for publication on the Website. Permitting the publication of the Offering does not signify and should not be taken to mean or imply that ShareCredit recommend the Offering or advise on the Offering. PROCESS OF A LENDER MAKING A LOAN 14. In order to make a Commitment to an Offering, a Lender must ensure that its Standard Account contains funds at least equal to the Investment Amount (being the Commitment Monies referred to in the Website Terms). 15. When a Lender makes a Commitment to an Offering, the Investment Amount (being the Commitment Monies referred to in the Website Terms) sh a ll be paid to the relevant Offering Account and: a. If the Target Amount has been met prior to the Offering Closing Date, ShareCredit shall, subject to all conditions precedent of the Offering having been met, instruct the Account Provider to pay the Investment Amount (being the Commitment Monies referred to in the Website Terms) to the Standard Account of the Lender; or b. If the Offering has not succeeded by the Offering Closing Date or has been withdrawn, ShareCredit shall instruct the Account Provider to pay the Investment Amount (being the Commitment Monies referred to in the Website Terms) to the Standard Account of the Lender; or c. If the Offering Maker has cancelled the Offering before the Offering Closing Date, ShareCredit shall instruct the Account Provider to pay the Investment Amount (being the Commitment Monies referred to in the Website Terms) to the Standard Account of the Lender. d. If the Offering Maker rejects the entirety of the Commitments made by all Lenders, ShareCredit shall instruct the Account Provider to pay the relevant Investment Amounts (being the Commitment Monies referred to in the Website Terms) to the Standard Accounts of the relevant Lenders. 16. If a Lender does not have sufficient unrestricted funds in its Standard Account its Commitment shall be deemed to be of no effect until it has such funds in its Standard Account. By making a Commitment, the Lender irrevocably agrees that (in the event that the Commitment is accepted by the Offering Maker as set out herein) any Loan created shall be on the terms of the Loan Agreement which shall be binding in its entirety on the Lender and the Offering Maker. 17. When a Lender has made a Commitment to an Offering, the Lender may make further Commitments. A Lender cannot withdraw from a Commitment. 18. If the Offering reaches the Target Amount and the Offering Maker accepts all of the Commitments, ShareCredit will instruct the Account Provider to transfer the aggregate Investment Amounts (being the Commitment Monies referred to in the Website Terms) (less any applicable fees) from the relevant Offering Account to the Standard Account of the Offering Maker immediately after the relevant Loan Agreements have been executed by all parties and all necessary registrations have been completed and after all conditions precedent have been met. 19. Any third party charges (including without limitation, the fees for transferring into or out of the Account) and transaction fees will be charged to the Lender in addition to any Investment Amounts. Any credit card fee incurred for transferring funds shall be incurred immediately upon the money being credited to the Account and the Lender shall be notified of these charges before making such transfer. COMMENCEMENT AND CLOSING OF AN OFFERING 20. If the Offering is permitted by ShareCredit to appear on the Website, the Offering shall be deemed to start on the date of publication on the Website and Lenders may then start making Commitments. By making Commitments, each Lender irrevocably agrees to enter into the Loan Agreement subject to all the terms and conditions of the Offering being satisfied. 21. The Offering shall end on the Offering Closing Date whereupon the Offering Maker shall, if the Target Amount has been reached, accept some or all of the Commitments made by Lenders and complete the Loans. For the avoidance of doubt and subject to the Website Terms, nothing in these Debt Terms shall prevent an Offering

4 Maker from cancelling an Offering at any time prior to the Offering Closing Date. CIRCUMSTANCES WHEN COMMITMENTS ARE REFUNDED 22. After a Lender has committed any Investment Amount to an Offering, it will be non- refundable unless: a. the Offering has passed it the Offering Closing Date without achieving its Target Amount; b. the Offering Maker rejects the Investment Amount from the Investor; or c. ShareCredit cancels the Offering or withdraws it from its Website; in which case, ShareCredit shall instruct the Account Provider to transfer the relevant Investment Amount (being the Commitment Monies referred to in the Website Terms) from the Offering Account to the Standard Account of the relevant Lender. WHEN AN OFFERING IS FULLY ACCEPTED 23. If the Offering reaches the Target Amount before the Offering Closing Date and the Offering Maker accepts the aggregated Commitments then: a. binding Loan Agreements in writing in respect of each Commitment shall be executed by each of the Lenders and the Offering Maker (the Loan Agreement ). Loan Agreements shall be substantially in the form as set out in Schedule 1 hereto incorporating any changes that are required to make the Loan Agreement consistent with the Offering. Each Lender and the Offering Maker authorises ShareCredit Securities to act as their agent to execute the Loan Agreement on its behalf whereupon pursuant to the Loan Agreement, the Lender shall lend to the Offering Maker and the Offering Maker shall borrow on the terms of the Loan Agreement the amount set out in each Commitment; b. any Debenture and/or the Personal Guarantee and Indemnity shall be executed by the relevant parties and delivered to ShareCredit Securities before any funds are released; c. the Offering Maker must procure that in respect of secured debt all necessary forms and resolutions are filed at Companies House or such other place at which registration or notification is required to protect the security. ShareCredit Securities may also make the relevant filings at Companies House and the Offering Maker hereby expressly authorises ShareCredit Securities to make such filings on its behalf should ShareCredit Securities wish to do so. ShareCredit Securities shall not be liable if the filings are not made at Companies House in accordance with the Companies Act 2006 or such other place at which registration or notification is required to protect the security and does not undertake to do so; and d. the Offering Maker must provide evidence to ShareCredit Securities that all appropriate filings have been made at Companies House or such other place at which registration or notification is required to protect the security before any funds are released to the Offering Maker. REPAYMENT 24. The Offering Maker agrees to repay the Loan in accordance with the Loan Agreement. CONSEQUENCES OF DEFAULT 25. The Offering Maker acknowledges and agrees that failure to maintain the repayments on the Loan may result in all or any of the following consequences: a. the total cost of the debt increasing; b. default charges or extra interest being levied against the Offering Maker; c. impaired credit ratings; and/or d. legal proceedings and the associated costs of such proceedings being brought against the Offering Maker.

5 EARLY REPAYMENT 26. The Offering Maker may if it so chooses, repay all (but not part) of the Loan to the Lenders at an earlier date than prescribed in the Loan Agreement. If the Offering Maker elects to pay the Loan back early in addition to repaying the capital amount of the Loan the Offering Maker must pay a full month s interest for the month in which it repays the entire Loan and interest for the following month. DEFAULT AND TERMINATION 27. If any one of the below events occur at any time, the Loan Agreement relating to the Offering shall immediately terminate and the remaining amounts outstanding on the Loan shall become immediately due and payable to the Lenders and/or ShareCredit Securities (acting as agent on behalf of all the Lenders): a. The Offering Maker or its guarantor (if applicable) fails to pay the Lender and/or ShareCredit Securities any payment or repayment 90 days after that payment or repayment has become due; b. The Offering Maker has defaulted on a separate loan that was financed through the Website; c. The Offering Maker s Account with ShareCredit has been terminated for any reason; d. An order has been made to wind up the Offering Maker; e. The Offering Maker has a liquidator, administrator, receiver or trustee appointed over it or any of its assets; f. The Offering Maker is unable to pay its debts as it falls due; or g. The Offering Maker enters into a compromise or arrangement with its creditors generally. SECURITY 28. If the Loan has been secured as a charge against the Offering Maker s assets that charge shall crystallise upon any of the events in clause 27 hereof occurring as well as any of the events specified in the Debenture or charge document. 29. Upon the successful completion of any Offering, all Charged Assets shall be registered at Companies House in the case of companies registered in England and Wales by the Offering Maker within time limits prescribed by the Companies Act ShareCredit Securities (or its nominee) may also register the Charged Assets at Companies House and the Offering Maker hereby gives ShareCredit Securities (or its nominee) irrevocable consent to file notice of such Charged Assets at Companies House. For the avoidance of doubt, ShareCredit Securities (or its nominee) shall not be liable if the Charged Assets are not registered at Companies House in accordance with the Companies Act 2006 and all liability shall rest with the Offering Maker. No funds shall be released to the Offering Maker until evidence has been provided to ShareCredit Securities that all registrations have been effected. 30. All Charged Assets shall be registered in the name of ShareCredit Securities, who shall hold the Charged Assets on trust for the Lenders; 31. If any of the crystallisation events in the Debenture or under these Debt Terms occur, ShareCredit Securities shall have the right, but not the obligation, to sell or assign the Debenture or Charged Assets to a third party at the best price it can reasonably obtain and distribute the proceeds rateably to the Lenders and/or to appoint a receiver subject to the Lenders paying the costs of selling or assigning the Charged Assets and all other costs and fees incurred in such process. 32. If for any reason ShareCredit Securities cannot or does not enforce the Loan Agreement and/or Debenture (either as trustee or agent for each Lender) within a reasonable time period, each Lender shall have an equal right upon any default of the Offering Maker to enforce the Debenture against any amount owing to it.

6 33. If an Offering Maker offers an individual s home as a Charged Asset, both the Offering Maker and the individual having his home secured against the Loan shall acknowledge in writing receipt of the following statements before the Offering starts: a. check that a mortgage will meet your needs if you want to move or sell your home or you want your family to inherit it. If you are in doubt, seek independent advice; b. your home is at risk if you do not keep up repayments on a mortgage or other loan secured on it; and c. if the loan is being repaid in a currency other than sterling the sterling equivalent of your liability under a foreign currency mortgage may be increased by exchange rate movement. NOVATION ON DEFAULT 34. If the Offering Maker defaults on a Loan, all the rights and obligations under the Loan Agreement shall automatically transfer by novation, to the extent that the Loan relates solely to unsecured debt, to ShareCredit Securities who shall hold such on trust for the Lenders. 35. The Offering Maker shall not be entitled to transfer any of its rights and obligations under the Loan Agreement. LENDERS WHO WISH TO SELL LOANS THAT THEY HAVE MADE 36. Each Lender may transfer by assignment his right, title and interest and all associated rights in any Loan Agreement to any other person Assignee who holds an Account with ShareCredit and each Offering Maker hereby irrevocably appoints ShareCredit Securities to sign on its behalf any future assignment of any Loan pursuant to a Loan Agreement. 37. An assignment shall be effected by: a. the Lender giving written electronic notice to ShareCredit Securities that it wishes to assign its rights under a Loan Agreement to an Assignee. This is done by the Lender and the Assignee both completing the appropriate information on the Website; and b. an assignment notice substantially in the form as set out in Schedule 2 (the Assignment Notice being served electronically on the Offering Maker by ShareCredit. 38. The Assignment Notice and the agreement for assignment may be executed by ShareCredit Securities, acting as agent for the Offering Maker, the Lender and the Assignee. SHARECREDIT FEES ON DEBT OFFERINGS 39. The Following Fees are payable on successful Offerings in respect of Debt: Lenders 0.00 Offering Maker an arrangement fee of 0.5% of the aggregate loan amount and a service fee of 1% p.a. of the aggregate average outstanding loan amount for the previous 12 months. 40. The following fees are payable upon the execution of Assignment Notices: Lenders 0.00 Offering Maker 0.00

7 41. The following fees are payable upon the execution of any assignment and upon the execution of any Assignment Notice: Lenders 0.00 Offering Maker 0.00 Assignees ShareCredit reserves the right to modify and/or waive these fees from time to time. AUTHORITY TO DEBIT BANK ACCOUNTS 43. Lenders, Offering Makers and Assignees hereby authorise ShareCredit to debit their bank accounts with such fees as soon as the same are due. TAXATION AND INTEREST 44. Where required by law, the Offering Maker shall deduct any and the proper amount of tax on interest at source and account for this to the relevant tax authority before making a repayment which includes interest and provide Lenders with appropriate certificates of deduction of tax. 45. ShareCredit Securities shall provide each Lender with an annual statement showing the amount of taxable income earned in the prior year and the remaining amount of taxable income that is due to it in relation to each Loan Agreement entered into. 46. The Lender acknowledges and agrees that by entering into a Loan Agreement, it understands the position that arises from various taxation rules and legislation. ANTI-MONEY LAUNDERING 47. ShareCredit or its duly authorised designated custodial service institution or payment institution will perform credit checks, anti-money laundering checks and identification verifications (through third party agencies) on all Offering Makers and Lenders who invest more than 2,000 or such other sum as ShareCredit shall from time to time designate. Offering Makers shall not be entitled to receive any money until satisfactory antimoney laundering checks have been performed on each Offering Maker and on each Lender. DISCLAIMER AND LIABILITY 48. Offering Makers and Lenders acknowledge agree and understand that ShareCredit does not provide any advice or recommendations in relation to Loans and Offerings. 49. ShareCredit does not accept any responsibility for requests for borrowing offered by an Offering Maker. However in the event that an Offering submitted by an Offering Maker is found by ShareCredit to be misleading or unlawful or undesirable before the Offering Closing Date then ShareCredit shall withdraw the Offering from the Website and release all monies committed to that Offering to the Lenders who have made Commitments in respect of such Offerings. 50. ShareCredit s due diligence into an Offering Maker and in respect of an Offering is limited only to ensuring that the company is in existence and registered at Companies House (if applicable). ShareCredit makes no other warranty or representation. 51. ShareCredit is not liable for any default by an Offering Maker. ShareCredit permitting an Offering to be published on the Website is not and must not be taken as an approval or an endorsement of or a recommendation of the Offering or of the Offering Maker or of any part of the Offering. Lenders must exercise their own skill, judgement and their own due diligence before making any Commitment. 52. ShareCredit is not liable for any damages or loss incurred relating to Offerings. Both Offering Makers and Lenders acknowledge and agree to release ShareCredit, its officers, employees, agents and successors from all and any liability actions proceedings or demands arising out of any Offering which they have made or to which they have made a Commitment.

8 GENERAL 53. Offering Makers must not rely on money coming from an Offering until they have received the money in their bank accounts. 54. ShareCredit reserves the right to extend, cancel, interrupt, suspend or remove a Commitment from a Lender for any reason and at any time without assigning any reason for doing so. ShareCredit shall not be liable for any damages as a result of any action taken under this clause. 55. Nothing in these Debt Terms is intended to or shall be deemed to, establish any partnership or joint venture between any of the parties or constitute any party the agent of another party save as expressly herein set out. SCHEDULE 1 THE LOAN AGREEMENT INTRODUCTION 1. This Loan Agreement sets out the terms on which a Lender lends an Investment Amount to an Offering Maker in accordance with the Debt Terms and is made between the Offering Maker specified in Offering (insert the offering Reference from the Website) and the Lender who has made a Commitment in respect of that Offering. In this Agreement the Offering Maker is [NAME] of [ADDRESS] and the Lender is [NAME] of [ADDRESS] and this Agreement is dated [DATE]. 2. When a Lender makes a Commitment, the Lender has irrevocably agreed to enter into this Loan Agreement and has appointed Share Credit Securities Limited to act as the Lender s agent in relation to the execution of this Loan Agreement and matters arising therefrom. The capital amount of the Loan is stated in Appendix 2. DEFINITIONS 3. The following definitions apply in this Loan Agreement. Borrowed Money: any Indebtedness the Offering Maker owes as a result of: a. borrowing or raising money (with or without security), including any premium and any capitalised interest on that money; b. any bond, note, loan stock, debenture, commercial paper or similar instrument; c. any acceptance credit facility or dematerialised equivalent, bill-discounting, note purchase or documentary credit facilities; d. monies raised by selling, assigning or discounting receivables or other financial assets on terms that recourse may be had to the Offering Maker if those receivables or financial assets are not paid when due; e. any deferred payment for assets or services acquired, other than trade credit that is given in the ordinary course of trading and which does not involve any deferred payment of any amount for more than 60 days; f. any rental or hire charges under finance leases (whether for land, machinery, equipment or otherwise); g. any counter-indemnity obligation in respect of any guarantee, bond, indemnity, standby letter of credit or other instrument issued by a third party in connection with the Offering Maker's performance of contracts; h. any other transaction that has the commercial effect of borrowing (including any forward sale or purchase agreement and any liabilities which are not shown as borrowed money on the Offering Maker's balance sheet because they are contingent, conditional or for any other reason); i. any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and when calculating the value of any derivative transaction,

9 only the mark to market value shall be taken into account); and j. any guarantee, counter-indemnity or other assurances against financial loss that the Offering Maker has given for any of the items referred to in paragraphs (a) to (i) of this definition incurred by any person. When calculating Borrowed Money, no liability shall be taken into account more than once. Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business. Event of Default: any event or circumstance listed in clause 19 hereof. Finance Document: the Loan Agreement and, where applicable, the Security Document and/or the Personal Guarantee and Indemnity. Indebtedness: any obligation to pay or repay money, present or future, whether actual contingent, sole or joint and any guarantee or indemnity of any of those obligations. or Loan: the principal amount of the loan made or to be made by the Lender to the Offering Maker under the Loan Agreement or (as the context requires) the principal amount outstanding for the time being of that loan. Potential Event of Default: any event or circumstance specified in clause 19 that would, on the giving of notice, expiry of any grace period or making of any determination under the Finance Documents, or satisfaction of any other condition (or any combination thereof), become an Event of Default. Repayment Instalment: each scheduled instalment for the repayment of the Loan pursuant to the Repayment Table. Repayment Table: the schedule of payments as set out in Appendix 2. ShareCredit: means Share Credit Limited, a private company limited by shares registered in England and Wales under registration number and whose registered address is at 18/F, 40 Bank Street, London E14 5NR. ShareCredit Securities: Share Credit Securities Limited a company incorporated in England and Wales Company No having its registered office at 18/F, 40 Bank Street, London E14 5NR. Security: any mortgage, charge (whether fixed or floating, legal or equitable), pledge, lien, assignment by way of security or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect. Security Document: The Debenture or other Security document in the agreed form, executed or to be executed by the Offering Maker and Share Credit Securities Ltd. Specific terms: means those terms that are set out in the Offering that appears on the Website. Sterling and : the lawful currency of the United Kingdom. User Terms: the terms and conditions of ShareCredit (including, but not limited to, the Privacy Policy, Equity, Debt, and Website Terms) as prevail at the date of this Agreement. In the event that there is any conflict between this Loan Agreement and the Debt Terms the provisions of this Loan Agreement shall prevail. 4. In this Loan Agreement: a. a reference to a person shall include a reference to an individual, firm, company, corporation, partnership, unincorporated body of persons, government, state or agency of a state or any association, trust, joint venture or consortium (whether or not having separate legal personality) and that person's personal representatives, successors, permitted assigns and permitted transferees; b. unless the context otherwise requires, words in the singular shall include the plural and in the

10 plural shall include the singular; c. unless the context otherwise requires, a reference to one gender shall include a reference to the other genders; d. a reference to a party shall include that party's successors, permitted assignees and permitted transferees; e. a reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time; f. a reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision; g. a reference to a time of day is to London time; h. a reference to writing or written includes fax and ; i. an obligation on a party not to do something includes an obligation not to allow that thing to be done; j. a reference to a Finance Document (or any provision of it) or to any other agreement or document referred to in any Finance Document is a reference to that Finance Document, that provision or such other agreement or document as amended (in each case, other than in breach of the provisions of the Loan Agreement) from time to time; k. unless the context otherwise requires, a reference to a clause or Appendix is to a clause of, or Appendix to, this Loan Agreement and a reference to a paragraph is to a paragraph of the relevant Appendix; l. any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; m. a reference to an amendment includes a novation, re-enactment, supplement or variation and amended shall be construed accordingly; n. a reference to assets includes present and future properties, undertakings, revenues, rights and benefits of every description; o. a reference to an authorisation includes an approval, authorisation, consent, exemption, filing, licence, notarisation, registration and resolution; p. a reference to a certified copy of a document means a copy certified to be a true, complete and up-to-date copy of the original document, in writing and signed by a director or the secretary of the party delivering the document; q. a reference to continuing in relation to an Event of Default means an Event of Default that has not been waived by the Lender; r. a reference to determines or determined means, unless the contrary is indicated, a determination made at the discretion of the person making it; s. a reference to a disposal of any asset, undertaking or business includes a sale, lease, licence, transfer, loan or other disposal by a person of that asset, undertaking or business (whether by a voluntary or involuntary single transaction or series of transactions); t. a reference to a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, inter- governmental or supranational body, agency, department or regulatory, self- regulatory or other authority or organisation; and u. Definitions contained in Paragraph 6 of ShareCredit s Debt Terms published on the Website at the date of this Agreement shall be deemed to be incorporated herein.

11 5. The Appendices forms part of the Loan Agreement and shall have effect as if set out in full in the body of the Loan Agreement. Any reference to the Loan Agreement includes the Appendices. PURPOSE 6. The Offering Maker shall borrow and the Lender shall lend the Investment Amount. The Offering Maker shall use all money borrowed under this Loan Agreement for the purpose as set out in the Offering Maker s Offering. 7. The Lender is not obliged to monitor or verify how any amount advanced under this Loan Agreement is used. CONDITIONS PRECEDENT 8. This clause 8 is inserted solely for the benefit of the Lender. a. The Offering Maker is not entitled to receive the Loan until ShareCredit has received all the documents and matters specified in Appendix 1. b. The Lender's obligation to make the Loan is subject to the further conditions precedent that, on the date of the execution of this Loan Agreement the covenants representations and warranties in clauses 17 and 18 as well as any such that are published on the Website in respect of the Offering are true and correct in all material respects and will be true and correct in all material respects immediately after the Lender has made the proposed Loan; and that no Event of Default or Potential Event of Default is continuing or would result from the making of proposed Loan. INTEREST 9. The Offering Maker shall pay interest on the Loan at the rate stated in Appendix 2 on the capital amount of the Loan stated in Appendix 2. Interest shall accrue daily and shall be payable with each Repayment Instalment. If the Offering Maker does not pay a Repayment Instalment on or before the relevant repayment date as set out in the Repayment Table, it may be subject to a late repayment charge of 15% of that Repayment Instalment. COSTS 10. ShareCredit s Fees shall be paid out of the Commitments before the Investment Amount is sent to the Offering Maker. 11. The Offering Maker shall pay any stamp, documentary and other similar duties and taxes to which the Finance Documents may be subject, or give rise and shall indemnify the Lender against any losses or liabilities that it may incur as a result of any delay or omission by the Offering Maker in paying any such duties or taxes. REPAYMENT 12. The Offering Maker shall repay the Loan in full in the timeframe as set out in the Repayment Table and shall set up a method of transferring repayments by electronic means to the Account of the Lender at ShareCredit s authorised payment institution. 13. If one of the Events of Default in clause 19 occur, any and all guarantors shall become jointly and severally liable with the Offering Maker for the repayment of the Loan. PAYMENTS 14. All payments made by the Offering Maker under the Finance Documents shall be in Sterling or in such other currency as is specified in the Offering and made by transferring by direct debit or automated bank transfer. 15. If any payment becomes due on a day that is not a Business Day, the due date of such payment will be extended to the next succeeding Business Day, or, if that Business Day falls in the following calendar month, such due date shall be the immediately preceding Business Day.

12 16. All payments made by the Offering Maker under the Finance Documents shall be made in full, without set-off, counterclaim or condition, and free and clear of, and without any deduction or withholding, provided that, if the Offering Maker is required by law or regulation to make such deduction or withholding, it shall: a. ensure that the deduction or withholding does not exceed the minimum amount legally required; b. pay to the relevant taxation or other authorities, as appropriate, the full amount of the deduction or withholding; c. furnish to the Lender, within the period for payment permitted by the relevant law, either: i. an official receipt of the relevant taxation authorities concerned on payment to them of amounts so deducted or withheld; or ii. if such receipts are not issued by the taxation authorities concerned on payment to them of amounts so deducted or withheld, a certificate of deduction or equivalent evidence of the relevant deduction or withholding. REPRESENTATIONS AND WARRANTIES 17. Save for where disclosed in the Offering, the Offering Maker represents and warrants to the Lender on the date of this Loan Agreement that it: a. is a duly incorporated limited liability company or other legal entity validly existing under the laws of its jurisdiction of incorporation; and b. has the power to own its assets and carry on its business as it is being conducted; and c. has the power and authority to enter into, deliver and perform, and has taken all necessary action to authorise its entry into, deliver and perform the obligations set out in the Finance Documents and the transactions contemplated by them. No limit on its powers will be exceeded as a result of the borrowing or grant of the Security (if applicable) contemplated by the Finance Documents; and d. entering into and performing the transactions contemplated by the Finance Documents, do not and will not contravene or breach of its memorandum and articles of association and any other documents constituting it or any agreement or instrument binding on it or its assets or any law or regulation or judicial or official order, applicable to it. And without prejudice to the generality of the foregoing it warrants that entering into such transactions do not constitute a default or termination event (however described) under any such agreement or instrument binding upon it; and e. it has obtained all required authorisations to enable it to enter into, exercise its rights and comply with its obligations in the Finance Documents and to make them admissible in evidence in its jurisdiction of incorporation. All such authorisations are in full force and effect; and f. its obligations under the Finance Documents are legal, valid, binding and enforceable in accordance with their terms; and g. it is not necessary to file, record or enrol any Finance Document (other than as may be required under the Companies Act 2006 and/ or and, in the case of real property at HM Land Registry) with any court or other authority or pay any stamp, registration or similar taxes relating to any Finance Document or the transactions contemplated by any Finance Document; and h. no Event of Default or Potential Event of Default has occurred or is continuing, or is reasonably likely to result from making the Loan or the entry into, the performance of, or any transaction contemplated by the Finance Documents; and i. no other event or circumstance is outstanding which constitutes (or, with the expiry of a

13 grace period, the giving of notice, the making of any determination or any combination thereof, would constitute) a default or termination event (howsoever described) under any other agreement or instrument which is binding on the Offering Maker or to which any of its assets is subject which has or is reasonably likely to have a material adverse effect on its business, assets or condition or ability to perform its obligations under the Finance Documents; and j. no litigation, arbitration or administrative proceedings are taking place, pending or, to the Offering Maker's knowledge, threatened against it, any of its directors or any of its assets, which might reasonably be expected to have a material adverse effect on its business, assets or condition, or its ability to perform its obligations under the Finance Documents; and k. its audited financial statements for its year end have been prepared in accordance with consistently applied accounting principles, standards and practices generally accepted in the UK and present a true and fair view of its financial condition and operations during the relevant accounting period and (if the Offering Maker is a UK company) were approved by the Offering Maker's directors in pursuant to section 393 of the Companies Act l. the information, in written or electronic format, supplied by, or on its behalf, to the Lender (including, without limitation, the Offering) in connection with the Loan and the Finance Documents was, at the time it was supplied or at the date it was stated to be given (as the case may be): i. if it was factual information, complete, true and accurate in all material respects; ii. if it was a financial projection or forecast, prepared on the basis of recent historical information and on the basis of reasonable assumptions and was fair and made on reasonable grounds; and iii. if it was an opinion or intention, made after careful consideration and was fair and made on reasonable grounds; and iv. is not misleading in any material respect, nor rendered misleading by a failure to disclose other information; and m. if applicable, the Security Document creates (or once entered into, will create): i. valid, legally binding and enforceable Security for the obligations expressed to be secured by it; and ii. subject to registration under section 859A of the Companies Act 2006 and, in the case of real property registration at HM Land Registry, perfected Security over the assets expressed to be subject to security in it, in favour of ShareCredit Securities as nominee for each of the Lenders, having the priority and ranking expressed to be created in the Security Document and ranking ahead of all (if any) Security and rights of third parties except those preferred by law; and n. each of the representations and warranties in this clause 17 is deemed to be repeated by the Offering Maker on: COVENANTS i. the date of the execution of the Loan Agreement; ii. the date that the Loan is actually transferred to the Offering Maker s bank account; and iii. each date immediately succeeding the date on which interest is paid under the Loan Agreement, by reference to the facts and circumstances existing on each such date. 18. The Offering Maker covenants with the Lender that, as from the date of this Loan Agreement until all its liabilities under the Finance Documents have been discharged as follows:

14 a. it will deliver to the ShareCredit Securities all the information required by its Website Terms; and b. it will promptly, after becoming aware of them, notify ShareCredit Securities of any litigation, arbitration or administrative proceedings or claim or matter of the kind described in clauses 17 j and 19 m and 19 n. ShareCredit Securities will then notify the Lender(s); and c. it will promptly obtain all consents or authorisations necessary (and do all that is needed to maintain them in full force and effect) under any law or regulation to enable it to perform its obligations under the Finance Documents and to ensure the legality, validity, enforceability and admissibility in evidence of the Finance Documents in its jurisdiction of incorporation; and d. it will procure that any of its unsecured and unsubordinated obligations and liabilities under the Finance Documents rank, and will rank, at least pari passu in right and priority of payments with all its other unsecured and unsubordinated obligations and liabilities, present or future, actual or contingent, except for those obligations and liabilities mandatorily preferred by law of general application to companies; and e. it will comply, in all respects, with all laws, if failure to do so has or is likely to have a material adverse effect on its business, assets or condition, or its ability to perform its obligations under the Loan Agreement and any Finance Document; and f. it will notify the ShareCredit Securities of any Potential Event of Default or Event of Default (and the steps, if any, being taken to remedy it) promptly on becoming aware of its occurrence; and g. it will carry on and conduct its business in a prudent proper and efficient manner and will not make any substantial change to the general nature or scope of its business as carried on at the date of the Loan Agreement or as set out in the Offering; and h. it will not: i. create, or permit to subsist, any Security on or over any of its assets other than Security created pursuant to the Security Document; or ii. sell, transfer or otherwise dispose of any of its assets on terms whereby such assets are or may be leased to or re-acquired or acquired by it; or iii. sell, transfer or otherwise dispose of any of its receivables on recourse terms; or iv. enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or v. enter into any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Borrowed Money or of financing the acquisition of an asset; and vi. it will not sell, assign, lease, encumber, pledge, transfer or otherwise dispose of in any manner (or purport to do so) all or any part of, or any interest in, its assets other than trading stock in the ordinary course of its business; and assets exchanged for other assets comparable or superior as to type, value and quality. EVENTS OF DEFAULT 19. Each of the events or circumstances set out in this clause 19 is an Event of Default. a. the Offering Maker fails to pay within 90 days of a Repayment Date any sum payable by it under any Finance Document, unless its failure to pay is caused solely by an administrative error or technical problem and payment is made within 5 Business Days of its due date. b. the Offering Maker fails (other than by failing to pay), to comply with any provision of any Finance Document and such default is not remedied within 5 Business Days of the earlier of:

15 i. the Lender and/or ShareCredit notifying the Offering Maker of the default and the remedy required; or ii. the Offering Maker becoming aware of the default. c. any representation, warranty or statement made, repeated or deemed made by the Offering Maker in, or pursuant to any Finance Document is (or proves to have been) incomplete, untrue, incorrect or misleading in any material respect when made, repeated or deemed made. d. If: i. any Borrowed Money is not paid either when due or if later, within any originally applicable grace period (for the avoidance of doubt, this includes any other loans that the Offering Maker has obtained through the Website); or ii. any Borrowed Money becomes due, or capable or being declared due and payable prior to its stated maturity by reason of an event of default (howsoever described); iii. any commitment for Borrowed Money is cancelled or suspended by a creditor of the Offering Maker by reason of an event of default (howsoever described); iv. any creditor of the Offering Maker becomes entitled to declare any Borrowed Money due and payable prior to its stated maturity by reason of an event of default (howsoever described). e. the Offering Maker stops or suspends payment of any of its debts, or is unable to, or admits in writing its inability to, pay its debts as they fall due; f. the value of the Offering Maker's assets is less than its liabilities (taking into account contingent and prospective liabilities); g. a moratorium is declared in respect of any Indebtedness of the Offering Maker; h. any action, proceedings, procedure or step is contemplated or taken for: i. the suspension of payments, a moratorium of any indebtedness, winding up, dissolution, administration or reorganisation (using a voluntary arrangement, scheme of arrangement or otherwise) of the Offering Maker; or ii. the composition, compromise, assignment or arrangement with any creditor; or iii. the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer in respect of the Offering Maker or any of its assets; or iv. the enforcement of any Security over any assets of the Offering Maker; or v. the Offering Maker commences negotiations, or enters into any composition, compromise, assignment or arrangement, with one or more of its creditors with a view to rescheduling any of its Indebtedness (because of actual or anticipated financial difficulties). i. any event occurs in relation to the Offering Maker similar to those in clauses 19 g and h hereof under the laws of any applicable jurisdiction in which the Offering Maker trades or has assets; j. a distress, attachment, execution, expropriation, sequestration or another analogous legal process is levied, enforced or sued on, or against, the Offering Maker's assets; k. any provision of any Finance Document is or becomes, for any reason, invalid, unlawful, unenforceable, terminated, disputed or ceases to be effective or to have full force and effect;