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Note's Agreement


THIS DEED POLL is made on 30 January 2015 by WISEALPHA LIMITED, a company incorporated under the laws of the British Virgin Islands, whose registered address is at Intertrust Corporate Services (BVI) Limited, Nemours Chambers, Road Town, Tortola, British Virgin Islands VG1110 (the "Company").

WHEREAS:

a) The Company has, pursuant to resolutions of its board of directors dated 30 January 2015, authorised the issue of various series of non-negotiable Participation Notes constituted by this Deed Poll.

b) Each series of Notes will be issued on their respective Initial Issue Date.

THIS DEED WITNESSES AND IT IS DECLARED as follows:

1. Interpretation

1.1 Definitions

Unless otherwise defined herein, terms defined in the Conditions or the relevant Final Terms shall have the same meanings herein. In addition, the following expressions have the following meanings:

"Administration Agreement" means the Administration Agreement dated 31 January 2017, as amended or supplemented from time to time, between the Company and WiseAlpha Technologies Limited, whereby the Administrator is appointed and includes any other agreements related to it, as amended or supplemented from time to time;

"Administrator" means WiseAlpha Technologies Limited as defined and appointed under the Administration Agreement, at its specified offices, and its Successors;

"Conditions" means, in respect of the Notes of each Series, the terms and conditions applicable thereto which shall be substantially in the form set out in Schedule 1 to this Deed Poll and incorporating any additional provisions forming part of such terms and conditions set out in the Final Terms (substantially in the form of Schedule 2 to this Deed Poll) relating to the Notes of that Series. Any reference to a particularly numbered Condition shall be construed accordingly;

"Event of Default" means an event described in Condition 13;

"Government Authority" means any nation, sovereign or government, any state, province, territory or other political subdivision thereof, and any entity or authority exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including a central bank or stock exchange;

"Law" means, as to any Person on any date of determination, any domestic, foreign or other statute, law, rule, regulation, judgment, order (including judicial or executive), ordinance, code or rule of common law, decree, permit, concession, grant, franchise, license, agreement, directive, approval, filing, registration, requirement of, or other restriction imposed by, or any similar form of decision of or determination by, or any interpretation or administration of any of the foregoing by, any Governmental Authority, to the extent legally binding on such Person or its assets, or to which such Person or its assets is otherwise legally subject, on and as of such date of determination;

"Noteholder" or, in respect of a Note, "holder" means a Person in whose name a Note is registered in the register of Noteholders;

"Notes" means notes, issued in minimum denominations of £100 each or integral multiples of £0.01 (or the euro equivalent should the Specified Currency be euro) in excess thereof in
 registered form constituted by this Deed Poll and for the time being Outstanding or, as the context
 may require, a specific number or principal amount of them issued pursuant to the Conditions;

"Person" means any individual, partnership, joint venture, firm, corporation, company, entity,
 association, trust or other enterprise or any Governmental Authority;

Provisions for Meetings of Noteholders” means those provisions for all meetings of
 Noteholders as set out in the Administration Agreement;

"Register" has the meaning set out in Condition 4(a);

"Specified Office" means, in relation to an Administrator the office identified with its name as listed
 in the Final Terms or any other office notified to the Noteholders pursuant to Clause 6.12;

"Successor" means, in relation to the Administrator, such other or further Person as may from time
 to time be appointed by the Company as an Administrator and notice of whose appointment is
 given to Noteholders pursuant to Clause 6.12; and

"This Deed Poll" means this Deed Poll (as from time to time altered in accordance with the terms
 of this Deed Poll) and any other document executed in accordance with the terms of this Deed Poll
 (as from time to time so altered) and expressed to be supplemental to this Deed Poll.

1.2 Construction of Certain References

References to:

1.2.1 costs, charges, remuneration or expenses include any withholding, value added, turnover
or similar tax charged in respect thereof; and

1.2.2 an action, remedy or method of judicial proceedings for the enforcement of rights of
creditors shall include references to the action, remedy or method of judicial proceedings in
jurisdictions other than England and Wales as shall most nearly approximate thereto;

1.3 Headings

Headings shall be ignored in construing this Deed Poll.

1.4 Schedules

The Schedules are part of this Deed Poll and have effect accordingly.

1.5 Contracts (Rights of Third Parties) Act 1999

A Person who is not a party to this Deed Poll has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Deed Poll other than the Noteholders and the Administrator as expressly provided for in this Deed Poll and except and to the extent (if any) that this Deed Poll expressly provides for such Act to apply to any of its terms.

2. Amount AND ISSUE of the Notes and Covenant to Pay

2.1 Issue and Amount of the Notes

The Company may from time to time issue Notes of one or more Series on a continuous basis. Upon the issue by the Company of any Notes expressed to be constituted by this Deed Poll, such Notes shall forthwith be constituted by this Deed Poll without any further formality and irrespective of whether or not the issue of such debt securities contravenes any covenant or other restriction in this Deed Poll.

2.2 Separate Series

The provisions of sub-clauses 2.3 and 2.4, and of clauses 3 to 12 of this Deed Poll (all inclusive) and the Provisions for Meetings of Noteholders shall apply mutatis mutandis separately and independently to the Notes of each Series and in such clauses and the Provisions for Meetings of Noteholders the expression "Noteholders" together with all other terms that relate to Notes or their Conditions, shall be construed as referring to those of the particular Series in question and not of all Series unless expressly so provided, so that each Series shall be constituted by a separate trust pursuant to sub-clause 2.3 and that, unless expressly provided, events affecting one Series shall not affect any other.

2.3 Covenant to Pay

Subject to the Conditions, the Company shall on any date when the Notes or any of them become due to be redeemed in accordance with the Conditions or any principal or default interest on the Notes or any of them becomes or become due to be repaid in accordance with the Conditions, unconditionally pay or procure to be paid to the relevant Noteholder in the relevant Specified Currency in immediately available funds the principal amount of the Notes or any of them becoming due for redemption on that date together with any applicable premium and additional amounts provided that: (a) payment of any sum due in respect of the Notes made to or to the order of the Administrator as provided in the Administration Agreement will, to that extent, satisfy such obligation except to the extent that there is failure in its subsequent payment to the relevant Noteholders under the Conditions; and (b) a payment made after the due date or pursuant to Condition 10 will be deemed to have been made on the Business Day after the full amount due (including default interest accrued, if any) has been received by the Administrator and notice to that effect has been given to the Noteholders (if required under Clause 6.7) except (if payment is made to the Administrator) to the extent that there is failure in the subsequent payment to the relevant Noteholders under the Conditions.

2.4 Discharge

Any payment to be made in respect of the Notes by the Company may be made as provided in the Conditions and any payment so made will to such extent be a good discharge to the Company.

3. Form of the Notes

3.1 Issue

The initial issue and delivery of the Notes on each Initial Issue Date shall be complete on the issue of the Final Terms relating to a Series duly authenticated by the Administrator and completion of the register of Noteholders by the Administrator appending the relevant Final Terms thereto. Any subsequent issuance of Notes of the same “up to” Series (pursuant to Condition 15(b)) on any subsequent Issue Date shall be completed by the issuance thereof and payment therefor. The Issuer will subsequently procure that the Administrator promptly annotate the register of Noteholders with the details of such issuance.

3.2 Redemption

Upon full or partial redemption of any of the Notes for any reason, a notation shall be made by the Administrator in the register of Noteholders reflecting such event.

3.3 Entitlement to Treat Holder As Owner

A Noteholder shall (save as otherwise required by Law) be treated as the absolute owner of a Note registered in its name for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any interest in it or any writing on) and no Person will be liable for so treating the holder. Payments made to such holder in accordance with the Conditions will be valid and effective to satisfy and discharge the liability for relevant moneys payable on the Notes to such holder.

4. Stamp Duties

The Company shall pay any stamp, issue, registration, documentary, transfer or other taxes, including interest and penalties, payable in respect of the creation, issue and offering of the Notes and the execution or delivery of this Deed Poll.

5. Further Issues

5.1 Liberty to Create

Pursuant to Condition 15 (Further Issues), the Company may, from time to time without the consent of the Noteholders, create and issue Further Notes.

5.2 Means of Constitution

Except in relation to any Further Notes issued as part of an existing “up to” Series pursuant to Condition 15(b), any Further Notes created and issued pursuant to the provisions of Clause 5.1 so as to form a single series with the Notes or an existing Series thereof shall be constituted by a deed supplemental to this Deed Poll and any other Further Notes created and issued pursuant to the provisions of Clause 5.1 may, be so constituted. The Company shall, prior to the issue of any Further Notes to be so constituted, execute and deliver a deed supplemental to this Deed Poll (if applicable duly stamped or denoted) and containing a covenant in the form mutatis mutandis of Clause 2 of this Deed Poll in relation to the principal and interest (or other return) in respect of such Further Notes.

5.3 Meetings of Noteholders

The Provisions for Meetings of Noteholders shall apply equally to Noteholders and to holders of any securities issued pursuant to the Conditions as if references in it to "Notes" and "Noteholders" were also to such securities and their holders respectively.

5.4 Notice of Further Issues

Except in relation to any Further Notes issued as part of any existing “up to” Series pursuant to Condition 15(b), whenever it is proposed to create and issue any Further Notes, the Company shall give to the Noteholders not less than two (2) Business Days' notice in writing of its intention to do so, stating the amount of Further Notes proposed to be created or issued.

5.5 Separate Series

Any Further Notes not forming a single series with an existing series of the Notes shall form a separate series and accordingly the provisions of Clauses 2.2 shall apply mutatis mutandis to such Notes separately and independently to the Notes of each such existing series and in such Clauses and Schedule the expressions "Notes" and "Noteholders" shall be construed accordingly.

6. General Covenants

So long as any Note is outstanding, the Company covenants to and shall:

6.1 General Compliance

Comply with, perform and observe the provisions of this Deed Poll and the Conditions;

6.2 Notice of Events of Default

Notify the Noteholders immediately on becoming aware of the occurrence of any Event of Default;

6.3 Information

So far as permitted by applicable Law, procure such opinions, certificates, information and evidence as the Company shall reasonably require and in such form as it shall reasonably require for the purpose of the discharge or exercise of the duties, trusts, powers, authorities and discretions vested in it under this Deed Poll or by operation of Law;

6.4 Information Material to Noteholders

Make available to the Administrator (without cost to the Administrator) as many further copies or translations as they may request in order to satisfy any reasonable request from Noteholders from time to time;

6.5 Notices to Noteholders

All notices shall be issued at the expense of the Company;

6.6 Further Acts

So far as permitted by applicable Law, execute all such further documents and do such further things as may be necessary to give effect to this Deed Poll and the Notes;

6.7 Notice of Late Payment

Forthwith upon becoming aware dispatch notice to the Noteholders in accordance with Condition 14 of any unconditional payment to the Administrator of any sum due in respect of the Notes that by the time of such notice has not been made or was made after the due date for such payment;

6.8 Deed Poll

Comply with and perform and observe all the provisions of this Deed Poll which are expressed to be binding on it, including the Conditions and the Provisions for Meetings of Noteholders;

6.9 Filing, Registration and Reporting

Duly and punctually comply with or procure that there is complied with all filing, registration, reporting and similar requirements required in accordance with applicable Law from time to time relating in any manner whatsoever to this Deed Poll and the Notes;

6.10 Consents, Approvals and Authorisations

Obtain, comply with and do all that is necessary to maintain in full force and effect any governmental or regulatory consents, approval, authorisation, resolution, license or exemption required by the Company relating in any manner whatsoever to this Deed Poll and the Notes;

6.11 Administration Agreement

Comply with all its obligations under the Administration Agreement; and

6.12 Change in the Administrator

Give not less than 14 days' prior notice to the Noteholders of the removal of the Administrator and/or the appointment of a further Administrator or another Administrator (as the case may be) and/or any resignation of any Administrator, or of any change in any specified office of any of the above.

7. Proof of Default

7.1 Proof of Default

Proof that the Company has failed to issue payment of a sum due to the holder of any one Note will (unless the contrary be proved) be sufficient evidence that it has made the same default as regards all other Notes which are then payable.

7.2 Consents

Where under this Deed Poll provision is made for the exercise of any discretion by the Company, any such discretion may be exercised as the Company may think fit and all such consents and approvals may be given or exercised with retrospective effect.

8. Modification

The Notes, the Conditions, this Deed Poll, any Investment Contract and the Administration Agreement may be amended without the consent of the Noteholders, except to determine any matter relating to an Event of Default pursuant to Condition 13 (Events of Default) and provided always that in relation to any amendment to the Notes, these Conditions, this Deed Poll, any Investment Contract or the Administration Agreement, the Company shall act reasonably and in good faith and not in manner which is materially prejudicial to the Noteholders. Any such modification, waiver or authorisation will be binding on the Noteholders and any such modifications will be notified by the Company to the Noteholders as soon as practicable thereafter.

9. substitution

The Company may, without the consent of Noteholders, substitute itself with another company in accordance with Condition 16 (Substitution).

10. Currency Indemnity

10.1 Currency of Account and Payment

The relevant Specified Currency is the currency of account and payment for all sums payable by the Company under or in connection with this Deed Poll and the Notes, including damages shall be made in the Specified Currency.

10.2 Extent of Discharge

Any amount received or recovered in a currency other than the relevant Specified Currency (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the winding-up or dissolution of the Company or otherwise) by any Noteholder in respect of any sum expressed to be due to it from the Company will only discharge the Company to the extent of the Specified Currency amount which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so).

10.3 Indemnity

If that Specified Currency amount is less than the Specified Currency amount expressed to be due to the recipient under this Deed Poll or the Notes, the Company shall indemnify it against any loss sustained by it as a result. In any event, the Company shall indemnify the recipient against the cost of making any such purchase.

10.4 Indemnities Separate

The indemnity in this Clause 10 constitutes a separate and independent obligation from the other obligations in this Deed Poll, will give rise to a separate and independent cause of action, will apply irrespective of any indulgence granted by any Noteholder and will continue in full force and effect despite any judgment, order, claim or proof for a liquidated amount in respect of any sum due under this Deed Poll and/or the Notes or any other judgment or order. No proof of actual loss may be required.

10.5 Continuing Effect

This Clause 10 will continue in full force and effect even if the Notes are no longer Outstanding or this Deed Poll have been discharged.

11. Communications

Any notice required to be given under this Deed Poll to any of the parties shall be made in (or translated into) the English language and shall be by letter sent by registered post or courier or by fax to the Company:

WiseAlpha Limited
C/O Intertrust Corporate Services (BVI) Limited
Nemours Chambers
Road Town
Tortola
British Virgin Islands
VG1110

Email:compliance@wisealpha.com

With a copy to:

WiseAlpha Technologies Limited
Level 39, One Canada Square,
Canary Wharf, London
E14 5AB

Email: compliance@wisealpha.com

Any notice or demand sent by post as provided in this Clause shall be deemed (unless any relevant part of the postal service is affected by industrial action) to have been given, made or served three (3) days (in the case of inland post) or seven (7) days (in the case of overseas post) after despatch and any notice sent by fax as provided in this Clause shall be deemed to have been given, made or served 24 hours after despatch and receipt of confirmation of error-free transmission (if received during business hours and, if not, on the next Business Day in the place of receipt). Subject thereto, neither the non-receipt of, nor the time of receiving, any such confirmation of a notice given by fax as is referred to above shall invalidate or affect such notice or the time at which it is deemed as provided above to have been given.

Any of the parties named above may change its address for the purpose of this Clause by giving notice of such change to the other parties to this Agreement.

12. Force Majeure

Notwithstanding anything to the contrary in this Deed Poll, the Company shall not in any event be liable for any failure or delay in the performance of its obligations hereunder if it is prevented from so performing its obligations by any existing or future Law, any existing or future act of Government Authority, Act of God, flood, war (whether declared or undeclared), terrorism, riot, rebellion, civil commotion, strike, lockout, other industrial action, general failure of electricity or other supply, aircraft collision, technical failure, accidental or mechanical or electrical breakdown, computer failure or failure of any money transmission system.

13. Governing Law and Jurisdiction

13.1 Governing Law

This Deed Poll and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law.

13.2 Jurisdiction

The courts of England are to have jurisdiction to settle any disputes which may arise out of or in connection with this Deed Poll or the Notes and accordingly any legal action or proceedings arising out of or in connection with this Deed Poll or the Notes ("Proceedings") may be brought in such courts. The Company irrevocably submits to the jurisdiction of such courts and waives any objections to Proceedings in such courts on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This submission is for the benefit of each of the Noteholders and shall not limit the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).

 

Schedule 1
Terms and Conditions of the Notes

The following is the text of the terms and conditions of the Notes (the “Conditions”), which contain summaries of certain provisions of the Deed Poll, and which subject to completion and amendment in accordance with the provisions of the relevant Final Terms and as provided for in the Deed Poll and the Link Investor Agreement  (as defined below) will apply to all Notes issued. All capitalised terms that are not defined in these Conditions will have the meanings given to them in the Deed Poll, the Investor Agreement or the relevant Final Terms. References in the Conditions to “Notes” are to the Notes of one Series only, not to all Notes that may be issued under this Note programme.

The Notes are constituted by, are subject to, and have the benefit of, a deed poll dated 30 January 2015 (as may be further amended or supplemented from time to time, the “Deed Poll”), made by WiseAlpha Limited (the “Issuer”).

The Issuer has authorised the creation, issue and sale of the Notes for the sole purpose of providing the funds to the Issuer to finance the purchase of the Issuer’s participation in certain Investments, subject to, and in accordance with, the terms of the relevant Investment Contract governing each Investment between the relevant Obligor and the lenders set out therein. Each issuance of a series of Notes pursuant to these Conditions on the Initial Issue Date specified in the Final Terms shall correspond to the Issuer’s participation in a specific Investment in an amount equal to the Initial Investment Amount.

In each case where amounts of principal, interest, other return and additional amounts (if any) are stated herein or in the Deed Poll to be payable in respect of the Notes, the obligations of the Issuer to make any such payment shall constitute a obligation only to account to the Noteholders on each date upon which such amounts of principal, interest, other return and additional amounts (if any) are due in respect of the Notes, for an amount equivalent to sums of principal, interest and additional amounts (if any) actually received in relation to the relevant Investment pursuant to the related Investment Contract less the Permitted Expenses. The terms of such Investment are subject to amendment in accordance with the provisions of the relevant Investment Contract and the provisions relating to such Investment (the key terms of which are detailed in each Final Terms) are accordingly subject to amendment. Upon such amendment, the terms of the Notes will automatically be updated to reflect such amendments and the Issuer will promptly notify all relevant Noteholders of such amendments where reasonably practicable prior to such amendments taking effect but as soon as is reasonably practicable thereafter if it is not possible for the Issuer to provide prior notice.

Payments in respect of the Notes will be made (subject to the receipt of the relevant funds from each Obligor) pursuant to an administration agreement dated 31 January 2017, made between the Issuer and WiseAlpha Technologies Limited as administrator (the “Administrator”) (as may be amended or supplemented from time to time, in the “Administration Agreement”). References herein to Administrator shall include any additional or successor administrator.

Copies of the Deed Poll, the Administration Agreement and the Final Terms are available for inspection at the principal office of the Issuer being, at the date hereof, and at the specified office of the Administrator.

The statements contained in these Conditions include summaries or restatements of, and are subject to, the detailed provisions of the Deed Poll, each Investment Contract, the Investor Agreement , the Final Terms and the Administration Agreement (if applicable). Noteholders are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions thereof. Expressions used but not defined in these Conditions shall, if defined in the Deed Poll, Investor Agreement or Final Terms, have the meanings ascribed to such terms therein.

1. Definitions and Interpretation

The following terms used in these Conditions shall have the following meanings:

Accrual Period” means, in respect of any Note:

i) in respect of the initial Accrual Period for such Note, the period from (but excluding) the Issue Date to (and including) the next following Payment Date; and

ii) in respect of all other Accrual Periods for such Note, the period from (but excluding) a Payment Date to (and including) the next following Payment Date.

"Business Day” means a day other than a Saturday or Sunday on which commercial banks
 and foreign exchange markets settle payments generally in London.

Early Redemption Amount” means (i) the principal proceeds actually received (and identified as
 such) by the Issuer in relation to any early redemption of the relevant Investment pursuant
 to the terms of the relevant Investment Contract less any Permitted Expenses and in respect
 of each Note corresponding to the same Investment, such Early Redemption 
 Amount as allocated to each such Note based on its pro rata share of the Investment Amount
 in such Investment or (ii), in respect of a redemption made pursuant to Condition 7(b)(ii), the
 pro rata share attributable to the redeeming Notes being the market value of such Investment
 determined by the Issuer in its absolute discretion less the Redemption Charge.

“Euro” or “” means the currency of the member states of the Euro-zone.

Final Redemption Amount” means the principal proceeds actually received (and identified as
 such) by the Issuer in relation to the maturity of the relevant Investment on the Maturity Date
 pursuant to the terms of the relevant Investment Contract less any Permitted Expenses and,
 in respect of each Note corresponding to the same Investment, such Final Redemption
 Amount as allocated to each such Note based on its pro rata share of the Investment Amount in
 such Investment.

Investment Amount” means, in relation to a specific Investment, at any time, the sum of the
 nominal value of the Notes issued corresponding to the nominal amount of the Issuer’s
 participation in such Investment (as may be reduced by a prepayment or payment of principal,
 interest or other return pursuant to these Conditions), and in relation to any given Noteholder is equal
 to Notes of a nominal value corresponding to such Noteholder's pro rata share of the Investment
 Amount, in each case that are Outstanding, the “Initial Investment Amount” being the amount
 specified as such in the Final Terms.

Investment Contract” has the meaning given to such term in the Investor Agreement and for each
Note is as set out in the relevant Final Terms.

Investor Agreement” means the investor agreement executed by each Noteholder reflecting its
 agreement with the Issuer in relation to any investment in any Notes issued by the Issuer and the
 terms related thereto.

Issue Date” means each date on which Notes are issued as provided for in these Conditions, the
Initial Issue Date” being the date specified as such in the Final Terms.

Maturity Date” means the maturity date of each series of Notes.

Note Periodic Payment Date” means the date specified in the Final Terms.

Obligor” has the meaning given to such term in the Investor Agreement and for each Note is as set
out in the relevant Final Terms.

Outstanding” means, in relation to the Notes, all the Notes issued except (a) those which have
 been redeemed in accordance with the Conditions, (b) those in respect of which the date for
 redemption has occurred and the redemption moneys (including all interest or other return accrued
 on such Notes to the date for such redemption) have been duly paid to the Administrator or distributed
 to the Noteholder(s) directly, as applicable, and remain available for payment against presentation
 of the Notes, (c) those in respect of which claims have become void or in respect of which claims
 have become prescribed, (d) those which have been purchased and cancelled as provided in the
 Conditions; provided, that for the purposes of (1) ascertaining the right to attend and vote at any
 meeting of the Noteholder(s) and (2) the determination of how many Notes are outstanding for the
 purposes of Condition 11 (Meetings of Noteholders; Modification and Waiver), those Notes which
 are beneficially held by, or are held on behalf of, the Issuer and not cancelled shall (unless and
 until ceasing to be so held) be deemed not to remain outstanding.

Payment Date” means a Note Periodic Payment Date and/or Redemption Payment Date, as the
 case may be.

Permitted Expenses” means, (i) the Services Fee; and (ii) a recovery fee comprising those fees,
 costs and expenses properly incurred by the Issuer in relation to any material amendment or
 restructuring (or analogous event) of any Investment (the “Recovery Fee”), provided
 however that such Recovery Fee may not exceed 2 per cent. of the relevant Investment Amount
 (any Recovery Fee in excess of such amount being for the account of the Issuer), together with all
 legal fees and expenses and the fees and expenses of any other professionals including but not
 limited to accountants and valuers incurred by the Issuer in connection with acquiring or disposing
 of any Investment or any material amendment or restructuring referred to above.

“Pounds”, “sterling” and “£” denote the lawful currency of the United Kingdom.

“Rate of Return” means interest or other rate of return specified in the Final Terms.

Redemption Amount” means either the Early Redemption Amount or the Final Redemption
 Amount, as the case may be.

Redemption Charge” means 0.25 per cent. of the market value of the Note as determined by the
 Issuer in its absolute discretion at the Redemption Date.

Redemption Date” means the Maturity Date, any other Business Day specified as such by the
 Issuer following a repayment of principal or any other amounts in relation to the relevant
 Investment pursuant to Condition 7(b) or Condition 7(c), or such date designated as such following
 an Event of Default pursuant to Condition 13 (Events of Default), any such payment limited always
 to the amounts the Issuer actually receives (and identified as such) in relation to the relevant
 Investment pursuant to the terms of the Investment Contract, less any Permitted Expenses.

Redemption Payment Date” means such date(s) that fall as soon as reasonably practicable on or
 following the Redemption Date, as notified to Noteholders pursuant to Condition 14 (Notices) on
 which the Early Redemption Amount or Final Redemption Amount is paid to the Noteholders.

Seller” means the entity from which the Issuer has purchased a participation in the relevant
 Investment.

Services Fee” has the meaning given to such term in the Investor Agreement .

Terms of Use” has the meaning given to such term in the Investor Agreement .

2. Status

a) The sole purpose of the issue of the Notes is to provide the funds for the Issuer to finance its participation in or purchase of Investments. The Notes represent the Issuer’s investment in such Investments and the Issuer will account to the Noteholders for an amount equivalent to sums of principal, interest, other return and additional amounts (if any) actually received (and identified as such) by or for the account of the Issuer pursuant to the relevant Investment Contract less any Permitted Expenses.

b) The Issuer shall not be liable to make any payment in respect of the Notes other than as expressly provided herein and in the Deed Poll.

c) Noteholders have notice of, and are deemed to have accepted, these Conditions, the Final Terms, the Investor Agreement , the Terms of Use  and the contents of the Deed Poll and the provisions in the Administration Agreement in each case as applicable to them, and have hereby accepted that:

i) the Issuer does not make any representation or warranty in respect of, or shall at any time have any responsibility for, or, save as otherwise expressly provided in the Deed Poll, liability or obligation in respect of the performance and observance by any Obligor of its obligations under the relevant Investment Contract or by any Seller of its obligations to the Issuer or the recoverability of any sum of principal, interest, other return or any additional amounts due or to become due from any Obligor or Seller in relation to such Investment Contract;

ii) the Issuer shall not at any time have any responsibility for, or obligation or liability in respect of, the condition, financial or otherwise, creditworthiness, affairs, status or nature of any Obligor;

iii) the Issuer shall not at any time be liable for any representation or warranty or any act, default or omission of any Obligor under or in respect of any Investment Contract;

iv) the Issuer shall not at any time have any responsibility for, or liability or obligation in respect of, the performance and observance by the Administrator, any other administrator of its respective obligations under the Administration Agreement; and

v) the financial servicing and performance of the terms of the Notes depend upon both (a) the performance by the relevant Obligor of its obligations under the Investment Contract and its covenant to make payments under each Investment Contract and its credit and financial standing and (b) the performance by any Seller of the relevant Investment of its contractual obligations to the Issuer.

The obligations of the Issuer in respect of the Notes rank pari passu and rateably without any preference among themselves.

No proprietary or other direct interest in the Issuer’s rights under or in respect of any Investment Contract, or any Investment, exists for the benefit of the Noteholders. Subject to the terms of the Deed Poll, no Noteholder will have any entitlement to enforce the Investment Contract or direct recourse to the Obligor or any Seller. The Issuer shall not be required to take proceedings to enforce payment in respect of any Investment Contract unless it has been indemnified and/or secured by the Noteholders to its satisfaction.

3. Form, Denomination, Title and Status, Issuance of Notes

a) Form and denomination: The Notes will be issued in registered form, in minimum denominations of £100 each and integral multiples of £0.01 in excess thereof (or the euro equivalent, should the Specified Currency of the relevant Investment be euro) and are non-transferable save by operation of law. The Notes constitute direct, general and unconditional obligations of the Issuer which rank pari passu among themselves; and at all times rank at least pari passu with all other future unsecured obligations of the Issuer, except for those obligations as may be preferred by law.

b) Rate of Return: A Note will bear the rate of interest (or other return) applicable to the underlying Investment adjusted for the Permitted Expenses and as further detailed in Condition 6 (Rate of return).

c) Issuance of Notes: Notes will initially be issued on each Initial Issue Date in an Initial Investment Amount specified in the Final Terms, such Initial Investment Amount being equal to the nominal amount of the Issuer’s participation in the underlying Investment. Any subsequent Notes of the same Series will be issued on the same basis (that is corresponding to the nominal amount of the relevant Investment).

d) Issues by series: Notes shall correspond to the Issuer’s participation in a specific Investment and, in respect of each Investment, shall be issued as a separate series of Notes (each a “Series”) in an amount up to the maximum amount specified in the relevant Final Terms. Where Notes have either (i) been redeemed in accordance with Condition 7(b)(ii) or (ii) in circumstances where the Issuer acquires further investments in the same Investment, the Issuer may without the consent of the Noteholders of that Series issue Further Notes (as defined below) up to the maximum amount specified in the relevant Final Terms.

4. Register, Title and Transfers

a) The Administrator will maintain a register outside of the United Kingdom (the “Register”) in respect of the Notes in accordance with the provisions of the Administration Agreement. In these Conditions the “holder” of a Note means the person in whose name such Note is for the time being registered in the Register and “Noteholder” shall be construed accordingly. No certificates will be issued to Noteholders in respect of their registered holding(s).

b) The holder of each Note shall (except as otherwise required by law) be treated as the absolute owner of such Note for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any other interest therein, any writing on the Note relating thereto (other than the endorsed form of transfer) or any notice of any previous loss or theft of such Note) and no person shall be liable for so treating such holder.

c) The Notes are non-transferable and no application has been or will be made to any investment or stock exchange for the Notes to be listed or dealt in or on.

5. General Provisions Relating to Determinations

Determinations: The Issuer will calculate:

i) the Permitted Expenses in respect of each Payment Date;

ii) the Redemption Amount in respect of the Notes in respect of any Redemption Date; and

iii) any Rate of Return payable in respect of each Note in respect of any Note Periodic Payment Date,

and, as soon as practicable thereafter cause a record of any such value or amount so calculated to be made available at its offices and notified to the Administrator (and any other administrator (if any) appointed by the Issuer) and the Issuer. The obtaining of each quote and the making of each calculation by the Issuer shall (in the absence of manifest error) be final and binding upon all parties.

6. Rate of Return

Rate of Return:

i) Each Note bears interest or another return on its Investment Amount from (and including) the relevant Issue Date on the Notes Periodic Payment Basis set out in the Final Terms. Accordingly, on each Note Periodic Payment Date, the Issuer shall account to the Noteholders for an amount equivalent to the amounts of interest or other return actually received (and identified as such) by or for the account of the Issuer under the relevant Investment Contract, less any Permitted Expenses.

ii) Periodic Payments of interest, or other return, if any, will be made as set out in Condition 8 (Payments) to the Noteholders in respect of each Note Periodic Payment Date and will be payable in the Specified Currency and in respect of each Note issued corresponding to the same Investment. The Periodic Payment will comprise the amount of interest or other return actually received (and identified as such) by the Issuer in relation to the relevant Investment then allocated to each relevant Note based on such Note’s pro rata share of the related Investment Amount.

Accrual of Interest: The rate of return shall cease to accrue on each Note on the due date for redemption unless, upon due presentation, payment is improperly withheld or refused, in which event the return shall continue to accrue (as well after as before judgment) at the rate and in the manner provided in this Condition 6 to the Relevant Date (as defined in Condition 8 (Payments)).

7. Redemption and Purchase

a) Final Redemption: Unless any Investment is previously prepaid or repaid pursuant to the terms of the relevant Investment Contract, each Obligor will be required to repay each Investment on the Maturity Date. Subject to such repayment, as set forth in the Investment Contract, all the Notes then Outstanding corresponding to such Investment will on that date be redeemed or repaid by the Issuer in the Specified Currency on the Maturity Date specified in the Final Terms at their Final Redemption Amount.

b) Early Redemption: (i) If any Investment should become repayable in full (and be repaid in full) pursuant to the relevant Investment Contract (or otherwise the Issuer ceases to hold the Investment) prior to its Maturity Date, all Notes then Outstanding corresponding to such Investment will thereupon become due and redeemable or repayable at their Early Redemption Amount; and (ii) Noteholder(s) may, on giving eight Business Days’ written notice seek to redeem their Note(s) at their Early Redemption Amount, provided however that the Issuer may decline in its absolute discretion to fulfil (in whole or in part) a redemption notice given under this Condition 7(b)(ii) in which case the Notes unredeemed will continue in existence.

c) To the extent that the Issuer receives amounts of principal, interest or other amounts (subject always to payment of any Permitted Expenses) following an acceleration and/or enforcement, as the case may be, of any Investment, the Issuer shall pay an amount equivalent to such amounts actually received (and identified as such) in relation to the relevant Investment, as the case may be, less any Permitted Expenses and for the purposes of these Conditions, any such amounts will constitute “Early Redemption Amounts” and the relevant date shall be a “Redemption Date”.

d) Purchase: The Issuer may at any time and from time to time purchase Notes in the open market or by tender or by private agreement at any price for the purpose of providing liquidity to a Noteholder. All such Notes purchased by the Issuer shall be cancelled and may not be reissued or sold.

8. Payments

a) Payments of Rate of Return and Principal: Any payments of a periodic nature and Redemption Amounts shall be made to an account of the Noteholder denominated in the Specified Currency, and as notified by the relevant Noteholder to the Issuer or pursuant to a notice subsequently given to the Issuer by the Noteholder no later than four Business Days prior to the relevant Payment Date, as applicable.

b) Payments Subject to Fiscal Laws: All payments in respect of the Notes are subject in all cases to any applicable fiscal or other laws and regulations in the place of payment (including, without limitation, requirements applicable in any place of payment to withhold or deduct for or on account of tax). No commissions or expenses shall be charged to the Noteholders in respect of such payments.

c) Payments on Business Days: If the due date for payment of any amount in respect of any Note is not a Business Day, the Noteholder shall not be entitled to payment of the amount due until the next succeeding Business Day in such place and shall not be entitled to any further interest or other payment in respect of any such delay.

d) Limited recourse: In each case where amounts of principal, interest, other return and additional amounts (if any) are stated herein or in the Deed Poll to be payable in respect of the Notes, the obligations of the Issuer to make any such payment shall constitute an obligation only to account to the Noteholders on each date upon which such amounts are due in respect of the Notes, for an amount equivalent to sums of principal, interest, other return and additional amounts (if any) actually received (and identified as such) in relation to the relevant Investment pursuant to the related Investment Contract less the Permitted Expenses.

9. Administrator

In acting under the Administration Agreement and in connection with the Notes, the Administrator acts as agent of the Issuer and does not assume any obligations towards or relationship of agency or trust for or with any of the Noteholders.

The initial Administrator and its initial Specified Office is listed in the Final Terms. The Issuer reserves the right at any time to vary or terminate the appointment of the Administrator and to appoint a successor administrator and additional administrators; provided, however, that the Issuer shall at all times maintain an Administrator.

Prior written notice shall be given to the Noteholders of any change in the Administrator or in its Specified Office.

10. Taxation

The Issuer shall not be required to gross up any payments made to the Noteholders and shall withhold or deduct from any such payments any amounts on account of such tax where so required by law or any such relevant tax authority. Any withholding or deduction shall not constitute an Event of Default under Condition 13 (Events of Default).

11. Meetings of Noteholders; Modifications

The Notes, these Conditions, the Deed Poll, any Investment Contract and the Administration Agreement may be amended without the consent of the Noteholders, except to determine any matter relating to an Event of Default pursuant to Condition 13 (Events of Default) and provided always that, in relation to any amendment to the Notes, these Conditions, the Deed Poll, any Investment Contract or the Administration Agreement, the Issuer shall act reasonably and in good faith and not in a manner which is materially prejudicial (such determination of materiality to be made solely by the Issuer) to the Noteholders. Any such modification, waiver or authorisation will be binding on the Noteholders and any such modifications will be notified by the Issuer to the Noteholders as soon as practical thereafter.

The Administration Agreement contains provisions for convening meetings of Noteholders to consider any amendment that may require the consent of the Noteholders pursuant to this Condition 11 and/or any matter relating to an Event of Default. Noteholders will vote according to the principal amount of their Notes. Any resolution duly passed at a meeting of Noteholders will be binding on all the Noteholders, whether present or not.

The Administration Agreement provides that a written resolution signed by the holders of 75 per cent. in nominal amount of the Notes outstanding shall take effect as if it were an Extraordinary Resolution. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Noteholders.

No Noteholder is entitled to claim from the Issuer any indemnification or payment in respect of any tax consequence of any such exercise upon individual Noteholders.

12. Prescription

Notes will become void unless presented for payment within 10 years (in the case of principal) or five years (in the case of any periodic return) from the due date for payment in respect thereof.

13. Events of Default

A Noteholder shall be entitled by notice in writing to the Issuer to require the Issuer to immediately redeem all or part (in integral multiples of £1 nominal amount) of the Notes together with accrued interest (after deduction of tax) up to but excluding the date of redemption on the occurrence of any of the following events (each an “Event of Default”, such date of redemption constituting a “Redemption Date” and the relevant payment date constituting a “Redemption Payment Date” in each case for the purpose of these Conditions):

a) Non-Payment: Default is made for more than 14 calendar days (in the case of any periodic return) or 7 calendar days (in the case of principal) in the payment on the relevant due date in respect of any of the Notes, provided however that it shall not be a Non-Payment Event of Default where the Issuer can demonstrate that such failure to pay within such 14 or 7 calendar day period, as the case may be, was due entirely to an error or omission or an administrative or operational nature and at all times between the time at which the relevant transfer was due and the time of such demonstration funds were available for the Issuer to make the relevant transfer by such time and such payment is made by the Issuer within 20 Business Days after notice of such failure is given to the Issuer; or

b) Winding-Up: Any order shall be made by any competent court or any resolution passed for the winding-up or dissolution of the Issuer save for the purposes of amalgamation, merger, consolidation, reorganisation or any other similar arrangement on terms approved by an Extraordinary Resolution (as defined in the Administration Agreement) of the Noteholders; or

c) Inability to Pay: The Issuer stops payment generally (within the meaning of any applicable bankruptcy law), admits in writing its inability to pay its debts generally as and when they fall due, applies for or consents to or suffers the appointment of an administrator or receiver of the whole or any part of its undertaking, property, assets or revenues or makes an arrangement or composition with its creditors generally or makes an application to a court of competent jurisdiction for protection of its creditors generally.

14. Notices

All notices to the Noteholders shall be deemed to have been duly given if posted to such holders at their respective addresses as shown on the Register.

15. Further Issues

a) Further Issues: The Issuer may from time to time, without the consent of the Noteholders, create and issue further Notes including (and as set out in more detail in Condition 15(b) below) Notes having the same terms and conditions as the Notes in all respects (or in all respects except for the amount and the date of the first payment of any periodic return) so as to be consolidated and form a single series with the Notes (such Notes being “Further Notes”). Such Further Notes shall also be constituted by the Deed Poll.

b) Up to Series: Where a Series of Notes is designated as an “up to” Series in the Final Terms, the Issuer may issue Further Notes of the same Series, up to the maximum amount so designated. As from any such Issue Date any such Further Notes will be immediately consolidated and form a single series with the existing Series. Such subsequent issuance of Further Notes on any subsequent Issue Date shall be completed by the issuance thereof and payment therefor. The Issuer will subsequently procure that the Administrator promptly annotate the register of Noteholders with the details of such issuance.

16. Substitution

a) General right of substitution:The Issuer may, without the consent of the Noteholders, substitute any other company (the “Substituted Obligor”) in place of the Issuer (or of any previous substitute under this Condition 16) as the principal debtor of the Notes, provided that a deed is executed or undertaking given by the Substituted Obligor agreeing to be bound by these Conditions and all other documentation relating to the Notes as if the Substituted Obligor had been named in these Conditions as the principal debtor of the Notes in place of the Issuer.

b) Related Issuer documentation: At the request of the Issuer, the Substituted Obligor will execute any documentation relating to such substitution including an agreement by the Substituted Obligor that following any substitution pursuant to this Condition 16, the Issuer will be released from any or all of its obligations in relation to the Notes.

c) Notice of substitution. Notice of any substitution pursuant to this Condition 16 shall be given to Noteholders within 14 days of the compliance with such requirements and the execution of any related documentation.

d) Completion of substitution. On completion of the formalities set out above, the Substituted Obligor shall be deemed to be named in these Conditions as the principal debtor in place of the Issuer (or of any previous substitute) and these Conditions shall be deemed to be amended as necessary to give effect to the substitution.

17. Contracts (Rights of Third Parties) Act 1999

No person shall have any right to enforce any term or condition of the Notes under the Contracts (Rights of Third Parties) Act 1999.

18. Governing Law

a) Governing Law: The Notes, these Conditions, the Investor Agreement , the Deed Poll, the Terms of Use and any non-contractual obligations arising out of or in connection with any of them shall be governed by, and construed in accordance with, English law. The Administration Agreement shall be construed and the provisions interpreted under and in accordance with the laws of Bermuda.

b) Jurisdiction: The courts of England have jurisdiction to settle any disputes that may arise out of or in connection with any Notes (including any non-contractual disputes and claims), and accordingly any legal action or proceedings arising out of or in connection with any Notes (“Proceedings”) may be brought in such courts. The Issuer irrevocably submits to the jurisdiction of the courts of England and waives any objection to Proceedings in such courts on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum. This submission is made for the benefit of each of the Noteholders of the Notes and shall not affect the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not).

c) Service of Process: The Issuer irrevocably appoints WiseAlpha Technologies Limited as its agent in England to receive, for it and on its behalf, service of process in any Proceedings in England. Such service shall be deemed completed on delivery to such process agent (whether or not it is forwarded to and received by the Issuer). If for any reason such process agent ceases to be able to act as such or no longer has an address in London, the Issuer irrevocably agrees to appoint a substitute process agent and shall immediately notify Noteholders of such appointment in accordance with Condition 14 (Notices). Nothing shall affect the right to serve process in any manner permitted by law.

 

Schedule 2
Form of Final Terms

The form of Final Terms that will be issued in respect of each Series, subject only to the deletion of non- applicable provisions, is set out below.

Dated [•]

WISEALPHA LIMITED

Issue of up to £ [INSERT MAXIMUM AMOUNT] of Series [•] non-negotiable Participation Notes to be issued by WiseAlpha Limited (the “Issuer”) for the purpose of financing the Issuer’s purchase of certain Investments, the specific Investment corresponding to this Series as detailed below under a programme for the issuance of Investment Participation Notes. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Deed Poll dated 30th January 2015. This document constitutes the Final Terms of the Notes described herein and must be read in conjunction with such Conditions, the Deed Poll and the Investor Agreement (each as may be amended or supplemented from time to time). Information on the Issuer and the offer of the Notes is only available on the basis of the combination of such Final Terms, the Conditions, the Deed Poll and the Investor Agreement , each of which are available for viewing at www.wisealpha.com, and copies may be obtained on request.

In each case where amounts of principal, interest, other return and additional amounts (if any) are stated herein, in the Conditions or in the Deed Poll to be payable in respect of the Notes, the obligations of the Issuer to make any such payment shall constitute an obligation only to account to the Noteholders on each date upon which such amounts of principal, interest and additional amounts (if any) are due in respect of the Notes, for an amount equivalent to sums of principal, interest, other return and additional amounts (if any) actually received in relation to the relevant Investment pursuant to the related Investment Contract less the Permitted Expenses. The terms of each such Investment are subject to amendment in accordance with the provisions of the relevant Investment Contract and the provisions relating to such Investment (the key terms of which are set out below in “Provisions relating to the Investment”) are accordingly subject to amendment. Upon such amendment, the terms of the Notes will automatically be updated by the Issuer to reflect such amendments and the Issuer will promptly notify all relevant Noteholders of such amendments where reasonably practicable prior to such amendments taking effect but as soon as is reasonably practicable thereafter if it is not possible for the Issuer to provide prior notice.

[Include whichever of the following apply or specify as “Not Applicable” (N/A). Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or sub-paragraphs.]

 

1 i) Issuer: WiseAlpha Limited
ii) Investment Contract: [INSERT SUMMARY DETAILS OF INVESTMENT]
2 Series Number: [●]
3 Specified Currency: [Sterlin(GBP £)/Euro(€) TO REFLECT CURRENCY OF RELATED INVESTMENT]
4 Initial Amount Invested:

[●]

5 Specified Denominations: £100 and integral multiples of £.001 in excess thereof [or the euro equivalent should the Specified Currency be euro]
6 Initial Issue Date: [●]
7 Maturity Date:

The date falling 5 Business Days after the Investment Maturity Date set out below.

8 Notes Periodic Payment Basis: Same as Periodic Payment Basis set out below.
9 Notes Periodic Payment date: The date falling 5 Business Days after the later of: (i) the corresponding Periodic Payment Date; and (ii) the actual receipt by the Issuer of the relevant payment in relation to the Investment.
10 Redemption/Payment Basis: Redemption Amount
11 Change of Periodic Payment or
Redemption/PaymentBasis:
All payments in relation to the Notes will correspond to those received by the Issuer in relation to the Investment and the Investment Contract, less all Permitted Expenses, as detailed in the Conditions.
12 (i) Status of Notes: Senior
(ii) Statur of Investment: Senior Secured Loan
13 Listing: None
14 Admission of Trading: Not Applicable
15 Transfers: Not permitted
16 Services Fee: [ ]%
PROVISIONS RELATING TO THE INVESTMENT
17 Obligor:

[INSERT DETAILS OF OBLIGOR] [IF SUB-PARTICIPATED ADDRESS HERE]

18 Investment Contract:

[INSERT DETAILS OF INVESTMENT CONTRACT]

19 Investment Maturity Date:

[INSERT MATURITY DATE]

20 Periodic Payments Dates:

[INSERT DETAILS OF PERIODIC PAYMENT BASIS]

21 Periodic Payment Basis:

[FIXED RATE/FLOATING RATE AND SUMMARY OF RELATED DETAILS]

 

Fixed Rate:

[[●]percent. per annum payable annually/semi-annually] in arrear [DETAILS OF INITIAL RATE OF PERIODIC PAYMENTS]

Floating Rate:
[Insert details of rate and benchmark]
GENERAL PROVISIONS
22 Form of the Notes:

Registered Notes

OPERATIONAL INFORMATION
23 Specified Office of Administrator:

WiseAlpha Technologies Limited
Level 39, Canary Wharf
London, E14 5AB

 

The information set out under “Provisions relating to Investment” has been extracted from the legal documentation associated with the relevant Investment and the Issuer accepts no responsibility for such information.

Signed on behalf of the Issuer:

By:

Duly authorised

WiseAlpha Technologies Limited (FRN: 751087) is authorised and regulated by the Financial Conduct Authority in the UK.
WiseAlpha Technologies Limited is a company registered in England, with its registered office at Level 39, One Canada Square, Canary Wharf, London E14 5AB (Company No. 08967521).
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