Loan Note Instrument

Definitions and Interpretation

In this Instrument the following expressions have the meanings set out below unless the context requires otherwise:

References to a statute or statutory instrument include all amendments, re-enactments, and subordinate legislation made under it. The singular includes the plural and vice versa. Clause headings are for convenience only and do not affect interpretation.

Constitution

The Company hereby constitutes this Instrument and authorises the issue from time to time of Loan Notes to qualifying investors in accordance with the terms of this Instrument. Loan Notes shall be issued only to investors who qualify as High Net Worth Individuals pursuant to Article 48 of the FPO, or as Self-Certified Sophisticated Investors pursuant to Article 50A of the FPO, and who have completed the required self-certification.

The aggregate principal amount of Loan Notes outstanding at any time shall be at the sole discretion of the Director. No Noteholder shall have any right to require the Company to issue a Loan Note to them.

Interest

Each Loan Note shall bear interest on its outstanding principal at the Interest Rate from (and including) the date of issue to (but excluding) the Maturity Date or the date of earlier redemption, as applicable.

Interest shall be calculated on the basis of actual days elapsed divided by 365. For Loan Notes with a term of less than 12 months, all interest accrues and is payable in a single payment on the Maturity Date. For Loan Notes with a term of 12 months or more, interest shall be paid quarterly in arrears on each Interest Payment Date.

All interest is paid gross (without deduction of tax). Noteholders are responsible for reporting and paying any income tax or other tax liability arising on interest payments to HM Revenue & Customs in accordance with applicable law.

Repayment

The Company shall repay to each Noteholder the full Subscription Amount on the Maturity Date. Repayment shall be made by bank transfer to the account notified by the Noteholder to the Company in writing not less than 10 Business Days before the Maturity Date.

Unless previously redeemed, all outstanding Loan Notes shall be redeemed in full on their respective Maturity Dates. The Company shall have no obligation to extend any Loan Note beyond its Maturity Date.

Early Redemption

By the Company. The Company may redeem any Loan Note in full or in part at any time on not less than 30 days' written notice to the Noteholder. Accrued interest up to (but excluding) the redemption date shall be paid with the principal.

By the Noteholder. A Noteholder may request early redemption of their Loan Note by giving not less than 90 days' written notice to the Company. Early redemption is subject to approval by the Director at the Director's sole discretion, having regard to the Company's cash position and operational requirements. The Company is under no obligation to agree to early redemption.

Where early redemption is agreed, interest shall be payable only up to and including the date of redemption. No early redemption penalty shall apply, but the Company may at its discretion reduce the interest payable to the base rate applicable to the term actually served under Schedule 1.

Security and Ranking

Loan Notes are unsecured obligations of the Company. No charge, mortgage, debenture, or other security interest is created over any asset of the Company in favour of any Noteholder.

In the event of an insolvency, liquidation, or dissolution of the Company, the Loan Notes shall rank pari passu among themselves and with all other present and future unsecured, unsubordinated obligations of the Company, but behind any secured creditors and preferential creditors (including HMRC) as required by law. Noteholders acknowledge that in such event they may receive less than the full Subscription Amount, or nothing.

Transferability

Loan Notes are not freely transferable. No Noteholder may sell, assign, charge, or otherwise dispose of any Loan Note or any interest in it without the prior written consent of the Director. The Director may withhold consent at his absolute discretion without giving reasons.

Loan Notes shall not be listed on any securities exchange or trading platform. There is no guaranteed secondary market for Loan Notes.

Register of Noteholders

The Company shall maintain a register of Noteholders showing, in respect of each Loan Note: the name and address of the Noteholder, the Subscription Amount, the date of issue, the Interest Rate, and the Maturity Date. The Register shall be conclusive evidence of the matters recorded in it.

A Noteholder may at any time inspect the entries relating to their own Loan Notes by written request to the Company. The Company shall respond within 10 Business Days.

Payments

All payments to Noteholders shall be made in pounds sterling by electronic bank transfer to the bank account designated by the Noteholder. The Company shall not be responsible for delays caused by bank processing or errors in account details provided by the Noteholder.

If a payment date falls on a day that is not a Business Day, the payment shall be made on the next following Business Day, without adjustment to the interest calculation.

Events of Default

Each of the following constitutes an Event of Default:

(a) the Company fails to make any payment due under any Loan Note within 15 Business Days of the date it falls due; or

(b) the Company enters into liquidation (other than a members' voluntary liquidation for the purpose of reconstruction), administration, or receivership; or

(c) the Company makes any arrangement or composition with its creditors generally; or

(d) a court of competent jurisdiction makes an order for the winding up of the Company.

Upon the occurrence of an Event of Default, all outstanding Loan Notes shall become immediately due and payable, together with accrued interest, upon written demand by a Noteholder. The Company shall use reasonable endeavours to satisfy such demands in order of receipt.

Amendments

This Instrument may be amended by the Company with the written consent of Noteholders holding not less than 75% in aggregate principal amount of all outstanding Loan Notes at the time of the proposed amendment, provided that no amendment shall reduce the Interest Rate, extend the Maturity Date, or impair any right to repayment of principal without the written consent of each affected Noteholder.

Notices

All notices and communications under this Instrument shall be in writing and shall be sent by email or recorded post to the addresses held in the Register. Notices shall be deemed received: if by email, on the next Business Day following transmission (provided no delivery failure notification is received); if by recorded post, two Business Days after posting.

The Company's address for notices is: CM Beyer Limited, Suite 53C Unimix House, Abbey Road, London NW10 7TR, United Kingdom, email: [email protected].

Governing Law and Jurisdiction

This Instrument and each Loan Note issued under it shall be governed by and construed in accordance with the laws of England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute or claim arising under or in connection with this Instrument.

Financial Promotion

This Instrument is an investment document. Any communication of the existence of this Instrument or invitations to subscribe for Loan Notes is made only to persons who are High Net Worth Individuals within the meaning of Article 48 of the FPO 2005, or Self-Certified Sophisticated Investors within the meaning of Article 50A of the FPO 2005. This document has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000.

The Loan Notes are not covered by the Financial Services Compensation Scheme. There is no right of complaint to the Financial Ombudsman Service in respect of any Loan Note. Investing in Loan Notes is a high-risk activity and you should not invest more than you can afford to lose in its entirety.

Schedule 1 — Interest Rate Table

Schedule 2 — Form of Subscription Agreement

Each subscription shall be made using the Subscription Agreement available at cmbeyer.co.uk/subscription-agreement or the PDF version linked from the Investor page. The Subscription Agreement, once executed by the Company and the Noteholder, forms part of the contract between the parties alongside this Instrument.