TERMS AND CONDITIONS

LandDevelop

Investor Terms & Conditions

These terms set out the basis on which we, LandDevelop Ltd (“LandDevelop?), will allow you to invest on our website (www.landdevelop.co.uk) including any mobile version or app (the “Website?). Please read these terms and conditions carefully before using the Website. By using the Website and in making an investment through the Website, you agree to be bound by these terms and conditions.

If you do not understand anything within these terms and conditions, you should contact us before making any investment decision at contact@landdevelop.co.uk. Alternatively, if you are uncertain as to whether the nature of the investments available on our Website are suitable for your circumstances, you should consult an independent financial adviser.

In these terms:

Paragraph 1 tells you about LandDevelop, the other parties involved and their respective roles.

Paragraphs 2-4 set out more about how we treat you as a customer and your rights under various aspects of the financial services legislation, including how to complain if things go wrong.

Paragraphs 5-6 relate to who can register as an investor on the Website.

Paragraphs 7-11 provides details about the investment process.

Paragraphs 12-13 are about your right to cancel an investment and when these terms otherwise terminate.

Paragraph 14 sets out details of LandDevelop’s fees.

Paragraphs 15-23 are general terms that apply.

Paragraph 24 sets out the defined meanings of certain words and phrases used within these terms and conditions.

References to we or us or our mean LandDevelop. References to you or your are references to you as a user of the Website for the purpose of investing in property.

1 Background

1.1 LandDevelop, will operate the Website and, in accordance with these terms and conditions, allow you to access the Website and to use the functions available on the Website. The Website, provides information on properties and land development opportunities in which you may decide to invest (each a “Project?). In each case, a Project will acquire (if it is not already owned), develop and manage the property by way of a corporate vehicle known as a special purpose vehicle established for that Project (the “SPV?).

1.2 We will administer the fundraising for each Project (a “Fundraising?) through the Website. Each Fundraising will be looking to raise a pre-agreed minimum amount for a Project (the “Target?). The Target will be set out on the relevant Project page on the Website.

1.3 When you decide to invest, you will be offered an opportunity to acquire shares in that SPV (“Shares?) – which has an interest in the underlying property or land.

1.4 Where you purchase Shares through the Website, LandDevelop will also co-ordinate the payment and collection of sums due from investors through the Website, or otherwise, with the aim of achieving the Target (subject to such amount being reduced under paragraph 7.4). To do this we use a payment services provider. Our payment services provider is MangoPay and further details of their role is set out in clauses 8 and 9.

1.5 LandDevelop may enter into a management or supervision agreement with the SPV, whereby we will perform those tasks necessary to collect, monitor and report to the investors. We may arrange for the review of the legal agreements that the SPV proposes with any third parties involved with the Project. Third parties may include the developer, professional appointments or the providers of external debt to the Project. If LandDevelop does enter into a management agreement, this relates to the management of the Project and does not mean that LandDevelop is responsible for managing your investment in the Project or the Shares you hold.

1.6 Where the Project investment is secured by a charge over land or some other security, LandDevelop may appoint an associate to act as a ‘security trustee’ for the investors. A security trustee will have certain discretion to enforce the terms of any security held by it on behalf of the investors and to enter into agreements with the SPV and other creditors of the SPV.

1.7 LandDevelop may not be responsible for raising all of the funding required by the Project. Other sources of finance will be listed in the Project page and may include other shareholders (such as the developer themselves), senior debt (generally a bank) and junior debt (other third party debt that is subordinated to the senior debt).

2 Investment Risk

2.1 Investing through the Website carries certain risks and it is your responsibility to ensure that you familiarise yourself with and understand the risks involved. You can read our page on Risks at www.landdevelop.co.uk/risk

2.2 Nothing LandDevelop does, nor anything that is on the Website, is to be construed as advice or a recommendation by us in relation to any investment. You have complete control and discretion on whether or not you invest through the Website.

2.3 LandDevelop gives no guarantees or assurances as to any income, capital growth or other financial gain through your investment in an SPV and property prices can go down as well as up.

2.4 Where you are permitted to transfer your Shares, we do not offer any assurance or guarantee that you will be able to sell your Shares. We do not underwrite or guarantee the price or liquidity of any onward sale of Shares.

3 Regulatory Provisions

3.1 LandDevelop (firm reference number: 772600) is an appointed representative of ShareIn Limited (FRN 603332) which is authorised and regulated by the Financial Conduct Authority

(the “FCA?) of 25 The North Colonnade, Canary Wharf, London, E14 5HS and as such we are subject to the FCA rules in our dealings with you.

3.2 LandDevelop has categorised you as a retail client under the FCA rules. You may request re- categorisation as a professional client under FCA rules, but any such re-categorisation will be conditional upon you meeting various tests required by the FCA. If you are re-categorised as a professional client, it would also mean that there would be limitations to the level of client protections with which you would be provided than if you remained as a retail client. We will provide you with more information relating to being reclassified as a professional client upon request.

3.3 Only certain categories of retail client are permitted to receive the financial promotions relating to, and invest in, the Projects shown on the Website. If you do not fall, or you cease to fall, within one of the exempt retail customer categories you will not be permitted to invest.

3.4 You acknowledge that LandDevelop will not supply confirmations of any orders, and or resulting transactions, and that our confirmation email shall be sufficient and adequate reporting of the service of arranging the reception and transmission of orders and the arranging of resulting transactions in accordance with the FCA Handbook.

3.5 All communications between us shall be in English.

4 Complaints Procedure and Compensation

4.1 Should you have any complaints regarding our service you should put your concerns in writing to our chief executive, setting out the details of your complaint, to the following address: Tabernacle Court, 16-28 Tabernacle Street, EC2A 4DD.

4.2 Our chief executive will consider and have investigated each complaint carefully and aim to respond within 14 days of receipt of your written complaint with our final response. If you are not happy with the outcome of your complaint you may refer it to the UK Financial Ombudsman Service whose phone number is 0300 123 9123 or 0800 029 4567.

4.3 LandDevelop is covered by the Financial Services Compensation Scheme (“FSCS?). The FSCS can pay compensation if LandDevelop or ShareIn cannot meet an obligation owed to an ‘Eligible Claimant’ (note that ertain bodies corporate may be excluded). The current compensation limit is £50,000 in respect of investment business. The FSCS does not compensate you for losses you may incur in making an investment through LandDevelop. Further information about the FSCS (including the amounts covered and eligibility to claim) is available at www.fscs.org.uk or call 0800 678 1100.

5 Eligibility criteria

5.1 To register with the Website, you must be, and you confirm and warrant to us that you are:

5.1.1 eighteen years of age or older;

5.1.2 legally capable of entering into binding contracts in your own capacity and no other authorisation or permission is required to enable you to do so; and

5.1.3 resident in the United Kingdom and are accessing the site from the United Kingdom, or, you have read and agree to the terms of paragraph 6 below;

and that the declaration you made, via our Website, stating that you are either a “high net worth individual?, “sophisticated investor? or a “restricted investor? (as each term is defined in the FCA rules and set out on our Website) is true, accurate and complete.

5.2 If you are acting on behalf of a body corporate you may register with the Website and in doing so you confirm and warrant to us that:

5.2.1 you are duly authorised on behalf of the entity to accept these terms and conditions;

5.2.2 the entity is legally capable of entering into binding contracts in its own capacity and no other authorisation or permission is required to enable you to do so; and

5.2.3 the entity has its principal place of business in the United Kingdom and are accessing the site from the United Kingdom, or, you have read and agree to the terms of paragraph 6 below;

and that the declaration you made, via our Website, stating that you are either a “high net worth company? or an “investment professional? (as each term is defined in the FCA rules and set out on our Website) is true, accurate and complete.

5.3 You agree that you shall comply with such identification and other anti-money laundering requirements that we may from time to time require. Our obligations to carry out customer due diligence continue throughout the term of our agreement and from time to time we may require such additional identification and/or information about your sources of wealth as we may think fit.

5.4 You may only invest in an SPV in your own name and shall ensure that all orders for Shares made through the Website are made exclusively on your own behalf.

6 Overseas users

6.1 The Website is only intended for use by people resident in the United Kingdom and, subject to paragraph 6.2 below, any investors from other jurisdiction warrant that they agree with the terms of this clause.

6.2 The Site is not to be accessed from the United States of America and may not be used by any resident of the United States of America. No offer made on the Site is intended or authorised to be made inside or to any resident of the United States of America.

6.3 Persons who are resident in, or citizens or nationals of, jurisdictions outside the United Kingdom (other than the United States) or who are nominees of, or custodians, trustees or guardians for, citizens or nationals of such jurisdictions (“overseas investors?) may be prohibited or affected by the laws or regulatory requirements of the relevant overseas jurisdiction. Such overseas shareholders should inform themselves about and observe any applicable legal requirements. It is the responsibility of any overseas investor wishing to subscribe for Shares advertised on the Website to satisfy themselves as to the compliance with the laws and regulatory requirements of the relevant jurisdiction in connection with the subscription, including the obtaining of any governmental, exchange control or other consents which may be required, the compliance with other necessary formalities and the payment of any issue, transfer or other taxes or duties due in such jurisdiction.

6.4 It is the responsibility of any overseas investor to meet any taxes, charges, banking fees, currency exchange fees, foreign exchange rate charges or any other costs in making a

subscription through the Website and we reserve the right to refuse to issue Shares to an overseas investor until the relevant subscription amount is received, in full, in pounds sterling.

7 The investment process

7.1 Unless a Project page specifies otherwise, the minimum investment amount for any Project is £100. The amount you agree to invest will be your Investment Amount.

7.2 By selecting a Project to invest in through the Website, you agree to invest in the Shares in the relevant SPV set out in your application and, unless you withdraw, consent to the acquisition of the Shares on completion. We will combine your transaction to purchase Shares with other investors that have also agreed to purchase Shares in the relevant SPV and allocate Shares pro rata to investors’ respective subscriptions. While it is unlikely that the aggregation of orders and transactions will work overall to the disadvantage of any investor whose order is to be aggregated, the effect of aggregation may work to an investor’s disadvantage in relation to a particular order.

7.3 In making the investment you agree that you have done so solely based on information contained on the Website, together with any independent knowledge that you may have and professional advice that you may have received.

7.4 Provided that it is fair to investors (for example, in the event that a reduction in the acquisition price is agreed), LandDevelop has the discretion to reduce the Target at any time.

7.5 Completion of an investment will be conditional on the following:

7.5.1 at least the Target being raised during the Fundraising (subject to such amount being reduced under paragraph 7.4);

7.5.2 any other conditions precedent listed on the Project page.

8 Payment

8.1 To make an investment, you must have deposited an amount at least equal to your Investment Amount via the Website.

8.2 All amounts paid by you will be credited to an electronic wallet operated by MangoPay. No interest will be paid on any amount that you deposit under these terms and conditions.

8.3 Once you have agreed to purchase Shares you will not be entitled to withdraw your funds that will be used to purchase the Shares from the client money account unless you have validly exercised the withdrawal rights set out in paragraph 12.

8.4 Upon completion of an Investment, the Investment Amount will be debited from your wallet and paid to the SPV in return for the issue of the Shares.

9 Money held by MangoPay

9.1 LandDevelop is not permitted to hold client money but we have appointed MangoPay SA to act as a payment services provider. MangoPay is an electronic money institution authorised by the CCSF in Luxembourg. MangoPay’s address is 59 Boulevard Royal, L-2449 Luxembourg.

MangoPay’s terms and conditions apply to its activities as payment services provider and can be found at www.mangopay.com/terms/Mangopay_Terms-EN.pdf.

9.2 The Website allows you to credit money to your electronic wallet which can then be used by you to purchase Shares through the Website. Until such a time that you use this money to purchase Shares, this will remain your money and can be withdrawn by you at any time.

9.3 MangoPay is obliged to safeguard your money but you should know, and you acknowledge and accept, that your money may be pooled with money belonging to other clients of LandDevelop and other clients of MangoPay, which means that you do not have a claim against a specific sum in a specific account but against the pool in general.

10 Transfer Provisions

You will be entitled to transfer your interest in the SPV in the following ways only:

10.1 to your estate, upon your death; or

10.2 by a sale in accordance with the articles of association of the SPV (for shares) or the debt instrument (for debt securities).

11 Return

11.1 Once you have made an investment and purchased Shares, distributions (if any) you receive will be paid to you on a quarterly basis and placed within your wallet. Proceeds arising from the sale of your Shares or any redemption or return of capital will be placed in your wallet as soon as reasonably practicable. You may then choose to withdraw this money at any time, or re-invest in a similar manner as set out in these terms.

11.2 You may have to pay other taxes or costs which are not imposed by us, including on any gains on your investment or income arising from them. You should seek your own independent advice, where necessary.

12 Your right to cancel

12.1 Once the Target has been met, we will give you at least 7 days’ notice before completing the investment. You may exercise your right to withdraw from an investment at any time up to the date and time set out in this pre-completion email by sending an email to contact@landdevelop.co.uk.

12.2 If you exercise your withdrawal rights in accordance with paragraph 12.1 above, you may withdraw the Investment Amount from your wallet or leave the funds for use on another investment.

13 Termination

13.1 There is no minimum duration and termination of our agreement will only occur:

13.1.1 in the event that LandDevelop becomes insolvent as such term is defined in accordance with the Insolvency Act 1986;

13.1.2 immediately on notice by LandDevelop; or

13.1.3 you withdraw funds from your wallet and close your account with us. You may close your account by sending an email to contact@landdevelop.co.uk.

13.2 If you have an outstanding or incomplete order, you may only terminate our agreement if you first withdraw any active investment offer in accordance with paragraph 12.

13.3 If you have made any investments through the Website these terms will continue to apply until such time as you have disposed of or sold your investments. In particular, paragraph 14.2 shall survive any termination which means that you are still obliged to pay to us a profit related fee even if you wish to close your account.

14 LandDevelop’s Fees

14.1 You should be aware the we will charge an SPV a fee as a percentage of the amount raised by the SPV through the Website. This means that we will deduct a proportion of the amount raised and the SPV will actually receive less than the amount raised. The percentage that we deduct, and any additional fees or charges that the SPV may agree to pay, will be set out on the relevant Project page of the Website.

14.2 Unless there are charges incurred in relation to receiving any payment from you, LandDevelop will only charge you a fee if you make a profit from your investment in the Project. If you receive proceeds from an investment in excess of your Original Investment Amount (whether through distributions, interest, redemption, return of capital or other disposal), we will deduct a fee equal to 20% of the gross profit before crediting the proceeds back to your wallet.

14.3 We may waive or reduce our fee for whatever reason, as long as permitted by the FCA rules.

15 Waiver

15.1 If we fail to insist on your strict performance of these terms and conditions or if we fail to exercise any of our rights or remedies to which we are entitled under these terms and conditions, or any other document referred to herein, this will not amount to a waiver of such rights or remedies nor will it relieve you of your obligations under these terms and conditions.

15.2 No full or partial waiver of any such right or remedy shall restrict us from exercising that right or remedy, or any other right or remedy, in the future.

16 Limitation of Liability

16.1 You acknowledge and accept that the Website operates as a forum intended to facilitate the investment in Shares and it does not make recommendations. We therefore make no warranty nor assume any liability in respect of the performance of any of the investments available through the Website.

16.2 We will not be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with our services for:

16.2.1 loss of profits;

16.2.2 loss of sales or business;

16.2.3 loss of agreements or contracts;

16.2.4 loss of anticipated savings;

16.2.5 loss of use or corruption of software, data or information;

16.2.6 loss of or damage to goodwill; and

16.2.7 any indirect or consequential loss.

16.3 Subject to paragraph 16.4, our total liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these terms and conditions shall be limited to the Investment Amount.

16.4 This paragraph 16 does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraud, neither of which can excluded or limited under English law, or any liability we have to you as a Client arising under the Regulatory System (as defined in the FCA rules).

17 Severability

lf any of these terms and conditions or any provisions of any other document featured as part of your relationship with us are determined by a competent authority to be invalid, unlawful or unenforceable, to any extent, then such term or condition will be severed from the remaining terms and conditions which will continue to be valid, as far as permitted by English law.

18 No Partnership or Agency

Nothing in these terms and conditions is intended to or will be used to establish any partnership or joint venture between the parties, nor authorise any party to make any commitments for or on behalf of any other party.

19 Tax

You should take your own tax advice in relation to investments through the Website. We make no warranty or representation in relation to the tax position which will apply to you following the making of any investment by you.

20 Changes

20.1 We may modify these terms and conditions from time to time in accordance with this paragraph and the current terms will always be posted on our website, including the last revision date. Accessing our website after any change is deemed acceptance of those changes.

20.2 We may, without limitation, amend these terms and conditions:

20.2.1 in order to comply with applicable laws or regulations;

20.2.2 to reflect a change in our regulatory status and any consequential amendments that may result from us having to comply with the FCA Rules from time to time;

20.2.3 to make these terms fairer or clearer, or to correct mistakes;

20.2.4 to reflect changes in the way that third parties provide services to us or interact with you through the Website or the identity of the third parties providing those services;

20.2.5 to enable us to make changes to our own services as we develop our technology and the things that we may decide to offer to you.

20.3 If we propose a change that is detrimental to registered users, we will give 30 days’ notice of those proposed changes (unless we are obliged to make the change sooner for legal or regulatory reasons) but otherwise we may make such changes immediately.

21 Notices

21.1 Any notice or other communication given to either party in connection with this contract shall be in writing and delivered by hand or sent by pre-paid first class post (or an equivalent next day delivery service) at its registered address (if a company) or its principal place of business or residential address (if an individual), or sent by email to the email address notified to the other party in accordance with this contract. Our email address for the service of notices is: notices@landdevelop.co.uk.

21.2 Any notice or other communication will be deemed to have been received if delivered by hand, on signature of delivery receipt or at the time the notice is left at the proper address, or if sent by email, at 9.00 am on the next working day after it is sent or if sent by post (or other delivery service) on the second working day after posting.

21.3 All correspondence and communication between us and you will be in the English language.

22 Governing Law and Jurisdiction

Any contractual or non-contractual dispute or claim arising out of or in connection with the Website or its subject matter or formation will be governed by English law and such disputes or claims will be subject to the non-exclusive jurisdiction of the courts of England and Wales.

23 Entire Agreement

These terms and conditions and any document expressly referred to in them constitute the whole agreement between us and supersedes all previous discussions, correspondence, negotiations or agreement relating to this subject matter.

24 Interpretation

In these terms and conditions the following words and phrases are defined within these terms and conditions as follows:

Fundraising Amount

see paragraph 1.2

Investment Amount

see paragraph 7.1

Project

see paragraph 1.1

Shares

see paragraph 1.3

SPV

see paragraph 1.1

Target

see paragraph 1.2