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Investor Agreement

Legal Notice

Terms & Conditions

Terms and Conditions

Dated 18th September 2014 (the “Effective Date”)

Terms and Conditions for Investors

By clicking below, you (an “Impact Investor”) accept the following terms and conditions:

Impact Investment Exchange (Asia) Pte Ltd ("IIX) operates the Impact Partners platform ("Impact Partners).Impact Investors registering to join the Impact Partners platform acknowledge they have read, understood and accepted these terms and conditions and agree to be bound by them. Impact Investors also acknowledge that IIX may amend these terms and conditions at any time at its sole discretion, and agree to be bound by any subsequent revisions. In the case that IIX shall amend these terms and conditions, it shall provide written notice of any amendments to each of the Impact Investors.

1) GENERAL REQUIREMENTS

1. Impact Investors may be private persons, groups of individuals, foundations, companies, funds or institutions willing and able to invest equity and/or debt in impact enterprises (“IEs”).

2Impact Investors represent and warrant that they are either 1) resident in Singapore and that they meet the definition of ‘institutional investor’ under the Securities and Futures Act (the SFA) or the definition of ‘accredited investor’ or ‘relevant person’ under Section 275 of the SFA; or 2) that they meet the legal definition of ‘accredited’, ‘institutional,’ ‘professional’ and/or ‘qualified’ investors, as the case may be, in their jurisdiction of residence or incorporation so that they are able to take part in private placements under the laws and regulations of such jurisdiction.

3. Impact Investors must be represented by a private person who shall either be the Impact Investor or its authorized representative.

4. IIX is entitled to make any inquiries about the origins and/or the beneficial owner of the capital to be invested by the Impact Investor and is also entitled to check its references.

5. Impact Investors recognize that IIX shall have the right to determine whether the Impact Investor meets the requirements to participate on the Impact Partners platform at IIX’s sole discretion.

6. Impact Investors must carry out their own in-depth due diligence and form their own opinion on the viability of an SE’s business proposition, the suitability for the Impact Investor of any investment opportunity and the quality of the investment opportunity. Impact Investors must not rely on any representations from IIX in considering whether or not to invest in any investment opportunity presented on the Impact Partners platform.

7. Any investment in an SE that is listed on the Impact Partners platform must be made under a separate investment agreement to be entered into between the relevant Impact Investor(s) and the SE.

8. Impact Investors represent that they are aware of the following risks related to investing in IEs:
a. An investment in an unlisted SE is a high-risk investment;
b. Investing in IEs operating in emerging markets adds to that risk;
c. The exit routes for investments in unlisted companies are limited. Consequently, it is difficult to both determine a proper market price of unlisted securities and to find interested buyers; and
d. There is a very high risk of loss of all or part of any investment made in an SE, whether in equity or debt instruments, not only due to risks associated with the SE but also due to risks associated with the emerging markets in which the SE operates.

Impact Investors should therefore carefully consider whether such investments suit them.

9. Impact Investors shall have the responsibility of complying with any applicable securities laws that may arise as a result of their participation on Impact Partners.

 

2) FEES

With effect from the Effective Date, IIX does not charge fees to Impact Investors for participation in the Impact Partners platform or upon investment in IEs introduced by IIX through the Impact Partners platform.  However, notwithstanding the foregoing, Impact Investors which are registered on the platform as of the Effective Date will still be liable for the Impact Partners Fee for any investment made in an SE which was listed on the platform prior to the Effective Date pursuant to the Terms and Conditions in effect immediately prior to the Effective Date (where “Impact Partners Fee” has the meaning ascribed to it in such prior Terms and Conditions.)  

 

3) DISCLOSURE OF INVESTMENTS

1. Impact Investors agree that if they enter into an investment agreement as a result of their participation in the Impact Partners platform they shall:

a.     Inform IIX within five working days of the signing of a letter of intent, a term sheet or an investment agreement with an SE profiled on the Impact Partners platform. The Impact Investor shall inform IIX by providing a copy of the letter of intent, investment agreement or term sheet.

b.     Inform IIX within five working days of the closing of any such transactions, including both the initial closing and the closing of any subsequent tranches of funding within the subsequent two years.

Failure to comply with clauses 2)1.a. and 2)1.b. above shall result in penalties of US$ 20,000 for the Impact Investor.

 

4) CONFIDENTIALITY

1. Impact Investors are bound to keep confidential all information regarding IEs listed on the Impact Partners platform that the Impact Investor receives through the platform or from IIX. Any disclosure of such information by the Impact Investor shall require the prior written consent of the SE. This restriction does not apply to information which (i) must by law or legal process be disclosed, (ii) is either already in the public domain or enters the public domain, (iii) is available to the Impact Investor from a third party who, to the Impact Investor’s knowledge, is not under any non-disclosure obligation, or (iv) is independently developed by the Impact Investor without reference to information received from IIX or the SE.

2. The obligations under this clause are subject to the qualification that disclosure may be required by any applicable law, regulation, legal process, regulatory authority or any other authority that has jurisdiction, and any such disclosure shall not be restricted.

3. Notwithstanding the foregoing, IIX may use information provided by Impact Investors anonymously, either individually or in the aggregate, to market the platform.

 

5) DISCLAIMERS AND LIMITATION OF LIABILITIES

IMPACT INVESTORS EXPRESSLY RECOGNIZE BY AGREEING TO THESE TERMS AND CONDITIONS THAT:

1. IIX is not authorized to represent IEs or Impact Investors, nor does IIX advise on the merits or risks of investing nor does IIX make offers to sell or trade any securities. No action taken by IIX with respect to the Impact Partners platform shall be construed to constitute an offer or sale of securities in any jurisdiction or the provision of corporate finance advice.

2. IIX takes reasonable steps to ensure that the information contained on Impact Partners is accurate but makes no representations regarding any facts or business propositions and shall not be liable for any information contained on the platform.

3. IIX is not liable for any damage or loss of any kind or nature which may be incurred as a result of any contact with parties introduced by or through IIX.

4. Impact Investors agree to indemnify and hold harmless IIX from any claims arising from investments made on the Impact Partners platform related to such party’s participation on the platform.

5. Notwithstanding the foregoing, neither IIX, nor its directors or staff shall be liable - either individually or collectively - for any direct, indirect, special, incidental, punitive or consequential damages, arising out of the Impact Partners platform.

6. IIX shall under no circumstance be required to mediate, arbitrate, and or intervene in a dispute between an Impact Investor and an SE or between other Parties.

 

6) TERMINATION AND SURVIVABILITY

1. IIX may remove any Impact Investor from the Impact Partners platform at any time at its sole discretion by giving written notice. Such termination shall be effective immediately.

2. Impact Investors may leave the Impact Partners platform at any time by giving written notice. Such termination shall be effective immediately. 

3. Obligations that by their nature should survive termination of Impact Investor’s participation on the platform shall survive.

 

7) JURISDICTION

Any dispute arising under these terms and conditions shall be governed by the laws of Singapore.