Investor Terms and Conditions

as part of the 2019 Crowdfunding Initiative

of

IBB Polonia VC Ltd

A company incorporated in England and Wales, with company number 10990265

and registered office at 18 Gorst Road , London, NW10 6LE.

(the “Company”)

These terms and conditions (“Conditions”) apply to each person who registers as an “investor” on the Company’s website at https://polonia.sharein.com (the “Website”) as part of considering and/or making equity investments in the Company as part of the Crowdfunding Initiative (each such person an “ Investor”):

1. Definitions. The definitions in the table below apply to all of these Conditions.

2. Applicable terms. These Conditions prevail over any inconsistent terms or conditions contained, or referred to, in any correspondence between Investor and any Group Company, on the Website, or implied by law, trade custom, practice or course of dealing. No terms or conditions endorsed upon, delivered with or contained in an Investor’s correspondence with any Group Company shall form part of the Contract and Investor waives any right which it otherwise might have to rely on such terms and conditions. The headings in bold in these Conditions shall not form part of the Contract, are for convenience only and shall not affect their interpretation.

3. Legally binding terms and restrictions. These Conditions create legally binding obligations which, once accepted by the Investor, form a Contract, which can be relied upon and enforced by any Group Company against the Investor. Investor agrees that the potential opportunity to invest funds via the Website is adequate consideration for this Contract. The Crowdfunding Initiative is not open to the general public and is only open to persons who are either a “Certified High Net Worth Individual”, “Self-Certified Sophisticated Investor” or “Restricted Investor” (as these terms are defined in The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) and/or in the FCA’s Conduct of Business Sourcebook at Chapter 4.7). You must not participate in the Crowdfunding Initiative or make any other investments via the Company’s website if you do not meet any of these criteria and you must not complete the online registration process as an ‘investor’.

4. Application for Shares. The Investor shall be deemed to apply for those Shares which the Investor indicates as part of the online application process on the Website, subject to the Investment Terms. These Conditions shall also apply to such application by the Investor. The Company reserves the rights to refuse any application, or to reduce the amount of shares applied for, by any person as part of the Crowdfunding Initiative without having to give a reason for so doing and with no right of appeal being available to such person.

5. Use of Investor Information (including personal data). By accepting these Conditions the Investor acknowledges that the Company, each Group Company and their contractors and professional advisers (including without limitation the Payment Provider, ShareIn and solicitors) shall be entitled to use the Investor Information to assess and/or process the application by the Investor for Shares as part of the Crowdfunding Initiative, to comply with the law, to perform any necessary ID checks to help verify who the Investor is, and in the case of the Company to send the Investor updates if it becomes a holder of Shares in the Company. Furthermore the Company may disclose Investor Information to third parties: (i) in the event that the Company and/or any Group Company is sold, in which case we may disclose your personal data to the prospective buyer (although this will be done under obligations of confidentiality), (ii) if the Company and/or any Group Company is under a duty to disclose or share Investor Information in order to comply with any legal obligation (eg in the EEA to the Police, the Financial Conduct Authority, the Information Commissioner etc.), (iii) in order to enforce or apply any of the these Conditions or any other contracts entered into between the Investor and the Company, and/or (iv) in order to protect the rights of the Company and/or any Group Company. This includes without limitation exchanging information with other companies and organisations for the purposes of fraud protection and credit risk reduction. In order to review any application for Shares by the Investor in the Company, the Investor will be asked to provide personal information about themselves and their directors and shareholders (as applicable) such as name, address, email address, date of birth and copies of information such as their passport page and other proof of ID. The Company will use reasonable endeavours to ensure that all Investor Information is treated securely. When the Investor provides Investor Information to the Company the Investor consents to the use of that Investor Information in accordance with this paragraph.

6. Risks and Warnings. By accepting these Conditions the Investor acknowledges and agrees that (i) a decision to make an Investment is a personal decision by the Investor and that no responsibility for the consequences of that decision is accepted by the Company or by any of its directors, agents, employees or other members, (ii) that the Investor has been strongly advised by the Company to take advice from a person authorised under the Financial Services and Markets Act 2000 (who specialises in advising on investments of this nature) before making any Investment(s) or (anywhere else outwith the United Kingdom) who has the requisite knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Company, (iii) any Investment is very speculative and high risk, (iv) no established market exists for the trading of Shares in the Company and such Shares are not easily realisable, (v) there could be difficulty in selling on Shares at a reasonable price and, in some circumstances, it may be difficult to sell them at any price, (vi) Share prices can fluctuate and go down as well as up, (vii) the Investor shall consider very carefully whether any Investment is suitable in the light of personal circumstances and commitments and the financial resources available to the Investor and if in doubt shall seek professional advice and/or not proceed, (viii) the Company does not promise any return on any Investment nor that the value of any Investment will be maintained, (ix) engaging in any investment activity may expose the Investor to a significant risk of losing all of that Investor’s investment. The Company recommends that the Investor takes their own tax advice on any Investment(s).

7. Investor Information. The Investor warrants that (i) all Investor Information provided by the Investor (during the registration process) is correct and accurate, (ii) such Investor Information may be used by the Company, any other Group Company and their respective contractors to comply with all applicable legal requirements (eg anti-money laundering checks and compliance), (iii) such Investor Information may be passed by the Company to the Payment Provider and other contractors of the Company from time to time involved in the Crowdfunding Initiative process (eg to carry out its own checks and ensure legal compliance), and (iv) the Investor shall promptly update, via the Website, any changes to the Investor Information to ensure that such Investor Information is correct and accurate.

8. Capacity of the Investor to accept these Conditions. The Investor represents and warrants that: (i) if he is a living person, then he is at least 18 years old and resident in the United Kingdom (which comprises Scotland, England, Wales and Northern Ireland), the Isle of Man, the EU, the EEA or CH, (ii) if he is a living person, then he is either a “Certified High Net Worth Individual”, “ Self-Certified Sophisticated Investor” or “Restricted Investor” (as these terms are defined in The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) and/or in the FCA’s Conduct of Business Sourcebook at Chapter 4.7), (iii) if it is a company, trust, unincorporated association or partnership, then it is a “ High Net Worth Company”, “High Net Worth Trust”, “High Net Worth Unincorporated Association” or “ High Net Worth Partnership” (as applicable and as these terms are defined in The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended)), (iv) he/it has full capacity and authority to accept these Conditions and enter into the Contract (without the need for the Company to make any further enquiries of the Investor), (v) he/it has full power and authority to carry out the actions contemplated under the Contract, (vi) he/it will perform his obligations under the Contract exercising all reasonable care and skill, and (vii) he/it shall use the Website only for legitimate and lawful activities and not as part of (directly or indirectly) any unlawful activities.

9. Refusal of applications and de-registration. The Company reserves the right (in its absolute discretion) (i) not to accept any application by any person to register on the Website as an ‘investor’ and (ii) to de-register (or procure the de-registration) of the Investor from the Website at any time and for any reason. In each instance there shall be no compensation payable to the relevant person/Investor and there shall be no right of appeal.

10. Company Information is confidential. The Investor agrees to keep the Company Information confidential and not to pass it or otherwise make it available to any third party who is not a professional adviser of the Investor who is also bound by obligations of confidentiality. This restriction shall not however restrict the Investor from passing such information, to any regulatory body or government department (eg HM Revenue & Customs or the Financial Conduct Authority), or to any applicable court or legal officers in connection with any legal proceedings.

11. Investment Terms. The Investor acknowledges that (i) it is open to the Investor to take separate professional advice (e.g. tax, accounting, legal and/or investment specialist) before making an Investment, and (ii) the Company reserves the right to abort the Crowdfunding Initiative at any time, to close the Crowdfunding Initiative, have any number of closings, take investment from Investors for only part of the Crowdfunding Initiative and/or raise some of the Crowdfunding Initiative from third parties based on different investment terms and conditions.

12. Conditions for Completion. The completion of the Crowdfunding Initiative shall be subject to (i) the Company’s shareholders passing ordinary and/or special resolutions as required to adopt new articles of association, create and issue Shares and waiving their pre-emption rights, and (ii) any investor and/or other shareholder consents as may be required being given under the terms of any applicable shareholder or investment agreement of the Company (together the “ Closing Conditions”). No application to subscribe for Shares as part of the Crowdfunding Initiative shall be processed by the Company until such time as these Closing Conditions are satisfied.

13. Investment fees. Investors are not charged fees. All fees associated with the Crowdfunding Initiative are payable by the Company.

14. Third party payment providers. In order to subscribe to an investment you do so by making a payment to a payment provider, who will open an account in your name. As a condition of investing, you are required to accept the payment providers general terms and conditions which you can view/download at  https://www.mangopay.com/terms/Mangopay_Terms-EN.pdf . These create a direct client relationship between you and the payment provider. The custodian may pass data about you to its own sub-contractors and partners when that is necessary for it to fulfil its obligations to us and for its business as an issuer of electronic money. You can withdraw your money at any time before it becomes committed to an investment.

15. No guarantees. No guarantee is given by any Group Company or their respective officers or members that the Company will be successful in raising funds as part of the Fundraise via the Website. The information made available by the Company on the Website is provided on an ‘as is’ only basis with no guarantees that there are no mistakes contained in the information provided. If you do see any mistakes then please let the Company know so that we can make any necessary corrections as quickly as possible. No guarantee is being given that the Website will always be available 24/7. To the fullest extent permitted by law, no Group Company or any of their respective officers or members will be liable for any delay by any Group Company performing or for failure by any Group Company to perform its obligations hereunder if the delay or failure results from any cause or circumstance whatsoever beyond its reasonable control, including any breach or non-performance of these Conditions by an Investor. Please note that in relation to the Company and the Fundraise, this information is not a guarantee or other promise that the Company will be able to achieve what it has stated it is hoping to do. There is no guarantee that the Investor will ever receive a dividend in relation to the Shares that are applied for as part of the Investment. The business plan and financial forecast information may contain forward-looking statements and information relating to, among other things, the Company, its business plan and strategy, and its industry. These forward-looking statements are based on the beliefs of, assumptions made by, and information currently available to the Company’s management. When used in the business plan [and financial forecast information] or any other information provided by the Company in relation to the Fundraising, the words “estimate,” “project,” “believe,” “anticipate,” “intend,” “expect” and similar expressions are intended to identify forward-looking statements, which constitute forward looking statements. These statements reflect management’s current views with respect to future events and are subject to risks and uncertainties that could cause the Company’s actual results to differ materially from those contained in the forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company does not undertake any obligation to revise or update these forward-looking statements to reflect events or circumstances after such date or to reflect the occurrence of unanticipated events.

16. Variation. These Conditions may be amended from time to time only with the prior agreement in writing or email by a director or other duly authorised signatory of the Company.

17. No waiver. No delay or failure by a Group Company in exercising or enforcing any of its rights or remedies under the Contract will prejudice or restrict its rights, nor will any waiver of rights by a Group Company operate as a waiver of subsequent rights.

18. Severability. If any of the Conditions or other provisions of the Contract are found by any court of competent jurisdiction to be void, illegal or unenforceable, such provision shall be deemed to be deleted from the Contract but the remaining provisions of the Contract shall continue in full force and effect insofar as they are not affected by any such deletion.

19. Assignation. The Contract is personal to the Investor. The Investor shall not assign, novate or otherwise dispose of the Contract or any part thereof, or purport to do so, without the prior consent in writing of the Company.

20. Indemnity for breach. Investor shall indemnify each Group Company, their officers and respective members and advisers and keep each of them indemnified against all Claims incurred by any of them, finally awarded against any of them or agreed by any of them as payable in any compromise or settlement agreement arising out of or caused by any of them suffering Loss, in each case as a result of the breach by the Investor of these Conditions.

21. Risk warnings Investment whether in new or existing businesses carries high risks as well as the possibility of high rewards. It is consequently very speculative and potential investors should be aware that no established market exists for the trading of shares in private companies, and such shares are not easily realisable. It must be appreciated that there could be difficulty in selling such investments at a reasonable price and, in some circumstances, it may be difficult to sell them at any price. Accordingly you should consider very carefully whether such investments are suitable in the light of your circumstances and commitments and the financial resources available to you. Engaging in any investment activity may expose you to a significant risk of losing all of your investment.

Any business plans and financial projections posted on this website for "investors" are posted only for the personal use by registered investors. It does not purport to contain all the information that a prospective investor may require. All such information is confidential and by gaining access to such information you agree to keep it confidential at all times.

Each investor who uses this website acknowledges that a decision to invest in a company is a personal decision and that no responsibility for the consequences of that decision is accepted by ShareIn or by any of its directors, employees, consultants or other members.

Each investor who uses this website is required to acknowledge and agree to these conditions, the Investor Terms and Conditions, the Privacy, Cookie and Data Use Policy and the Risk Warning Notice. These should be read carefully and if an investor is in any doubt then he should take his own professional advice.

22. Copyright etc. All rights, including copyright and database rights, in this site belong to or are licensed to ShareIn United Kingdom and international copyright and database right laws and treaties protect this site and all content on this site. © Copyright 2018 Share In Ltd. All rights reserved.

"ShareIn" is the trade mark of Share In Ltd in the United Kingdom. Other product and company names and logos mentioned on this site may be the trade marks or registered trade marks of their respective owners.

You may not copy any part of this site, or carry out any other act which is protected by copyright or extract or re-utilise the whole or any substantive part (evaluated quantitatively and/or qualitatively) of the content of this site other than: -

· Printing in hard copy form portions of the content of this site for personal use;

· Downloading any page from this site for personal use only;

· Storing pages from this site in a cache or other temporary retrieval system for the sole purpose of personal viewing off-line.

These consents do not permit you to modify any of this site’s content or to use it in any commercial material without our prior written consent.

23. Linking You may, subject to the following conditions, provide a link to the Home page of this site: -

· The right to link to this site is revocable by us and we reserve the right to prohibit any link and to employ measures, including technical measures, to remove any link;

· Any link to this site must not be misleading or give the impression that we are associated with you or have approved or endorsed any internet site or equivalent entity from which such link is made;

· Any such link must indicate sharein.com as the destination of the link and must not use any ShareIn logo or other proprietary graphic or trade mark without our prior written consent; and

· You may not use framing or deep linking to this site without our prior written consent.

24. Use and indemnity

· ShareIn expressly prohibits the use of this site by you for any purpose which may be unlawful in the United Kingdom.

· You agree to keep ShareIn indemnified against any claim, loss, liability, damages or expenses on a full and unqualified indemnity basis arising out of any misuse by you of any part of this site or any information embodied in it.

25. ShareIn’s details

· The service provided through this website is provided by ShareIn which is the trading name of Share In Ltd.

· Share In Ltd’s registered address is 5th Floor, 125 Princes Street, Edinburgh, EH2 4AD, United Kingdom (c/o MBM Commercial LLP).

· Share In Ltd’s registered company number is SC408803.

· Share In Ltd can be contacted via email at team@sharein.com and via telephone at 0131 641 0018.

· ShareIn Ltd is authorised and regulated by the Financial Conduct Authority (FRN 603332)

26. Governing Law and Jurisdiction. The Contract shall be considered as a contract made in England and according to the laws of England and Wales and shall be subject to the non-exclusive jurisdiction of the English Courts, to which jurisdiction the Parties hereby irrevocably submit.

Defined term

Meaning

Claim:

means claims, demands, actions, costs and expenses (including but not limited to legal costs and disbursements on a solicitor and own client basis), losses and damages.

Company Information:

means all information provided by the Company as part of the Crowdfunding Initiative process (successfully or otherwise) via the Website (including without limitation any business plan, investment memorandum, financial forecasts, accounts and other information about the Company, its officers, its shareholders and/or its Group Companies).

Completion:

means the successful closing of the Crowdfunding Initiative (or part of it) by the Company via the Website, whereby (i) the requisite number of shareholders of the Company have passed all necessary resolutions and otherwise given all necessary approvals for the issue of shares by the Company in relation to the Crowdfunding Initiative in accordance with the Investment Terms, (ii) the shares have been issued by the Company to the relevant Investors, and (iii) the share certificates have been issued by or on behalf of the Company to the relevant Investors.

Contract:

means a contract between the Investor and the Company based on and incorporating all of these Conditions.

Crowdfunding Initiative:

means the Company’s current proposed equity crowdfund.

Group Company:

means the Company and/or any other company from time to time in the same group (as defined by s.474(1) Companies Act 2006) as the Company.

Investor Information:

means all information provided by the Investor to any Group Company and their officers and members (including without limitation any personal data, investment criteria, confirmation of investment status (eg as a “Self-Certified Sophisticated Investor” or otherwise) and other information about the Investor) as part of the application by the Investor via the Website to become an ‘investor’.

Investment:

means any investment in the Company (in the form of a cash payment for Shares) by the Investor as part of the Crowdfunding Initiative via the Website (albeit using third party payment providers).

Investment Terms:

means the articles of association of the Company and any other documentation of the Company as set out at https://polonia.sharein.com and as may be amended by the Company from time to time by it giving notice to all registered users on the Website (whether as an ‘investor’ or otherwise).

Loss:

means loss and/or damage (including costs and expenses relating to or arising out of such loss or damage) whether arising from contract, tort (including negligence) or otherwise.

Shares:

means Ordinary Shares of £200 each in the share capital of the Company.