Disclaimer

Primer Capital Limited offers you access to our Website, services, tools and applications
based on your acceptance of the following terms and conditions.

Welcome to the www.primer.capital website ("Website"). This User Agreement

("Agreement") describes the terms and conditions applicable to your use of our Website and
the services, tools and applications available on the Website. This Agreement is effective
between you and Primer Capital Limited. ("PC"), and is a condition of use each and every
time you use the Website as a visitor or registered user ("User").

You must read, agree to and accept all of the terms and conditions contained in this
Agreement and our Privacy Policy, which include those terms and conditions expressly set
out below and those incorporated by reference, before you may use our Website. As you read
this Agreement, we strongly recommend that you also access and read the information
contained in the other documents referred to in this Agreement and posted on the Website as
they may contain further terms and conditions that apply to you as a User of the Website.

IMPORTANT: If you do not agree to be bound by the terms and conditions of this
Agreement and our Privacy Policy please do not access the Website or use our services.

We may amend this Agreement at any time by posting the updated User Agreement on the
Website. All amended terms shall automatically be effective when they are posted on the
Website. This Agreement may not be otherwise amended except in a writing signed by you
and a designated officer of PC.

1. Website is a Venue. The Website is not an auctioneer; it is a venue. Although it may be

referred to as an online auction website, it is important to realize that it is not a traditional
auctioneer. Instead, the Website acts as a venue to allow parties to offer, buy and sell certain
financial instruments ("Assets") in an auction-style format commonly referred to as an
auction ("Auction"). The role of PC is limited to publishing information provided by
companies that have previously issued shares or other Assets ("Issuers") being sold on this
Website and owners of the Assets ("Sellers") and providing a venue for communication about
the Auction. PC provides Auction information only, providing a way for Issuers and Sellers
to potentially sell their Assets to a select group of prospective buyers. This Agreement is
meant to clarify PC's limited role as a publisher of information and a venue provider and
outline certain limitations regarding PC's obligations and liabilities. Your use of the Website
confirms your understanding and acceptance of this User Agreement.

2. Advertisements. PC does not advertise shares for sale. From time to time PC may advertise
to attract Issuers of shares and prospective sellers of shares of private companies. The
advertisements are not intended to attract buyers and do not involve legally binding offers to
sell.

3. PC Is Not a Licensed Broker-Dealer or Financial Advisor. PC does not purport to broker

transactions. PC does not act in the capacity of an investment adviser or broker-dealer and, as
a result, has no control over the truth or accuracy of the information conveyed or the title,
quality or value of the Assets.
PC is not responsible for and does not engage in the listing, brokering, selling, purchasing or
exchanging of assets posted on the Website. PC does not counsel Sellers or buyers, negotiate
sales contracts, or hold a position of trust and confidence. Accordingly, no agency or
fiduciary relationship is intended to be or shall be deemed to have been created between PC
and any Seller or buyer or you regarding the use of the Website. Further, we have no opinion
regarding the ability of a Seller to sell specific assets nor can we ensure that a buyer or Seller
will actually complete a transaction.

4. Registration Required. In order to access certain parts of the Website a visitor is required to
register as a User, disclosing certain information to PC. After validation of the registration,
the User may log in to the Website to view more information about Auctions, and perform
other functions not available to visitors who are not logged in. In this regard, our Privacy
Policy is included by reference. Furthermore, after registration, if a prospective buyer wishes
to bid on shares, that Issuer has the absolute right to decide if the prospective buyer is
permitted to view related secure information and to bid on those shares.

5. Activities Requiring a License. It is the User's responsibility to seek the appropriate

representation or accreditation when conducting any activity on the Website that may require
a license such as bidding, executing a listing agreement, conducting research, placing
information on the Website, negotiating with a buyer and/or a Seller or other related sale
activities.

6. Accredited Investor (the US law). In order to buy shares on this Website you must be an
accredited investor as defined by Rule 501 of Regulation D under the Securities Act of 1933.
In general an individual will be considered an accredited investor if he or she: earned income
that exceeded $200,000 (or $300,000 together with a spouse) in each of the prior two years,
and reasonably expects the same for the current year, OR has a net worth over $1 million,
either alone or together with a spouse (excluding the value of the person’s primary residence
and any loans secured by the residence (up to the value of the residence)). There are other
ways to qualify, and certain States modify these requirements. It is the responsibility of
Users of the Website to decide if they meet those qualifications. Issuers of shares should
perform appropriate due diligence before approving prospective buyers to bid on their shares.

7. Restricted Securities. The Assets listed on the Website may be restricted securities. There
may be regulatory restrictions related to how or when they were issued, or restrictions
imposed by the Issuer of the shares. The shares should be regarded as long-term investments,
without a public market for the shares.

8. Due Diligence. Prospective bidders/buyers are advised and encouraged to perform all
necessary due diligence before bidding on an Asset; and all parties are advised and
encouraged to seek the help and guidance of a securities dealer, attorney or other suitable
professional before bidding on any Asset.

9. Release of Liability. Because PC is a venue, in the event that you have a dispute with a
Seller, Issuer or other party, you agree to release PC and any of its affiliates, officers,
directors, agents, subsidiaries, joint ventures and employees, from claims, demands and
damages (actual and consequential) of every kind and nature, known and unknown, suspected
and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such
dispute. You acknowledge and understand that all available information was prepared by
parties other than PC, and further acknowledge and understand that PC makes no
representation or warranty whatsoever, express or implied, with respect to the content,
completeness or accuracy of the information provided on the Website. If you are a California
resident, you waive California Civil Code §1542, which says: "A general release does not
extend to claims which the creditor does not know or suspect to exist in his favour at the time
of executing the release, which if known by him must have materially affected his settlement
with the debtor."

10. Hold Harmless. User shall defend, and hold harmless PC and its affiliates from and
against any and all claims, demands, causes of action, losses, damages, liabilities, judgments,
costs and expenses (including attorneys' fees) incurred by PC as a result of any violation or
failure by User, or any individual or entity to whom it has disclosed information, to comply
with the provisions of this Agreement.

11. Termination of Use of Website. Without limiting any of its other remedies, PC may
suspend or terminate your use of the Website if we suspect, in our sole discretion, that you
(by conviction, settlement, investigation, or any other reason) have engaged in fraudulent
activity.

12. Your Information. "Your Information" is defined as any information you provide to us in
the registration or bidding process or through any email feature or survey. PC will only use
Your Information in accordance with this Agreement and our Privacy Policy

13. Prohibited Activities. Your Information and your activities on the Website shall not: (a)
be false, inaccurate or misleading; (b) be fraudulent; (c) infringe any third party's copyright,
patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d)
violate any law, statute, ordinance or regulation; (e) contain any viruses, Trojan horses,
worms or other computer programming routines that may damage, detrimentally interfere
with, surreptitiously intercept or expropriate any system, data or personal information or (f)
create liability for PC or cause us to lose (in whole or in part) the services of our ISPs or other
suppliers.

14. Subscription Emails. By registering as a User you are subscribing to receive emails from
the Website. When you show interest in a specific Auction or group of Auctions, you are
opting in to receive informational emails about those Auctions. You may opt out from
receiving those emails. You are required to receive certain emails, for example, when placing
a bid or resetting a password.

15. Interference with Website. Much of the information on the Website is updated on a real-
time basis and is proprietary. You agree that you will not use any robot, spider, scraper or
other automated means to access the Website for any purpose without our express written
permission. Additionally, you agree that you will not: (i) take any action that imposes, or may
impose in our sole discretion an unreasonable or disproportionately large load on our
infrastructure; (ii) copy, reproduce, modify, create derivative works from, distribute or
publicly display any content (except for Your Information) from the Website without the
prior expressed written permission of PC and the appropriate third parties as applicable; (iii)
interfere or attempt to interfere with the proper working of the Website or any activities
conducted on the Website or (iv) bypass measures we may use to prevent or restrict access to
the Website.

16. Breach of Terms and Conditions of Website. Without limiting other remedies, we may
limit your activity, immediately remove your bid(s), warn our community of your actions,
issue a warning, temporarily suspend, indefinitely suspend or terminate your use of our
Website and refuse to provide our services to you if (a) we believe that you have breached the
terms and conditions of this Agreement or the documents incorporated by reference; (b) we
are unable to verify or authenticate information you provide to us or (c) we believe that your
actions may cause financial loss or legal liability for you, other Users or PC.

17. Disclaimer of Warranty. PC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS

AND SUPPLIERS PROVIDE THE WEBSITE AND THEIR SERVICES "AS IS" AND "AS
AVAILABLE" AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESSED,
IMPLIED OR STATUTORY. PC AND ITS AFFILIATES, THEIR OFFICERS,
DIRECTORS, EMPLOYEES AND THEIR SUPPLIERS SPECIFICALLY DISCLAIM
ANY IMPLIED WARRANTIES OF TITLE, MERCANTIBILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT REGARDING THE ASSETS ON
THE WEBSITE.

18. Limitation of Liability. IN NO EVENT SHALL PC, ITS OFFICERS, DIRECTORS,

EMPLOYEES OR ITS AGENTS OR SUPPLIERS BE LIABLE FOR LOST PROFITS OR
ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF
OR IN CONNECTION WITH THE WEBSITE, OUR SERVICES OR THIS AGREEMENT
(HOWEVER ARISING, INCLUDING NEGLIGENCE). PC's LIABILITY, AND THE
LIABILITY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO
YOU OR ANY THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO $1. This
Agreement, including this limitation of liability, shall be enforceable by PC and any of its
affiliates.

19. Indemnity Provision. You agree to indemnify and hold PC, and its affiliates and our
respective officers, directors, agents, and employees, harmless from any claim or demand,
including reasonable attorneys' fees, made by any third party due to or arising out of your
breach of this Agreement or the documents it may incorporate by reference, your improper
use of the Website, services tools or applications, and/or your violation of any law or the
rights of any third party.

20. Release. If you have a dispute with one or more Users, you agree to release PC and our
affiliates, and our respective officers, directors, agents and employees from claims, demands
and damages (actual and consequential) of every kind and nature, known and unknown,
arising out of or in any way connected with such dispute. In entering into this release, you
expressly waive any protections (whether statutory or otherwise) that would otherwise limit
the coverage of this release to include only those claims which you may know or suspect to
exist in your favour at the time of agreeing to this release.

21. Compliance With Applicable Laws. You shall comply with all applicable domestic and
international laws, statutes, ordinances and regulations regarding your use of our service.

22. Re-affirmation of User Agreement. Each and every request on a page on the Website,
made by a visitor or User, or action by a User, such as using a password, to gain access to
Auction or other information shall constitute visitor's or User's re-affirmation and acceptance
of the terms and conditions of this Agreement.

23. Notice Procedure. Except as explicitly stated otherwise, any notices shall be given by
Postal Service mail to Primer Capital Limited , 196 High Road, N22 8HH, London, UK (in
our case), or to the email address or mailing address that you provide to us during the
registration process (in your case). Notice shall be deemed given 24 hours after email is sent,
unless we are notified that your email address is invalid. Alternatively, we may give you
notice by Postal Service mail, postage prepaid, delivery confirmation requested to the address
that you provided to us during the registration process. In such case, notice shall be deemed
given three (3) days after the date of mailing.

24. Choice of Law and Integration . This Agreement shall be governed in all respects by the
laws of the UK. We do not guarantee continuous, uninterrupted or secure access to our
services; and operation of the Website may be interfered with by numerous factors outside of
our control. If any provision of this Agreement is held to be invalid or unenforceable, such
provision shall be struck and the remaining provisions shall be enforced. You agree that this
Agreement and all incorporated agreements may be automatically assigned by PC in
accordance with the "Notice Procedure" in our sole discretion. Headings are for reference
purposes only and in no way define, limit, construe or describe the scope or extent of such
section. Our failure to act with respect to a breach by you or others does not waive our right
to act with respect to subsequent or similar breaches. This Agreement sets forth the entire
understanding and agreement between us with respect to the subject matter hereof.