Jenson Seed EIS Fund - Clubfinance

ClubfinanceADDITIONAL ANTI-MONEY LAUNDERINGINFORMATION 1Please complete all the fields below in block capitals, using black or blue ink. Please remember to sign the form.For some types of investment we need to collect additional information to satisfy anti-money laundering requirements.Name of investment(s) you are applying for: Amount(s) invested (£):Origin of funds (tick all that apply): Personal savings Savings & investment income Earned income (e.g. salary/bonus) Inheritance Sale of investments / other assets Compensation payment Lottery / betting win GiftOrigin of funds (tick all that apply) - continued: Policy claim / maturity Other (please specify)___________________________________________Purpose of transaction (tick all that apply): Investment Tax planning Other (please specify)___________________________________________SOURCE OF FUNDS (payment must be from a personal UK bank or building society account in your name) CHEQUE(S) enclosed with application(s) BANK TRANSFER(S) (not all products allow this) – if using this method, please: include an original bank statement less than 3 months old (not printed from the internet),or a cheque crossed through with “VOID”, to support the account used (if not previouslyprovided); and complete the following informationBank / building society:Account holder(s):Account number:Sort code:I confirm that I will be making the application(s) on my own behalf and not as a trustee,nominee, agent or in a fiduciary or any other capacity for any other person(s).Full name:Occupation:Signature:Date:APPLICATION CHECKLISTPlease send to Clubfinance Ltd (PO Box 1036, Hemel Hempstead, Hertfordshire, HP1 2WU) This form Clubfinance Client Declaration Identification documents (if not already sent to Clubfinance) If investing by bank transfer, bank/building society statement (

ClubfinancePage 2 of 3ELECTIVE PROFESSIONAL CLIENTDECLARATION & QUESTIONNAIRE6ASSESSMENTFor the investments for which you are seeking classification as an Elective Professional Client, Clubfinancemust assess your expertise, experience and knowledge, to gain reasonable assurance that you are capableof making your own investment decisions and understanding the risks involved. Clubfinance will rely on theinformation you supply below, and, using this and any other information held about you as a Clubfinancecustomer, will determine whether to classify you as an Elective Professional Client for some or all theinvestments listed at the top of this document.Investing Experience(An investment may fall into more than one categoryand should be included in all applicable categories.)Shares on London Stock Exchange (e.g. FTSE 100,250) excluding Venture Capital Trusts (VCTs)Venture Capital Trusts (VCTs)Shares Quoted on Alternative Investment Market (AIM)or PLUS Market (OFEX)Unquoted SharesNon-EIS Managed PortfoliosDirect investment in individual EIS qualifying sharesApproved EIS FundsUnapproved EIS funds / EIS managed portfolios (notincluding Approved EIS Funds)Unregulated Collective Investment Schemes (notincluded elsewhere)BPRA investmentsOther alternative investments (including, EZTs,EZPUTs and other unauthorised unit trusts, QualifiedInvestor Schemes, direct property investment,derivatives, CFDs, structured products (please specify)No. ofinvestmentsmade overpast yearTypicalinvestmentsize over pastyear (£)Total no. ofinvestmentsmade over ayear agoPlease describe your investment selection process: (e.g. make own investment decisions; personalrecommendation by adviser; investment made on my behalf by adviser/portfolio manager)Does your financial instrument portfolio, defined as including cash depositsand financial instruments, exceed EUR 500,000?YES / NOOther relevant experienceCurrent profession (or formerprofession if retired)Have you worked in the financial sector for at least one year in a professional position, which requiresknowledge of the following?EIS investmentsYES / NOSmaller company sharesYES / NOUnregulated Collective Investment SchemesYES / NOClubfinance Ltd. Registered Office: Charleston House, 13 High Street, Old Town, Hemel Hempstead, Hertfordshire, HP1 3AATelephone: 01442 217 287, Fax: 01442 241 045. Registered in England, Registered Number: 04522114Clubfinance Ltd. is authorised and regulated by the Financial Services Authority (400139). © 2010-2013 Clubfinance Ltd. all rights reserved.

ClubfinancePage 3 of 3Are you an approved person on the Financial Services AuthorityRegister?If so, please provide your Individual Reference Number:ELECTIVE PROFESSIONAL CLIENTDECLARATION & QUESTIONNAIRE6YES / NOHave you had relevant experience of the types of investment/company listed in the tables above, for exampleas: Director; Adviser; Fund Manager; Corporate Financier; Consultant; Auditor; Accountant; Business Angel(and if so if you are member of a Business Angel Network). Please provide details including how recently andfor how long.Relevant qualificationsDo you have any relevant qualifications or training, e.g. degree or professional qualification?KnowledgeHow do you keep up-to-date with your technical knowledge, and changes in the market, products, legislationand regulation?Understanding risksDo you understand that these investments are high risk, and have fewer regulatory protectionsand controls compared to regulated collective investment schemes?Do you understand that tax legislation is complex and subject to change at any time, and aninvestment could lose or fail to qualify for a particular tax treatment, which could result in lossof reliefs?Do you understand that these investments can be volatile and that you could lose some or allof your original investment?Do you understand that it may be difficult to obtain reliable information about theseinvestments, and there may be difficulty in selling at a reasonable price, or at all?Do you understand that these are generally long-term investments and you may not be able toexit the investment for a considerable period of time?Do you understand that the charges on these investments can be very high?Do you understand that unforeseen circumstances could result in the loss of your investment?YES / NOYES / NOYES / NOYES / NOYES / NOYES / NOYES / NOAny other relevant information (any other information that may be relevant to Clubfinance’s assessment)Clubfinance Ltd. Registered Office: Charleston House, 13 High Street, Old Town, Hemel Hempstead, Hertfordshire, HP1 3AATelephone: 01442 217 287, Fax: 01442 241 045. Registered in England, Registered Number: 04522114Clubfinance Ltd. is authorised and regulated by the Financial Services Authority (400139). © 2010-2013 Clubfinance Ltd. all rights reserved.

Clubfinance CLIENT DECLARATION 23Clubfinance Ltd (‘Clubfinance’) does not provide advice or recommendations, and does not assess appropriateness. We offera discount arranging and introducing service only (i.e. an execution-only service).All new product arrangement/introduction (including additional investment/cover and fund switching)It is important that you read, understand and retain copies of the current documentation relating to the product (and fund(s)if applicable) you are arranging or being introduced for: for non-investment insurance, a personal illustration (detailed quote) and Keyfacts document (key features/policysummary), noting in particular the information on cancellation rights and significant or unusual exclusions or limitations; for investments, the key features document(s), &/or Key Investor Information Document(s), &/or simplifiedprospectus/mini-prospectus/prospectus &/or securities note &/or memorandum, &/or brochure &/or particulars &/oroffer(ing) document applicable to each product, plus the product provider’s/providers’ terms of business if separate; for investments, information regarding the amount of commission that Clubfinance will receive.For change of agentIt is important that you understand the following. 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Please note also that if Clubfinance is not indicated as youragent for a particular transaction, you may not benefit from Clubfinance’s rebates/discounts.For all businessIt is important that you understand the following before proceeding. The terms and conditions that will apply to Clubfinance’s service, as set out in Clubfinance’s Terms of Business and“Keyfacts about our services”. You should read these carefully and retain copies. Current versions are available onwww.clubfinance.co.uk/documentation.php or on request. The risks attached to a particular product, so in addition to the product documentation you should read any relevantClubfinance additional risk warnings (e.g. for VCTs, EISs, ISA transfers). Clubfinance offers an execution-only service, and therefore Clubfinance, its employees, servants &/or agents cannotprovide you with advice or recommendation as to the suitability or appropriateness of a product, or the use of trusts. If you are not confident that you are able to determine whether a product is suitable and appropriate for you, youshould not use our service, and should seek advice from a firm that can advise you. If you have not received or been able to access, or have any doubt that you have received, all the relevantinformation, you should contact us. It is your responsibility to monitor and determine the ongoing suitability and appropriateness of the products forwhich Clubfinance is your agent. If you are unable or have any doubt that you are able to do this, you should seek advicefrom a firm that can give it.If you do not understand any aspect of our service, terms of business or other documentation, or the relevant productdocumentation, you should ask us for further information before using our service or proceeding with the transaction.I/We confirm that I/we have answered accurately on the application form and other documents. I/We confirm that I/we haveinstructed Clubfinance to arrange/introduce this/these product(s) on my/our behalf, or if on behalf of a business, I/weconfirm that I/we have the necessary authority to enter into such a transaction.SIGNED (all parties to sign):FULL NAME(S) (and job title if on behalf of a business) BLOCK CAPITALS PLEASE:DATE:E-MAIL ADDRESS (E-mail is our preferred means of communication):Our Terms of Business allow us to include marketing information from Clubfinance with other communications to you. Clubfinance will notsupply your information to third parties for marketing purposes.Opt in. If you would like to receive additional marketing information from Clubfinance please tick your areas of interest:general investments , EIS & VCT , other higher risk investments , insurance , mortgages Methods by which Clubfinance can send you this information (or leave blank for both): e-mail , post If you have already opted in and you leave the boxes above blank, we will retain your preferences unless you opt out by ticking this box Clubfinance Ltd. Registered Office: Charleston House, 13 High Street, Hemel Hempstead, Herts, HP1 3AA. Tel: 01442 217287, Fax: 01442 241045Registered in England, Registered Number: 04522114. Clubfinance Ltd. is authorised and regulated by the Financial Services Authority (400139)

JensonSeed EIS Fund

Communications House26 York StreetLondon W1U 6PZT 020 7873 2122 F 020 7183 7908 E info@jensonseedeis.comwww.jensonseedeis.com

02 Jenson Seed EIS FundImportant Notice 03Important noticeThis document describes arrangements bywhich investors who wish to make venturecapital investments primarily in Seed EISQualifying Companies but also in EIS QualifyingCompanies, may appoint Foresight GroupLLP (“Foresight” or the “Fund Manager”) toact as their common discretionary investmentfund manager and to manage theinvestments which are made on their behalf.Foresight Group LLP is authorised to act as adiscretionary investment fund manager bythe UK Financial Services Authority (“FSA”), itsregistered office is at ECA Court, South Park,Sevenoaks, TN13 1DU and its FSA registrationnumber is 198020.In connection with these arrangements,Jenson Funding Partners LLP (“Jenson LLP”)provides services to the Fund Manager asits strategic adviser and will also providemonitoring services in connection withthe Fund through its designated memberJenson Solutions Limited (“Jenson Solutions”)(together with Jenson LLP, “Jenson”). If andto the extent that the performance of theseservices by Jenson constitutes any activitiesof the kinds referred to in paragraph 2 ofthe Appointed Representative Regulationsthe Fund Manager has appointed Jensonas its appointed representative for thepurposes of carrying out those activities inthe proper performance of its duties, butonly to the extent that the Fund Managerwould be responsible at common law or byvirtue of any enactment or regulation or byvirtue of the rules of any relevant regulatoryorganisation by which the Fund Manageris regulated at the time being. The FundManager has accepted responsibility, to thesame extent as if it had expressly permittedit, for anything Jenson does or omits to doin carrying on these services on this basis.These arrangements together constitute theJenson Seed EIS Fund (the “Fund”).This document constitutes a financialpromotion relating to the Fund and isboth issued and approved by the FundManager in accordance with section 21 ofFinancial Services and Markets Act 2000.The Fund Manager and Jenson LLP havetaken all reasonable care to ensure thatthis Information Memorandum is fair, clearand not misleading, but the statements ofopinion or belief contained in this documentregarding future events constitute their ownassessment and interpretation of informationavailable to them at the date of issue of thisdocument and no representation is madethat such statements are correct or that theobjectives of the Fund will be achieved.Additionally, some information containedin this document has been obtained frompublished sources prepared by otherparties and no responsibility is assumedfor the accuracy or completeness of suchinformation. Accordingly each prospectiveInvestor must determine for himself/herselfwhat reliance (if any) he/she should placeon such statements and information andno responsibility is accepted by Foresightor Jenson LLP in respect thereof. Theinformation and illustrations in this documentare stated as at 10 August 2012.This document does not constitute, and maynot be used for the purposes of, an offer toor invitation to treat by any person in anyjurisdiction outside the United Kingdom. Thisdocument and the information containedin it are not for publication or distribution topersons outside the United Kingdom.It is very important that you carefully readand fully understand this document andthe risks involved with the arrangementsdescribed in this document so that you candecide whether they are right for you. Theopportunity described in this document isNOT suitable for all. Key risks are explainedin section 1 of this Information Memorandumand should be carefully considered. Youshould seek your own independent adviceand then rely on your own independentassessment of the Fund; nothing inthis document constitutes tax, legal orinvestment advice.

04 Further Information & Glossary 05Further InformationIf you have any questions at all, pleasecontact your financial adviser in the firstinstance. If you would like further information,please do not hesitate to get in touch bytelephone or send us an email. Making theright investment decision is more importantthan ever in the current climate, and wewant you to feel comfortable about makingan informed decision about whether or notto invest in the Fund.Paul JenkinsonT 020 7873 2122E pnj@jensonsolutions.comMartyn KnightT 020 7873 2122E mknight@jensonsolutions.comSarah BarberT 020 7873 2122E sbarber@jensonsolutions.comGlossaryA glossary of the terms used in thisInformation Memorandum can be found inthe Appendix at the back of the document.

06 Jenson Seed EIS FundWelcome to the Jenson Seed EIS Fund 07Welcome to the Jenson Seed EIS FundDear Investor,We are pleased to introduce the JensonSeed EIS Fund to you as a prospectiveInvestor. The Jenson Seed EIS Fund has beenestablished to give private investors exposureto creative, committed and ambitiousentrepreneurs and their start-up companies,which with the Fund’s investment maybecome the next “big things” in British andinternational business. Jenson LLP is acting asthe strategic and operations adviser to theFund and is the appointed representative ofthe Fund Manager.With banks still reluctant to lend, partly as aresult of the current economic malaise, privateequity investment is now an increasinglyimportant source of capital for start-upsand with over three hundred thousand newbusinesses created in the last two years 1 , thereis a growing demand for capital and a poolof businesses ripe for investment. By launchingthe Jenson Seed EIS Fund with the FundManager, Jenson is well placed to exploit this.1According to the Office of National StatisticsOctober 2011 there were just over 2 millionbusinesses registered for VAT at the start of 2011 and14.7% of those were under 2 years oldhttp://www.ons.gov.uk/ons/rel/bus-register/ukbusiness/2011/index.htmlInvesting in start-up businesses has alwayshad significant upside potential but hastraditionally been a hard market for privateinvestors to access. Moreover, investing instart-ups has always been perceived asbeing high risk. However, the government’sintroduction of the Seed EnterpriseInvestment Scheme (“SEIS”) to complementthe existing Enterprise Investment Scheme(“EIS”), in effect for tax year 2012/13 withits specific focus on small start-ups and itssubstantial tax benefits, reduces these risksand makes investing in start-up businessespotentially lucrative for private investors.The Jenson Seed EIS Fund is one of the firstinvestment funds to allow private investorsto take advantage of the reliefs offered byboth the SEIS and the EIS and this coupledwith its strategy of targeting a diverserange of high quality start-ups providesan early and attractive opportunity forprivate investors to invest in companies withsignificant growth potential.Investors will benefit from the expertise andexperience of Jenson and their integratedapproach to the management of theJenson Seed EIS Fund’s Investments incooperation with the Fund Manager. TheFund Manager is one of the UK’s leadingventure capital providers and fundmanagers with over twenty-five years ofsuccessful realisations.With the growing reputation of Jenson inthe corporate finance advisory sector anda wealth of experience in advising andproviding accountancy services and financedirectors to start-ups, Jenson is well placed tosource and evaluate promising investmentprospects for the Fund and to support theFund Manager in evaluating and negotiatingcost-effective deals for investment. JensonSolutions will work closely with the InvesteeCompanies during the term of the Fund’sInvestment, providing accountancy, strategy,financial planning and advisory services,the costs of which are normally beyond themeans of start-up businesses.In addition to the prospect of teamingup with Jenson’s corporate finance andbusiness experts, the Jenson Seed EIS Fund’sappeal to prospective Investee Companiesshould be further boosted by the potentialto help secure, in certain situations, a largerEIS Qualifying Investment to follow up aninitial SEIS Qualifying Investment when theInvestee Company has reached the stagewhere it requires further financing to grow.All investors in the Fund will be offered theopportunity to join the register of potentialco-investors. This will mean that as andwhen appropriate, Investors will have theopportunity of directly co-investing with theFund in particular Investments.The Jenson Seed EIS Fund has alreadystarted to identify an attractive pipeline ofinvestment opportunities and is aiming toachieve a significant return of at least 30 percent internal rate of return (“IRR”) per annumnet of tax on every SEIS Qualifying Investmentand 21.5 per cent IRR net of tax reliefs on EISQualifying Investment.We are pleased to invite you to invest inthe Fund, therefore please find theapplication form on page 109 of thisInformation Memorandum.Yours sincerely,Paul Jenkinson,Managing Director of Jenson Solutions Ltdand designated member ofJenson Funding Partners LLP

08 Jenson Seed EIS Fund09DirectoryFund ManagerStrategic AdviserAdministrator &CustodianNomineeSolicitors & TaxAdvisersForesight Group LLP, a limited liability partnership registered inEngland and Wales with registered number OC300878 whoseregistered office is ECA Court, 24-26 South Park, Sevenoaks, KentTN13 1DU. Authorised and regulated by the Financial ServicesAuthority under number 198020Jenson Funding Partners LLP, a limited liability partnershipregistered in England and Wales with registered numberOC375306 whose registered office is at Communications House,26 York Street, London W1U 6PZReyker Securities plc, a public limited company registered inEngland and Wales with registered number 1747595 whoseregistered office is 17 Moorgate, London, EC2R 6AR. Authorised andregulated by the Financial Services Authority under number 115308Reyker Nominees Limited, a wholly owned subsidiary of ReykerSecurities plcR W Blears LLP125 Old Broad StreetLondon EC2N 1ARContents1 RISK FACTORS....................................... 122 HOW TO APPLY..................................... 213 KEY POINTS............................................ 224 ABOUT THE FUND MANAGERAND THE STRATEGIC ADVISER............. 285 INVESTMENT STRATEGY....................... 346 TAX RELIEFS........................................... 407 OPERATION OF THE FUND..................... 518 FUND STRUCTURE ANDADMINISTRATION.................................. 529 FUND MECHANICS................................ 5410 FREQUENTLY ASKED QUESTIONS......... 5611 SEIS AND EIS CONDITIONS................... 5812 INVESTOR’S AGREEMENT..................... 6213 ADMINISTRATOR & CUSTODIAN’SSTANDARD TERMS................................ 90APPENDIX: GLOSSARY OF TERMS................ 99APPLICATION FORM.................................. 109ADVISER & ANTI-MONEYLAUNDERING CERTIFICATE....................... 111INVESTOR & ANTI-MONEYLAUNDERING CERTIFICATE....................... 113Anti-Money LaunderingDue Diligence........................................... 115Schedule.................................................. 117

10 Jenson Seed EIS FundFund Overview 11Fund OverviewFund NameFund StructureJenson Seed EIS FundComplying Fund (non-MiFID)Planned ExitThere is and can be no guarantee of any exit but the FundManager will seek to realise Investments over a period of fiveyears to seven years from the final Closing DateTarget SizeMinimum Amount£5 million£1 millionTarget ReturnInvestee Companies will be selected on the basis of an overalltarget exit consideration for the Fund of 185p for every 100pinvested gross of tax reliefs within five years to seven yearsSector FocusUnquoted high growth companies in range of sectorsand industriesApplicationAcceptanceThe Fund Manager’s acceptance of your Application Pack willcreate a binding agreement between us and you on the termsof the Investor’s AgreementFund ManagerTarget Portfolio SizeMinimumInvestment AmountForesight Group LLP7-45 high growth companies£10,000 (and thereafter multiples of £1,000)ApplicationRejectionIn the event that your application is either not accepted ornot accepted in full, you will be notified and your applicationmonies or the balance of a partially accepted applicationwill be returned without interest by returning your cheque orbanker’s draft or by a cheque drawn in your favourMaximumInvestmentSubject to the overall Fund maximum, there is no maximumfor an individual investor. However, in respect of the taxyear 2012/2013 tax reliefs are only available on a maximuminvestment of £100,000 per individual in respect of SEIS Reliefsand £1,000,000 in respect of EIS ReliefsOpening andClosing DatesThe Fund will open on 10 August 2012 and close on 31 March2013. At the Fund Manager’s discretion there may be a numberof interim Closing Dates so that Investments may be made fromfunds raised by each interim Closing Date

12 Jenson Seed EIS FundRisk Factors 131. Risk FactorsProspective Investors should be aware thatthe value of an Investment in an InvesteeCompany can fluctuate. In addition, thereis no guarantee that the valuation of anInvestment will fully reflect the underlying netasset value or the ability to buy and sell theInvestment at that valuation.Investors should be fully aware of thehigh-risk nature of seed investments inearly stage companies. In addition, thestatements regarding taxation in thisdocument are merely a brief summary andshould not be viewed as constituting taxadvice. Representations in this InformationMemorandum with respect to Tax Reliefsrelate to the generic position of a UKresidentindividual tax-payer and do notamount to tax advice to any person.The information below does not purportto be exhaustive. Additional risks anduncertainties, not presently known to theFund Manager and Jenson LLP, or which theFund Manager currently deems immaterial,may also have an adverse effect onthe business of the Investee Companies.Investors should consider carefully whetheran investment in the Fund is suitablefor them in the light of the informationin this document and their personalcircumstances. If in any doubt whatsoever,an Investor should not invest in the Fund. Inany case, it is strongly recommended thatInvestors seek the advice of their financialadviser or other appropriately qualifiedprofessional adviser.1.1 Risks relating to theInvestee CompaniesSmall unquoted companiesInvestment in smaller, unquoted companies,by its nature, involves a high degree of risk.Proper information for determining their valueor the risks to which they are exposed mayalso not be available. Investment in suchcompanies can offer good investment returnsbut the market for their shares is often illiquidand uncertain by its nature. Consequently,such investment involves a higher degreeof risk than a portfolio of quoted shares.Realisation of investments in unquotedcompanies can be difficult and may takeconsiderable time. Investment in smallerand unquoted companies is likely to involvea higher degree of risk than investment inlarger companies and those traded on themain market of the London Stock Exchange.Smaller companies generally may havelimited product lines, markets or financialresources and may be more dependent ontheir management or key individuals thanlarger companies. Although the Fund mayreceive conventional venture capital rights inconnection with its investments, as a minorityinvestor it may not be in a position to fullyprotect the interests of Investors.No liquid market on a public exchangefor InvestmentsThere is no liquid market on any publicexchange or elsewhere, nor is there intendedto be such a market for Investments; as such,an Investment made through the Fund willnot be readily realisable.Dependent on investment opportunitiesThe level of returns from Investments may be lessthan expected if there is delay in the Investmentprogramme, such that all or part of the netproceeds of the Fund are held in cash or nearcash Investments for longer than expected,or if the returns obtained on Investments areless than planned, or if Investments cannot berealised at the expected time and values. Therecan be no guarantee that suitable Investmentopportunities will be identified in order to meetthe Fund’s objectives.Fund performanceThe performance of the Fund is dependent onthe ability of the Fund Manager and JensonLLP to identify appropriate Investee Companiesand on the ability of the Investee Companiesto perform in line with their respective businessplans, from which their income may be lowerthan their costs. The number and the diversityof Investments will depend on the timing ofyour Contribution relative to the timing ofContributions by others. Early Investors in theFund are likely to enjoy a greater number andmore diversity than later Investors.Regulatory changeLegal and regulatory changes could occurduring the life of the Fund that may adverselyaffect the Fund or its Investors. These mayinclude environmental, safety, labour andother regulatory and political authorities, orforce majeure acts, terrorist events, or otheroperating risks.The value of investments may fluctuateThe value of the Fund’s Investments maygo up or down. An Investor in the Fund maynot get back the full amount invested andconsequently may lose some or all of thefunds invested.Medium-long term investmentThe timing of exits from Investee Companiesmay take longer than anticipated. AnInvestment in the Fund should be considereda medium to long-term investment.SuitabilityThe performance of the Fund is dependenton the ability of the Fund Manager andJenson LLP to identify appropriate assetsand companies. Portfolio Companiesmay fail, Investments may be realised forsubstantially less than the acquisition cost,or they may be impossible to realise at all.Investee Companies may accept otherequity or debt capital which ranks higherthan the Fund’s Investments in an insolvencysituation. Investors should only considerinvesting if this is a risk they can afford tobear, having taken independent advice.Strategy of Investee CompanyThe Fund will in a number of cases takeminority positions in Investee Companies.Although minority investor protections will besought at the time of Investment, there canbe no guarantee that the Fund will materiallyinfluence the strategy and decision makingof the Investee Company if other Investorsholding a larger stakes hold different views onthe future direction of the business.

14 Jenson Seed EIS FundRisk Factors 15Retention of key directors or employeesSmall businesses are highly dependent on theskills of their management teams. The departureof any of an Investee Company’s directorsand/or key employees or the Fund Manager orJenson’s directors and/or key employees couldhave a material adverse effect on the businessof the Investee Companies.No warranty on valuationsNo warranty is given on any valuationsprovided to Investors that any such valuationis capable of being attained on a realisationof the Investment.Past performanceThe past performance of the FundManager and Jenson and their respectivemanagement teams, or of investmentsmanaged by them, is not necessarily a guideto the future performance of the Fund.1.2 Risks relating to Investorsseeking Tax ReliefsThere are several circumstances in whichan Investor could cease to qualify for anyof the Tax Reliefs offered by the SEIS or EISand as a result any tax which would havebeen payable to HMRC, but for the Investorsobtaining Tax Reliefs, could becomepayable. These circumstances may relate toan Investee Company ceasing to be a SEISor EIS Qualifying Company or the Investorhimself/herself failing or ceasing to qualify forSEIS Relief or EIS Relief.Loss of CGT wipeout reliefCGT wipeout relief under the SEIS could belost if an Investor ceases to be resident in theUnited Kingdom within three years of makingan Investment through the Fund.Receipt of valueAn Investor could cease to qualify for theSEIS Relief or EIS Relief if he/she has receivedvalue from an Investee Company at any timesince its incorporation or within three years ofmaking his/her Investment through the Fund.Payment of a dividend, however, would nottypically be regarded as a receipt of value.Cessation of tradeIf an Investee Company ceases to carry on itsbusiness within three years of an Investment,this could prejudice its qualifying status underthe SEIS or EIS. The situation will be closelymonitored with a view to preserving theInvestee Company’s qualifying status but thiscannot be guaranteed.Failure to meet SEIS or EIS qualifyingrequirementsA failure to meet the qualifying requirementsfor the SEIS or EIS could result in:• the requirement for Investors to repay the 50per cent income tax relief under the SEIS or30 per cent under the EIS income receivedon subscription of shares in the InvesteeCompanies and interest on the same;• a liability to tax on capital gains followinga disposal of an Investment; and• any deferred gain crystallising in respectof an EIS Qualifying Investment or the lossof CGT wipeout relief in respect of SEISQualifying Investments.HMRC approvalIf available during the investment process,provisional approval will be sought fromHMRC that the Investee Companies and theiractivities should qualify under SEIS or EIS, andthat SEIS or EIS claims will be agreed. However,there is no guarantee that HMRC approvalwill not be subsequently withdrawn. In thosecircumstances, contributions will not be returnedto Investors. If HMRC approval is subsequentlywithdrawn, Tax Reliefs would not be available toInvestors or would be withdrawn.Funding requirementsUnder the SEIS rules, an Investee Company inwhich the Fund invests is required to have utilisedin its qualifying trade at least 70% of the amountit raises before the Investors can claim any SEISRelief. In addition, the Investee Company mustuse all the remaining 30% of Investment moniesfor which SEIS Relief has been claimed withinthree years of the Investment being made.If an Investee Company fails to utilise these fundscorrectly, the Investee Company would be inbreach of the SEIS regulations and tax relief maybe unavailable or withdrawn.Under the EIS rules, an Investee Company inwhich the Fund invests is required to have utilisedall the Investment monies (after the deductionof issue costs) within 24 months of the date ofcommencing its trade. If an Investee Companyfails to utilise these funds within this deadline, theInvestee Company would be in breach of theEIS regulations and tax relief may be unavailableor withdrawn. The Fund Manager expectsInvestments to comply with the requirements toutilise their funds within the prescribed limits.Sale within three yearsA sale of an Investment within three yearsor (in the case of the EIS if later) within threeyears of commencing to trade where theInvestee Company was only preparing totrade at the time the Investment was madewill result in the SEIS or EIS income tax reliefavailable upon investment of those sharesbecoming repayable to HMRC and (in thecase of the EIS) any deferred gain would besubject to capital gains tax.The SEIS or EIS Qualifying Investment maybe realised at any timeThe Fund Manager retains complete discretionto realise an Investment at any time, even ifsome or all of the Tax Reliefs relating to thatInvestment may be lost. In making such arealisation, the Fund Manager and Jensonhave no obligation to take into account the taxposition of Investors (individually or generally).

16 Jenson Seed EIS FundRisk Factors 17Investors should take appropriateIndependent Professional AdviceIt is possible for Investors to lose their TaxReliefs by taking or not taking certain steps;Investors are advised to take appropriateindependent professional advice on the taxaspects of their Investment.No liability for loss of valueThe Fund Manager and Jenson shall not beliable for any loss incurred by an Investor inrelation to value received by any personfrom any Investee Company or as a result ofa change in circumstances of an InvesteeCompany at any time.The information in this document is basedupon current taxation and other legislationand any changes in the legislation orin the levels and bases of, and reliefsfrom, taxation may affect the value of anInvestment in the Investee Company. Taxlegislation and HMRC practice are subjectto change at any time and the Tax Reliefsmay be amended or withdrawn. The taxreliefs referred to in this document are thosecurrently available and their value dependson the individual circumstances of Investors.1.3 Fund issuesThe Fund Manager reserves the right tocease to manage the Fund in certaincircumstances set out in the Investor’sAgreement, in which event it will try totransfer the Portfolios to another FundManager or to terminate the Fund in anexpeditious way, but there is a possibility thatthe Tax Reliefs may be lost.The Fund Manager will seek to realiseInvestments and to terminate the Fundin an orderly fashion over a period of fiveyears to seven years from the final ClosingDate but it cannot be guaranteed that theInvestments made can easily be realisedwithin this period and, even where they canbe realised, that this can be done on anadvantageous basis.The Fund Manager will normally ensure thatInvestments are allocated amongst Investorson a basis which is in proportion to theirrespective Contributions to the Fund but thiswill depend on the timing and availabilityof Investments with the result that a Portfoliocreated for a later Investor in the Fund maybe different to the Portfolio of an earlierInvestor. Conversely, an early Investor in theFund may not have sufficient uninvestedcash in his/her Portfolio to participate inthe same Investments which are allocatedto a later Investor. The Fund Managermay depart from this basis of allocationif, in its absolute discretion, it considers itappropriate to do so having regard to theoverall investment policy of the Fund andthe benefit of creating diversity within thePortfolios of Investors.Please note however that the FundManager will not provide an individualportfolio management service for Investorswhich is suitable for their individual financialand other circumstances but is undertakingonly to make and manage Investmentson a common basis for all Investors inaccordance with the investment policydescribed in this document.Generally, the Fund Manager reserves the rightto return a small surplus of cash to Investors if itconcludes that it cannot be properly invested.1.4 Potential Conflicts of InterestThere may arise situations where the interestsof the Fund conflict with the interests of otherfunds which may be managed by the FundManager or of the Fund Manager itself.The Fund may invest in companies in whichother funds managed by the Fund Manager,Jenson or associates of Jenson may investor may already hold investments. Decisionsmade by the Fund Manager may be morebeneficial for one fund managed or advisedby the Fund Manager than for any other.The Fund may co-invest with third parties orthrough joint ventures or other entities. Suchco-investing may give rise to the possibilitythat a co-investor or partner may at anytime have economic or business interestsor goals which are inconsistent with thoseof the Fund, or that such person may takeaction contrary to the Fund’s investmentobjectives. The entitlement of the FundManager to the performance fees referredto in the Investor’s Agreement may createan incentive for the Fund Manager to makemore speculative investments on behalfof the Fund than it would otherwise makein the absence of such a performancebasedcompensation arrangement.The Fund Manager may enter into feesharing arrangements with third partymarketeers, including placement agents,or other advisers who refer Investors to theFund, and such marketeers may have aconflict of interest in advising prospectiveInvestors whether to invest in the Fund. Anypotential conflicts of interest will be dealtwith according to the Fund Manager’scompliance manual.

18 Jenson Seed EIS FundRisk Factors 19Conflicts of interest may arise in connectionwith decisions made by the Fund Managerthat may be more beneficial for certainInvestors than for any other. In makingsuch decisions, the Fund Manager intendsto consider the investment objectives ofthe Fund as a whole, not the investmentobjectives of any individual Investor.The Fund Manager may provide certainInvestors with the opportunity to co-investin Investments. Potential conflicts maybe inherent in, or arise from, the FundManager’s discretion in providing suchopportunities to certain Investors. In addition,once such co-investments are made, theFund’s interests and those of co-investingInvestors may subsequently diverge.In addition, a conflict of interest may arisewhere the Investee Companies put forwardby Jenson LLP (in its role as strategic adviserto the Fund Manager), are existing clientsof Jenson Solutions, a designated memberof Jenson LLP. However, in providingprospective Investee Companies to theFund Manager, Jenson LLP will endeavourto put forward companies which meet theinvestment criteria set out in sections 3.1 and5 of this Information Memorandum and inany event, all final investment decisions willlie exclusively with the Fund Manager.1.5 General risksThe subscription for shares in the InvesteeCompanies and the performance of shareswill not be covered by the Financial ServicesCompensation Scheme or by any othercompensation scheme.Subject always to the Fund Manager’s discretionto determine otherwise, if the Minimum FundSize is not reached by the 31 March 2013, noInvestments will be made and Investors’ monieswill be returned without interest.1.6 Forward looking statementsInvestors should not place reliance onforward-looking statements. This documentincludes statements that are (or maybe deemed to be) “forward lookingstatements“, which can be identified bythe use of forward-looking terminologyincluding the terms “believes”, “continues”,“expects”, “intends”, “may”, “will”, “would”,“should” or, in each case, their negative orother variations or comparable terminology.These forward-looking statements includeall matters that are not historical facts.Forward-looking statements involve risk anduncertainty because they relate to futureevents and circumstances. Forward-lookingstatements contained in this document,based on past trends or activities, should notbe taken as a representation that such trendsor activities will continue in the future.The investment described in this documentmay not be suitable for all Investors. Investorsare accordingly advised to consult aninvestment adviser authorised under theFinancial Services and Markets Act 2000, andan appropriately qualified taxation adviser,prior to investing.

20 How to Apply 212. How to ApplyApplication PackIf you want to invest in the Fund you mustcomplete and return the following:PLUS1. Application Form – this must becompleted by all Investors.PLEASE CHECK YOU HAVE SIGNEDAND DATED THE APPLICATION FORM.2. Adviser & Anti-Money LaunderingCertificate – this is from your authorisedfinancial adviser. PLEASE CHECK YOURADVISER HAS SIGNED AND DATED THISCERTIFICATE.QueriesIf you need any assistance completing theApplication Pack or have any questions youshould contact your authorised financialadviser in the first instance, but please donot hesitate to contact us:Jenson by telephone on 020 7873 2122reference SEIS or by e-mail to:seis@jensonsolutions.comReyker Securities plc by telephone on020 7397 2580 reference Jenson SEIS Fundor by email to: safe@reyker.comORInvestor & Anti-Money LaunderingCertificate – you must provide thisif you do not have an authorisedfinancial adviser. IF APPLICABLE, THISMUST BE COMPLETED AND YOU NEEDTO SIGN AND DATE.PLUS3. Payment – you must make paymentof the amount you wish to invest bysending a cheque or banker’s draftwhich should be made payable to the“Reyker Securities plc Client Accountre: Jenson”. Alternatively a paymentcan be made directly to the bankaccount detailed on page 107.Completed Application Packs and yourpayment of the amount you wish to investshould be sent to:JENSON SEED EIS FUNDc/o Reyker Securities plc,17 Moorgate, London, EC2R 6AR

22 Jenson Seed EIS FundKey Points 233. Key PointsBy investing in small, high growth start-ups,the Jenson Seed EIS Fund seeks to offerstrong targeted tax free returns with riskmitigation to individuals looking to takeadvantage of the attractive income taxand capital gains reliefs under the SeedEnterprise Investment Scheme (“SEIS”) andthe Enterprise Investment Scheme (“EIS”).3.1 Investment ObjectiveIn return for subscribing to the Fund, theFund Manager and Jenson LLP seek toprovide Investors with:• A diverse Portfolio of Investments in a widerange of sectors and industries, whichqualify for SEIS Relief and/or EIS Relief.• Certainty of capital deployment throughdealflow introduced by the FundManager and by Jenson LLP.• Strong targeted tax free cash returnsof £1.85 pence 2 for every 100 penceinvested, equivalent to 270 per centreturned to Investors for a net 50p 3invested on SEIS Qualifying Investmentsand 164 per cent returned to Investors fora net 70p 4 on EIS Qualifying Investments.If achieved and taking into account theTax Reliefs, this would represent a 30 percent IRR on SEIS Qualifying Investmentsand 21.5 per cent IRR 5 on EIS QualifyingInvestments. Without Tax Reliefs, theprojected IRR for the Fund is 13%.• Fund launch with a £100,000 cornerstoneinvestment from the Fund Manager andJenson which aligns their interests withInvestors throughout the life of the Fund.2net of all costs3net of taxation4net of taxation5 Internal Rate of Return - the compoundedannual return3.2 Summary of TaxationAdvantagesInvestments in Investee Companies thatare either SEIS Qualifying Investments or EISQualifying Investments give rise to a suiteof valuable tax reliefs.For SEIS Qualifying Investments, the reliefs include:• Income tax relief at 50% of the amountinvested in Investee Companies in theyear of Investment subject to an annualinvestment limit of £100,000 (this isirrespective of your marginal tax rate);• Tax free capital gains when SEIS QualifyingInvestments are sold;• Capital gains tax wipeout on anychargeable gains realised in tax year2012/2013 which are invested in SEISQualifying Investments;• Inheritance tax relief provided theinvestments have been held for two yearsand are held at the time of death; and• Loss relief which can be taken againstincome or as a capital loss.By combining the CGT wipeout relief withthe income tax relief, Investors have theopportunity to make a £100,000 investmentat a cost of only £22,000.For EIS Qualifying Investments, the reliefs include:• Income tax relief at 30 per cent ofthe amount invested in EIS QualifyingCompanies in the year of Investmentor in the preceding tax year up to£1 million from 6 April 2012;• Tax free capital gains when EIS QualifyingInvestments are sold;• Capital gains tax deferral for the lifeof the Investment where a gain realisedon a disposal is invested into a EISQualifying Investment;• Inheritance tax relief provided theinvestments have been held for two yearsand are held at the time of death; and• Loss relief which can be taken againstincome or as a capital loss.Each of these reliefs is explained in more detailin section 6 of this Information Memorandum.Given that the reliefs under the SEIS are morebeneficial than those under the EIS and thatan Investor is limited to income tax reliefunder the SEIS on income of £100,000 perannum, the Fund Manager is proceeding onthe basis that the first £100,000 of an Investor’sContribution is to be invested where possiblein SEIS Qualifying Investments. This is subjectto the need, for regulatory reasons for eachSEIS Qualifying Investment to be followedby a nominal EIS Qualifying Investment asexplained in more detail in section 8.1 of theInformation Memorandum.Any amount over and above £100,000 worthof Contribution by each Investor shall beinvested in EIS Qualifying Companies. If anInvestor would like a different proportion, forexample, they have already made a small SEISinvestment themselves then please contactJenson to arrange the appropriate proportion.

24 Jenson Seed EIS FundKey Points 253.3 Opening and Closing DatesThe Fund will be open to applications on 10August 2012. The final Closing Date of theFund will be 31 March 2013. The Fund mayremain open for further applications at theFund Manager’s discretion. The Fund Managermay, in its discretion, and having regard to thevalue of Contributions received by then andthe available investment opportunities, acceptapplications on one or more interim ClosingDate(s) prior to the final Closing Date, so thatContributions received by then may be investedat that point, whilst the Fund remains open forfurther applications until the final Closing Date.Investors who contribute after an interim ClosingDate may or may not be invested in the sameInvestee Companies as those who contributeearlier, depending on the timing of the makingof Investments. The Fund Manager will most likelyinvest as soon as the Fund reaches its MinimumTarget and therefore Investors may not haveaccess to early Investments if they invest in theFund later in the tax year.3.4 Costs, Fees and IncentiveArrangementsThe way EIS fund charging structures aregenerally set up often mean that Investorsdo not receive tax relief on the full amountof their contribution. Typically, for every£10,000 contributed, only around £9,000 isactually invested (owing to the initial chargeand annual management fees). This is notthe case with the Jenson Seed EIS Fund: toensure that Investors receive tax reliefs onthe full amount of their investment in theFund, charges are made to the InvesteeCompanies rather than to the Fund.3.5 Investee Company FeesInvestment FeeWhen the Fund Manager makes aninvestment in an Investee Company, JensonLLP (on behalf of the Fund Manager andacting through Jenson Solutions) will chargethe Investee Company an initial investmentfee of 5.5% of the amount invested. Thisinvestment fee will settle any agreedcommission or payments to facilitate advisercharges by an Investor’s authorised financialadviser if they have one.Monitoring FeeThe Fund will have certain direct operatingcosts, such as tax, legal, compliance, auditand Administrator & Custodian fees. The Fundwill provide Investors with regular informationon the performance of their Investmentsincluding quarterly valuations and six-monthlynewsletters and statements electronically.To pay for these services and also for themonitoring of Investee Companies byJenson, Jenson LLP (on behalf of the FundManager and acting through JensonSolutions) will charge each InvesteeCompany an annual administration chargeat the rate of £295 per calendar month plus2% per annum on amounts invested (plusVAT if applicable). From this charge JensonLLP may (where applicable) pay an annualtrail commission to an Investor’s authorisedfinancial adviser.Jenson Solutions may also provide eachInvestee Company with operational andaccounting support covering such mattersas financial reporting, business planning,financial modelling, debt fund raising,business management and general dealmanagement (whether in relation to theinitial Investment or otherwise) and maycharge additional fees to the InvesteeCompanies for these services.Other Investee Company chargesThe Fund Manager and Jenson LLP reservethe right to charge exit fees to each InvesteeCompany and (together with their associatedcompanies) will also be entitled to receivefees and other benefits if they provideadditional corporate finance or similar servicesinvolving the Investee Company.Projects which do not proceedto completionThe fees and costs incurred in connectionwith potential Investments in InvesteeCompanies which do not proceed tocompletion will be borne by Jenson LLP.VATVAT will be payable where applicable bythe Investee Company.Performance FeeLinked to the performance of yourInvestment the Fund Manager and JensonLLP will be entitled to a performance fee ifand when a realisation of an Investment inan Investee Company is achieved. This willbe as follows from the sale proceeds:• NO performance fee if the return from anInvestee Company including dividendsand other distributions to an Investor is100p (OR LESS) per 100p contributed inthat Investee Company;• IF on an Investment by Investment basis,the return including dividends and otherdistributions to an Investor from an InvesteeCompany is MORE THAN 100p per 100pcontributed the Fund Manager andJenson LLP will receive a performance feeof 25% of all returns to an Investor above100p per 100p contributed.The entitlement to performance feesmay be paid in cash or structured byway of subscriptions for shares in InvesteeCompanies by or on behalf of the FundManager and Jenson LLP.Many performance incentives work on acumulative basis, however, we believe thatfor very early stage funds an investment byinvestment performance incentive closeraligns the fund management interestswith the interest of investors. Early stagecompanies not only require funding but ahuge amount of pro-active support overmany years including detailed handsonadvice and assistance. By having aperformance incentive on each companyit ensures that the fund manager isincentivised to go beyond the normallevels of support to drive each business to asuccessful exit so far as possible. Cumulativeincentives do not necessarily provide thisassurance to investors over the long-term.For example if the cumulative performanceincentive is significantly under-water afterseveral years there may be little incentive toa fund manager to continue to drive thosebusinesses forward.

26 Jenson Seed EIS FundKey Points 27We believe that given the early stage natureof these Investments, the amount of supportthey will require, the years it may take to realisesome Investments and the need to align theinterests of the Fund Manager and the Investor,an investment by investment performanceincentive is most appropriate.InterestAny interest on Investors monies pendinginvestment by the Fund will be retainedto cover administration costs and notpaid to Investors.No other costsJenson LLP will pay all the costs ofestablishing the Fund, including introductorycommission, payments to facilitate advisercharges, trail commission contracted priorto 30 December 2012, legal and taxationcosts, the preparation of this InformationMemorandum and any other directexpenses incurred.Commission to authorised financial adviserswho advise an Investor to participate in theFund prior to 30 December 2012From our fees, commission may be payableto authorised financial advisers who advisean Investor to participate in the Fund prior to30 December 2012. These may include:• A commission of up to 3% of the amountthat an Investor contributes to the Fundpayable once investments are made(though a commission of up to 3.5%may be payable in respect of earlyContributions as determined by the FundManager and Jenson); and• An annual trail commission of up to0.5% of the amount that an Investorcontributes to the Fund. This would bepayable for up to six years and is cappedat 3% of the amount contributed. Thisamount is paid on an investment byinvestment basis so long as the InvesteeCompany is paying the Monitoring Fee.Commission to authorised non-MiFIDfinancial advisers who advise anInvestor to participate in the Fund after30 December 2012In respect of applications received after30 December 2012 commission may bepayable on the same basis and to the sameextent to authorised non-MiFID financialadvisers who treat their client Investor as anelective professional client in accordancewith COBS 3.5.3 R (1) as having the expertise,experience and knowledge to make his/herown investment decision and to understandthe risks involved in relation to the Fund. TheFund is not subject to MiFID.Facilitation payments to authorisedMiFID financial advisers who advise anInvestor to participate in the Fund after30 December 2012In respect of applications received after 30December 2012 payments which facilitateand which do not unduly influence orrestrict appropriate adviser charges agreedand validated by the client Investor maybe payable to authorised MiFID financialadvisers up to the limits mentioned abovefor so long as and to the extent that thosefacilitation payments can continue to belinked with on-going services provided bythe adviser to the client Investor.The Administrator & Custodian will maintaina register of authorised financial advisersentitled to trail commission and, as the casemay be, on-going facilitation payments, andwill manage the administration of the same.If an Investor changes his/her adviser, he/sheshould inform the Administrator & Custodian ofthe details of his/her new authorised financialadviser, who will be entitled to receive the ongoingpayment instead. Authorised financialadvisers should keep a record of ApplicationForms submitted bearing their stamp tosubstantiate any claim for the above.

28 Jenson Seed EIS FundAbout the Fund Manager and Strategic Adviser 294. ABOUT THE FUND MANAGER ANDTHE STRATEGIC ADVISER4.1 Foresight Group LLPForesight will be the Fund Manager of the Fundwith exclusive responsibility for deciding uponthe Investment strategy and each individualinvestment. Although Jenson is the appointedrepresentative in relation to the Fund and isthe strategic adviser, the final decision to investor divest in each Investment will be made byForesight. Foresight manages private equityinvestments in a wide variety of sectors. It hassuccessfully invested in unquoted companiesin the UK, continental Europe and the USAand has realised more than 50 investments. Itcurrently manages over £400 million of equityinvestments and over £700 million in totalassets including those owned by third parties.Foresight is authorised to act as an investmentfund manager by the UK Financial ServicesAuthority (“FSA”) and its FSA registrationnumber is 198020.The Foresight TeamBernard Fairman – Bernard is the chairman ofForesight and is responsible for group businessdevelopment, strategy and administration,as well as having final responsibility for allsignificant investment decisions made onbehalf of funds managed by the Foresight.Over the past 25 years he has led Foresightdevelopment into a business that nowmanages over £400 million with over 40 staffin the UK and Italy, and in 1997 launchedthe best ever performing VCT. For ten yearshe was a director of smartcard innovatorGemplus and was involved in its growth fromstart-up to over $1 billion of annual revenues.Jamie Richards – Jamie is a CharteredAccountant and has 20 years’ experiencespanning fund management, banking andcorporate recovery. Since joining Foresightin 2000, he has led a number of venture,cleantech and renewable infrastructureinvestments. More recently he has led newproduct development and market entryin the solar and wider infrastructure sectorincluding secondary PPP/PFI traditionalinfrastructure projects. Before Foresight, heworked at PWC, Citibank and Macquarie,both in London and Sydney.Peter English – has been involved in investingsince 1982. He is an engineer with 10 years’experience in the semiconductor industry, atGEC Semiconductors and Nortel. He movedinto the venture capital sector with 3i Venturesin 1982 and cofounded Foresight in 1984.4.2 The Jenson GroupJenson will be the strategic and operationaladviser to the Fund Manager in respectof the Fund. Jenson will be responsible fororiginating sufficient and suitable investmentopportunities, supporting the Fund Managerin negotiating with and monitoring theprogress of Investee Companies andproviding advisory, management andsupport services to Investee Companies.Jenson Solutions, a designated memberof Jenson LLP, was set-up in 2001 by PaulJenkinson, an experienced CharteredAccountant, corporate financier andfinance director. Paul started fund raising forhigh growth companies in 1995 and sincethen has helped raise funding for numerouscompanies. Since 2001 the partners ofJenson Solutions have provided numerouscompanies with financial and operationalsupport to help them grow and develop.Jenson Solutions have a track record ofworking with Foresight on its investmentportfolio. An example of this prior relationshipis with one of Foresight’s investments: in2002 AppDNA (called Camwood at thetime) had lost its main client representinga substantial part of its turnover andJenson Solutions went in to provide financedirector services with a view to trying tosave the business. In 2003, Foresight madean investment in the restructured but stillloss making company and in 2011 sold itsinvestment of £0.77 million for £25 million –a return of 32 times and an IRR of 240%.Jenson partners have also invested inand co-founded a number of businessesthemselves and most recently sold abusiness they co-founded in 2007 to a largeUS Nasdaq quoted company. A numberof Jenson Solutions partners have trainedas accountants with one of the Big Fouraccounting firms and have then movedinto corporate finance, restructuring, privateequity or mergers and acquisitions beforefinally moving into industry as financedirectors of high growth companies. JensonSolutions is regulated by the Institute ofChartered Accountants in England & Walesfor a range of investment business activities.The Jenson partner backgrounds aredetailed below. All are experiencedaccountants with considerable hands oncommercial involvement with a broad rangeof SME businesses. Within this partnershipteam however, there is a useful mix ofadditional specialisms that can be utilisedto help the Fund Manager and InvesteeCompanies as summarised as follows:• Three or more partners with considerableventure capital and private equityexperience to help identify and evaluatebusiness plans and opportunities generally;• Three or more partners with considerablefinancial modelling, systems and outsourcingexperience to help Investee Companiesestablish or expand the operating andaccounting systems and controls;

30 Jenson Seed EIS FundAbout the Fund Manager and Strategic Adviser 31• Three or more partners with considerableturnaround and refinancing experienceto help Investee Companies with anyoperational or financial challenges thatthey may face in the future; and• Three or more partners with considerablemergers and acquisitions experienceincluding larger listed companiesand trade sales to help the InvesteeCompanies prepare for an eventual exit.Jenson Solutions’ TeamInformation on some of the Jenson partners isdetailed below.Paul Jenkinson – Paul is the managingdirector of Jenson Solutions. He qualifiedin 1994 as a Chartered Accountant withDeloitte. He then moved into corporatefinance, raising funds for early stage andhigh growth companies working on buy-outs,mergers and acquisitions and corporatedisposals for private and public companies.In 1999 Paul became finance director of asoftware company and subsequently floatedit on OFEX (now PLUS). In 2001 Paul set-upJenson Solutions to provide interim services.Paul has been instrumental in the growth ofJenson Solutions.Ian Astley – Ian qualified as a CharteredAccountant at Stoy Hayward then joinedDeloitte’s private equity advisory team.During his 11 years with Deloitte, Ian rantheir MBI programme and then their MiddleMarket Corporate Finance team beforemoving to Paris to set up their Private EquityBid Support Service. Subsequently, Ianmoved into Private Equity where he gainedsignificant experience managing a numberof distressed investments and successfulturnarounds. He has also been involved innew investment, restructuring, refinancingand hands on turnaround managementroles. Ian joined Jenson Solutions inNovember 2011.Ian Slater – Ian is a commercial CharteredAccountant with experience of bothgrowing and turning businesses aroundas finance director and non-executiveinvestor. He has over 14 years’ experiencewith SME’s covering M&A at Deloitte, equityinvestment at ECI Partners, Aberdeen AssetManagement and Privet Capital alongwith interim FD roles supporting businessesin need of operational and financialrestructuring. Areas of expertise includebusiness evaluation, cashflow management,capital raising, negotiating for or with banksand investors, working with managementteams through the business turnaroundprocess. Ian joined Jenson Solutions inNovember 2011.John Aiken – John qualified as a CharteredAccountant with KPMG in 1984. Heprogressed to Senior Manager responsiblefor around 30 staff providing audit,accounting and corporate finance servicesto a variety of clients from large multinationalsto owner managed businesses.John also undertook tax compliance workand gained wide experience of quotedcompany reporting issues, includingdealing with the Financial Reporting ReviewPanel. John has extensive experience offundraisings, acquisitions, disposals andreorganisations in addition to broad generalmanagement experience. John joinedJenson Solutions in 2010.Martyn Knight – Martyn qualified as aChartered Accountant in 1987. He has abackground as a manager in corporatereorganisation services at Deloitte and forthe last 18 years has been a commercialfinance director for several SMEs. He hasplayed a leading financial role in the sale oftwo businesses and secured funding for twostart-up companies. In recent years, he hasbeen working in the financial services sectorcombining the CFO role with corporatefinance activities including several fundingand M&A projects. Martyn joined JensonSolutions in May 2012.Martin Spiller – Martin qualified as aChartered Accountant starting his careerin the Corporate Finance Team of ArthurAndersen. Martin was Head of the Foodand Beverage Sector team was involved indisposals, buy-outs and strategic advisoryincluding SME’s to global multinationals. In2003, Martin co-founded a successful, sectorleading, consumer goods business in whichhe had a wide ranging commercial FinanceDirector role. Following a successful exit, Martintook a year out to complete a GraduateDiploma in Law and pursue other interests.Martin joined Jenson Solutions in early 2011and is focussed on fund raising for clients andacquisitions and disposals.

32 Jenson Seed EIS FundAbout the Fund Manager and Strategic Adviser 33Sarah Barber – after qualifying with Deloitteas a Chartered Accountant, Sarah spenttwo years working as an audit managerbefore moving into Reorganisation Servicesworking on a variety of projects includingturnarounds, cashflow management,financial reviews and receiverships. Sarahhas direct experience with interim financedirector roles, financial modeling, IFRSconversions, due diligence reviews, shareoption valuations, planning and complexanalysis in companies of all sizes and overa variety of sectors. Sarah joined JensonSolutions in 2005 and has been heavilyinvolved in the growth of Jenson Solutions.Graham Cole – Graham qualified as aChartered Accountant with KPMG and haspursued a finance based career, mainlywithin SMEs, encompassing both financedirector and managing director roles. Hehas broad experience in the negotiation ofmergers, acquisitions and disposals, havingtaken part in MBOs, one of which he led. HisIT programming skills enabled him to developa process control system which stream-linedproduction and enabled the group to attaina high status in its industry. Graham joinedJenson Solutions in April 2012.Simon Day – Simon is a highly analyticalChartered Certified Accountant with strongIT literacy developed from working for multinational,blue chip companies including fiveyears with KPMG. He has over twenty years’experience as a commercially qualifiedfinance professional with considerableexperience in accounting and financialmanagement, business planning andanalysis, systems implementation, tendermodelling, benchmarking and activitybased costing systems with an aptitude forcomplex financial modelling. He has alsoled, managed and developed numerousfinance teams. Simon joined JensonSolutions in October 2011.Andrew Harwood – Andrew started withKPMG and is both a Chartered CertifiedAccountant and a Chartered InstituteManagement Accountant. Andrew’scareer developed through a number ofcommercial financial positions in SMEs andlarge corporates. Andrew joined JensonSolutions in July 2011 and has workedon a wide variety of projects as well asspearheading business process outsourcing,ISO9001 compliance and auditing practiceworking with a number of existing clients.Helen Lumb – Helen qualified as a CharteredAccountant with Ernst & Young beforemoving into industry. Helen has hadexperience providing interim and part-timefinance director services to SMEs, projectmanagement and system implementations,as well as qualifying as a Business &Executive Coach and NLP Practitioner tosupport small business owners and financeprofessionals in areas such as businessand strategic planning, performance andchange management and finance businesspartnering. Helen joined Jenson Solutions inDecember 2011.Lynn Woodward – Lynn qualified as aChartered Accountant with Deloitte in1995 and after a year as audit managermoved to Harrods where she built up 15years post qualified experience workingin a number of senior financial andcommercial roles spanning finance,marketing and operations. During hertime at Harrods she gained considerableexperience in planning, re-financing,financial modelling, change management,project management, customer relationshipmanagement, shop floor operations anddistribution. Lynn joined Jenson Solutions inSeptember 2011.

34 Jenson Seed EIS FundInvestment Strategy 355. Investment Strategy5.1 Risk MitigationThe Fund will invest in a broad range ofsectors and will carry out in depth andthorough due diligence of prospectiveInvestee Companies including vigorousinterviews with the owners and extensiveanalysis of the companies’ business plans.By investing in a diverse portfolio of InvesteeCompanies with a focus on a wide rangeof sectors and geographical locations,the Fund will reduce its exposure to anyparticular sector or Investee Companywith no more than 25% of any Investor’sContribution being invested into a singleInvestee Company.In addition, once an Investment has beenmade, Jenson Solutions will provide InvesteeCompanies with a range of business supportservices including general management andstrategic advice, financial modelling and,where applicable, the provision of a part-timeexperienced finance director. The lack ofexpert advice is a key factor in the failure ofmany start-ups; while many entrepreneurs arehighly creative and driven individuals, manyhave limited experience of business andfinance. As such Jenson Solution’s supportduring the Investee Companies formativeyears is likely to reduce the risk of InvesteeCompanies not performing to levels predictedby their business plans or failing due to factorsthat would have otherwise been avoidablewith expert advice. Some of these additionalservices will be charged by Jenson Solutions tothe Investee Companies. At all times JensonSolutions will ensure that the fees chargedare for services that help take the InvesteeCompanies forward. In some circumstancesJenson Solutions may take equity in returnfor fees in order to assist Investee Companieswith their cash flows and to further align theinterest of Jenson Solutions and Investors.5.2 General InvestmentStrategy of FundThe Fund Manager has always followeda diligent and disciplined investmentapproach over many years identifyingbusinesses where there is a real opportunityfor long-term capital growth.5.2.1 What companies will theFund invest in?While the Fund will aim to have breadthwith regard to the sector and industry of itsInvestments, Jenson and the Fund Managerwill seek to identify prospective InvesteeCompanies with similar key characteristicsand these include the following:• Generating revenues or with a clear pathto revenue generation;• High growth potential with the possibilityof realising a return of a multiple of atleast five times on the Fund’s Investment;• Disruptive business models that can thrivein a recessionary environment whether bychanging or enhancing a market;• Evidence that a prospective InvesteeCompany’s concept, product or serviceis innovative and has market potentialthrough testing, external validation or bydemonstrating pre-orders;• Addressing market gaps and brand lags –with unique and defendable propositions;• Non-capital intensive business models thatare both scalable and capital efficient; and• Led by an inspiring, energetic andambitious entrepreneur(s) capable ofdelivering the forecast investment returns.The Fund Manager intends that all InvesteeCompanies will qualify for relief as both SEISQualifying Companies and EIS QualifyingCompanies for the purposes of obtainingTax Reliefs.Jenson LLP and the Fund Manager will takesteps to identify and avoid investment in anycompanies which are carrying out or intendto carry out any of the excluded activitieswhich preclude a company from being a SEISor EIS Qualifying Company. A summary of theconditions Investee Companies need to satisfyto be SEIS and EIS Qualifying Companies,including a list of excluded trades is set out insection 11 of this Information Memorandum.As the SEIS Reliefs are more beneficial thanthe EIS Reliefs, initially the Fund Manager willseek where possible to invest exclusively inInvestee Companies that are SEIS QualifyingCompanies. Together with Jenson LLP, it willtherefore be looking for small companieswho are less than two years old, with lessthan 25 employees and with gross assets notexceeding £200,000.5.2.2 How will the Fund findInvestee Companies?Jenson LLP and the Fund Manager willfind prospective Investee Companies in anumber of ways. Both Jenson and the FundManager have an established track recordin identifying high quality start-ups. The verynature of Jenson’s business services meansJenson already has an existing network ofentrepreneurial clients, business contacts andangel investors. Through this network JensonLLP has already identified a pipeline of possibleInvestee Companies. The Fund Manager’stypical investor base comprises many seniorfinance professionals who also regularly providea source of investment opportunities.In addition, the Fund Manager and Jensonhave developed relationships with accountants,lawyers, financial sponsors and otherintermediaries over many years who also mayprovide investment opportunities for the Fund.A further source of potential InvesteeCompanies for the Fund may be companiesin which Jenson or its associates have anexisting investment. Investments in thesecompanies would not only provide the Fundwith an opportunity to build on an establishedrelationship with the entrepreneurs but it wouldalso have the advantage of further aligningInvestors’ interests with those of Jenson.Due to the reputation of the Fund Managerin the venture capital industry, theFund also expects prospective InvesteeCompanies to approach the Fund directly.

36 Jenson Seed EIS FundInvestment Strategy 375.2.3 How will the Fund monitorits Investments?Building a strong working relationship withInvestee Company’s management is often keyto the success of a venture capital investmentbut never more so than with smaller start-upbusinesses, the type in which the Fund willinvest. This is something Jenson and the FundManager have always prioritised.As set out in the risk mitigation section above,Jenson Solutions will play an active role inInvestee Companies during the course ofthe Investment. Jenson Solutions will providea variety of advisory services to InvesteeCompanies, encompassing accounting,corporate finance and general businessstrategy. As part of the working relationship,Jenson Solutions may also appoint a parttimefinance director onto an InvesteeCompany’s board. Jenson Solutions has aready-made stable of experienced financedirectors as the provision of finance directorsis one of its core services with many Jensonpartners having had experience of serving asfinance directors in start-up businesses.In any event, there will always be an openline of communication between Jenson,the Fund Manager and the managementof Investee Companies to ensure thatthe business of the Investee Company isproceeding in line with the business planprovided by the Investee Company. Jensonand the Fund Manager will pay closeattention to results and thoroughly reviewmanagement forecasts.5.2.4 How will the Fund exitits Investments?The Fund Manager has a reputation forachieving successful exits by employing avariety of appropriate strategies includingtrade sales to other companies in the samesector or industry as the Investee Company,listing on a stock exchange or by selling itsshare of the Investee Company to a largerprivate equity firm.5.2.5 When will the Fund exitits Investments?The Fund Manager takes a long-term viewon the Fund’s Investments and aims to onlylook at the possibility of exiting an Investmentafter it has been held for at least three years,thereby ensuring that the Investment has metone of the key qualifying conditions necessaryfor Investors to obtain the Tax Reliefs. However,there may be occasions where an earlier saleis a commercially sensible decision.It is anticipated that most exits from Investmentswill take place after they have been held forfive or seven years though some could takelonger depending on market conditions andthe nature of the Investee Companies.5.3 Type of InvestmentOpportunitiesThe Fund will be investing in a broad rangeof sectors and will carry out in depth andthorough due diligence of prospectiveInvestee Companies including vigorousinterviews with the owners and extensiveanalysis of their business plans. Examples ofthe type of investments we are interested inare detailed below. Although the examplesare derived from recent experience of suchopportunities, these are only representativeand do not necessarily reflect actualinvestment opportunities that are available.5.3.1 Mobile phone software andrelated applicationsMobile phones play an increasingly importantrole in the day to day activities of everyoneand there are host of useful and commerciallyprofitable applications being developed bymany gifted and entrepreneurial softwaredevelopers. Examples of the type of interestingapplications include personal safety, imagerecognition and medical services.5.3.2 Digital media convergenceThe convergence and consolidation of digitalmedia services continues to accelerate withtelevisions, mobile phones, tablets, cameras andcomputers all providing digital media services.There are many innovative service providers thatare helping the on-going revolution in this sector.5.3.3 Social networking servicesThere are an increasing amount of servicesbeing developed that are complementary toestablished social networking websites suchas Facebook and LinkedIn which provideuseful and profitable bolt-on niche services.Alternatively, next generation social andbusiness networking services may provideattractive opportunities for seed investment.5.3.4 Retail websites and E-commerceNearly every business requires a webpresence as part of its promotional activitiesand many websites providing specialistretail services are commercially profitable.In addition, many software developers arestreamlining and simplifying the process fornew entrants. The low costs of entry, therevenue generating capabilities and theambitions of entrepreneurs and softwaredevelopers make this an area of interest forinvestment opportunities.5.3.5 Information software productsBusiness intelligence software productsare able to analyse and provide usefulmanagement information by extractingdata from data-intensive industries. Thestandard search engines are not capable ofdelivering such relevant information and thisis a growth area for software development.

38 Jenson Seed EIS FundInvestment Strategy 395.3.6 Innovative wirelesselectronic productsWireless electronic products are increasinglysetting the standard for electronic productsand there are many dynamic and innovativeSME companies involved with such products.5.3.7 Electronic entertainment andgaming productsThe consumption of gaming and entertainmentproducts has increased dramatically in the lastdecade and there are many specialist softwaredevelopers operating in this field with a strongflow of new products in the pipeline.5.3.8 Datacentre and cloudcomputing servicesThe move away from dedicated IT servicesfor businesses and consumers alike continuesto gather momentum and the flexible andversatile services available are growingrapidly. There are many SMEs providing newand innovative services in this area.5.3.9 Staff recruitment, interim andcontract servicesServices relating to the recruitment and provisionof staff are often provided by specialist SMEswho understand the requirements anddemands of their clients. In this sector, we wouldideally support a successful managementteam to help establish their own companyfollowing a corporate reorganisation or exit.5.3.10 Marketing, PR andadvertising servicesServices relating to brand marketing, publicrelations and advertising activities are oftendriven by dynamic entrepreneurs helpingSMEs promote their products or services.Like recruitment, we would ideally supporta successful management team to helpestablish their own company following acorporate reorganisation or exit.5.3.11 Health and fitness productsThere have been many new health drinksand other products launched over thelast decade and these have often beendeveloped and launched by entrepreneurialSMEs. Market penetration is difficult but thepotential for growth of these products oncebreak-even is achieved is considerable.5.3.12 Online publishing andrelated servicesAnother area undergoing a revolutionarychange in services is publishing with theadvent of online publishing, blogging, iPads,Kindles, tablets etc which are transformingthe way books, magazines, information andarticles are distributed and read. This allowsnew entrants into the publishing market andthe provision of niche or specialist services.5.3.13 Niche products and servicesWe will look at investment opportunitiesin cash generative niche products andservices in the education, training, arts andmusic sectors as well as the more traditionalbusiness sectors such as the building trade,manufacturing, packaging, distribution,storage and transport which have thecapability of steadily growing and realising asuccessful exit.

40 Jenson Seed EIS FundTax Reliefs 416. Tax ReliefsThe Fund takes advantage of somesignificant tax incentives available forinvestors in SEIS Qualifying Companies andEIS Qualifying Companies. These tax benefitshave the effect of greatly increasingthe return and reducing the risk of yourContribution. This Information Memorandumsets out the tax benefits applicable to boththe SEIS and EIS schemes in turn.The figures in this section are examplesonly. They are not, and should not beconstrued as, forecasts or projections ofthe likely performance of the investmentdescribed in this document. Please notethat this is only a condensed summary ofthe taxation legislation and should not beconstrued as constituting advice which apotential Investor should obtain from his/herown investment or taxation adviser beforeapplying for an investment in the Fund. Thevalue of any tax reliefs will depend on theindividual circumstances of Investors.6.1 SEIS Tax ReliefsA summary of the SEIS Tax Reliefs is as follows:Scenario 1 Scenario 2 Scenario 3 Scenario 4Investment Amount £10,000 £10,000 £10,000 £10,000Tax Incentive 1:Income Tax Reliefat 50%£5,000 £5,000 £5,000 £5,000Net cost to Investor £5,000 £5,000 £5,000 £5,000Tax Incentive 2:Capital gains taxwipeout relief at 28%£2,800 n/a (£2,800) n/aNet cost to Investor £2,200 £5,000 £2,200 £5,000Exit Realisation £20,000 £20,000 n/a n/aTax Incentive 3: Taxfree capital gainsTax Incentive 4:Inheritance tax relief£ - £ - n/a n/a£ - £ - n/a n/aTax Incentive 5:Loss relief at 45%n/a n/a (£2,250) (£2,250)NET GAIN/(LOSS)TO INVESTOR£17,800 £15,000 £50 (£2,750)Gain/(loss)percentage on netcost809% 300% n/a n/aGain/(loss)percentage onInvestment amountn/a n/a 0.1% (27.5%)Illustrative examples

42 Jenson Seed EIS FundTax Reliefs 43Tax incentive 1: SEIS Income Tax ReliefUnder Part 5A of the Income Tax Act 2007,as introduced by the Finance Act 2012,you receive income tax relief at 50% of theamount of your SEIS Qualifying Investmentmade through the Fund. This offers thepotential for significant enhancement ofyour investment returns over time, althoughit is always subject to an annual £100,000investment limit.Claims for SEIS income tax relief are givenby setting off against an individual’s incometax liability in the tax year in which the SEISQualifying Investment is made, a sum equalto the full amount subscribed for Sharesin the SEIS Qualifying Company multipliedby 50%, the rate of SEIS Relief for 2012/13,irrespective of your marginal tax rate(although your income tax bill must exceedthe relief you claim).ExampleMr Smith is a 50% taxpayer earning £150,000a year. He is looking at ways to reducehis income tax bill and decides to invest£100,000 in SEIS Qualifying Investmentsthrough the Jenson Seed EIS Fund. As such,he is entitled to £50,000 of income tax reliefin the tax year in which his SEIS QualifyingInvestments are made. The effective netcost to Mr Smith of the SEIS QualifyingInvestments made through the Jenson SeedEIS Fund is therefore, £50,000.Tax Incentive 2: Capital gains wipeout ongains made during the tax year 2012/2013Where you have made a gain on thedisposal of assets during the tax year2012/13 and you use the proceeds of thisgain to make a SEIS Qualifying Investmentthrough the Jenson Seed EIS Fund, the gainsyou have made will not be chargeablegains for the purposes of capital gains taxprovided that you are entitled to SEIS Reliefon your Investments.ExampleMr Smith is a 50% taxpayer earning £150,000a year. In 2012/13 Mr Smith sells shares ina biotech company and makes a gain of£100,000 which is subject to capital gainstax of 28%. If he uses his £100,000 gain tomake a SEIS Qualifying Investment throughthe Jenson SEIS Fund and claims SEIS Reliefand also makes a claim for capital gainstax wipeout relief, Mr Smith does not haveto pay the £28,000 that he would otherwisehave had to pay in capital gains tax.Taking into account the initial 50% income taxrelief, Mr Smith would, in effect, be making a£100,000 investment for a sum of £22,000.Tax Incentive 3: Tax free capital gainsWhen SEIS Qualifying Investments are sold,you will enjoy tax free capital gains on anyincrease in their value.ExampleThe following table shows the net gain madeon a SEIS investment where the investmenthas grown by a gross amount of 15 per cent:Note: the above calculation assumes that theannual exemption from capital gains tax (“CGT”),which is currently £10,600, is utilised elsewhere.This example is for illustrative purposes onlyand should not be relied on to predictactual returns.SEIS InvestmentInitial investment £100,000 £100,000Income tax relief (£50,000) -Net cost £50,000 £100,000Proceeds £115,000 £115,000Gross gain (assumes 15 per cent) £65,000 £15,000CGT (currently 28 per cent) - (£4,200)Net gain £65,000 £10,800Excluding SEIS tax benefits

44 Jenson Seed EIS FundTax Reliefs 45Tax Incentive 4: Inheritance Tax ReliefAlthough not a SEIS tax relief as such, a SEISQualifying Investment will qualify for 100 per centrelief from inheritance tax (“IHT”) under currentlegislation, provided that the Investment hasbeen held for at least two years, it is still held attime of death and remains unlisted.ExampleMrs Smith, a widow, is 68 years old and has anannual income of £100,000 and a total estateworth £1 million. Under current legislation,her taxable estate would be £675,000 (i.e. £1million less the tax-free allowance of £325,000- the nil rate band in the tax year ending 5April 2013). This would result in an IHT liability of£270,000 (i.e. 40 per cent of £675,000) and anestate, net of IHT, worth £730,000.In order to reduce her potential IHT liability,Mrs Smith decides to invest £100,000 inthe Fund which in turn is invested in SEISQualifying Investments in tax year 2012/13.In addition to any tax-free capital growthon her original SEIS Qualifying Investments of£100,000, Mrs Smith will also receive £50,000of income tax relief under the SEIS.Furthermore, assuming she survives fortwo years, and still holds the Investmentsas at the date of her death her estate willsave £70,000 upon her death (assumingno change in the value of her £100,000investment). Her IHT liability is reduced to£230,000 (£270,000 previously) and, takinginto account her SEIS Relief, her estate is nowworth £800,000 (£730,000 previously) in otherwords her net estate is £70,000 better off.The end value of Mrs Smith’s estate willtherefore be:Estate not invested in Jenson SeedEIS FundLess IHT(at 40 per cent of £575,000, i.e.£900,000 less £325,000 nil rate band)£900,000(£230,000)Net uninvested £670,000Income tax relief £50,000Less IHT(on the increase in the estate)(£20,000)This example assumes there is no change inthe value of her £100,000 investment in theJenson Seed EIS Fund. Were the value ofher Investment to increase to £130,000, MrsSmith’s estate would be £100,000 better offthan had she not invested in Jenson SeedEIS Fund, and the whole of the increasedvalue would be free of IHT.£30,000Return of investment in the Fund £100,000Post tax value of estate £800,000

46 Tax Reliefs 47Tax Incentive 5: Loss ReliefIn the event of a poor performinginvestment there is some return on thedownside through loss relief. If you makea loss on an investment in a SEIS QualifyingInvestment, the net amount of that loss(i.e. after deducting any income tax reliefobtained on making the investment) canbe set off against your taxable income inthe year in which the loss is made, or can becarried back to the previous tax year.Tax relief is available at any time inrespect of any loss realised upon adisposal of shares in a SEIS QualifyingCompany on which SEIS income taxrelief is claimed (see Tax Incentive 1above). The amount of the loss (aftertaking account of any income tax reliefinitially obtained) can be set againstthe individual’s gains in the tax year inwhich the disposal occurs, or, if not fullyused, against gains in a subsequentyear. Alternatively, the loss net of incometax relief may be set off against theindividual’s taxable income in either thetax year in which the disposal occurs, orthe previous tax year.Realised value of sharesNilGross investment in shares (£10,000)Less income tax relief at50 per cent£5,000Loss available for tax relief (£5,000)Tax relief (assuming incometax at 45 per cent next year)£2,250Net loss (£2,750)The net cost to Mr Smith after the tax reliefsin this example is effectively £2,750 on£10,000 invested.In his March 2012 Budget speech theChancellor of the Exchequer proposed thatfrom 2013/14 any investor seeking to claimloss relief will be restricted to a cap set at25% of their income or £50,000 whicheveris the greater. Draft legislation is due to bepublished in Autumn 2012.ExampleMr Smith is a 50% taxpayer and invests£10,000 into a SEIS Qualifying Investmentthat subsequently fails.

48 Tax Reliefs 496.2 EIS Tax ReliefsTax Incentive 1: Income Tax ReliefUnder current legislation, you may receiveincome tax relief at 30 per cent of theamount of your investments in EIS QualifyingCompanies made through the Fund,thereby offering the potential for significantenhancement of your post-tax return overtime. As with SEIS income tax relief claims,claims for EIS income tax relief are given bysetting off against an individual’s income taxliability in the tax year in which an Investmentis made or, if requested, in the precedingtax year, a sum equal to the full amount ofthe EIS Qualifying Investment up to £1 millionmultiplied by the level of relief (30 per cent forthe tax year 2012/2013). This is subject to anyincome tax relief which has already beenclaimed under the EIS for that year.Husbands and wives, and civil partners, caneach contribute up to the limits set out above.The relief is given against the individual’sincome tax liability for the tax year in whichthe shares are issued unless the individualmakes a claim to carry back income tax reliefto the immediately preceding year.Tax Incentive 2: Tax free capital gainsYou will enjoy tax free capital gains onany increase in value of the EIS QualifyingInvestment in which the Fund invests, whenthese shares are sold.EIS InvestmentExcluding EIS taxbenefitsInitial investment £100,000 £100,000Income tax relief (£30,000) -Net cost £70,000 £100,000Proceeds (assumes 15 per cent) £115,000 £115,000Net gain £45,000 £15,000CGT (currently 28 per cent) - (£4,200)NET GAIN TO INVESTOR £45,000 £10,800Tax Incentive 3: Inheritance Tax ReliefAlthough not an EIS tax relief as such, as withSEIS Qualifying Investments, an EIS QualifyingInvestment will qualify for 100 per cent relieffrom IHT under current legislation, providedthe EIS Qualifying Investment has been heldfor at least two years and is still held at timeof death and remains unlisted.Tax Incentive 4: Capital Gains Tax DeferralIf you have made a capital gain which istaxable or which was taxed within the lastthree years, you can invest the gain in EISQualifying Investments through the Fundand the capital gains tax can, under currentlegislation, be deferred over the life of theinvestment or recovered (if already paid).You have three years from the date you realisea gain to invest it into EIS Qualifying Investments(you can even reclaim capital gains tax youpaid in the preceding two years) or go forwardone year from the date on which the Fundinvests in EIS Qualifying Investments. If you diewhilst your money is invested in the Fund, thetax due on your deferred capital gain will diewith you. The initial deferral therefore leads (ondeath) to capital gains elimination.Whilst income relief at 30 per cent is limited tothe first £1 million invested in any tax year, thereis no upper limit on the size of the capital gainthat can be deferred after two tax years.Tax Incentive 5: Loss ReliefAs is the case with SEIS Qualifying Investments,in the event of a poor performing EIS QualifyingInvestment there is some return on the downsidethrough loss relief. If you make a loss on aninvestment in an EIS Qualifying Company, thenet amount of that loss (i.e. after deductingany income tax relief obtained on making theinvestment) can be set off against your taxableincome in the year in which the loss is made, orcan be carried back to the previous tax year.Tax relief is available at any time in respect ofany loss realised upon a disposal of shares in anEIS Qualifying Company on which EIS incometax relief (see Tax Incentive 1 above) or CGTdeferral relief (see Tax Incentive 4 above) hasbeen given and not withdrawn. The amountof the loss (after taking account of any incometax relief initially obtained) can be set againstthe individual’s gains in the tax year in whichthe disposal occurs, or, if not fully used, againstgains of a subsequent year. Alternatively, onmaking a claim, the loss net of income tax reliefmay be set off against the individual’s taxableincome in either the tax year in which thedisposal occurs, or the previous tax year.In his March 2012 Budget speech theChancellor of the Exchequer proposed thatfrom 2013/14 any investor seeking to claimloss relief will be restricted to a cap set at25% of their income or £50,000 whicheveris the greater. Draft legislation is due to bepublished in Autumn 2012.The figures in this section are examples only.They are not, and should not be construed as,forecasts or projections of the likely performanceof the investment described in this document.Please note that this is only a condensedsummary of the taxation legislation and shouldnot be construed as constituting advice which apotential Investor should obtain from his/herown investment or taxation adviser beforeapplying for an investment in the Fund. Thevalue of any tax reliefs will depend on theindividual circumstances of Investors.

50 Operation of The Fund 517. Operation of the FundThe Fund has been designed to make claimingthe tax reliefs as quick and easy as possible.7.1 Claiming your Tax ReliefOnce an Investment has been made in anInvestee Company, Jenson will work with theInvestee Company to prepare and send offSEIS and EIS compliance certificates to HMRC,demonstrating that the Investee Company isa SEIS and/or EIS Qualifying Company.As soon as practicable after an InvesteeCompany has been trading for 4 months(in the case of both a SEIS and an EISinvestment) or, alternatively (in the caseof a SEIS Investment only) once 70% of themoneys raised have been spent, the InvesteeCompany will send to the Investor a SEIScertificate or, as the case may be a form EIS 3.Investors must send these forms to HMRC withtheir tax returns in order to claim any incomeand capital gains tax reliefs.7.2 Return on Exit of the Fund’sInvestmentsOn sale of the Fund’s Investments, the netproceeds are distributed to the Investor or,if you so choose, may be re-invested in anew Jenson fund (assuming the new fundmakes SEIS and EIS Qualifying Investmentsand that there has been no change tothe legislation). Re-investment in new EISQualifying Investments should ensure anycapital gains continue to be deferredand a further 30% or 50% income tax reliefbecomes available.7.3 Your AccountYour Contributions and all dividends andproceeds of sale of Investments pendingtheir distribution will be deposited bythe Administrator & Custodian with anauthorised and reputable banking institutionin a client account in the name of theAdministrator & Custodian referenced”Reyker Securities plc Client Account Re:Jenson” with client trust status togetherwith cash balances belonging to otherInvestors. The mandate for operation of theaccount shall be held by the Administrator &Custodian and any interest arising therefromwill be retained to cover administration costsand not paid to Investors.7.4 Practising Accountants andother Professional PersonsWe will arrange to exclude practisingaccountants or other professional persons fromany Investment that their professional rulesprevent them from making provided that detailsof potential conflicts and such qualificationsare notified to us. Any amounts not invested forthis reason will be returned to the participantsconcerned and will not be used to increase theirshare of other Fund Investments unless you notifyus at the time.

52 Jenson Seed EIS FundFund Structure And Administration 538. Fund Structure and Administration8.1 Fund StructureSEIS and EIS schemes can be constituted eitheras an individual EIS management portfolioservice or as an EIS venture capital fund.If a fund manager provides an individualEIS management portfolio service he/she will seek to make a series of qualifyinginvestments which are appropriate for eachinvestor’s own financial position. This sort ofservice is typically provided by stockbrokerswho make AIM investments which qualifyunder the EIS for the benefit of their clients.Alternatively, if a fund manager makesinvestments in unquoted companies he/she will typically make and manage thoseinvestments on the basis that the arrangementswith investors constitute a single venture capitalfund and he/she will seek to act in commonon behalf of all investors in making and, bynegotiating investment agreements whichprovide minority protection rights, managinginvestments which fall within the commoninvestment policy for that fund but which arenot necessarily always going to be suitable forthe financial position of investors which maychange over time.The Jenson Seed EIS Fund is an EIS venturecapital fund. The common investmentpolicy for all Investors is described in thisInformation Memorandum. The Fund willinvest predominantly in SEIS QualifyingInvestments but every SEIS QualifyingInvestment will also be followed up by anEIS Qualifying Investment. It is constitutedas a series of discretionary investmentmanagement agreements by whichinvestors who wish to make venture capitalinvestments in a portfolio of unquoted SEISQualifying and EIS Qualifying Companies,may appoint Foresight to act as theircommon discretionary investment fundmanager to make and manage Investmentsmade on their behalf in accordance withthat policy. As their financial position maychange over time, Investors benefit fromthe right, under the terms of the Investor’sAgreement, to withdraw their portfolio fromthe Fund as follows:• Qualifying Investee Companies whichbecome listed to dealing on a recognisedinvestment exchange - at any time afterthe expiry of five years following the issueof the shares;• Other shares in Qualifying InvesteeCompanies - at any time after the expiry ofseven years following the issue of the shares;• Non Qualifying Investments - at any timeafter the expiry of six months following thedate on which they ceased to be SEIS/EISshares; and• Cash - at any time.Every Qualifying SEIS Investment will befollowed by a Qualifying EIS Investment (evenif only nominal) therefore the Fund will be aComplying Fund and not an unregulatedcollective investment scheme for the purposesof the Financial Services and Markets Act 2000.Investors should be aware that Investmentswill be in unquoted companies which aretherefore not readily realisable and an Investorwho withdraws his/her portfolio from the Fundmay find it harder to realise his/her Investments.A withdrawal does not mean thatthe Investor is able to convert his/herInvestments into cash and neither the FundManager nor Jenson provide a market forthe realisation of Investments. The key riskfactors for such Investments are explainedon pages 12 - 19 and you should note thatone of the risks of an early withdrawal ofshares is that an Investor may find his/herInvestment difficult to manage and realise.It is for this reason that participation in theFund will normally be limited to investors whocan be categorised by the Fund Manager aselective professional investors in accordancewith COBS 3.5.3 R (1) as having the expertise,experience and knowledge to make their owninvestment decision and to understand therisks involved in relation to the Fund. The Fund isnot subject to MiFID.As part of the Application Pack, eachInvestor will separately enter into an Investor’sAgreement with the Fund Manager andJenson LLP as the Strategic Adviser. The FundManager is authorised to act as a discretionaryinvestment fund manager by the UK FinancialServices Authority. In connection with thesearrangements, Jenson LLP provides servicesto the Fund Manager as its strategic adviserand will also arrange deals and providemonitoring services in connection with theFund. In addition to the Investor’s Agreement,the Investor will enter into the Administrator &Custodian Standard Terms, pursuant to whichthe Administrator & Custodian will provide theInvestor with safeguarding and administrationservices in respect of their investment in theFund on the instructions of the Fund Manager.The Investor’s Agreement provides that the FundManager is responsible for selecting suitable SEISand EIS Qualifying Companies and investing theInvestors’ monies in them. The Fund Manager willhave total investment discretion with regard toselecting, monitoring and realising Investmentsin accordance with the specified investmentobjectives and restrictions and in particular theneed to comply with the rules set out in theIncome Tax Act 2007 with a view to ensuringthat the tax advantages under the SEIS and EISaccrue to the Investor.Although all Investments will be managed ona common basis, an Investor’s Investmentswill not be pooled with Investments madeby other Investors but will be made inproportion as nearly as possible to the totalcontributions by all Investors to the Fund atthe time Investments are made though theFund Manager may depart from this basisof allocation if, in its absolute discretion, itconsiders it appropriate to do so having regardto the overall investment policy of the Fundand the benefit of creating diversity within thePortfolios of Investors.The amount invested on an Investor’s behalfin each Investee Company and the numberof Investee Companies in his/her portfolio willdepend on the timing of an Investment andthe availability of suitable opportunities. Asany delay in investing would affect returns, theFund investment policy is to make Investmentsin suitable opportunities as soon as reasonablypossible rather than to hold cash in reserve in thehope of obtaining a wider spread of Investments.These arrangements together constitute theFund. The Fund is not a separate legal entity inits own right.

54 Jenson Seed EIS FundFund Mechanics 559. Fund Mechanics9.1 NomineeEach time an Investment into an InvesteeCompany is to be made for Investors, theFund Manager will in cooperation with theAdministrator & Custodian direct the Nominee(Reyker Nominees Limited) to purchase andhold a specific number of Investee Companyshares. The Nominee will then be theregistered owner of the Investee Companyshares, but for legal and tax purposesindividual Investors will be the beneficialowners of the Investee Company shares.9.2 Administrator & Custodianand Your AccountThe Administrator & Custodian of the Fund(Reyker Securities plc) has been appointedto assist with Fund administrative matters,such as opening and maintaining a clientaccount, reporting to Investors, settling Fundtransactions and collecting and distributingincome (for example, dividends).By completing an Application Form, inaddition to the Investor’s Agreement, youwill also be entering into the Administrator& Custodian’s Standard Terms (set out atsection 13 of this Information Memorandum),pursuant to which you will be appointingthe Administrator & Custodian to providesafeguarding and administration services toyou and to also provide you with nomineeservices through the Nominee.Your Contribution and all dividends andthe proceeds of sale of Investmentspending their distribution will be depositedby the Administrator & Custodian with anauthorised and reputable banking institutionin a client account in the name of ”ReykerSecurities plc Client Account re: Jenson”with client trust status together with cashbalances belonging to other Investors. Themandate for operation of the account shallbe held by the Administrator & Custodianand any interest arising therefrom will beretained to cover administration costs andnot paid to Investors.Although you will be treated as an electiveprofessional client for the purposes ofthe services provided to you by the FundManager and Jenson as set out in thisInformation Memorandum and in theInvestor’s Agreement, the Administrator &Custodian will treat you as a retail clientin accordance with COBS 3.4.1 in respectof their provision of safeguarding andadministration services to you.9.3 Reporting and ValuationInvestors will receive a six monthly clientstatement electronically (unless otherwiserequested) each year from the Administrator& Custodian together with a report fromthe Fund Manager. In addition, Investors willbe kept informed of any significant eventsconcerning Investee Companies, such asa proposed sale. Appropriate statementsunder section 234A(4) and (5) Income andCorporation Taxes Act 1988 will be made inrespect of any dividends received.All investments in the Fund will be valuedaccording to best practice as set out underthe International Private Equity and VentureCapital (IPEVC) Valuation Guidelines. Theoverriding principle of these valuationguidelines is to show a fair valuation ofthe Investment to the Investors based onwhat would be a fair transaction betweeninformed parties at arm’s length. Prudenceis a central concept of the valuationguidelines. All portfolio company investmentswill be valued on a half-yearly basis.9.4 Fund raising processClosing DateThe final Closing Date of the Fund will be 31March 2013 but for practical reasons theFund may be closed earlier.Interim Closing DatesThe Fund Manager may, in its discretion, andhaving regard to the value of Contributionsreceived by then and the availableinvestment opportunities, elect to acceptapplications on one or more interim ClosingDate(s) prior to the final Closing Date, sothat Contributions received by then may beinvested at that point, whilst the Fund remainsopen for further applications until the finalClosing Date. Investors who contribute afteran interim Closing Date may or may not beinvested in the same Investee Companies asthose who contribute earlier, depending onthe timing of the making of Investments.The Fund will be open to applications untilthe final Closing Date. Applications will notbe accepted after the final Closing Date.The minimum Contribution to the Fund is£10,000 and in multiples of £1,000 thereafter.There is no maximum Contribution to the Fundbut Investors should be aware that SEIS incometax relief is capped at £100,000 and EIS incometax relief is capped at £1 million. Applicationsfrom spouses should be made separately.Contributions may be made up to and including5pm on the final Closing Date. Applicationswill not be accepted after this time.Any late Contributions or excessContributions shall, pursuant to the termsof the Investor’s Agreement and theApplication Form, be returned to Investors, orwith an Investor’s express permission, allocatedto a subsequent fund with a later closing date.

56 Jenson Seed EIS FundFAQs 5710. Frequently asked questions(a) What kind of companies will theJenson Seed EIS Fund invest in?Investments will be made in small, start-upcompanies, selected by the Fund Manager,carrying on business in a wide range of sectorsand industries as outlined in Section 5.3. TheFund Manager intends to initially target SEISQualifying Companies, who are less than twoyears old, with less than 25 employees andwith gross assets not exceeding £200,000.The Fund Manager and Jenson LLP havealready started to identify target companiesinto which the Fund Manager intends toinvest the monies raised by the Fund in respectof successful applications received by thefirst Closing Date.(b) How will Investments be monitored?The Fund Manager with assistance fromJenson LLP will constantly monitor andre-evaluate the Investments to ensurethat they perform to the Fund Manager’sexpectations. This will include regularboard meetings, informal meetings withmanagement teams and a review ofquarterly financials against budget. Inaddition, Jenson Solutions will be workingclosely with the Investee Companies byproviding business support services and insome cases a part-time finance director.(c) How do Investors check the progressof the Fund?A formal valuation statement preparedby the Administrator & Custodian will besent to Investors every six months togetherwith a report from the Fund Manager. Inaddition, additional updates from the FundManager are planned quarterly. The FundManager will be responsible for providingthe valuation of the underlying Investmentsbased on International Private Equity andVenture Capital Valuation Guidelines to theAdministrator & Custodian.(d) How long will my investment be heldin the Fund?To maximise the growth available to Investors,it is intended that funds will be returned toInvestors as each Investment is realised. Giventhe early stage nature of these Investments,realisations could take five to seven years.(e) What is the minimum and maximumI can invest?The minimum participation by an Investor inthe Fund is £10,000. Participation in excessof this amount must be in multiples of £1,000.There is no maximum participation in the Fund,but income tax relief is presently restricted toa maximum investment of £100,000 under theSEIS and £1 million under the EIS respectively.There is no limit on the amount of capital gainstax that can be deferred under the EIS, andno limit on the amount of business propertyrelief for IHT purposes.(f) Who owns the Investment in theInvestee Companies?The Investors are the beneficial owners ofshares in each Investee Company in whichthe Fund invests. Each Investor’s Investmentwill be in proportion to his/her investmentin the Fund subject only to any roundingwhere there are insufficient funds to buya whole share. However, to allow efficientadministration, shares will be registeredin the name of the Nominee who will holdthe shares on an Investor’s behalf as theInvestor’s nominee, subject always to HMRCrules for ownership from time to time. Furtherdetails of the nominee arrangement aregiven in clause 7 of the Investor’s Agreement,the Administrator & Custodian StandardTerms and in section 9.1 of this Memorandum.(g) Can an Investor own an Investmentjointly with his/her spouse?Investments in the Fund cannot be jointlyowned, but each spouse can make aseparate investment, and each can receiveincome tax relief on the first £100,000 inrespect of SEIS Qualifying Investments or £1million in respect of EIS Qualifying Investments.

58 Jenson Seed EIS FundSEIS and EIS Conditions 5911. Seis and EIS ConditionsTo obtain any of the Tax Reliefs relating to SEISQualifying Investments and to reduce the risk ofthese being withdrawn by HMRC, a number ofconditions need to be satisfied. These can befound in Part 5A of the Income Tax Act 2007.The conditions can be split into those relatingto the Investor and the Investee Companyand general conditions relating to theissue of Shares. A summary of some of theconditions in respect of SEIS is set out below(as amended) and in the finance Act 2012.11.1 SEIS Qualifying CompaniesFor the Investee Company to be a SEISQualifying Company, it must:• during a period of three years afterthe Investment have a permanentestablishment in the UK and must not be infinancial difficulty;• not at any time from its incorporation norwithin three years of an Investment:• control any company which is nota qualifying subsidiary, that is a 51%subsidiary of the Investee Companyover whom no other person hasany control; or• be under the control of anothercompany nor can it be a partnerof a partnership;• not at the time of Investment be listed ona recognised stock exchange and theremust be no “arrangements” in place forthe company to become so listed;• not at or prior to the time of Investmenthave received any EIS or VCT investmentnor subsequently receive any EIS or VCTinvestment until it has spent 70% of thefunds raised through the SEIS Investment;and• immediately before the Shares are issued,the value of the Investee Company’sgross assets must not exceed £200,000and the Investee Company must haveless than 25 full-time employees.The Investee Company may only raisea maximum of £150,000 through the SEISduring its lifetime.Within the three years following anInvestment, an Investee Company or oneof its subsidiaries must exist wholly for thepurpose of carrying on a new qualifyingtrade which is a genuine new venture orresearch and development from whicha qualifying trade will arise. During thesame timeframe, the Investee Companyor one of its 90% subsidiaries must be theonly person carrying on the new qualifyingtrade or relevant preparation and researchand development work once it or one ofits subsidiaries has commenced doing so.A new qualifying trade is a trade whichhas not been carried on for more than twoyears before the date of the issue of theShares and must be the only trade that theInvestee Company or any of its subsidiarieshas carried on.Most types of trades are qualifying tradesso it is easier to define a qualifying trade bywhat it is not. Typically non-qualifying tradesare those which are asset backed and assuch have sufficient assets which a bankcan use as security for a loan.The following trades are non-qualifying trades:• Dealing in land, commodities or futures, or inshares, securities or other financial instruments.• Dealing in goods other than in the courseof an ordinary trade of wholesale or retaildistribution, or acting as a wholesaleror retailer of goods of a kind which arecollected or held as investments if stockis not actively sold.• Banking, insurance, money lending, debtfactoring, hire purchase financing or otherfinancial activities.• Leasing, except certain lettings of ships,or receiving royalties or licence fees(subject to certain exceptional cases).• Providing legal or accountancy services.• Farming and market gardening.• Forestry and timber production.• Property development.• Shipbuilding.• Producing coal or steel.• Operating or managing hotels or similarestablishments.• Operating or managing nursing homesand residential care homes.• Providing services to a trade consistingof any of the above carried on by a“connected person”.• Feed-in tariff based businesses, exceptcommunity schemes, anaerobic digestionand hydro-electricity.

60 Jenson Seed EIS FundSEIS and EIS Conditions 6111.1.1 Timing requirementsKey to an Investor being able to obtain SEISRelief is that he/she owns an Investment fora minimum of three years. If an Investment issold within three years any relief claimed willbe repayable to HMRC.Also before the Investor can claim anySEIS Relief, the Investee Company musthave spent 70% of the Investor’s share ofthe Investment or have been trading for atleast four months. In addition, the InvesteeCompany must spend all SEIS monies raisedwithin three years of the Investment.11.1.2 SEIS Qualifying InvestorsTo be a SEIS Qualifying Investor,the Investor must:• not be an employee of the InvesteeCompany or a qualifying subsidiary of theInvestee Company;• not be the recipient of a loan whichwould not have been made or wouldhave been made on different terms if he/she had not subscribed for the Shares;• not have a substantial interest in theInvestee Company at any time from thecompany’s incorporation nor within threeyears of his/her Investment. A substantialinterest includes a 30% shareholding inthe Investee Company or its subsidiaries,or the ability to control 30% of the votes inthe Investee Company; and• be subscribing for Shares in the InvesteeCompany through the Fund for genuinecommercial reasons and not as part ofa scheme or arrangement whose mainpurpose is to avoid tax.11.1.3 SEIS general requirements• The Shares issued by the SEIS QualifyingCompany must either be ordinary sharesor preference shares that carry a fixednon-cumulative dividend but do not haveany additional rights to capital on thewinding up of the Investee Company. Inaddition the Shares must be subscribed forwholly in cash, and must be fully paid upat the time they are issued.• The Investee Company must issue theShares to raise money for the purposesof a qualifying business activity which iseither a new qualifying trade or researchand development, from which a newqualifying trade may be derived, thatthe Investee Company or one of its 90%subsidiaries will carry on.• There must be no pre-arrangedarrangements for Investors to exit orrealise their Investment in the InvesteeCompany. Although this document hasset out possible routes for the Fund torealise the Investments, in compliancewith this provision, the Fund Manager willnot reach any agreement with InvesteeCompanies about a definite exit routeas part of the arrangements in which theInvestee Companies issues the Shares.• A SEIS Qualifying Investment must bemade by the Investor and issued byan Investee Company for genuinecommercial reasons and not as part ofa scheme to avoid tax.• An Investment must not be issued inconnection with or as a result of adisqualifying arrangement. It is believedthat a disqualifying arrangement is anarrangement where the purpose ofthe parties is to secure that an InvesteeCompany carries on a qualifying businessactivity and that SEIS relief on the relevantshares issued can be obtained (ratherthan either of these matters being thecharacteristics and outcome of a genuinecommercial transaction) and that most ofthe monies raised will be paid to a partyto the arrangement or that the qualifyingbusiness activity would have beencarried on as part of another business.There is considerable uncertainty at themoment regarding the interpretation ofthe legislation as regards disqualifyingarrangements because the language isboth circular and ambiguous but it is theintention of the Fund Manager to onlymake Investments which HMRC haveapproved as being genuinely commercial.11.2 EIS ConditionsThe conditions for EIS Qualifying Investmentsare set out in Part 5 of the Income TaxAct 2007 and are broadly similar to thoseof SEIS Qualifying Companies with thequalifying trades being exactly the same.A key difference is the thresholds foremployees and gross assets are greater:to be an EIS Qualifying Company, theInvestee Company must have less than 250employees and pre-share issue gross assetsof less than £15 million.

62 Jenson Seed EIS FundInvestor’s Agreement 6312 INVESTOR’S AGREEMENTThis Agreement sets out the terms andconditions agreed between the Investornamed in the Application Form, ForesightGroup LLP, and Jenson Funding Partners LLPrelating to the Investor’s participation in theJenson Seed EIS Fund.Associateany person, partnership or entity which(whether directly or indirectly) controls or iscontrolled by another person, partnership orother entity. For the purpose of this definition“control” shall refer to the ability to exercisesignificant influence over the operating orfinancial policies of any person or entity1. Definitions, Constructionand Interpretation1.1. The following terms shall have thefollowing meanings in this Agreement:AIMAdministrator & CustodianAdministrator & Custodian Standard TermsApplicable Lawsthe Alternative Investment Market of theLondon Stock ExchangeReyker Securities plc, a public limited companyregistered in England and Wales with registerednumber 1747595 whose registered office is 17Moorgate, London, EC2R 6AR. Authorised andregulated by the Financial Services Authorityunder number 115308the standard terms of the Administrator &Custodian under which the Investor appointsthe Administrator & Custodian to provideadministrative and custodian services to theInvestor in relation to his/her Portfolio and theNominee is appointed as the Investor’s nomineeall relevant UK laws, regulations and rules,including those of any government or of the FSAClosing DateComplying FundConnected Personsa date on or by which Contributions areaccepted by the Fund Manager to formPortfolios of the same Set within the Fundan arrangement, specified in paragraph2 of the Schedule to the Financial Servicesand Markets Act 2000 (Collective InvestmentSchemes) Order 2001 (SI 2001/1062), whichis in summary: an arrangement in relationto EIS shares that would have been acollective investment scheme if the schemearrangements had not provided that:(a) the operator will, so far as practicable,make investments which, subject to eachparticipant’s individual circumstances, qualifyfor relief under Part 5 of the Income Tax Act2007; and(b) the minimum contribution to thearrangements by each participant must benot less than £2,000a director, shareholder, partner, employee orassociate of the Fund Manager and Jenson, orany of their Associates (as the case may be)Application Forman application form to invest in the Fundcompleted by the Investor in the formprovided by the Fund ManagerContributionthe total gross amount contributed byan Investor in accordance with the termsof the offer set out in the InformationMemorandum

64 Jenson Seed EIS FundInvestor’s Agreement 65EISthe Enterprise Investment Scheme as set out inthe Income Tax Act 2007HMRCHM Revenue & CustomsEIS Qualifying Companya company which is a qualifying company forthe purposes of EISInformation Memorandummeans the information memorandum issued inrelation to the Fund and dated 10 August 2012EIS Reliefrelief from income tax under EISInvestee Companya company in which an Investment is madeForesightForesight Group LLPInvestmentmeans an investment in an Investee Companyacquired for Investors through the FundFSAthe Financial Services AuthorityInvestment Objectivethe investment objective for the Fund as setout in schedule 1 to this agreementFSA Rulesthe rules contained in the FSA’s Handbook ofRules and GuidanceInvestment Restrictionsinvestment restrictions for the Fund as set outin schedule 1 to this agreementFund or Jenson Seed EIS Fundthe Jenson Seed EIS Fund which describesthe aggregate of the Investor’s AgreementsInvestora person whose Application Form is acceptedand who becomes an investor in the FundFund ManagerForesight Group LLP a limited liabilitycompany registered in England and Waleswith registered number OC300878 andwhose registered address is at ECA Court,24-26 South Park, Sevenoaks, Kent TN13 1DUor such other Fund Manager as may beappointed under clause 15.3JensonJenson LLP and Jenson Solutions

66 Jenson Seed EIS FundInvestor’s Agreement 67Jenson LLPJenson SolutionsMinimum Amount £10,000Jenson Funding Partners LLP, a limited liabilitypartnership registered in England and Waleswhose registered office is at CommunicationsHouse, 26 York Street, London W1U 6PZ andwhose registered number is OC375306Jenson Solutions Ltd, a limited liabilitycompany registered in England and Waleswith registered number 04279636 whoseregistered office is at CommunicationsHouse, 26 York Street, London W1U 6PZ andassociated companiesPortfoliothe monies an Investor contributes to theFund on or before a Closing Date plus allInvestments made through the Fund whichare allocated to an Investor and registeredin the name of the Nominee on the Investor’sbehalf and which are subscribed out ofsuch monies plus all income and capitalprofits arising thereon and so that, wherean Investor contributes more than once inthe Fund: (i) all Contributions made withina single period which falls between twoClosing Dates shall be regarded as part ofthe same Portfolio; and (ii) Contributionswhich are made within periods which fallbetween the Opening Date and two or moreClosing Dates, or between three or moreClosing Dates, shall be regarded as separatePortfolios of that Investor within the FundMinimum Fund SizeNomineethe aggregate amount of Contributions byInvestors amounting to £1 millionReyker Nominees Limited, a wholly ownedsubsidiary of Reyker Securities plca government or public security denominatedin the currency of the country of its issuer orany other security which is:1. admitted to Official Listing on an Exchangein an EEA State;2. regularly traded on or under the rules ofsuch an Exchange;Opening Date 10 August 2012Readily Realisable Investment3. regularly traded on or under the rulesof a recognised investment exchangeor (except in relation to unsolicited realtime financial promotions) designatedinvestment exchange; or4. a newly issued security which can reasonablybe expected to fall within the abovecategories when it begins to be traded.Note that this term does not include AIMtraded investments, nor does it includeunlisted securities

68 Jenson Seed EIS FundInvestor’s Agreement 69SEISSEIS Qualifying CompanySEIS ReliefServicesSet1.2. Words and expressions defined in theFSA Rules which are not otherwisedefined in this agreement shall, unlessthe context otherwise requires, have thesame meaning in this agreement.1.3. Any reference to a statute, statutoryinstrument or to rules or regulationsshall be references to such statute,statutory instrument or rules andregulations as from time to timeamended, re-enacted or replacedand to any codification, consolidation,re-enactment or substitution thereof asfrom time to time in force.Seed Enterprise Investment Scheme as providedby part 5A of the Income Tax Act 2007 asintroduced by the Finance Act 2012a company which is a SEIS qualifyingcompany for the purposes of SEISrelief for income tax under SEISthe services provided under clause 4 of thisagreementPortfolios created from Contributionsaccepted by the Fund Manager on orbefore the same Closing Date1.4. References to the singular only shallinclude the plural and vice versa.1.5. Personal pronouns in the singular arereferences to the Investor and in the pluralare references to the Fund Manager.1.6. Unless otherwise indicated, referencesto clauses shall be to clauses in thisagreement.1.7. Headings to clauses are forconvenience only and shall not affectthe interpretation of this agreement.2. Investing in the Fund2.1. This agreement comes into force onthe date on which the Fund Manageraccepts your Application Form. If so, theAdministrator & Custodian will notify youin writing that your Application Form isaccepted in respect of the Fund.2.2. This agreement enables you to appointthe Fund Manager as a discretionaryinvestment fund manager to act onyour behalf to make venture capitalinvestments in SEIS and EIS QualifyingCompanies and to manage thoseinvestments in common on behalf ofall such Investors.2.3. I, the Investor, hereby appoint the FundManager, on the terms set out in thisagreement, to manage my Portfolio(s)in the Fund as one of a series of similarPortfolios which together constitute theFund. The Fund Manager accepts itsappointment and obligations on theterms set out in this agreement.2.4. I acknowledge that in relation to theFund, Jenson has been appointed asthe Fund Manager’s strategic adviser,pursuant to a strategic adviser’sagreement (the “STA”) the term ofwhich is to continue until the FundManager’s appointment as FundManager of the Fund is terminated inaccordance with this agreement.2.5. I acknowledge that the Administrator& Custodian will be appointed tocarry out administration and custodianservices on my behalf pursuant to theterms of the Administrator & CustodianStandard Terms at section 13 of theInformation Memorandum.2.6. I acknowledge that the Administrator &Custodian will arrange for the Nomineeto be my nominee in respect of myPortfolio(s) and to carry out on my behalfthe services set out in the Administrator &Custodian Standard Terms.2.7. The Fund Manager is authorised andregulated by the FSA for the conduct ofUK financial services business whereasJenson is not authorised and regulatedby the FSA. Should Jenson be deemedto be carrying out regulated activities,to the extent it is doing so, it will be doingso in its capacity as the appointedrepresentative of the Fund Managerin accordance with Financial Servicesand Markets Act 2000 (AppointedRepresentatives) Regulations 2001(SI 2001/1217).

70 Jenson Seed EIS FundInvestor’s Agreement 713. Contributions3.1. You:(a) must make a Contribution to the Fundof not less than the Minimum Amountshown in your Application Form atthe same time as submitting yourApplication Form to invest in the Fund;(b) may make further Contributions upto and including the Closing Date;and(c) may not make any Contributionsafter the final Closing Date unless withthe permission of the Fund Manager.3.2. You may make a withdrawal from theFund and terminate this agreementpursuant to clause 15.2 below.3.3. Contributions received shall bedeposited in a client account pursuantto clause 7.8 pending their investment.4. Services4.1. The Fund Manager will manage theFund as from the first Closing Date onthe terms set out in this agreement.The Fund Manager will exercise alldiscretionary powers in relation tothe selection of, or exercising rightsrelating to, Investments on the termsset out in this agreement, including,in particular the negotiation andexecution of agreements and ancillarydocumentation relating to Investmentsin Investee Companies.4.2. The Administrator & Custodian willarrange for the provision of nomineeservices in relation to the holding ofInvestee Company shares with theNominee under the Administrator &Custodian Standard Terms.4.3. You hereby authorise the FundManager (and grant to the FundManager a power of attorney) toact on your behalf and in your nameto negotiate, agree and do all suchacts, transactions, agreements anddeeds as the Fund Manager maydeem necessary or desirable for thepurposes of managing your Portfolioincluding making, managing anddisposing of Investments on yourbehalf and this authority (and powerof attorney) shall be irrevocable andshall survive, and shall not be affectedby, your subsequent death, disability,incapacity, incompetence, termination,bankruptcy, insolvency or dissolution.This authority (and power of attorney)will terminate only upon your completewithdrawal from the Fund.4.4. The Fund Manager and Jenson shallnot, unless otherwise authorised, haveany authority to act on your behalf oras your agent.5. Investment Objectives &Restrictions5.1. In performing the services set out inclause 4 (the “Services”), the FundManager shall have regard to and shallcomply with the Investment Objectiveand the Investment Restrictions set outin schedule 1 to this agreement.5.2. In performing the Services, the FundManager shall at all times have regard to:(a) the need for the Investments inInvestee Companies within yourPortfolio(s) to attract the taxadvantages in accordance withthe Investment Objective andrestrictions set out in schedule 1 ofthis agreement; and(b) all Applicable Laws.5.3. Surplus cash held prior to Investment inInvestee Companies, and in the eventof a gradual realisation of Investmentsprior to termination of the Fund underclause 15.1 any cash proceeds ofrealised investments, may be placedby the Administrator & Custodian onthe instruction of the Fund Manager ondeposit in accordance with clause 7.8.6. Terms applicable totransaction6.1. In effecting transactions for theFund, the Fund Manager shall act inaccordance with the FSA rules.6.2. Where relevant, it is agreed thatall transactions will be effectedin accordance with the rules andregulations of any relevant market,exchange or clearing house (and theFund Manager shall take all such stepsas may be required or permitted bysuch rules and regulations and/or bygood market practice) through whichtransactions are executed and to allApplicable Laws so that:(a) if there is any conflict betweenthe provisions of this agreementand any such rules, customs orApplicable Laws, the latter shallprevail; and(b) action may be taken as thoughtfit in order to ensure complianceto any such rules, customs orApplicable Laws.You should, however, be aware that theInvestee Companies will be unquoted,small companies and your Portfolio(s)will therefore be invested in unlistedsecurities; there is therefore generallyno relevant market or exchange orconsequent rules and customs and therewill be varying practices for differentsecurities. Transactions in such securitieswill be effected on commercial termsthat in the opinion of the Fund Managerare the best that can be secured.

72 Jenson Seed EIS FundInvestor’s Agreement 736.3. Subject to the FSA rules, transactionsfor one Investor will be aggregatedwith those for other Investors pursuantto clause 6.4. They may also beaggregated with transactions for otherclients of the Fund Manager, and of itsConnected Persons, and Associatesand their Connected Persons and, if so,any Investments made pursuant to suchtransactions will be allocated on a fair andreasonable basis in accordance with theFSA rules and endeavours will be made toensure that the aggregation will work tothe advantage of each of the Investors,but you should be aware that the effectof aggregation may work on someoccasions to an Investor’s disadvantage.6.4. Where the Fund Manager proposesmaking an Investment in a InvesteeCompany for you and on behalfof one or more other Investors, theFund Manager will normally use allreasonable endeavours to procure thatthe number of shares in the relevantInvestee Company to be subscribed asan Investment for you shall, as nearlyas possible, be in the proportion whichyour Contributions bears to the totalContributions by all other such FundInvestors. This will, however, depend onmatters such as:(a) the timing and availability ofInvestments;(b) variations to prevent Investorshaving fractions of shares;entitlements to shares will be to thenearest whole share rounded downand the aggregate of fractionalentitlements may be held by theNominee for the Fund Manager;and(c) if one or more of the Investorsnotifies the Fund Manager thathe/she is an accountant, lawyeror other professional person whois subject to professional rulespreventing him/her from making anInvestment in a particular InvesteeCompany, then the number ofshares provisionally allocated tothat Investor or Investors shall not beacquired for any of his/her Portfoliosin the Fund.The Fund Manager may depart fromthis basis of allocation if, in its absolutediscretion, it considers it appropriateto do so having regard to the overallinvestment policy of the Fund and thebenefit of creating diversity within thePortfolios of Investors.6.5. The Fund Manager will act in goodfaith and with due diligence in itschoice and use of counterparties but,subject to this obligation, shall have noresponsibility for the performance byany counterparty of its obligations inrespect of transactions effected underthis agreement.7. Custody and Administration7.1. The Administrator & Custodian shall beresponsible for providing administrativeand custodian services in relation toInvestments and the safe keeping ofthe cash comprised in the Fund fromtime to time, including the settlement oftransactions, collection and distributionof income arising from Investments andthe effecting of other administrativeactions in relation to Investmentssuch as voting on the terms andconditions set out in the Administrator &Custodian’s Standard Terms.7.2. The Investee Company shares will beregistered in the name of the Nominee.All such Investee Company shareswithin your Portfolio in the Fund will bebeneficially owned by you at all timesbut the Nominee will be the legal ownerof the Investee Company shares.7.3. As set out in the Administrator &Custodian’s Standard Terms, theNominee’s duties shall be solely ofa mechanical, safeguarding andadministrative nature, acting inaccordance with all reasonable andlawful instructions of the Fund Manager,or received from you and whereauthorised by the Fund Manager, theAdministrator & Custodian from time totime concerning the Investments;As set out in the Administrator &Custodian’s Standard Terms, the Nomineewill hold any title documents or documentsevidencing title to the Investments.Individual Investor entitlements are notidentifiable by separate certificatesor other physical documents of title orexternal electronic records.7.4. Investee Company shares or titledocuments may not be lent by you toa third party and nor may there be anyborrowing by you against the security ofthe Investee Company shares or suchtitle documents.7.5. Cash held for you may be applied,or Investee Company shares mayfrom time to time be realised by theFund Manager (acting reasonably)in order to raise funds, to dischargeyour obligations under this Agreement,for example in relation to payment ofoutstanding fees, costs and expenses.

74 Jenson Seed EIS FundInvestor’s Agreement 757.6. The following applies to matters arisingwith regard to shareholder rights ineach Investee Company: (a) Investee Company Meetings - theFund Manager will arrange for youto receive details of any meetingsof Investee Companies in whichyou are invested, and any otherinformation issued to shareholdersin such Investee Companies, if youat any time in writing request suchdetails and information (eitherspecifically in relation to a particularInvestee Company investment orgenerally in respect of all InvesteeCompany investments). You shallbe entitled, as a matter of right,on reasonable notice to requirethe Nominee to appoint you asits proxy in respect of the relevantInvestee Company shares and tovote as you see fit at any meeting ofshareholders in a Investee Companyin which you hold an investment. Ifyou are not validly appointed as theNominee’s proxy for the purposes ofa meeting of the shareholders of anInvestee Company, the Nomineewill appoint the Fund Manager as itsproxy to vote at that meeting.(b) Variation of Investee Company ShareCapital – if there is any proposedvariation of the share capital of anInvestee Company (whether thatvariation is a capitalisation issue(other than a scrip dividend), rightsissue, consolidation, subdivision orreduction of capital or otherwise):(i)(ii)(iii)if a bonus or capitalisation issue andno action is required to be taken,the Administrator & Custodian will benotified and the resultant InvesteeCompany shares will be automaticallycredited to your holding;if a rights issue or other proposedvariation, the Nominee will send theFund Manager such summary of theproposal and the required action tobe taken (if any) as it may receive,and if no instruction is received fromthe Fund Manager, the Nomineewill allow the rights to lapse. Lapsedproceeds in excess of £3 will becredited to you. Sums less than thiswill be retained for the benefit of theNominee. However, if nil paid rightsin a secondary market are acquiredfor you, such rights will be taken up,unless the Fund Manager providescontrary instructions;offers will be accepted by theNominee only upon instructionsreceived from the Fund Manager;(iv) your entitlement to new InvesteeCompany shares will be to the nearestwhole share rounded down and theaggregate of fractional entitlementsmay be held by the Nominee.(c) Partly paid shares - if partly paidshares are held for you and arethe subject of a call for any duebalance and no instruction isreceived from the Fund Manager,the Nominee may sell sufficientof your Investments as (in itsreasonable opinion) is necessary tomeet the call.(d) Investee Company Liquidation -in the case of a proposal to windup, amalgamate or take overan Investee Company the FundManager will be sent a summaryof the proposal and the requiredaction to be taken (if any).7.7. Where applicable you are responsiblefor complying with all requirementsunder the Takeover Code applicableto you in your capacity as a holder ofInvestee Company shares, includingobligations to notify the FSA and theTakeover Panel of dealings in relevantshares during a takeover or merger.7.8. Unless otherwise agreed as a resultof facilities provided by your adviser,cash will be held in accordance withthe client money rules of the FSA.Your Contribution monies and alldividends and proceeds of sale ofInvestments pending their distributionwill be deposited by the Administrator& Custodian with an authorised andreputable banking institution in aclient account in the name of “ReykerSecurities plc Client Account Re:Jenson” with client trust status togetherwith cash balances belonging to otherInvestors. The mandate for operationof the account shall be held by theAdministrator & Custodian and anyinterest arising therefrom will be retainedto cover administration costs and notpaid to Investors.Share dividends shall not bereceivable under this agreementotherwise than in cash.Interest will be payable on all creditbalances on the bank account andshall be paid to the Fund Manager, theAdministrator & Custodian and Jensonas a contribution towards the cost ofestablishing and maintaining the Fund.

76 Jenson Seed EIS FundInvestor’s Agreement 777.9. You confirm that in no event shallan investment counterparty dealingwith the Fund Manager, Jenson, theAdministrator & Custodian or Nomineewith respect to any document signedor action undertaken for or on behalf ofyou in accordance with this agreementbe obliged to inquire into the necessityor expediency of any act or action ofyou, the existence or non-existenceof any fact or facts which constituteconditions precedent to acts by you orany act or failure to act by you or as toany other matter whatsoever involvingyou. You declare that a person whodeals with the Nominee and the FundManager in good faith may accepta written statement signed by theNominee or the Fund Manager to theeffect that their appointment as suchhereunder has not been revoked asconclusive evidence of that fact.8. Reports & Information8.1. You will be provided with contract notesfor each Investee Company transactionby the Administrator & Custodian.8.2. The Fund Manager shall send you areport relating to the Fund, complyingwith the FSA rules, every six months, inrespect of the periods ending on oraround 5 April and 5 October. Reportswill include a measure of performancein the later stages of the Fund oncevaluations are available for theInvestments. Investments will be valuedby the Fund Manager in accordancewith appropriate IPEVC ValuationGuidelines from time to time prevailing.8.3. The Fund Manager and Jenson shallsupply such further information which isin its respective possession or under itscontrol as you may reasonably requestas soon as reasonably practicable afterreceipt of such request.8.4. Any contract notes, statements, reportsor information so provided by the FundManager, Jenson, the Administrator& Custodian or the Nominee to youwill state the basis of any valuations ofInvestments provided.9. Fees & ExpensesThe Fund Manager Group and Jensonshall receive fees for the services of theFund Manager, Jenson, the Administrator& Custodian and the Nominee, and thereimbursements of their costs and expenses,as set out in schedule 2 of this agreement,the proceeds of which are to be dividedbetween the Fund Manager, Custodian &Administrator and Jenson in accordancewith the STA or as they otherwise agree.10. ResourcesThe Fund Manager and Jenson shall eachdevote such time and attention and haveall necessary competent personnel andequipment as may be required to enablethem to provide their respective servicesproperly and efficiently, and in compliancewith the FSA rules.11. Your Obligations11.1. Your Portfolio(s), which is/areestablished by this agreement,is/are set up on the basis of thedeclaration made in your ApplicationForm, which includes the followingstatements made in relation to yourContribution(s):(a) the fact as to whether or not youwish to seek SEIS and EIS Relieffor the Investments in InvesteeCompanies;(b) that you agree to notify the FundManager if any Investment is in anyInvestee Company with which youare connected within section 163and sections 166 to 177 and withinPart 5A of ITA 2007;(c) that you agree to notify the FundManager if, within three years ofthe date of issue of shares by aInvestee Company, you becomeconnected with that InvesteeCompany or receive value fromthat Investee Company; and(d) that you will provide the FundManager with your tax district, taxreference number and nationalinsurance number.11.2. You hereby confirm that theinformation stated in your ApplicationForm in these (and all other) respectsis true and accurate as at the date ofthis agreement.11.3. You must immediately inform the FundManager in writing of any change oftax status, other material change incircumstance and any change in theinformation provided in the ApplicationForm to which clause 11.1 above refers.11.4. In addition, you must provide theFund Manager with any informationwhich it reasonably requests from timeto time for the purposes of managingyour Portfolio(s) pursuant to the termsof this agreement.12. Delegation and AssignmentThe Fund Manager (and Jenson, the &Administrator & Custodian and the Nomineewhere reasonable and as may be agreedwith the Fund Manager) may employ agentsand subcontractors, including their Associates,to perform any administrative, custodial orancillary services to assist the Fund Managerin performing its services, in which case it willact in good faith and with due diligence inthe selection, use and monitoring of agents.Any such employment of agents shall notaffect the liability of the Fund Manager (or theNominee where appropriate) under the termsof this agreement.

78 Jenson Seed EIS FundInvestor’s Agreement 7913. Potential Conflicts ofInterest and Disclosure13.1. Jenson Solutions or Associates ofJenson may provide accountancy,business advisory and corporatefinance advisory services to some ofthe Investee Companies prior to andduring the course of your investmenttherein through the Fund. As part ofits obligations under the STA, Jensonis to source prospective InvesteeCompanies for the Fund Managerand it may be the case that some ofthe prospective Investee Companiesit puts forward are existing clientsof Jenson Solutions or its Associates.Notwithstanding, any pre-existingrelationship with prospective InvesteeCompanies, Jenson will only putforward prospective InvesteeCompanies which it genuinely believesmeet the Investment Objective set outin schedule 1 and in any event, it shallbe the Fund Manager who has andexercises exclusive and final discretionon all investments made by the Fund.13.2. The Fund Manager and Jenson mayprovide similar services or any otherservices whatsoever to any clientand neither the Fund Manager norJenson shall in any circumstance berequired to account to you for anyprofits earned in connection therewith.So far as is deemed practicable bythe Fund Manager and Jenson, theFund Manager and Jenson will use allreasonable endeavours to ensure fairtreatment as between Investors andsuch other clients in compliance withthe FSA rules.13.3. The Fund Manager, and any of itsAssociates may, subject to FSA rulesand without prior reference to you,recommend transactions in which it orJenson or any of their Associates has,directly or indirectly, a material interestor a relationship of any descriptionwith another party, which may involvea potential conflict with its duty toyou. Neither the Fund Manager, norJenson nor any of their Associates shallbe liable to account to you for anyprofit, commission or remunerationmade or received from or by reasonof such transactions or any connectedtransactions. For example, suchpotential conflicting interests or dutiesmay arise because:(a) the Fund Manager, Jenson or anyof their Associates may receiveremuneration or other benefitsby reason of acting in corporatefinance or similar transactionsinvolving companies whosesecurities are held for you;(b) the Fund Manager, Jenson or any oftheir Associates may take an equitystake in an Investee Companywhose securities are held for you ata price not below the issue priceavailable to you subject to subclause13.3(c) over the page;(c) the Fund Manager and Jenson’sentitlement to the performance feesdescribed in schedule 2 may bestructured by way of subscriptionsfor Investee Company shares byor on behalf of the Fund Managerand Jenson/or their ConnectedPersons, or their Associates, or theirConnected Persons, and/or otherswith whom the Fund Manager orJenson may share such entitlement.Those Investee Company sharesmay be subscribed at a price belowthe issue price available to you andmay dilute the returns to you butonly to the extent of the value of theperformance fees and subject to theconditions described in schedule 2;(d) the Fund Manager or its Associateprovides investment services forother clients;(e) any of the Fund Manager orJenson’s Associates or ConnectedPersons may be or become adirector of, hold or deal in securitiesof, or is otherwise interested in anyInvestee Company whose securitiesare held or dealt in on your behalf;(f) the transaction is in securities issuedby an Associate of Jenson or theFund Manager or the client of theirAssociates;(g) the transaction is in relation to aninvestment in respect of which theFund Manager or Jenson or theirAssociates may benefit from acommission or fee payable otherwisethan by you and/or the FundManager or Jenson or their Associatesmay also be remunerated by thecounterparty to any such transaction;(h) the Fund Manager deals on behalf ofyou with its Associate;(i) the Fund Manager may act as agentfor you in relation to a transaction inwhich it is also acting as agent for theaccount of other investors and theirAssociates;(j) the Fund Manager may, inexceptional circumstances, deal ininvestments as principal in respect of atransaction for you;(k) the Fund Manager may effecttransactions involving placings and/ornew issues with its Associate who maybe acting as principal or receivingagent’s commission. The FundManager or its Associate may retainany agent’s commission or discount orother benefit (including directors’ fees)that accrues to them; or(l) the transaction may be in the securitiesof an Investee Company for whichthe Fund Manager or its Associate hasunderwritten, managed or arrangedan issue within the period of 12 monthsbefore the date of the transaction.

80 Jenson Seed EIS FundInvestor’s Agreement 8114. Liability14.1. Jenson and the Fund Manager agreethat each of them will at all times act ingood faith and with reasonable careand due diligence. Nothing in this clause14 shall exclude any duty or liabilityowed to you under the FSA rules.14.2. Neither the Fund Manager nor Jensonshall be liable for any loss to you arisingfrom any investment decision made inaccordance with the Fund InvestmentObjective and the InvestmentRestrictions set out in schedule 1 tothis agreement or for other action inaccordance with this agreement. TheFund Manager and Jenson will onlybe liable to the extent that such loss isdirectly due to the negligence or wilfuldefault or fraud of the Fund Managerand Jenson or any of its officers,agents or employees.14.3. The Fund Manager acceptsresponsibility for holdings of InvesteeCompany shares in the name ofthe Nominee and for the acts andomissions of the Nominee, provided,however, that the Fund Manager shallnot be liable for any loss to you arisingfrom any action it takes in accordancewith this agreement, except to theextent that such loss is directly dueto the negligence or wilful default orfraud of the Fund Manager or any ofits officers, agents or employees.14.4. The Fund Manager acceptsresponsibility for the acts and omissionsof the Administrator & Custodian inproviding the administration services.14.5. Subject to clauses 6.5 and 12, neitherthe Fund Manager nor Jenson shallbe liable for any defaults of anycounterparty, agent, banker, nomineeor other person or entity which holdsmoney, investments or documents oftitle for the Fund, other than such partywhich is their Associate.14.6. In the event of any failure, interruptionor delay in the performance of theFund Manager or Jenson’s respectiveobligations resulting from acts, eventsor circumstances not reasonablywithin their control (including butnot limited to acts or regulations ofany governmental or supranationalbodies or authorities) or breakdown,failure or malfunction of anytelecommunications or computerservice or systems, you acknowledgethat neither the Fund Manager norJenson, as appropriate, shall be liableor have any responsibility of anykind for any loss or damage therebyincurred or suffered by you.14.7. The Fund Manager gives norepresentations or warranty asto the performance of the Fund.Investments in Investee Companiesare high risk investments and arenot Readily Realisable Investments.There is a restricted market for suchinvestments and it may therefore bedifficult to sell the investments or toobtain reliable information abouttheir value. By entering into thisagreement you confirm that you havecarefully considered the suitabilityof the Investment Objective andRestrictions set out in schedule 1 to thisagreement, have read and understoodthe Information Memorandumincluding in particular the risk warningsset out therein, and have your ownindependent advice. Nothing in thisclause 14 shall exclude the liability ofthe Fund Manager for its own fraud.15. Termination15.1. The Fund Manager will seek to realiseInvestee Company Investments within areasonable period after the applicablethree year SEIS and EIS qualifying periodand to terminate the Fund in an orderlyfashion thereafter. You acknowledgethat there can be no guaranteeas to the performance or value ofInvestments, or the achievability ortiming of realisations. On terminationof the Fund, the Fund Manager shallendeavour to procure that all remainingInvestee Company shares in yourPortfolio(s) will be sold or transferred intoyour name or as you may otherwisedirect. Any cash within your Portfolio(s)will (net of fees and costs, includingbank charges) be paid to you.15.2. You are entitled to make withdrawalsof Investee Company shares in yourPortfolio(s) at any time after the endof the period of seven years beginningwith the date on which the shares inquestion were issued. You are entitledto withdraw cash in your Portfolio(s)at any time before it has beencommitted to an Investee Company15.3. If:and subject to giving 20 days’ noticein writing. The Fund Manager will havea lien on all assets being withdrawnor distributed from the Fund and shallbe entitled to dispose of some or allof the same and apply the proceedsin discharging any liability you oweto the Fund Manager or Jenson. Thisagreement shall terminate upon thecompletion of the withdrawal from theFund of all Investee Company sharesand cash which you are entitled toreceive under this clause 15.2. Thebalance of any sale proceeds andcontrol of any remaining InvesteeCompany Investments will then bepassed to you.(a) the Fund Manager gives you notless than three months’ writtennotice of its intention to terminateits role as Fund Manager under thisagreement;(b) the Fund Manager ceases orbelieves that it is likely to cease tobe appropriately authorised by theFSA, or that it will for any reason beunable to act as Fund Manager;(c) the Fund Manager is no longerable to categorise you as aprofessional client under the rulesof the FSA; or

82 Jenson Seed EIS FundInvestor’s Agreement 83(d) you have been categorised bythe Fund Manager as a retail clientunder the rules of the FSA in relianceupon a continuing certification bya financial adviser whose processesand systems have been approvedby the Fund Manager and thatfinancial adviser ceases to act foryou or advises the Fund Managerthat an Investment in the Fund is nolonger suitable for you. The Fund Manager shall use reasonableendeavours to make arrangementsto transfer the Investments to anotherappropriately authorised FundManager, on the basis that thatreplacement Fund Manager shallassume the role of the Fund Managerunder this agreement (mutatismutandis). If the Fund Manager (actingreasonably) believes it is unlikely that itwill find a replacement Fund Manager,or no such replacement Fund Managerhas been located within a reasonableperiod, the Fund Manager may giveyou notice to terminate this agreementforthwith and, subject to clause 16, theInvestments held for your account shallbe transferred into your name or as youmay otherwise direct.15.4. Subject always to the Fund Manager’sdiscretion to determine otherwise, ifthe Minimum Fund Size is not reachedby the 31 March 2013, no Investmentswill be made and Investors’ monies willbe returned without interest.16. Consequences ofTermination16.1. On termination of this agreementpursuant to clause 15, the FundManager will use reasonableendeavours to complete all transactionsin progress at termination expeditiouslyon the basis set out in this agreement.16.2. Termination will not affect accruedrights, existing commitments or anycontractual provision intended tosurvive termination and in particularthe Fund Manager and Jenson willremain entitled to and you will payfees, expenses and costs properlyincurred and payable under the termsof this agreement up to and includingthe date of termination. Terminationwill be without penalty or otheradditional payments.16.3. On termination, the Fund Managermay apply cash held for you, and mayretain and/or realise such InvesteeCompany Investments, as may berequired to settle transactions alreadyinitiated and to pay your outstandingliabilities, including fees, costs andexpenses payable under clause 9 ofthis agreement, the details of which areset out in schedule 2 to this agreement.17. Confidential Information17.1. Neither the Fund Manager nor Jensonnor you shall disclose to third parties ortake into consideration for purposesunrelated to the Fund information either:(a) the disclosure of which by it wouldbe or might be a breach of duty orconfidence to any other person; or(b) which comes to your notice or thenotice of a Connected Person ofthe Fund Manager or Jenson butproperly does not come to theactual notice of that party providingservices under this agreement.17.2. The Fund Manager, the Nominee, theAdministrator & Custodian and Jensonwill at all times keep confidential allinformation acquired in consequenceof the services, except that informationmay be disclosed:(a) as may be necessary andappropriate in connection withthe proper performance andenforcement of this agreement;(b) to a proposed or actual directsuccessor in interest to one of theparties;(c) where the information is in thepublic knowledge;(d) which a party is entitled or bound todisclose under compulsion of law;(e) to a tax or regulatory authority incompliance with any applicablelegal requirements;(f) is given to their professionaladvisers where reasonablynecessary for the performance oftheir professional services; or(g) which is authorised to be disclosedby the relevant party.17.3. The Fund Manager or Jenson may verifyyour identity and assess your financialstanding. In doing so, one or morecredit reference agencies may beconsulted which will record a search.18. Complaints andCompensation18.1. The Fund Manager has establishedprocedures in accordance with the FSArules for consideration of complaints.Details of these procedures areavailable from it on request. Shouldyou have a complaint, you shouldcontact the Fund Manager. If theFund Manager cannot resolve thecomplaint to your satisfaction, you maybe entitled to refer it to the FinancialOmbudsman Service.18.2. The protections offered by the FSAdo not apply to the Fund or theinvestments and compensation underthe UK investor compensation schemewill not be available in the event of thefailure of the Fund.

84 Jenson Seed EIS FundInvestor’s Agreement 8519. Notices, Instructions andCommunications19.1. Notices of instructions to the FundManager, the Administrator &Custodian, Jenson or the Nomineemust be in writing and signed by youor on your behalf, except as otherwisespecifically indicated in this agreement.19.2. The Fund Manager, Jenson, theAdministrator & Custodian and theNominee may rely and act on anyinstruction or communication whichpurports to have been given bypersons authorised to give instructionsby you under the Application Form orsubsequently notified by you from timeto time and, unless that relevant partyreceives written notice to the contrary,whether or not the authority of suchperson shall have been terminated.Without prejudice to the foregoing, in noevent shall any such party dealing withyour representative with respect to anydocument signed or action undertakenon behalf of you be obliged to inquireinto the necessity or expediency ofany act or action of you, the existenceor non-existence of any fact or factswhich constitute conditions precedentto acts by you or any act or failure toact by you or as to any other matterwhatsoever involving you.19.3. All communications with you shall besent (whether postal or electronic) tothe latest address you have supplied inwriting to the Fund Manager, Jenson,the Administrator & Custodian orthe Nominee and shall be deemedreceived by you on the second dayafter posting or on the day afterdispatch in the case of electroniccommunication. All instructionsby you shall be made in writing.Telephone conversations betweenyou and the Fund Manager, theAdministrator & Custodian, Jenson orthe Nominee, (as the case may be)may be recorded. Communicationssent by you will be deemed receivedonly if actually received by the FundManager, Jenson, the Administrator& Custodian or the Nominee (as thecase may be). The Fund Manager,Jenson, the Administrator & Custodianand the Nominee will not be liablefor any delay or failure of delivery(for whatever reason) of anycommunication sent to you.20. Unsolicited Real TimeFinancial PromotionsThe Fund Manager may communicate anunsolicited real time financial promotion(i.e. interactive communications such as atelephone call or electronic mail promotinginvestments) to you.21. AmendmentsThe Fund Manager may amend thisagreement by giving you written noticewith immediate effect if such is necessaryin order to comply with Applicable Lawsincluding HMRC requirements, or in orderto maintain the SEIS or EIS Relief or in orderto comply with the FSA rules. Any otherproposed amendments will be notifiedto you, and if you fail or omit to givenotice of your rejection of the proposedamendment within 30 days of the date ofthe amendment notice, this agreement shallbe deemed amended accordingly.22. Data ProtectionAll data which you provide to the FundManager, Jenson, the Administrator &Custodian or the Nominee (as appropriate)will be held by the relevant party subject tothe Data Protection Act 1998. You herebyagree that the Fund Manager, Jenson, theAdministrator & Custodian and the Nomineemay pass your personal data to each otherand to other parties insofar as is necessary inorder for them to provide their services as setout in this agreement and to the FSA and anyregulatory authority which regulates them andin accordance with all other Applicable Laws.23. Entire AgreementThis agreement, together with the ApplicationForm and the other documents mentionedin it, comprises the entire agreement of theFund Manager the Nominee, Jenson and theirAssociates with you relating to the Fund andthe provision of the services.24. Rights of Third PartiesThe Nominee, the Administrator &Custodian, Jenson and their respectiveConnected Persons may enforce any termof this agreement which purports to confera benefit on that person, provided thatthe Fund Manager and you may amend,rescind, vary, waive, release, assign, novateor otherwise dispose of all or any of theirrespective rights or obligations under thisagreement without the consent of anyperson who is not a party to this agreement.Save as provided, a person who is not aparty to this agreement has no right underthe contracts (rights of third parties) act 1999to enforce any term of this agreement, butthis does not affect any right or remedy ofsuch third party which exists or is availableapart from that act.

86 Jenson Seed EIS FundInvestor’s Agreement 8725. SeverabilityIf any term, condition or provision of thisagreement shall be held to be invalid,unlawful or unenforceable to any extent,such term, condition or provision shall notaffect the validity, legality or enforceabilityof the remainder of this agreement.26. Governing LawThis agreement and all matters relatingthereto and any dispute or claim arisingout of or in connection with it or its subjectmatter or formation (including noncontractualdisputes or claims) shall begoverned by and construed in accordancewith English law and the parties submit to theexclusive jurisdiction of the English courts.Schedule 1: InvestmentObjective and Restrictions ofthe FundInvestment Objective of the Fund1. To offer Investors the opportunityto invest in unquoted SEIS and EISQualifying Companies carrying on oneor more trades in a variety of industriesand sectors, with the added bonus ofobtaining the tax advantages associatedwith SEIS and EIS Qualifying Investmentsin accordance with the commoninvestment policy described in thisInformation Memorandum.Investment Restrictions for the Fund2. In carrying out its duties hereunder inrespect of the Fund, the Fund Managershall have regard to and take allreasonable steps to comply with suchpolicies or restrictions as are required inorder to attract SEIS and EIS Reliefs as maybe prescribed by HMRC from time to time.3. In particular, but without prejudice to thegenerality of the above statements, therestrictions for the Fund are as set out in (a)to (c) below and the Fund Manager shalltake all reasonable steps to ensure that:(a) each Investee Company in whichthe Investments are made will, sofar as the Fund Manager is awareat the time of the Investment, be aSEIS Qualifying and/or EIS QualifyingCompany and the Fund Managerwill use all reasonable endeavoursto ensure that 100 per cent of theContribution of the Investor shallbe in ordinary shares of SEIS and EISQualifying Companies;(b) the Contribution of the Investor ofany given Set will be invested in aminimum of four Investee Companies;and(c) no more than 25 per cent of theContribution of the Investor will beinvested in any one Investee Company.

88 Jenson Seed EIS FundInvestor’s Agreement 894. Investors should be aware that theFund’s Investments will include non-Readily Realisable Investments. There isa restricted market for such Investmentsand it may therefore be difficult to dealin the Investments or to obtain reliableinformation about their value.5. In the event of a gradual realisation ofInvestments prior to termination of the Fundunder Clause 15.1, the cash proceedsof realised SEIS and EIS Investments maybe placed on deposit or invested in fixedinterest government securities or otherinvestments of a similar risk profile. Nointerest shall be paid to the client. Proceedswill be paid out on termination of the Fundor in instalments in advance of termination,as determined by the Fund Manager,subject to HMRC approval.Schedule 2: Fees and Expensesin respect of the Fund1. Investment FeeThe Fund Manager shall charge eachInvestee Company the following fundraisingfees payable out of the money used bythe Fund to subscribe for Investments,the proceeds of which shall be sharedbetween the Fund Manager and Jensonin accordance with the STA or as theyotherwise agree: an initial charge of 5.5per cent of funds invested in that InvesteeCompany, payable by that InvesteeCompany upon Investment in the InvesteeCompany (plus VAT if applicable).To the extent that any of this fee is not paidfor whatever reason by the relevant InvesteeCompany, the Fund Manager reserves theright to deduct charges from Investor’sContributions awaiting Investment.The Fund Manager will pay out of the feesreferred to above all costs associatedwith setting up the Fund including allcommission to authorised intermediarieswho introduce Investors.2. Monitoring FeeA monthly fee of £295 plus an annualmanagement fee of 2 per cent of theamount invested in each Investee Company(plus VAT if applicable) will be payable bythat Investee Company to Jenson. Suchmonitoring fees shall accrue monthly,subject to variation by agreement betweenthe Fund Manager, Jenson and eachInvestee Company. An Investee Companymay also incur further fees if Jenson or oneof its Associates provides it with a financedirector or other services, the cost of whichis to be separately agreed by the relevantInvestee Company and Jenson.3. Custody FeesThe Administrator & Custodian will receive afee of 0.35 per cent per annum. These feeswill be paid out of the monitoring fees paidby the Investee Companies to the FundManager and Jenson.4. Performance FeeThe Fund Manager and Jenson will receivea performance fee to be shared betweenthem in accordance with the STA or as theyotherwise agree of 25 per cent of all theprofits which are distributed to an Investorin respect of an Investment in an InvesteeCompany, whether by dividends, otherdistributions or sale proceeds, in excess of theamount of that Investment. For clarification,once the Investor has received in cash thefirst 100 pence per 100 pence invested(ignoring any tax relief) on an investment byinvestment basis, any additional distributablecash will be paid as to seventy five per centto the Investor and twenty five per cent tothe Fund Manager and Jenson.5. Interest Pending InvestmentInterest on Investor’s monies pendingInvestment will be retained to coveradministration costs and not paid to Investors.6. VATFees are exclusive of any applicable VAT.7. Other FeesNo other fees and expenses will be payableby the Investor or the Fund to the FundManager or Jenson. The Investee Companymay agree additional charges separately withJenson Solutions concerning due diligence,finance director and other services providedby Jenson Solutions.

90 Jenson Seed EIS FundAdministrator & Custodian’s Standard Terms and Conditions 9113 ADMINISTRATOR & CUSTODIAN’SSTANDARD TERMS AND CONDITIONSReyker Securities plc Terms andConditions of BusinessJenson Seed EIS Fund1. DefinitionsIn these terms the following words mean:‘Administrator & Custodian’: ReykerSecurities plc acting as Custodian andAdministrator.‘Application Form’: an application form toinvest in the Fund completed by the Investoras set out in the Information Memorandum.‘EIS’: the Enterprise Investment Scheme asset out in Part 5 of the Income Tax Act 2007(as amended).‘Execution-only’: the basis upon which alldealing is effected by us and consistingof execution and/or the reception andtransmission of clients orders with ancillaryservices, at the initiative of the client.‘FSA’: the Financial Services Authority, 25 TheNorth Colonnade, Canary Wharf, LondonE14 5HS.‘Fund’: the aggregate of all thediscretionary investment managementspursuant to which you and other Investorshave appointed the Fund Manager asyour discretionary investment manager tomake investments in SEIS and EIS qualifyingcompanies pursuant to the investmentpolicy and objectives set out in theInformation Memorandum.‘Fund Manager’: Foresight Group LLP.‘Investee Companies’: a company in whichthe Fund has made an Investment.‘Investment’: an investment in Securitiessubscribed for by the Nominee on behalfof Investors in the Fund on the direction ofthe Fund Manager in accordance with theinvestment policy and objectives set out inthe Information Memorandum.‘Investor’ or ‘You’: you, an individual whomwe propose to treat as a retail client inaccordance with the FSA’s Conduct ofBusiness rules, who applies to open a SEISaccount, on these Terms & Conditions.‘HMRC’: HM Revenue & Customs.‘Jenson’: Jenson Funding Partners LLP actingas strategic adviser to the Fund Manager.‘Nominee’: the entity (Reyker NomineesLimited) being the registered holder ofshares, stocks, securities and cash (together“investments”) held as safe custodian onbehalf of you the beneficial owner. ReykerNominees Limited is a wholly owned, nontradingsubsidiary of Reyker.‘Reyker’: Reyker Securities plc.‘Securities’: the shares of InvesteeCompanies issued to the Nominee pursuantto an Investment.‘SEIS’: the Seed Enterprise InvestmentScheme as set out in Part 5A of the IncomeTax Act 2007 as introduced by the FinanceAct 2012.‘Services’: services provided by theAdministrator & Custodian or the Nomineeto the Investor.‘Terms and Conditions’: these Termsand Conditions together with a validApplication Form for a SEIS account. Termsand conditions may be changed andsuperseded, with 30 days notice.‘Valuation Dates’: 5 October and 5 Aprileach year.‘We’, ‘us’ & ‘our’: Reyker Securities plc, whichis authorised and regulated by the FinancialServices Authority, FSA number 115308.2. IntroductionReyker is authorised and regulated by FSA.Reyker Nominees Limited acts as yournominee and you will at all times remain thebeneficial owner of cash and investmentsheld for you by us.Reyker will satisfy itself that any person towhom it delegates any of its functions orresponsibilities is competent to carry outthose functions and responsibilities.3. Cancellation RightsAs a retail client you have the right tochange your mind and cancel yourInvestment within 14 days of receivingfrom us a notice to cancel. If you wish tocancel, you must post your cancellation onor before the 14th calendar day after youreceive our notice. You are entitled to haverepaid to you any money you have paidto Reyker, subject to a deduction of theamount, if any, by which the value of yourInvestment has fallen at the time at whichyour cancellation form is processed.4. Cash4.1 We will deposit and hold your cash inone or more client bank accounts withthe reference ”Reyker Securities plc ClientAccount Re: Jenson”, in which investorfunds may be aggregated, with NationalWestminster Bank plc or with any otherbanking institution of our choice that isapproved by the FSA in accordance withthe FSA’s Client Money Regulations.4.2 Any interest earned on your cash heldin one of more client bank accounts willbe paid to the Fund Manager, Jenson andReyker as a contribution towards the cost ofestablishing and maintaining the Fund.5. Investments5.1 Purchases and sales effected by us willbe on an execution only basis and will beexecuted by us on instructions received fromthe Fund Manager and may be made onany market and through any intermediarythat we select in accordance with our OrderExecution Policy. Investment instructionsreceived in writing, by post, by fax or bye-mail, will be executed as soon as possibleafter receipt but we shall not be heldresponsible for delays in delivery or receiptof such instructions however caused.

92 Jenson Seed EIS FundAdministrator & Custodian’s Standard Terms And Conditions 935.2 We will advise the Fund Manager of anychanges that may occur to any investmentthat we hold for you as Nominee resultingfrom a take-over or other offer or scheme ofarrangement or where rights or similar benefitsarise. Having received this notification fromus it is the Fund Manager’s responsibility toinstruct us to take action, if any, on yourbehalf. In the absence of such notificationfrom the Fund Manager, we reserve the rightto take no action on your behalf.5.3 Where we hold partly paid shares foryou, we may at our absolute discretion sellsuch number thereof as may be necessaryin order to pay any calls or instalments dueon the balance held.5.4 We will collect dividends, interest onSecurities, interest on deposits and otherdistributions that are due to you and creditthem to your account. We shall also notifyyou of any benefits due in respect ofInvestments held for you in your account.5.5 We may combine your orders or ordersby the Fund Manager with the orders ofother customers and with our own orders ororders of associated companies and personsconnected with Reyker. The combining oforders may result in a more or exceptionallya less favourable price being achieved thanif your order had been executed separately,though if the price is less favourable weshall advise the Fund Manager in advancefor each such transaction and seek theirauthority to proceed as required by FSArules. We will arrange for the execution oforders as soon as is reasonably practicablegiven the prevailing circumstances afterinstructions have been received.5.6 Where your Securities are held by theNominee on a non-discretionary basis, wewill not exercise the voting rights attachedto such Securities without the receipt of aspecific written or electronic instruction fromthe Fund Manager.5.7 Securities will be registered in the nameof our nominee company, Reyker NomineesLimited, which as a non-trading whollyowned subsidiary is not authorised underthe Financial Services and Markets Act2000, or any other nominee approved byus. We accept full responsibility for any lossthat might arise as a result of any defaultby Reyker Nominees Limited or any othernominee company controlled by us inwhich name the Securities are held. Weare not responsible for the acts or omissionsof any custodian or nominee companynot controlled by us in which name theSecurities are held.6. Suitability and AppropriatenessWhen the Fund Manager deals directlywith us on an execution-only basis, we arenot required to assess the suitability of theinstrument or services offered to you andtherefore you do not under these Terms andConditions benefit from the protection of therules on assessing suitability.7. Order Execution PolicyWe have an established Order ExecutionPolicy. Details of this policy are availableupon request or can be obtained as adownload from the Documents section ofour website at www.reyker.com.8. Custody8.1 All Securities and documents of titlerelating thereto held in relation to yourinvestment in the Fund shall be held by us orto our order. Investments will be registered inthe name of Reyker Nominees Ltd, a whollyowned non-trading subsidiary of Reyker.8.2 We may not lend to a third partydocuments of title or Securities otherwise heldby the Nominee or on our behalf as nominee.8.3 We reserve the right to round fractionalentitlements to shares issued as a result ofscrip dividends, dividend reinvestment plans,rights issues or other corporate actions.9. Provision of information9.1 Within twenty-five working days of eachof the valuation dates we will provide youwith a transaction summary and valuationelectronically. This will show as at therelevant valuation date Investments heldand their values, and the balance of cash. Itwill also show our charges levied.9.2 Confirmation of any transaction, togetherwith all charges relating to it and the netcontract total, will be dispatched to youpromptly and as soon as practicable unlesswe have received instructions to the contrary.9.3 We will retain records of accounttransactions for six years in accordance withstatutory and regulatory requirements.10. Rights relating to Investments10.1 If the Fund Manager or Jenson so electsin writing, on your behalf, we will arrange foryou to receive copies of annual reports andany other information issued by companiesin which we hold Investments as yourNominee and for you to attend and vote atshareholders’ meetings.10.2 Shareholder benefits will not necessarilybe available to you automatically, as yourSecurities will be registered in the name ofReyker Nominees Limited, but at your priorwritten request we will use our best reasonableendeavours to obtain such benefits for you.11. Remuneration11.1 The Administrator & Custodian willcharge 0.35% per annum which will bepayable by Jenson.The Administrator & Custodian also chargesthe Fund Manager for the Administrator &Custodian’s costs of due diligence on theInformation Memorandum.11.2 Fees may be charged at a different ratefor certain Investments. If so these fees will beset out in the sales and marketing materialsent to you when you were invited to applyfor such Investments and these fees will applyinstead of those referred to in 11.1 above.

94 Jenson Seed EIS FundAdministrator & Custodian’s Standard Terms And Conditions 9511.3 Our fees and charges, including thoseset out in Clause 14 below, may be variedfrom time to time within the limits set bythe FSA and in accordance with Clause 21(Amendments) below.11.4 Fees are not refundable in the eventthat the provision of Nominee services isterminated for whatever reason by eitheryou, the Fund Manager or by us.11.5 We shall charge £75.00 for the provisionof ad hoc and probate valuations.11.6 All statements will be providedelectronically unless you have elected toreceive paper statements; the Administrator& Custodian will charge £3.50 to the Investorfor the provision of each paper statement.12. LiabilityWe shall not be responsible for any loss ordamage or depreciation in value of theInvestments or for any failure to producea return on capital invested howsoeverarising. Reyker and Nominee liability shall belimited to loss or damages resulting directlyfrom the fraud, breach, wilful default ornegligence of Reyker, Nominee or theirofficers or employees. Nothing in this clause12 (Liability) shall exclude any duty or liabilityowed to an Investor under the FSA Rules.13. Changes in your statusYou will promptly notify us of all changesof name, address and your country ofresidence for tax purposes. We shall not beresponsible for any consequences of yourfailure to notify us of such changes.14. Withdrawals, terminations andtransfers14.1 In the event of your death your personalrepresentatives will continue to be boundby these Terms and Conditions until yourInvestments are transferred to them or theproceeds of the sale of such Investments arepaid to them.14.2 You may, subject to payment to us forany outstanding transactions, accrued feesand expenses and for sums due under theseTerms and Conditions at any time withdrawall or part of your uninvested cash providedyou give us 20 days’ notice. We shall chargeyou a fee presently being £100 for each cashwithdrawal plus any charges, duties andtaxes incurred in respect of the withdrawal.Cash withdrawals via BACS and chequepayments incur a fee of £50. Normal dealingrates apply to any sales on your behalf.15. Notices and instructions15.1 Any notice given by you to us under thisagreement shall be sent in writing to ReykerSecurities plc at 17 Moorgate, London, EC2R6AR and we may act and rely upon anyinstruction appearing to be signed by youor the Fund Manager on your behalf. Weshall be entitled to contact you otherwisethan in writing for the purposes of obtaininginstructions in relation to the investmentsheld for you as Nominee or otherwise inrelation to the Services. You will promptlynotify us of changes of name, address oryour country of residence for tax purposes.16. Complaints Procedure16.1 Reyker has an established complaintsprocedure, details of which are available uponrequest in writing from you. We are members ofthe Financial Ombudsman Service.16.2 As a retail client of Reyker, you willreceive the protection of the FinancialServices Compensation Scheme in theunlikely event that Reyker was to fail as apublic limited company. If we becomeinsolvent and cannot meet our financialobligations to you, you may be entitled tocompensation under the Financial ServicesCompensation Scheme, established underthe Financial Services and Markets Act 2000.Details of your rights under this scheme areavailable from us on request, and furtherinformation is available from the FSA and theFinancial Services Compensation Scheme.The amount and scope of the compensationscheme is 100% of the claim up to amaximum compensation amount of £50,000.16.3 If you have a complaint aboutForesight Group LLP, you should write to theCompliance Officer, at ECA Court, SouthPark, Sevenoaks, Kent TN13 1DU. They willprovide details of their complaints procedureupon request, or automatically in the eventthat you make a complaint that is notsatisfactorily resolved. If you are not satisfiedwith the manner in which the matter isaddressed, you can refer your complaint toThe Financial Ombudsman Service at SouthQuay Plaza, 183 Marsh Wall, London E14 9SR.Making a complaint will not prejudice yourright to take legal proceedings.17. Conflicts of Interest PolicyThe FSA Principles of Business stipulate thata firm must manage conflicts of interestfairly, both between itself and its customersand between one customer and another.Reyker has a Conflicts Policy, which fullymeets this requirement. Reyker will identifyconflicts and ensure that these are properlymanaged in a fair manner. Details of thispolicy are available upon request or can beobtained from the Documents section of ourwebsite at www.reyker.com.

96 Jenson Seed EIS FundAdministrator & Custodian’s Standard Terms And Conditions 9718. Data Protection Act 1998The information that you provide on yourApplication Form (or subsequently) willbe held and processed by us as a datacontroller for the purposes of the DataProtection Act 1998. We may hold andprocess information for the administrationof the service(s) for which you are currentlyapplying or may apply for in future,for the operation of your Investment inSecurities (including e.g. for registration anddistribution purposes), for the purposes ofstatistical analysis, and the marketing ofgoods or services by Foresight or Jenson. Wemay transfer information to other companiesand to third party agents of such companiesor of this company for any of the abovepurposes. Where an Independent FinancialAdviser acts on your behalf, we will discloseinformation concerning your Investment tothat Independent Financial Adviser. This canbe varied as needed. Save as noted above,we will not provide to any other third partyany information relating to you, unless youhave given your written consent or unlesswe are required to do so by law. You areentitled to request details of informationwe may hold about you upon paymentof a fee and to require us to correct anyinaccuracies in your personal data.19. Money LaunderingAll transactions relating to products providedby Reyker are covered by money launderingrequirements (Proceeds of Crime Act 2002,The Money Laundering Regulations 2007,FSA Rules and any relevant guidance notes).This means that we are responsible forcompliance with these requirements. Asa consequence, you may be requiredto provide proof of identity and otherinformation and documents when buying orselling your Investment.20. Exclusion of LiabilityWe give no warranty as to the performanceor profitability of the Fund. You must beaware that the price of Securities can godown as well as up. You may not get backthe amount invested. You are remindedthat past performance is no guarantee offuture returns. In the event of any failure,interruption or delay in the performanceof its obligations resulting from any eventor circumstance not reasonably within itscontrol, Reyker shall not be liable or haveany responsibility of any kind for any loss ordamage you incur or suffer as a result. Yourattention is also drawn to the detailed riskwarnings in the Information Memorandumand the risk warning references in theApplication Form.21. AmendmentsSubject to not less than 30 days’ notice inwriting and subject to us having valid reasonfor so doing, we may vary any of theseTerms and Conditions and our commissionsand charges as published in sales andmarketing literature, save that no variationshall be made which results or which mightresult in the Fund ceasing to comply withany SEIS or EIS regulations.The following are valid reasons for avariation of our Terms and Conditions:(i) changes in law, regulations, industryguidance or codes of practice;(ii) to accommodate variation(s) intaxation rates and regimes;(iii) to reflect the fact that our incomeearned from the provision of our servicesfalls short of our expected income fromproviding those services; and/or(iv) to reflect in a proportionate way,reasonable cost increases or reductionsassociated with the provision Services.22. Recording of telephone callsAll telephone calls to and from Reyker’soffices are recorded and a copy ofrecordings is retained for at least six monthsin accordance with FSA rules.23. NoticeThe issuance of revised Terms and Conditionsfrom time to time shall be construed asgiving notice upon receipt of them thatnew Terms and Conditions apply after therequired notice period has elapsed.24. English LawThese terms are governed by English law andwill become effective on acceptance by theAccount Manager of your signed ApplicationForm. All business is conducted in English.

98 Jenson Seed EIS FundAppendix: Glossary Of Terms 99APPENDIX: GLOSSARY OF TERMSIn this document these expressions andabbreviations have the following meaningsunless the context otherwise requires.Administrator & CustodianReyker Securities Plc, a public limited company registered inEngland and Wales with registered number 1747595 whoseregistered office is 17 Moorgate, London, EC2R 6AR. Authorisedand regulated by the Financial Services Authority under number115308 or such other Administrator & Custodian as is appointedby the Fund Manager under the Investors’ Agreements from timeto timeAdministrator & Custodian’sStandard Termsthe standard terms of the Administrator & Custodian under whichthe Investor appoints the Administrator & Custodian to provideadministrative and custodian services to the Investor in relationto the activities of the Fund and the Nominee is appointed as theInvestor’s nomineeApplication Forman application form to invest in the Fund completed by theprospective Investor in the form provided by the Fund Managerwhich is contained in the Application PackApplication Packthe application pack which accompanies the InformationMemorandum and by which prospective Investors will investin the FundBVCAthe British Private Equity and Venture Capital AssociationCapital Gains Deferraldeferral of CGT (section 150C and Schedule 5B of the Taxationof Chargeable Gains Act 1992)CGT capital gains tax pursuant to Taxation of Chargeable Gains Act 1992

100 Jenson Seed EIS FundAppendix: Glossary Of Terms 101Closing Datea date on or by which Contributions are accepted by the FundManager to form Portfolios of the same Set within the FundEIS Reliefrelief from income tax under EISCollective InvestmentSchemeas defined in the Financial Services and Markets Act 2000Fund or Jenson Seed EISFundthe aggregate of all PortfoliosComplying Fundan arrangement, specified in paragraph 2 of the Schedule to theFinancial Services and Markets Act 2000 (Collective InvestmentSchemes) Order 2001 (SI 2001/1062), which is in summary: anarrangement in relation to EIS shares that would have been acollective investment scheme if the scheme arrangements hadnot provided that:a) the operator will, so far as practicable, make investmentswhich, subject to each participant’s individual circumstances,qualify for relief under Part 5 of the Income Tax Act 2007; andFund Manager or ForesightHMRCForesight Group LLP a limited liability partnership registered inEngland and Wales with registered number OC300878 whoseregistered office is at ECA Court, 24-26 South Park; Sevenoaks,Kent TN13 1DUHM Revenue & Customsb) the minimum contribution to the arrangements by eachparticipant must be not less than £2,000IHTInheritance TaxContributionthe total gross amount contributed by an Investor inaccordance with the terms of the offer set out in theInformation MemorandumIntermediarya person/company who promotes and markets the Fund andarranges the investment for the InvestorEISthe Enterprise Investment Scheme as set out in the Income TaxAct 2007 (as amended)Investee Companya company in which the Fund investsEIS Qualifying Companya company which is a qualifying company for the purposes of EISInvestmentinvestments made through the Fundan investment by a EIS Qualifying Investor in an EIS QualifyingEIS Qualifying InvestmentCompany and which meets all the other conditions in the EISnecessary for obtaining EIS Relief including holding on to therelevant Shares for the applicable three year periodInvestment Objectiveto offer Investors the opportunity to invest in unquoted SEIS andEIS Qualifying Companies with the added bonus of obtaining theTax Reliefs where applicableEIS Qualifying Investoran investor who is a qualifying investor for the purposes of the EIS

102 Jenson Seed EIS FundAppendix: Glossary Of Terms 103Investoran individual (and certain trustees) who completes an ApplicationForm in the form enclosed with this Information Memorandumwhich is accepted by the Fund Manager and so enters into anInvestor’s Agreement and invests through the FundOfferthe Offer to invest in the Fund in accordance with the terms ofthe Investor’s AgreementInvestor’s AgreementJensonJenson LLPan Investor’s Agreement to be entered into by each InvestorJenson LLP and Jenson SolutionsJenson Funding Partners LLP, a limited liability partnershipregistered in England and Wales with registered numberOC375306 and whose registered office is at CommunicationsHouse, 26 York Street, London W1U 6PZPortfolioQualifying Investmentthe monies an Investor contributes to the Fund on or before aClosing Date plus all Investments made through the Fund whichare allocated to an Investor and registered in the name of theNominee on the Investor’s behalf and which are contributed outof such monies plus all income and capital profits arising thereonand so that, where an Investor contributes more than once inthe Fund: (i) all Contributions made within a single period whichfalls between two Closing Dates shall be regarded as part ofthe same Portfolio; and (ii) Contributions which are made withinperiods which fall between the Opening Date and two or moreClosing Dates, or between three or more Closing Dates, shall beregarded as separate Portfolios of that Investor within the Fundan Investment in an SEIS Qualifying Company or a EIS QualifyingCompany as the case may beJenson Solutions Ltd, a limited liability company registered inJenson SolutionsEngland and Wales with registered number 04279636 and whoseoffice is at Communications House, 26 York Street, London W1U 6PZSEISSeed Enterprise Investment Scheme under part 5A of the IncomeTax Act 2007 as introduced by the Finance Act 2012Markets in Financial Instruments Directive (2004/39/EC) (asMiFIDamended and supplemented from time to time) and a “non-MiFID” person, IFA or fund means any person, IFA or fund which isnot regulated by the regulatory regime introduced by MiFIDSEIS Qualifying Companya company which is a qualifying company for the purposes ofthe SEISMinimum Fund Sizethe aggregate amount of Contributions by Investors amountingto £1 millionSEIS Qualifying Investmentan investment by a SEIS Qualifying Investor in a SEIS QualifyingCompany which meets all other conditions in the SEIS necessaryto obtain SEIS Relief including holding on to the relevant Sharesfor the applicable three year periodNomineeReyker Nominees Limited, a wholly owned subsidiary of ReykerSecurities plcSEIS Qualifying Investoran investor which is a qualifying investor for the purposes of SEIS

104 Jenson Seed EIS FundAppendix: Glossary Of Terms 105SEIS Reliefincome tax relief that a SEIS Qualifying Investor may obtainwhere he/she has made a SEIS Qualifying InvestmentSetportfolios created from Contributions accepted by the FundManager on or before the same Closing DateSharesordinary equity shares in an Investee Company subscribed for bythe Fund on behalf of InvestorsTax Reliefsthe tax reliefs available to SEIS and EIS Qualifying Investors whohave made SEIS Qualifying and EIS Qualifying Investments

106 Jenson Seed EIS FundInvestor Application Forms 107Investor Application FormsIMPORTANT NOTEThis Application Form incorporates byreference the Information Memorandumpublished by Foresight Group LLP alimited liability partnership registered inEngland and Wales with registered numberOC300878 whose registered office is atECA Court, 24-26 South Park, Sevenoaks,Kent TN13 1DU (“Foresight” or the ”FundManager”) in connection with the JensonSeed EIS Fund (the “Fund”) and all otherdocuments published by Foresight whichare expressed to be supplemental thereto(the “Information Memorandum”). Unlessotherwise stated or as the context shallotherwise require, defined terms andexpressions used in this Application Formhave the meanings ascribed to them in theInformation Memorandum.BEFORE YOU INVESTBefore completing this Application Form,you should carefully review and understandthe Information Memorandum, the Investor’sAgreement and the Administrator &Custodian’s Standard Terms. Rememberthat the proposal may NOT be suitable foryou, the information in the offer documentsdoes NOT constitute tax, legal or investmentadvice and you should seek your ownindependent advice.MINIMUM INVESTMENTThe minimum investment is £10,000 andthereafter in multiples of £1,000.WHO CAN APPLY?You can apply for an investment in the Fundif you can be categorised by Foresight as anelective professional client under the FSA rules.You can be categorised as an electiveprofessional client if:• Foresight is satisfied that you can beassessed as a person who is capable ofmaking his/her own investment decisionsand understanding the risks involved byparticipating in the Fund;• you have received a clear writtenwarning of the protections and investorcompensation rights you may lose bydoing so; and• you have stated in writing, by signing thisApplication Form, that you are aware of theconsequences of losing such protections.To do this, you can be assessed as anelective professional client by your authorisedfinancial adviser completing the Adviser &AML Certificate in the Application Pack. Thisdoes not mean that your financial adviserneeds to treat you as an elective professionalclient if he/she has categorised you as aretail client in relation to the services andadvice which he/she provides to you.Alternatively, if you do not have anauthorised financial adviser you shouldcomplete the Investor & Anti-MoneyLaundering Certificate.Please note that you will be classified as aretail client by Reyker Securities plc for thepurposes of providing the administrativeservices set out in the Administrator &Custodian’s Standard Terms. No furtheraction is required in respect of this.INSTRUCTIONS FOR COMPLETING THEAPPLICATION FORMBefore completing this Application Form,please carefully review the InformationMemorandum, the Investor’s Agreementand the Administrator & Custodian’sStandard Terms.Then follow the steps listed 1 – 6 below.1. Please complete the Application Form intype or use block capitals (save for yoursignature) in black/blue permanent ink,and sign any changes you make. Do noterase any text or use whiteout. Pleasearrange for a witness to counter sign theApplication Form.2. Read the acknowledgements andrepresentations in the Application Form.If you have any queries, please contactJenson on 020 7873 2122 with referenceSEIS or Reyker Securities plc on 020 73972580 with reference Jenson SEIS Fund.3. Arrange for an independent financialadviser, authorised by the FinancialServices Authority, to complete and signan Adviser & Anti-Money Laundering(AML) Certificate. Alternatively, pleasecomplete and sign the Investor & Anti-Money Laundering Certificate. If you wishto subscribe more than €15,000 youwill need to complete the anti-moneylaundering due diligence on page 115,even if you have applied through anindependent financial adviser who hascompleted the Adviser & AML Certificate.4. Execute and date this Application Form.5. Deliver or send the:• Application Form (completed,executed and dated);• Adviser & AML Certificate (or Investor &AML Certificate if you don’t have an IFA);• Your cheque or banker’s draft madepayable to ”Reyker Securities plcClient Account re: Jenson” for theamount you wish to invest to theAdministrator & Custodian at thefollowing address: Jenson Seed EISFund, c/o Reyker Securities plc, 17Moorgate, London, EC2R 6AR.• Alternatively, investor contributionscan be sent by electronic transferusing the details below:Bank: NatWestSort Code: 60-00-01Account No: 40470652Please place the applicant’s name inthe reference.6. Keep a copy of the completedapplication form for your records.The Fund Manager may decide, in its absolutediscretion, to accept or reject the ApplicationForm and will notify you of its decision.If you do not receive an acknowledgementof your application within 10 days of sendingit to the address above, please contactReyker Securities plc on 020 7397 2580reference Jenson SEIS Fund or Jenson on020 7873 2122 reference SEIS.

108 Jenson Seed EIS FundInvestor Application Form109(Please read the risk warnings on pages 12 to 19 of the InformationMemorandum before completing this Application Form.)1 Personal DetailsTitle: Mr/Ms/Mrs/Miss/Dr/OtherForename(s):Surname(s):Nationality:National Insurance no:Permanent Address:Postcode:Email:If length of occupation is not more than 3 years then please provide your previous residential address:Telephone (Work):Telephone (Home):Date of birth: D/ M/ YYYY/ Town and country of birth:Tax district:Tax reference number:2 Application To Invest In Jenson Seed EIS FundI hereby apply to invest in the Jenson Seed EIS Fund the following amount:£(words)£(figures)3 Acknowledgements And RepresentationsabcI confirm that I am 18 years of age or older, and personally possess sufficient knowledge, experience andexpertise in financial and business matters (including experience with investments of a similar nature to aninvestment in the Fund) to be capable of evaluating the merits and risks of an investment in the Fund. Iacknowledge that Foresight is not providing advice on this investment and confirm that I have taken suchindependent advice (including from an independent financial adviser) that I deem necessary or desirable.I confirm that I have read and understood the Information Memorandum (and in particular the sectionheaded Risk Factors on pages 12-19), Investor’s Agreement and the Administrator & Custodian’s StandardTerms. I confirm that, in making my application, I am relying solely on the information contained in theInformation Memorandum, the Investor’s Agreement, the Administrator & Custodian’s Standard Terms, theAdviser & AML Certificate, or, as the case may be, the Investor & AML Certificate and my own enquiries, andnot on any information or representation in relation to the proposal.I agree and undertake, if my application is accepted, to observe, perform and be bound by the provisions ofthe Investor’s Agreement and the Administrator & Custodian’s Standard Terms.

Adviser & Anti-Money Laundering Certificate111defghijI confirm that I wish to invest as an elective professional client under the FSA rules and that I am aware of theconsequences of losing the protection and investor compensation rights that I lose by participating in theFund as an elective professional client. I confirm that I have read and understood the Important Notice inrespect of professional client categorisation in the Schedule on pages 117 to 120 inclusive of the InformationMemorandum is true and accurate and Foresight may rely on it. I understand that I will separately beclassified as a retail client by the Administrator & Custodian in respect of the safeguarding and administrationservices to be provided to me.I acknowledge that this application form is not transferable or assignable.I confirm my agreement that this Application Form be governed by and construed in accordance withthe laws of England and that the courts of England shall have exclusive jurisdiction to hear and determineany suit, action or proceedings and to settle any disputes which may arise out of or in connection with thisApplication Form and, for such purposes, I irrevocably submit to the jurisdiction of such courts. In addition,I irrevocably waive any objection which I might now or hereafter have to the courts of England beingnominated as the forum to hear and determine any such suit, action or proceedings and to settle any suchdisputes, and agree not to claim that any such court is not a convenient or appropriate forum.I agree that the foregoing representations, warranties, agreements and acknowledgments shall survive thedate of my admission to the Fund and this Application Form shall be binding upon and inure to the benefit ofall parties and their successors and permitted assignees.I agree that any term or provision of this Application Form which is invalid or unenforceable in any jurisdictionshall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without renderinginvalid or unenforceable the remaining terms or provisions of this Application Form or affecting the validity orenforceability of any of the terms or provisions of this Application Form in any other jurisdiction.I undertake to notify the Fund Manager immediately if there are ever any relevant circumstances of which theFund Manager should be aware in relation to managing my Portfolio(s).I confirm, in relation to my investment in the Fund, that:• I wish to seek SEIS and EIS Relief;• I am applying on my own behalf;• I will notify the Fund Manager of any investment with which I am connected within section 163 and sections166 to 177 of the Income Tax Act 2007 and part 5A of the Income Tax Act 2007; and• I will notify the Fund Manager if, within three years of the date of issue of shares by an EIS QualifyingCompany or SEIS Qualifying Company, I become connected with that SEIS Qualifying Company or EISQualifying Company or receive value from it.To Be Completed By The Investor’s Financial Adviser (if you wish to apply withoutinput from a financial adviser, please complete the form on page 113)We certify to Foresight Group LLP in the terms of paragraphs 1 and 2 below:1 Professional Client CategorisationWe have undertaken an adequate assessment of:…………………………………………………………………………………………….....(the “Investor”) and his/herexpertise, experience and knowledge such as to give reasonable assurance to Foresight Group LLP in lightof the nature of the transactions or services envisaged that the Investor is capable of making his/her owninvestment decisions and understanding the risks involved in a participation in the Jenson Seed EIS Fund andof being categorised for this purpose by Foresight Group LLP as an elective professional client within themeaning of the Conduct of Business rules made by the UK Financial Services Authority. We have given to theInvestor a clear written warning of the protections and investor compensation rights the Investor may lose inbeing treated as a professional client in the form set out in the schedule on pages 117 to120 inclusive of theInformation Memorandum.2 Anti-Money Laundering Due DiligenceWe have applied customer due diligence measures on a risk-sensitive basis in respect of the Investor to thestandard required by the Money Laundering Regulations 2007 within the guidance for the UK financial sectorissued by the Joint Money Laundering Steering Group and we certify that we have:(a) obtained information on the purpose and intended nature of the Investor’s proposed investment in theJenson Seed EIS Fund and we are satisfied that this investment is being made for bona fide legitimatepurposes and not to conceal the proceeds of crime; and(b) identified and verified the identity of the Investor on the basis of documents, data and informationobtained from a reliable and independent source.We consent to Foresight Group LLP relying on this certificateFirm name:k Please tick here if you wish to receive paper statements at a price of £3.50 per statements. Otherwise, theAdministrator & Custodian will provide statements in electronic form at no cost.Contact name:lMy contribution will be administered by the Administrator & Custodian in accordance with the Administrator &Custodian’s Standard Terms. I have understood and I agree to be bound by the Administrator & Custodian’sStandard Terms.Address:This Application Form is executed and delivered as a deed on the date mentioned below:Investor Signature:Print name:Postcode:Email:Witness Signature:Print witness name and address:FSA registration number:Signature:Date:Date:by completing and signing this application form,you confirm that your identity may be verified byelectronic means such as the use of data held byspecialised data agencies.

113Investor & Anti-Money Laundering CertificateTo Be Completed By The Investor Without A Financial Adviser (if you wish to applythrough a financial adviser, please ask him/her to complete the form on page 111)I certify to Foresight Group LLP that the answers given below are true, complete and accurateProfessional Client CategorisationIn order for you....................................................................................... [please insert your name] (the “Investor”) toparticipate in the Fund, we must undertake an assessment of your expertise, experience and knowledge soas to give us reasonable assurance, in light of the nature of investments in complying funds such as the Fund,that you are capable of making your own investment decisions and understanding the risks involved. ThisInvestor & AML Certificate requests information to help us undertake this assessment. Additional informationmay be required. We will keep all information provided by you confidential. A clear written warning ofthe protections and investor compensation rights the Investor may lose in being treated as an electiveprofessional client is set out in the schedule hereto.Please be aware that we are unable to begin investing your contribution until we have received thecompleted and signed form. Please ensure that you have signed this form before returning it to:Jenson Seed EIS Fundc/o Reyker Securities plc, 17 Moorgate, London, EC2R 6AR.Investment ObjectivesPlease review the investment objectives of the Fund, set out on page 22 of the Information Memorandumand schedule 1 of the Investor’s Agreement and tick the box below to confirm that you are aware of andunderstand these objectives and that they are consistent with your own personal financial objectives inrespect of your potential investment in the Fund.Your ProfessionPlease state your current profession, or, if you are retired, your previous profession:Please state your first language below if it is not English:

Investment ExperienceYour experience and understanding of various types of investments is a factor in determining the suitabilityof the Jenson Seed EIS Fund for you. Please put a number in each box in the table below to indicate thenumber of years of personal experience you have had with particular types of shares.Types of sharesLarge quoted companiesSmaller quoted companiesAIM-listed or unquoted companiesYears of ExperienceAnti-Money Laundering Due DiligenceWe are required under the Money Laundering Regulations 2007 to verify the identity of all investors in the Fundand we therefore require copies of (a) an identity document and (b) a proof of address document from you.Please supply a certified copy of one document from list 1 (proof of identity) and one document from list 2(proof of address)1 Identity document – please enclose a certified copy (see below for details of who can certify yourdocuments) of one of the following documents and put a tick in the relevant box:Current Passport or national identity card115SEIS, EIS or VCT investmentsNumber of previous shareholdingsFull driving licence (both parts)In what capacity have you had this experience? (please tick)ShareholderDirector2 Proof of address – please enclose a certified copy (see below for details of who can certify your documents)of one of the following documents and put a tick in the relevant box:Recent bank statement (less than three months old)Adviser/consultant/auditorOther, please specifyCredit reference agency reportUtility bill (less than three months old)Please list any current company directorships you hold/have held in the last five yearsCurrentLast five yearsFull driving licence (both parts) (if not used for proofof identity)CERTIFIED COPIESHave you been in a network or syndicate of business angels for at least six months prior to today’s date?(please tick and, if applicable, provide details)YesCopies should be certified by a regulated professional person such as a solicitor, bank manager, financialadviser or accountant or, alternatively, by a person in a position of responsibility such a teacher or doctor whois known to the applicant. The documents requiring certification should be identified on the back as follows: “Icertify that this is a true copy”. Please print the name, address, telephone number and capacity in which signed(e.g. doctor, company director) of the authorising person and ensure that the document is signed by them.NoDetailsFOR FORESIGHT GROUP LLP INTERNAL USE ONLYWe are required under the Money Laundering Regulations 2007 to verify the identity of all investors in the Fundand we therefore require copies of (a) an identity document and (b) a proof of address document from you.Please supply a certified copy of one document from list 1 (proof of identity) and one document from list 2(proof of address)Assessment CompletedOther relevant details and/or experience that might berelevant to our assessment of you as a professional clientin relation to investment in the Jenson Seed EIS Fund,whose objective will be to invest in start-up and early stagecompanies. Have you had experience of such companieseither directly or as an investor?DateAssessment criteria met?

Schedule117ScheduleImportant NoticeIn respect of professional client categorisationThe Information Memorandum relating to the Jenson Seed EIS Fund describes arrangementsfor the appointment of Foresight Group LLP (“Foresight” or the “Fund Manager”) of ECACourt, 24-26 South Park; Sevenoaks, Kent TN13 1DU, as a discretionary investment FundManager to act on behalf of Investors who wish to make venture capital investments in SEISQualifying Companies and EIS Qualifying Companies and to manage those investments incommon on behalf of all such Investors. These arrangements together constitute the JensonSeed EIS Fund (the “Fund”). Foresight is authorised to act as an investment Fund Manager bythe UK Financial Services Authority (“FSA”) and their FSA registration number is 198020.As venture capital investments can be higher risk Foresight only acts for individuals who, inaccordance with FSA rules, can be assessed as understanding the risks of investing in the Fund.These are set out in section 1 of the Information Memorandum. Therefore participation in the Fundis normally restricted to those whom Foresight can categorise as elective professional clients.This means that Foresight will owe you an obligation to ensure that the venture capitalinvestments which they make comply with the investment policy and parameters set outin the Information Memorandum but not that they are suitable for your particular financialcircumstances and portfolio; an obligation that would need to be discharged if Foresightwere to classify you as under FSA rules a ‘retail client’. This would require you to disclose toForesight personal details about your income, expenses, liquidity and assets. There are someadditional differences between these two FSA classifications. They are set out below.Please note that the fact that an adviser will treat you as a ‘retail client’ under FSA rulesfor the purposes of his/her client relationship with you, does not prevent that adviser fromcarrying out an assessment that you have the experience, expertise and knowledgerequired to understand the risks of investing in the Fund and of being categorised as anelective professional client for the purpose of your relationship with Foresight.You can be categorised as an elective professional client if:(i) Foresight undertakes an adequate assessment of your expertise, experience andknowledge that gives reasonable assurance, in the light of the nature of the transactionsor services envisaged, that you are capable of making your own investment decisionsand understanding the risks involved;

118 Jenson Seed EIS FundSchedule 119(ii) Foresight has given you a clear written warning of the protections and investorcompensation rights you may lose; and(iii) You have stated in writing, in a separate document from the Investor’s Agreement, thatyou are aware of the consequences of losing such protections. Such a statement iscontained within the Application Form.Once you have been classified as an elective professional client you will lose the protectionsapplicable exclusively to retail clients under the FSA rules. Certain of the FSA rules willautomatically be limited or modified in their application to you. Certain of the FSA rules willbe capable of modification in their application to you in relation to any business carried outby the Fund Manager under the terms of the Information Memorandum.The following protections will not apply to you as an elective professional client, and anInvestor in the Fund:(i) The Fund Manager will not be obliged to warn you of the nature of any risks involved inany potential investments in the Fund. The key risks of investing in the Fund are set out insection 1 of the Information Memorandum.(ii) The Fund Manager will not be obliged to disclose the basis or amount of its chargesfor any services the Fund Manager provides to you or on your behalf or the amount ofany other income that the Fund Manager may receive from third parties in connectionwith such services. The basis and amount of the Fund Manager’s charges are set out insection 3 of the Information Memorandum.(iii) The Fund Manager will not be obliged to set out any of the prescribed contents,disclosures or risk warnings needed for retail customers in prospectuses, marketingbrochures and other non-real time financial promotions material, nor will the FundManager be subject to the restrictions that apply to a retail client in relation tounsolicited real time communications.(iv) The Fund Manager will not be required to give you the warnings required for retail clientsin relation to material which may lead you to deal with or use overseas firms which are notregulated by the Financial Services and Markets Act 2000 nor will the Fund Manager haveto satisfy itself that the overseas firm will deal with you in an honest and reliable way.(v) The Fund Manager will also not be required to comply with the FSA rules relating torestrictions on and the content of direct offer advertisements.The following rules will be limited or modified in their application to you as a professionalclient and an investor in the Fund:(i) The majority of the FSA rules in relation to the form and content of financial promotionswill not be applicable in respect of any financial promotion communicated or approvedby the Fund Manager.(ii) The Fund Manager will not be required by the FSA to provide you with a periodicstatement on the value and composition of your Portfolio in the Fund where you haverequested the Fund Manager not to do so or where the Fund Manager has takenreasonable steps to establish that you do not want it. We would however draw yourattention to clause 8 of the Investor’s Agreement, pursuant to which, in particular you willbe provided with contract notes for each Investment transaction by the Fund Managerand the Fund Manager will send you a report relating to the Fund, complying with theFSA rules, every six months. Reports will include a measure of performance in the laterstages of the Fund once valuations are available for the investments. Investments will bevalued by the Fund Manager in accordance with appropriate IPEVC Guidelines fromtime to time prevailing.(iii) The Fund Manager will comply with FSA conduct of business rule 11.2 and, to the extentapplicable, take all reasonable steps to obtain, when making Investments, the bestpossible result for you taking into account the following execution factors: price, costs,speed, likelihood of execution and settlement, size, nature or any other considerationrelevant to making investments. In doing this, the Fund Manager will take into accountthe following criteria for determining the relative importance of these execution factors:your categorisation as an elective professional client (rather than as a retail client); thecharacteristics and investment strategy of the Fund as described in the InformationMemorandum; the rules of the SEIS and EIS; and the normal commercial practice ofthe counterparties and strategic partners with which the Investee Companies will dobusiness. In particular, factors such as the suitability, expertise and market position ofcounterparties and strategic partners may be more important than price in obtaining thebest possible execution result in the context of achieving the investment objective.If you are reclassified as a retail client for the purposes of the regulated activities carried outby the Fund Manager (or Jenson in accordance with clause 2.7 of the Investor’s Agreement)in connection with the Fund, the Fund Manager shall be entitled to terminate the Investor’sAgreement pursuant to Clause 15.3.

120Jenson Seed EIS FundIf you have a complaint regarding the services provided under the Investor’s Agreementyou may raise the complaint with your independent financial adviser or directly with theFund Manager by writing to the address shown in the Information Memorandum and theFund Manager shall endeavour to resolve the complaint speedily and efficiently and willreply to you in writing. As an elective professional client you may lose the right to access thefinancial ombudsman service.The Fund Manager may have regard to your expertise when complying with the requirementsunder the regulatory system that communications must be clear, fair and not misleading.Under FSA rules you are responsible for keeping the Fund Manager informed of any change,which may affect your categorisation as an elective professional client.Please note that whilst the Fund Manager will only act for individuals who it can classifyas elective professional clients, Investors in the Fund will be treated as retail clients by theAdministrator & Custodian when providing those safeguarding and administration servicesset out in the Administrator & Custodian Standard Terms. The Administrator & Custodiantreating an Investor as a retail client while providing these services will have no impact onthe Fund Manager’s treatment of the Investor as an elective professional client.

Communications House26 York StreetLondon W1U 6PZT 020 7873 2122 F 020 7183 7908 E info@jensonseedeis.comwww.jensonseedeis.comDesign: MITIE CreativePrint: Digital Works, A MITIE business