Investor Agreement

Investor Eligibility and Disclaimer

Investment in VFD Pro Ltd (trading as Virtual Finance Director and VFD Pro) is only available to individuals who are legally permitted to receive unapproved financial promotions. This includes:

• Certified High Net Worth Individuals, and
• Self Certified Sophisticated Investors,

as defined in the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“FPO”).

The VFD Investor Information Pack and any related materials are therefore exempt from the general restriction on financial promotions under section 21 of the Financial Services and Markets Act 2000 (“FSMA”).

1. Certified High Net Worth Individuals

To be treated as a High Net Worth Individual (as defined in Article 48(2) FPO), you must meet at least one of the following criteria for the financial year immediately prior to requesting the Investor Information Pack:

• Income of at least £100,000, or
• Net assets of at least £250,000 (excluding primary residence, pension rights and certain other exclusions).

If you are unsure whether you meet this definition or whether an EIS investment is suitable for you, you should seek advice from a person authorised by the Financial Conduct Authority (FCA).

2. Self Certified Sophisticated Investors

To qualify as a Self Certified Sophisticated Investor under the FPO, at least one of the following must apply:

• You are a member of a network or syndicate of business angels and have been for the last six months.
• You have made more than one investment in an unlisted company in the previous two years.
• You work, or have worked in the previous two years, in a professional capacity in private equity or financing SMEs.
• You are or have been, within the last two years, a director of a company with an annual turnover of at least £1 million.

By acting as a Sophisticated Investor, you acknowledge that:

• You may receive materials not approved by an FCA-authorised person.
• Such materials may not comply with FCA rules.
• You may lose certain legal rights, including:
  – The right to complain to the FCA,
  – The right to complain to the Financial Ombudsman Service, and
  – The right to claim compensation from the Financial Services Compensation Scheme.

3. Risk Acknowledgement

You understand and accept that:

• Investment in early stage private companies involves a high level of risk.
• You may lose some or all of the money invested.
• You may lose property or other assets as a result of investment decisions you make.
• You should seek independent advice if you are uncertain about the risks involved.

4. Confirmation

By submitting the request for the VFD Investor Information Pack, you confirm that:

• You are either a Certified High Net Worth Individual and/or a Self Certified Sophisticated Investor;
• You have met the relevant criteria within the last 12 months; and
• You are legally permitted to receive unapproved financial promotions relating to VFD Pro Ltd.

If you do not meet these criteria, please do not request the Investor Information Pack and do not subscribe for shares in VFD Pro Ltd.