ThrillCapital™ Conditions

Part A Introduction

The http://www.thrillcapital.com/ website (the “website”) is owned and operated by Thrill Capital Limited (the “Company”). By accessing the website you agree to be bound by these terms and conditions, the Privacy Policy (together the “Terms”) and all applicable laws. The Terms may be altered at any time. Any amendment will be effective from the time it is posted on the website. Accordingly, you are responsible for keeping up to date with any alterations to the Terms. If you do not wish to be bound by the Terms, please do not use the website.

The Company operates the ThrillCapital™ trading facility on this website (“ThrillCapital™”). Specific terms relating to your use of ThrillCapital™ and trading shares via this website are set out in Part B of these Terms and payment terms relating to your use of ThrillCapital™ are set out in Part C of these Terms. General terms relating to your use of the website are set out in Part D of these Terms.

Part B Using Thrill Capital™ as a Trading Facility

Investor Information and ThrillCapital Disclaimer

1. Trading facility only: ThrillCapital is an internet facility provided by Thrill Capital Limited (“TCL”) to trade in securities of companies participating in ThrillCapital (“ThrillCapital Companies”)

2. ThrillCapital not a registered exchange: ThrillCapital is not a registered securities exchange or authorised securities exchange, or regulated under New Zealand securities markets law. ThrillCapital is an unregistered securities trading facility.

3. You trade at your own risk: If you choose to trade in the securities of ThrillCapital Companies, you do so entirely at your own risk. In particular: (a) companies traded on ThrillCapital will not be subject to the investor protection legislation that applies to companies listed on a registered exchange, such as the Takeovers Code (except for New Zealand incorporated ThrillCapital Companies with 50 or more shareholders and $20 million or more of assets), the insider trading laws which apply to listed entities, continuous disclosure requirements, director relevant interest disclosure and substantial security holder requirements, nor are there any of the other protections for investors that are contained in the listing rules of a registered exchange; (b) TCL does not monitor or enforce compliance by ThrillCapital Companies with the law (including company and securities laws). Further information about what the fact that ThrillCapital is not a registered exchange means for investors is given in clause 9 below.

4. Not investment or tax advice: You should obtain independent investment and tax advice before you make any investment decisions. The ThrillCapital website (“the Website”) provides general information only. The content of the Website is not intended to be investment or tax advice and you should not treat it as such. We have not considered the merit of, or the merits of investing in, the securities of any ThrillCapital Company. We make no recommendation or endorsement regarding the securities of, or investing in, any ThrillCapital Company and you should not treat the quotation of securities on ThrillCapital as being a recommendation or endorsement by us. We make no claims as to the application of tax law regarding an investment in any ThrillCapital Company. You should seek independent tax advice prior investing in or trading any ThrillCapital company.

5. No responsibility in respect of brokers: Trading on ThrillCapital may, in the future, be undertaken by certain licensed stockbrokers. You acknowledge and agree that TCL has no responsibility, and will not be held responsible in any way, for any act or omission of any broker. Without limitation, TCL: (a) is not liable for any failure by any broker to pay any money that is due to you, or any loss you may incur due to the negligence, fraud or insolvency of any broker; (b) does not provide any guarantee in respect of any broker; (c) has no responsibility for any investment advice provided by any broker. Brokers are not the agents of TCL and have no authority to make representations on behalf of, or to bind, TCL.

6. No responsibility for information posted by ThrillCapital Companies: ThrillCapital Companies have the ability to post announcements and other information (“Information”) on the Website. TCL does not in any way supervise, edit or control the content of such Information. Accordingly: (a) no representation or warranty is given as to the reliability, accuracy or completeness of such Information; (b) if you rely on such Information you do so entirely at your own risk; (c) you acknowledge and agree that TCL will not be held responsible in any way in respect of such Information.

7. Exclusion of liability: Neither TCL nor any of its directors, employees, agents or related companies shall be liable in any way for any loss or damage of any kind (including direct, indirect or consequential loss, loss of profits, or special damage) howsoever arising (whether in negligence or otherwise) out of or in connection with: (a) the Website, information contained on or omitted from the Website, or the use of or inability to use the Website; (b) any decision made in reliance on any information contained on the Website; (c) any trading of, or decision not to trade, securities of ThrillCapital Companies, subject to any rights you may have under the Consumer Guarantees Act. In the case of goods or services supplied or offered by TCL, its directors, employees, agents or related companies, liability for breach of any implied warranty or condition which cannot be excluded is limited at TCL’s option to either: (a) the supply of the goods (or equivalent goods) or services again; or (b) the payment of the costs of having the goods (or equivalent goods) or services supplied again.

8. Governing Law: The ThrillCapital website and trading facility is governed by New Zealand law. You agree that any dispute arising from or in connection with this disclaimer is subject to the non-exclusive jurisdiction of the courts of New Zealand.

9. What does the fact that ThrillCapital is not a registered exchange mean?
9.1 As an unregistered trading facility, ThrillCapital is not subject to the same regulatory protections as a registered exchange. 9.2 Registered exchanges are required to have detailed rules relating to the governance and conduct of listed companies, and the conduct of participating brokers. Compliance with those rules is monitored and enforced by the exchange. ThrillCapital does not offer such protections.
9.3 The rules of registered exchanges are vetted, and can be disallowed, by the Minister of Commerce. Registered exchanges are also subject to a specific Securities Commission monitoring regime. No such vetting or monitoring applies to an unregistered trading facility such as ThrillCapital.
9.4 Companies listed on a registered exchange (“Listed Companies”), are subject to a number of requirement under the Securities Markets Act. Issuers on ThrillCapital are NOT subject to these requirements. In particular: (a) Insider trading regime: Trading by a person who, due to some connection with the Listed Company, has information not generally available is prohibited on a registered exchange. This is not the case on ThrillCapital. Directors of ThrillCapital companies will, however, be subject to the more limited insider trading restriction in the Companies Act. (b) Continuous disclosure regime: Listed Companies are required to inform the market of events and developments relevant to the price of the company’s securities as they occur. Companies on ThrillCapital are not subject to this requirement under the Securities Markets Act. (c) Director’s and officers relevant interest disclosure: Directors and officers of Listed Companies must promptly report their security dealings in the company. Companies on ThrillCapital are not subject to this requirement under the Securities Markets Act. (d) Substantial security holder disclosure: A person with an interest in 5% or more of the voting securities of a Listed Company must disclose that fact and any changes in their holding. This is intended to ensure disclosure of major interests and thereby to prevent abuse in transactions entered into by such persons. Companies on ThrillCapital are not subject to this requirement under the Securities Markets Act.
9.5 The Securities Commission oversees compliance of Listed Companies with the Securities Markets Act. This is not the case for companies on ThrillCapital. Companies on ThrillCapital will, however, be subject to Securities Commission oversight for other regulatory requirements (for example, compliance with the Securities Act).
9.6 Listed Companies are also automatically subject to the Takeovers Code. ThrillCapital companies will only be subject to the Takeovers Code if they are incorporated in New Zealand and have 50 or more shareholders and at least $20 million in assets. The purpose of the Takeovers Code is to ensure that everyone concerned is fully informed and that a fair price should be paid for all shares acquired.

To trade shares you must be registered with ThrillCapital™.

As a registered user of ThrillCapital™ you acknowledge that ThrillCapital™/the Company is not a registered securities exchange or authorised securities exchange, or regulated under New Zealand securities markets law. Specifically, as a registered user of ThrillCapital™ you acknowledge that ThrillCapital™ is not regulated under section 36B of the Securities Markets Act 1988. ThrillCapital™ is an unregistered securities trading facility. The Company will not have any responsibility for ensuring compliance by issuers with securities law. Investors trading in securities quoted on ThrillCapital™ trade at their own risk. ThrillCapital™ is not accompanied by the investor protections which accompany a registered exchange.

As an unregistered trading facility, ThrillCapital™ is not subject to the same regulatory protections as a registered exchange. Registered exchanges are required to have detailed rules relating to the governance and conduct of listed companies, and the conduct of participating brokers. Compliance with those rules is monitored and enforced by the exchange. ThrillCapital™ does not offer such protections. The rules of registered exchanges are vetted, and can be disallowed, by the Minister of Commerce. Registered exchanges are also subject to a specific Securities Commission monitoring regime. No such vetting or monitoring applies to an unregistered trading facility such as ThrillCapital™.

Companies listed on a registered exchange ("Listed Companies") are subject to a number of requirements under the Securities Markets Act. Issuers on ThrillCapital™ are NOT subject to these requirements. In particular:

The Securities Markets Act insider trading regime does not apply to companies on ThrillCapital™:

Trading by a person who, due to some connection with the Listed Company, has information not generally available to the public is prohibited on a registered exchange. This is not the case on ThrillCapital™. Directors of ThrillCapital™ companies will, however, be subject to the more limited insider trading restrictions in the Companies Act 1993.

The Securities Markets Act continuous disclosure regime will not apply to companies on ThrillCapital™:

Listed Companies are required to inform the market of events and developments relevant to the price of the company's securities as they occur. Companies on ThrillCapital™ are not subject to this requirement under the Securities Markets Act.

The Securities Markets Act directors and officers relevant interest disclosure regime will not apply to companies on ThrillCapital™: Directors and officers of Listed Companies must promptly report their security dealings in the company. Companies on the ThrillCapital™ trading facility are not subject to this requirement under the Securities Markets Act.

The Securities Markets Act substantial security holder disclosure regime will not apply to companies on ThrillCapital™: A person with an interest in 5% or more of the voting securities of a Listed Company must disclose that fact and any changes in their holding. This is intended to ensure disclosure of major interests and thereby to prevent abuse in transactions entered into by such persons. Companies on ThrillCapital™ are not subject to this requirement under the Securities Markets Act.

The Securities Commission oversees compliance of Listed Companies with the Securities Markets Act. This is not the case for companies on ThrillCapital™. Companies on ThrillCapital™ are, however, subject to Securities Commission oversight for other regulatory requirements (for example, compliance with the Securities Act).

Listed Companies are also automatically subject to the Takeovers Code. ThrillCapital™ companies will only be subject to the Takeovers Code if they are incorporated in New Zealand and have 50 or more shareholders.

The Company places great emphasis on the integrity of the ThrillCapital™ trading facility. As a result, any trading activities deemed to be disruptive or manipulative by ThrillCapital™ will result in your suspension from the ThrillCapital™ trading facility and/or prosecution under New Zealand law. ThrillCapital™ is governed by the laws of New Zealand. Access to and use of the ThrillCapital™ website is governed by the laws of New Zealand. Any dispute arising in relation to these Terms is subject to the exclusive jurisdiction of the courts of New Zealand.

A Confirmed Auction Listing to sell a block of shares is deemed by ThrillCapital™ to be a legally binding contract and subsequently cancelling or altering a Confirmed Auction Listing undermines the integrity of the marketplace. You cannot cancel a Confirmed Auction Listing under any circumstances and you may only alter your listing if there are no bids placed against your block of shares. If you wish to alter an auction listing please contact ThrillCapital™ as soon as you realise your error .

A Confirmed Auction Bid to purchase a block of shares is deemed by ThrillCapital™ to be a legally binding contract and subsequently cancelling a Confirmed Auction Bid undermines the integrity of the marketplace. You cannot cancel a Confirmed Auction Bid under any circumstances and you may only alter your confirmed bid when you make a typographical error and enter an incorrect bid amount. If you wish to alter a confirmed bid, please contact ThrillCapital™ as soon as you realise your error. You must pay for any successful Confirmed Auction Bid in full, and cannot utilise a margin account.

Existing shareholders of companies who trade with ThrillCapital™ are automatically registered as ThrillCapital™ users.

Currently the Company provides a facility for trading previously allotted securities. In the future, any company wishing to offer new securities will need to comply with all New Zealand securities law requirements (including the preparation of a prospectus and investment statement). The Company will not have any responsibility for ensuring compliance by issuers with securities law.

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Part C Payment Terms

Only Thrill Capital™ registered users will be able to purchase shares on this website.

All transactions, fees and commissions must be paid in New Zealand Dollars

You represent and warrant that you are authorised to use the login ID and password allocated to your user account. You also represent and warrant that you are over 18 and have legal capacity to contract in New Zealand. If you are ordering shares on behalf of a company or other organisation, you represent and warrant that you are authorised to enter into a binding contract on behalf of that organisation.

All fees relating to your use of ThrillCapital™ are set out on the “Help” page of this website (including an auction commission fee and, in the case of sellers, a reserve fee that is refundable on a successful auction sale). These fees are subject to change without notice.

Payment methods will be advised to you when you process a transaction on ThrillCapital™ (these methods may change from time to time). If you are using a credit card to process a transaction on ThrillCapital™, you represent and warrant that the credit card is issued in your name and that you will pay to the issuer all charges incurred through the use of ThrillCapital™. You will either make the required payment immediately, or within 14 days of confirming the transaction if you select payment by cheque or direct credit. If you do not make payment in accordance with these Terms, we may, at our discretion and without limitation to any other rights that we have, suspend your use of ThrillCapital™ and the website.

Where payment is made by cheque it will not be deemed to be received by the Company until the cheque is honoured and the funds payable thereunder are credited to the Company’s bank account. Where payment is made by credit card it will not be deemed to be received by the Company until the credit card payment is honoured by the applicable credit card agency.

Upon completing a transaction using ThrillCapital™, you will be presented with a confirmation screen verifying the transaction details you wish to process. It is your responsibility to verify that all transaction, credit card/account information and other details are correct. You should print the transaction confirmation for future reference and your files. The Company has no liability for transactions which are incorrect as a result of inaccurate data entry or for loss of data or information caused by factors outside of the Company’s control. The Company will not be bound by any clerical errors or omissions, whether in computation or otherwise, in any confirmation screen.

The Company will be entitled at any time without prior notice or any liability to you, to cancel or suspend all or any part of ThrillCapital™ and/or to substitute alternative services, which may or may not be interactive or transactional in nature.

You will be liable for the payment of all indebtedness incurred under your user account, whether the shares are supplied to you, or to some other person, firm or corporate body at the your request and notwithstanding that you may have incurred all or any part of that indebtedness as agent for any other person, firm or corporate body. You will also be liable for all loss or damage suffered by us as a result of any breach of these Terms through your user account, including any liability or loss the Company may incur in respect of third parties.

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Part D General Website Terms of Use

Companies whose shares are traded on ThrillCapital™ can from time to time post company announcements and other information relevant to their company on the website. The content of this website (including company announcements) is for general information only and does not constitute any form of advice or recommendation upon which a specific decision should be made. The content of this website is not intended to be investment advice and you should not treat it as such. Before you make any investment decisions, you should obtain professional independent investment advice. Nothing on this website is, or shall be, construed as an offer of, or an invitation to take up, securities. ThrillCapital™ does not endorse or recommend or advise investment in any securities or products referred to on this website.

The Company has taken steps to try to ensure the accuracy and currency of the materials contained on this website but excludes any warranty, express or implied, as to quality, accuracy, timelines, completeness or fitness for a particular purpose of the material contained on this website. If you rely on any such information posted on this website, you do so at your own risk.

The Company does not accept responsibility and will not be liable for any claims, penalties, loss, damages or expenses arising from the use or the inability to use this website or material on this website or from any unauthorised access or alteration to this website by any third parties. The Company does not warrant that this website is error free or that access to this website, or any part of this website, will be uninterrupted.

The Company, its directors and any third party associated with the website are not liable to you for any loss or damage of any kind whatsoever arising out of or in connection with the access to or use of this website, the content (or any omission from content) of this website, any decision to trade (or not to trade) shares in companies traded on ThrillCapital™ or any reliance on any information on this website. This exclusion applies whatever the nature of loss or damage (including loss of profits, savings, revenue or business) and however liability might arise (including for breach of contract or in tort, including negligence).

You must indemnify the Company, its directors and any third party associated with the website against all liabilities, losses and costs, including legal costs, incurred by us arising out of or in connection with you accessing or using the website, you relying on any of the content of this website or you breaching any of these Terms.

If you violate or breach any of these Terms, the Company has the right to seek any remedy available to it by law and in equity and may terminate your use of this website (in which case you will indemnify the Company against the consequences of your breach).

You acknowledge and agree that all of the material on this website , including text, images, videos, programme listing information, graphics, trade marks, layout, look-and-feel and any other information contained on or in this website (the “Material”) is subject to copyright and other proprietary rights belonging to the Company or its licensors. This website is for your personal, non commercial use only and you agree that nothing contained on this website grants you any licence or right to use the Material. You agree not to, in any way, copy, reproduce, republish, upload, post, transmit, distribute, store (including in electronic form) or modify the Material in whole or in part, whether in text, graphical, audio, video or executable form, without the Company’s express written permission.

The website is intended for access and use in New Zealand and use of this website and these Terms shall be governed by the laws of New Zealand without reference to principles of conflict of laws. You agree to be bound by such laws and irrevocably agree to submit to the jurisdiction of the courts of New Zealand in connection with the interpretation or application of these Terms. The Company has no responsibility for compliance with the laws of any other country. If you access this website from a country other than New Zealand, you are responsible for compliance with laws of that country. You are not permitted to access this website from a country in which the contents of this website are unlawful.

In your use of this website, you agree not to do anything that may cause undue inconvenience, disruption or offence to the Company, or that may affect the security or operation of this website, any services offered via this website or any network or system underlying or connected to them (including without limitation, by using a robot, spider, scraper or other automated means to access this website or feature on it for any purpose).

You acknowledge and agree that links and references on this website to external websites or third party material (including advertisements) are provided to you as a convenience only. Except to the extent required by mandatory statutory provisions, the Company is not responsible for any third party material you access on or through this website (including advertisements) and the Company has not reviewed and does not endorse or assume any responsibility for any third party content, advertisements, or products or services offered on or available through this website or any external websites.

You agree not to create any links from any external websites to this website (including deep-links) except with the prior express written permission of the Company. If you wish to obtain such permission please email the Company.

You acknowledge that any external information linked to from this website has been prepared by the companies concerned. Thrill Capital Ltd has not verified the accuracy of such information.

You acknowledge that any information or material which you provide electronically through your access to or usage of this website is not confidential or proprietary, except as may be required under applicable law, and acknowledge that unprotected communication over the internet is subject to possible interception, alteration or loss. You warrant that any information or materials (other than personal data) which you provide to the Company via this website do not infringe the rights of any person or entity, and that such information and materials may be used in whole or in part in any manner by the Company including, but not limited to, reproduction, retransmission or publication of such information or material or ideas or concepts. You agree not to introduce into or through this website any information or materials which may be harmful to others.

Personal data will be treated in accordance with the Company’s Privacy Policy.

You are entirely responsible for maintaining the security of your user name and password, and for all activity which occurs on or through your user name and password, whether authorised or unauthorised. You should change your password immediately if you believe that your user name and password have been used without authorisation. The Company shall not have any liability for your failure to comply with these obligations. You agree that all information provided to the Company by you in relation to your user name and password shall be current, complete and accurate.

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