Common use of Making Investments Clause in Contracts

Making Investments. All investment decisions taken on behalf of the Investors in the Fund will be made by the Board of Innvotec or the Investment Committee for the Fund as authorised by the Board. When a potential opportunity arises, one of Innvotec’s executive directors or investment managers will be authorised to proceed with further research on the opportunity and/or to carry out due diligence to verify the assumptions on which the business plan for the potential Investee Company is based. In the case of a second or subsequent Investment into the company from the Fund, the Fund Manager or the Strategic Partner will verify that progress has been satisfactory since the previous Investment and there are no matters arising that materially adversely change or invalidate previous due diligence. One of Innvotec’s executive directors or investment managers will be authorised to negotiate in principle the terms on which an Investment might be made by the Fund Manager on behalf of Investors in the Fund. Assuming that the relevant Investment is considered potentially suitable for the Investors in the Fund, the executive director or investment manager concerned will prepare a document (the “Investment Proposal” or similar) for consideration by the Board.The Investment Proposal will be kept confidential and marked as such. The Investment Proposal will contain a description of the proposed Investment including, where appropriate: • a draft term sheet including the proposed terms of any share or investment acquisition, and any anticipated actual or contingent liabilities of the Investors in the Fund; • a description of the market/industry/sector that the company operates in along with an assessment of its attractiveness; FUND MANAGEMENT AGREEMENT - SCHEDULE 2 • a description of the relevant investment opportunity, and confirmation of any respect in which Innvotec’s due diligence on the opportunity has revealed developments or differences from research previously prepared by the firm; • the competitive position of the relevant business or company in its sector; • investment risks; • a valuation with supporting methodology; • the anticipated strategy for the development of the business, and anticipated exit possibilities. In the case of the Fund, Innvotec will ensure that the proposed Investee Company complies with the definition of an SEIS or EIS Qualifying Company (as appropriate) and that any Investment proposed to be made by the Fund Manager on behalf of Investors is not, so far as Innvotec is aware, precluded in any other way that would prejudice an Investor’s entitlement to SEIS and/or EIS Relief. No Investment may be made unless the Investment Committee or the Innvotec Board has approved the same. A record shall be kept by the Compliance Officer of all approvals, in accordance with FCA recording requirements. Following a decision to make an Investment, Innvotec will conclude an appropriate investment agreement on the terms and conditions approved by the Investment Committee or Innvotec Board and otherwise as the designated Innvotec executive negotiates. Each investment agreement will be executed by Innvotec on behalf of the Investors in the Fund. The Transaction File The following documents will be kept normally in the Transaction File: • All material and correspondence relating to Investment due diligence. • Notes of meetings with the proposed Investee Company and its advisers. • Copies of the Investment Proposal prepared for investment decision by the Investment Committee or Innvotec Board. • Minutes of the Board meetings or Investment Committee Meetings at which the relevant investment decisions were made. • Copies of all final documents concerning the Investment, including Articles of Association of the Investee Company and any share purchase agreements or shareholder agreements. • Copies of any licences or patents held by the Investee Company and material contracts between the Investee Company and third parties. • Copies of any drawdown notices relating to the Investment. INNVOTEC’S EXECUTION POLICY Execution factors and execution criteria: Innvotec has an obligation, under COBS Rule 11, when executing orders on behalf of a customer to obtain the best possible outcome. When executing orders on behalf of customers in relation to financial instruments, Innvotec will take all reasonable steps to achieve what is called “best execution” of customer orders.This means that Innvotec will have in place a policy and system procedures which are designed to obtain the best possible execution result, subject to and taking into account, the nature of customer orders, the priorities the customer places upon Innvotec in fulfilling those orders and the market in question, and which provides, in Innvotec’s view, the best balance across a range of sometimes conflicting factors. The FCA requires Innvotec specifically to take into account various execution factors including price; cost; speed; market impact, likelihood of execution and settlement; size; or any other consideration relevant to the execution of the order. Price will ordinarily merit being of a high relative importance so as to obtain the best possible result. In some circumstances, and at its own discretion, Innvotec may determine that other execution factors are more important than price in obtaining the best possible execution result. In these circumstances, Innvotec will determine the relative importance of the execution factors by using its own commercial judgement and experience in light of market information available and taking into account the execution criteria. In addition to price, the execution criteria are defined as to the characteristics of the customer, including any specific instructions from a customer, type of financial instrument (some shares are more liquid than others, and illiquid shares will be less easily tradable in volume) and the type of market in which the execution takes place. Innvotec’s policy on execution venues when placing orders for stocks whose principal listing is in London will be through FCA regulated brokers/market makers who are members of The London Stock Exchange (“LSE”) and The Alternative Investment Market (“AIM”). The choice of market depends on which market or multi trading facility a particular security is traded on, for example, where a security is only traded via the LSE, the customer order can only be executed via the LSE; however, where the same customer order can be executed on either of two separate markets, the market that will result in the best possible result for that customer order will be chosen. The execution factors and their relative importance are defined as:

Making Investments. All investment decisions taken on behalf of the Investors in the Fund will be made by the Board of Innvotec or the Investment Committee for the Fund as authorised by the Board. When a potential opportunity arises, one of Innvotec’s executive directors or investment managers will be authorised to proceed with further research on the opportunity and/or to carry out due diligence to verify the assumptions on which the business plan for the potential Investee Company is based. In the case of a second or subsequent Investment into the company from the Fund, the Fund Manager or the Strategic Partner will verify that progress has been satisfactory since the previous Investment and there are no matters arising that materially adversely change or invalidate previous due diligence. One of Innvotec’s executive directors or investment managers will be authorised to negotiate in principle the terms on which an Investment might be made by the Fund Manager on behalf of Investors in the Fund. Assuming that the relevant Investment is considered potentially suitable for the Investors in the Fund, the executive director or investment manager concerned will prepare a document (the “Investment Proposal” or similar) for consideration by the Board.The Investment Proposal will be kept confidential and marked as such. .The Investment Proposal will contain a description of the proposed Investment including, where appropriate: • a draft term sheet including the proposed terms of any share or investment acquisition, and any anticipated actual or contingent liabilities of the Investors in the Fund; • a description of the market/industry/sector that the company operates in along with an assessment of its attractiveness; FUND MANAGEMENT AGREEMENT - SCHEDULE 2 • a description of the relevant investment opportunity, and confirmation of any respect in which Innvotec’s due diligence on the opportunity has revealed developments or differences from research previously prepared by the firm; • the competitive position of the relevant business or company in its sector; • investment risks; • a valuation with supporting methodology; • the anticipated strategy for the development of the business, and anticipated exit possibilities. In the case of the Fund, Innvotec will ensure that the proposed Investee Company complies with the definition of an SEIS or EIS a SITR Qualifying Company (as appropriate) and that any Investment proposed to be made by the Fund Manager on behalf of Investors is not, so far as Innvotec is aware, precluded in any other way that would prejudice an Investor’s entitlement to SEIS and/or EIS SITR Relief. No Investment may be made unless the Investment Committee or the Innvotec Board has approved the same. A record shall be kept by the Compliance Officer of all approvals, in accordance with FCA recording requirements. Following a decision to make an Investment, Innvotec will conclude an appropriate investment agreement on the terms and conditions approved by the Investment Committee or Innvotec Board and otherwise as the designated Innvotec executive negotiates. Each investment agreement will be executed by Innvotec on behalf of the Investors in the Fund. The Transaction File The following documents will be kept normally in the Transaction File: • All material and correspondence relating to Investment due diligence. • Notes of meetings with the proposed Investee Company and its advisers. • Copies of the Investment Proposal prepared for investment decision by the Investment Committee or Innvotec Board. • Minutes of the Board meetings or Investment Committee Meetings at which the relevant investment decisions were made. • Copies of all final documents concerning the Investment, including Articles of Association of the Investee Company and any share purchase agreements or shareholder agreements. • Copies of any licences or patents held by the Investee Company and material contracts between the Investee Company and third parties. • Copies of any drawdown notices relating to the Investment. FUND MANAGEMENT AGREEMENT - SCHEDULE 2 INNVOTEC’S EXECUTION POLICY Execution factors and execution criteria: Innvotec has an obligation, under COBS Rule 11, when executing orders on behalf of a customer to obtain the best possible outcome. When executing orders on behalf of customers Investors in relation to financial instruments, Innvotec will take all reasonable steps to achieve what is called “best execution” of customer retail client orders.This means that Innvotec will have in place a policy and system procedures which are designed to obtain the best possible execution result, subject to and taking into account, the nature of customer orders, the priorities the customer places upon Innvotec in fulfilling those orders and the market in question, and which provides, in Innvotec’s view, the best balance across a range of sometimes conflicting factors. The FCA requires Innvotec specifically to take into account various execution factors including price; cost; speed; market impact, likelihood of execution and settlement; size; or any other consideration relevant to the execution of the order. Price will ordinarily merit being of a high relative importance so as to obtain the best possible result. In some circumstances, and at its own discretion, Innvotec may determine that other execution factors are more important than price in obtaining the best possible execution result. In these circumstances, Innvotec will determine the relative importance of the execution factors by using its own commercial judgement and experience in light of market information available and taking into account the execution criteria. In addition to price, the execution criteria are defined as to the characteristics of the customer, including any specific instructions from a customer, type of financial instrument (some shares are more liquid than others, and illiquid shares will be less easily tradable in volume) and the type of market in which the execution takes place. Innvotec’s policy on execution venues when placing orders for stocks whose principal listing is in London will be through FCA regulated brokers/market makers who are members of The London Stock Exchange (“LSE”) and The Alternative Investment Market (“AIM”). The choice of market depends on which market or multi trading facility a particular security is traded on, for example, where a security is only traded via the LSE, the customer order can only be executed via the LSE; however, where the same customer order can be executed on either of two separate markets, the market that will result in the best possible result for that customer order will be chosen. The execution factors and their relative importance are defined as:

Making Investments. All investment decisions taken on behalf of the Investors in the Fund will be made by the Board of Innvotec or the Investment Committee for the Fund as authorised by the Board. When a potential opportunity arises, one of Innvotec’s executive directors or investment managers will be authorised to proceed with further research on the opportunity and/or to carry out due diligence to verify the assumptions on which the business plan for the potential Investee Company is based. In the case of a second or subsequent Investment into the company from the Fund, the Fund Manager or the Strategic Partner will verify that progress has been satisfactory since the previous Investment and there are no matters arising that materially adversely change or invalidate previous due diligence. One of Innvotec’s executive directors or investment managers will be authorised to negotiate in principle the terms on which an Investment might be made by the Fund Manager on behalf of Investors in the Fund. Assuming that the relevant Investment is considered potentially suitable for the Investors in the Fund, the executive director or investment manager concerned will prepare a document (the “Investment Proposal” or similar) for consideration by the Board.The Investment Proposal will be kept confidential and marked as such. .The Investment Proposal will contain a description of the proposed Investment including, where appropriate: • a draft term sheet including the proposed terms of any share or investment acquisition, and any anticipated actual or contingent liabilities of the Investors in the Fund; • a description of the market/industry/sector that the company operates in along with an assessment of its attractiveness; FUND MANAGEMENT AGREEMENT - SCHEDULE 2 • a description of the relevant investment opportunity, and confirmation of any respect in which Innvotec’s due diligence on the opportunity has revealed developments or differences from research previously prepared by the firm; FUND MANAGEMENT AGREEMENT - SCHEDULE 2 • the competitive position of the relevant business or company in its sector; • investment risks; • a valuation with supporting methodology; • the anticipated strategy for the development of the business, and anticipated exit possibilities. In the case of the Fund, Innvotec will ensure that the proposed Investee Company complies with the definition of an SEIS or EIS Qualifying Company (as appropriate) and that any Investment proposed to be made by the Fund Manager on behalf of Investors is not, so far as Innvotec is aware, precluded in any other way that would prejudice an Investor’s entitlement to SEIS and/or EIS Relief. No Investment may be made unless the Investment Committee or the Innvotec Board has approved the same. A record shall be kept by the Compliance Officer of all approvals, in accordance with FCA recording requirements. Following a decision to make an Investment, Innvotec will conclude an appropriate investment agreement on the terms and conditions approved by the Investment Committee or Innvotec Board and otherwise as the designated Innvotec executive negotiates. Each investment agreement will be executed by Innvotec on behalf of the Investors in the Fund. The Transaction File The following documents will be kept normally in the Transaction File: • All material and correspondence relating to Investment due diligence. • Notes of meetings with the proposed Investee Company and its advisers. • Copies of the Investment Proposal prepared for investment decision by the Investment Committee or Innvotec Board. • Minutes of the Board meetings or Investment Committee Meetings at which the relevant investment decisions were made. • Copies of all final documents concerning the Investment, including Articles of Association of the Investee Company and any share purchase agreements or shareholder agreements. • Copies of any licences or patents held by the Investee Company and material contracts between the Investee Company and third parties. • Copies of any drawdown notices relating to the Investment. INNVOTEC’S EXECUTION POLICY Execution factors and execution criteria: Innvotec has an obligation, under COBS Rule 11, when executing orders on behalf of a customer to obtain the best possible outcome. When executing orders on behalf of customers in relation to financial instruments, Innvotec will take all reasonable steps to achieve what is called “best execution” of customer orders.This means that Innvotec will have in place a policy and system procedures which are designed to obtain the best possible execution result, subject to and taking into account, the nature of customer orders, the priorities the customer places upon Innvotec in fulfilling those orders and the market in question, and which provides, in Innvotec’s view, the best balance across a range of sometimes conflicting factors. The FCA requires Innvotec specifically to take into account various execution factors including price; cost; speed; market impact, likelihood of execution and settlement; size; or any other consideration relevant to the execution of the order. Price will ordinarily merit being of a high relative importance so as to obtain the best possible result. In some circumstances, and at its own discretion, Innvotec may determine that other execution factors are more important than price in obtaining the best possible execution result. In these circumstances, Innvotec will determine the relative importance of the execution factors by using its own commercial judgement and experience in light of market information available and taking into account the execution criteria. In addition to price, the execution criteria are defined as to the characteristics of the customer, including any specific instructions from a customer, customer type of financial instrument (some shares are more liquid than others, and illiquid shares will be less easily tradable in volume) and the type of market in which the execution takes place. Innvotec’s policy on execution venues when placing orders for stocks whose principal listing is in London will be through FCA regulated brokers/market makers who are members of The London Stock Exchange (“LSE”) and The Alternative Investment Market (“AIM”). The choice of market depends on which market or multi trading facility a particular security is traded on, for example, where a security is only traded via the LSE, the customer order can only be executed via the LSE; however, where the same customer order can be executed on either of two separate markets, the market that will result in the best possible result for that customer order will be chosen. The execution factors and their relative importance are defined as: