DRAFT SUBJECT TO CONTRACT PLEASE INSERT COMPANY LOGO HERE. MASTER MARKETING AGREEMENT (Business Funding)

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1 MASTER MARKETING AGREEMENT (Business Funding) This agreement (hereinafter referred to as the Agreement ) is made and entered on [PLEASE INSERT DATE] between F-Investment London Ltd. (seated at St. John Street, London England, EC1V 4PW, company registration number: No , represented by Gábor Fülöp managing director) (hereinafter referred to as F-Investment ) and [PLEASE INSERT PERSON'S NAME] (nationality: [...], mother s maiden name: [...], address: [...] [PLEASE INSERT ZIP CODE HERE]) or [PLEASE INSERT COMPANY'S NAME] (seated at: [...], company registration number: [...], represented by [...]) (hereinafter referred to as the Client ). Each of the parties of the present Agreement referred to as the Party and collectively referred to as the Parties". WHERAS (A) F-Investment provides an online marketplace to help businesses to find low cost loans quickly and investors to get better returns. By directly connecting people, who want to invest money with vetted, established businesses and who want to borrow money, F-Investment eliminates the cost and complexity of the banking world. (B) Client has a creative and lucrative business idea and needs direct financing through real people. Client desires to get in contact with investors through a simple auction process in order to get money at the most competitive interest rates possible. In exchange of the loan accepted by the Client, the Client is obliged to pay a one lump sum remuneration for F-Investment as commission. THEREFORE, in consideration of the above and the mutual promises and conditions contained in the present Agreement, the Parties agree as follows: 1 INTERPRETATIONS In the present Agreement: "Business Plan" of the Client means how to turn an idea into a profit generating enterprise. "Business Plan Documentation" means all funding-relevant information and documents of the Business Plan. "T&C" means the general auction terms and condition as also available on the website "Loan or Investment Agreement" means, irrespective of its label, any agreement between the Client and the Bidder(s) after the successful auction procedure in relation to financing, funding of the Business Plan. "Bidder" means any firm, company, organisation or person or prospective firm, company, organisation or person who as Investor or Broker is inclined to invest in or finance for the Business Plan and with whom the Client has or had contact or about whom Client became aware

2 or informed through the website and/or the auction procedure conducted by F-Investment. "Qualified Bidder" means a Bidder who electronically accepted the terms of confidentiality agreement for the Business Plan in question via the website and had been granted access to the second layer of the Data Room (as described in the T&C). Upon request of the Client naming the proposed Investor of an out of auction investment after an unsuccessful auction event, F-Investment shall confirm if such Bidder is a Qualified Bidder. "Commission" means money dispersed to F-Investment, remuneration of F-Investment paid by the Client as set forth in clause 6 of the present Agreement and calculated thereupon. 2 SUBJECT AND AIM OF THE PRESENT AGREEMENT Subject to the terms and conditions of the present Agreement, Client desires to set up or carry on his business upon his Business Plan with the financial support of Bidder(s) with whom he got in contact through an auction procedure. F-Investment desires to enter into the present Agreement to provide an online platform for the auction procedure and help to find funding for the Business Plan in exchange of Commission. 3 CONTRACTUAL SUBJECT MATTER, AUCTION PROCEDURE, INTEGRAL PARTS OF AGREEMENT 3.1 The Client hereby engages F-Investment to market one or more Business Plans, parts of Business Plans or rights in Business Plans (as described in more detail in Annex 1) as part of an online auction on the internet website of and to introduce to the Client a prospective Investors, or to another Brokers (both Investor and Broker are also referred as the "Bidders" as set out in clause 1 of the present Agreement) in order to invest in or finance for the Business Plan and conclude Investment or Loan Agreement with the Client. 3.2 The online auction process and the closing process are described in more detail in F-Investment s T&C, each in their version existing as amended at the time of conclusion of this Agreement. The T&C are attached to this Agreement as Annex 2. Terms and phrases defined in the T&C shall have the same meaning in this Agreement, unless otherwise provided. 4 BUSINESS PLAN DOCUMENTATION The Client shall, prior to the date on which F-Investment launches marketing or advertising measures for the Business Plan on the website, (a) (b) (c) make available to F-Investment the Business Plan Documentation, in particular such as specified in the request list of Annex 3, to the extent available to the Client, complete the Data Sheet according to the model of Annex 4 Investment Data Sheet with business-specific data and provisions for the potential Investment or Loan Agreement, provide at minimum two dates when F-Investment and the Bidders will be granted access to the Business Plan in good time before the auction. 5 SOLE AGENCY, EXCLUSIVITY, OTHER BROKERS 5.1 The Client undertakes during the term of this Agreement not to place contracts with any party other than F-Investment for advertising measures, funding-related promotion services, brokerage services or similar services with respect to financing or funding of the Business Plan. 2

3 5.2 Any brokerage commission of brokers previously engaged by the Client in respect of the Business Plan shall be borne solely by the Client and shall have no effect on the Commission of F- Investment as defined in clause 6. 6 COMMISSION OBLIGATION 6.1 In the event of a successful auction and the conclusion of an Investment or Loan Agreement, the Client shall pay to F-Investment the Commission as remuneration for the services of F-Investment. 6.2 Commission shall be equal to five percent (5%) of the winning bid or bids, but at least GBP 500 (five hundred), plus VAT at the applicable statutory rate of currently twenty percent (20%). 6.3 The Commission shall be due for payment in a lump sum within five (5) working days after the loan has been paid to the Client by the Bidder(s) (as agreed in the Investment or Loan Agreement(s) between the Client and the Bidder(s)). If the loan is paid by more Bidders, then the Commission is deducted thereof and paid according to this clause from each and every separate payment of the Bidders. 6.4 The Client shall be required to pay F-Investment the Commission plus VAT at the applicable statutory rate (currently 20%) if the conclusion of the Loan or Investment Agreement with a Qualified Bidder (as defined in clause 1) takes place outside the auction but within a period of six months from an unsuccessful action event. 6.5 During a period of one month after each auction day, F-Investment shall attempt to disclose or arrange an Investor for all those Business Plans for which no award was adjudicated in an auction. 6.6 Before signing the present Agreement, the Client has registered its business data and also accepted on the website of the contractual clause as set forth below: I, hereby declare that any Investment or Loan Agreement in the end of the auction was concluded under the brokerage of F-Investment London Ltd, seated at St. John Street, LondonEC1V 4PW ("F-Investment"), as part of an internet auction on the website I hereby undertake towards F-Investment to pay five percent (5%) plus VAT at the applicable statutory rate of the loan for the benefit of F-Investment as commission ("Commission"). Through this statement, I do establish a direct payment obligation in favour of F-Investment. I do accept that my obligation is a primary performance obligation. No joint and several liabilities shall exist. I am also liable to provide F-Investment with a copy of the Investment or Loan Agreement at my expense. I do acknowledge that the Commission shall become due in a lump sum for F-Investment within five (5) working days after the loan has been paid by any Bidder(s). If the loan is paid by more Bidders then the Commission shall be deducted thereof and paid to F-Investment within five (5) working days. 7 REIMBURSEMENT OF EXPENDITURE 7.1 F-Investment may demand reimbursement of expenditure provably incurred to F-Investment (if applicable plus VAT at the applicable statutory rate of currently twenty percent (20%)) if (d) (e) F-Investment terminates this Agreement for good cause, the opportunity of F-Investment to earn the Commission was frustrated as a result of a culpable and contractually breaching behaviour on the part of the Client, 3

4 (f) (g) the Client withdraws the Business Plan from an auction in a period six weeks prior to an auction day for reasons which do not fall into the responsibility of F-Investment, or the Client increases the Funding Price during the marketing period without any material changes to the Business Plan and the original, but not the increased Funding Price, is met in the auction. 7.2 Expenditures of F-Investment shall notably include the costs for marketing as well as any other specific resources expended for the Business Plan. The expenditure shall not include the general business expenses of F-Investment as well as the working hours of employees of F- Investment. 7.3 Reimbursement of expenditure shall be limited to GBP 2,000 (two thousand) maximum but not less than GBP 500 (five hundred) per Business Plan (if applicable in each case plus VAT at the applicable statutory rate of currently twenty percent (20%)). Client is entitled to prove that the expenditures incurred are less than GBP LIABILITY 8.1 F-Investment shall be liable to the Client for preparing and executing the auction in accordance with the contractual provisions. To the extent that F-Investment relies on information and documents of the Client or third parties, F-Investment shall be liable only for correct transmission but not the objective correctness of the same. Facts subject to a disclosure obligation shall be transmitted by F-Investment merely as messenger. Timely disclosure for inclusion in the data room shall be incumbent on the Client alone. 8.2 The liability of F-Investment shall be limited to gross negligence or wilful intent. 8.3 The limitation period for all damage compensation claims of the Client against F-Investment shall be six (6) months from the closing date of the auction. 9 DURATION, TERMINATION 9.1 This Agreement shall commence upon its execution shall remain in force until terminated by one of the Parties on three months written notice to the other Party. Any notice of termination must be given in writing to be valid. 9.2 If any Party is guilty of serious misconduct in connection with its liabilities or rights hereunder, or materially breaches the provisions of the present Agreement, each Party at any time may terminate the present Agreement immediately with prior written notice to other Party. 10 CONFIDENTIALITY, PRESS RELEASES 10.1 The Parties hereby undertake themselves, and impose such undertaking on all persons engaged by them to provide services under this Agreement or otherwise employed or authorised by them, to treat as confidential all confidential or legally protected information of any other party of which such party gains knowledge under this Agreement, and moreover not to use such information or disclose the same to others. That shall not apply if the other party expressly consents to the disclosure or such disclosure of confidential information of the Client is a reasonable consequence of the duties performed by F-Investment under this Agreement, particularly in the case of a disclosure of information to Bidder(s) pursuant to clause 3 and For the purposes of this Agreement, information shall not be deemed confidential if already generally accessible or if a Party has obtained such information from a source which is not party to 4

5 this Agreement or from its employees or agents, and such other party had no knowledge regarding a confidentiality undertaking towards any natural or legal person None of the Parties to this Agreement shall issue press releases or announcements regarding this Agreement or any business transactions without the other Party s prior written consent. 11 PREVENTION OF MONEY LAUNDERING, DATA PROTECTION 11.1 To the extent F-Investment has an obligation to establish the identity of a Client or any economic beneficiary in connection with the provisions of the Money Laundering Regulations 2007, the Client shall fully comply with its duties to co-operate pursuant to the provisions of anti-money laundering The Client hereby gives its consent to F-Investment to gather, process and use data arising under this Agreement or its performance and to transmit the same to prospective Bidders to the extent as required. 12 CLAUSE NOT TO CIRCUMVENT Client hereby expressly agrees that during the restriction period set forth in clause 6.4, neither the Client nor anyone in his behalf shall not circumvent or attempt to circumvent F-Investment and get into any Investment and Loan Agreement with the Bidder(s) or Qualified Bidder(s) with regards to the Business Plan. 13 FINAL PROVISIONS 13.1 The conclusion of this Agreement shall establish neither for F-Invest nor for the Client any loan or investment obligation, in respect of the Business Plan This Agreement (including the referenced components) contains the entire agreement between the Parties and supersedes all previous written or oral discussions, negotiations, declarations or agreements in respect of the contractual subject matter between the Parties or their affiliated companies Side agreements, changes and amendments to this Agreement must be made in writing. This shall also apply to the cancellation of this written form requirement itself The present Agreement shall be governed by, and construed under the laws of England and venue for lawsuits shall be in England Should one or more provisions of this Agreement be or become invalid, the validity of the remaining provisions in cases of doubt shall not be affected thereby. By way of construing, reinterpreting or supplementing the Agreement, a provision shall be found which, to the extent legally permissible, achieves the economic purpose pursued with the invalid provision or at least approximates the same as far as possible. The Parties have an obligation towards each other to replace the invalid provisions with effect for the future by a corresponding valid provision. This shall apply mutatis mutandis to any gaps to be closed. 14 LIST OF ANNEXES Annex 1 Annex 2 Annex 3 Annex 4 Business Plan Submission Template Terms and Conditions (T&C) Business Plan Documentation Checklist Investment Data Sheet 5

6 IN WITNESS WHEREOF the undersigned have executed the present Agreement as of the day written above F-Investment: Client: Name: Gabor Fulop Name: [...] Position: managing director Position: [IF CLIENT IS A NATURAL PERSON THE SIGNATURE OF TWO WITNESSES WOULD BE REQUIRED] IN WITNESS WHEREOF: Signature: Name: Address: Signature: Name: Address: 6