Common use of Dealing Clause in Contracts

Dealing. 6.1 We will act in good faith and with due diligence in our choice and use of counterparties and brokers, and will take reasonable steps to obtain the best possible result for you when we place orders for execution on your behalf in accordance with our Order Execution Policy (as summarised at clause 6.8 and Schedule 1). If any counterparty should fail to deliver any necessary documents or to complete any transaction, we will take steps on your behalf to rectify such failure or obtain compensation in lieu thereof. Subject to our compliance with this clause 6.1, all reasonable costs and expenses properly incurred by us in connection with the provision of Services by us to you hereunder shall be paid by you. 6.2 It is likely that we will aggregate transactions for MMC’s Funds in accordance with the FCA Handbook. Subject to paragraph 6.6, all Subscriptions in Investee Companies in an investment round will be made on the same terms by MMC’s Funds. We will only aggregate transactions in circumstances where it is likely that the aggregation will not disadvantage the customers concerned. However, the effect of aggregation may nevertheless work on some occasions to your disadvantage. We will ensure that aggregation shall not work to your overall disadvantage. We will allocate aggregated transactions promptly on a fair basis in accordance with the requirements of the FCA Handbook and as described in paragraph 5.7 above. 6.3 MMC and MMC’s employees may subscribe for shares, or hold options, in companies in which the EIS Funds invest, provided that the cumulative total does not exceed 10% of MMC Funds’ investment. The price that MMC and/or persons subscribe for such shares or options will not be less than that paid by the EIS Funds at the time of co-investment. 6.4 Subject to clause 20, you acknowledge that no arrangements exist for: (a) securing that any person who knowingly has a material interest in any decision or recommendation concerning the investment of EIS Funds Subscriptions, which is not subject to independent approval, is excluded from participating in the making of that decision or recommendation; or (b) securing independent approval of decisions and recommendations concerning the investment of EIS Funds Subscriptions which may be made by persons who have a material interest in them. 6.5 Accordingly, the EIS Funds may, subject to clause 20 and the FCA Handbook, invest in an Investee Company on behalf of an Investor notwithstanding the existence of the following actual or potential conflicts of interest: (a) an interest of the Fund Manager or its Associates arising by way of remuneration in connection with the management or operation of the EIS Funds or any other fund; (b) an interest arising from the investment of Subscriptions of the EIS Funds or any other fund managed by the Fund Manager or its Associates. In this context Investors should note that MMC does not seek to charge Investee Companies arrangement or monitoring fees When investing alongside third parties we may recoup some charges in proportion to the amount set by a co-investor. Further details in relation to these fees will be disclosed on request. (c) an interest or potential interest of MMC’s Funds in the Investee Company; (d) an interest or potential interest of other Investors in the Investee Company; or (e) an interest arising from the formation by the Fund Manager or any of its Associates of a company with a view to an interest in that company being acquired by the EIS Funds or any other fund of which it or any of its Associates is the Fund Manager. MMC’s Conflicts of Interest Policy is contained in paragraph 20 below and summarised at Schedule 2. 6.6 For MMC’s Funds not eligible for EIS Relief MMC may facilitate investment in a different class of share with no EIS benefits. It is intended these shares will be at the same price at investment but may have different rights attaching to them. 6.7 To the extent that MMC engages in the reception and transmission of orders it is required under the FCA Handbook to have an order execution policy and to obtain your prior express consent before effecting orders outside a regulated market, multilateral trading facility or organised trading facility. We are also required to take all reasonable steps to obtain the best possible result for you when executing orders or when receiving and transmitting orders for execution, and we have in place a programme of monitoring to ensure we meet our regulatory obligations in this respect. 6.8 MMC’s order execution policy (the “Order Execution Policy”) details the steps and monitoring conducted by us and the execution factors which are applied in respect of each category of financial instrument. The Order Execution Policy also details the principal execution venues and brokers on which reliance is placed. 6.9 A summary of our Order Execution Policy is provided at Schedule 1. This summary is intended to provide you with information on our Order Execution Policy in order for you to give consent to such policy. Requests for further information should be directed to our compliance department at the address referred to in the Information Memorandum or other such address that we shall advise you is the location of our principal office. An up to date copy of our Order Execution Policy is also available to view on our website at xxx.xx. You agree to receive copies of our policies and procedures on our website. 6.10 Please also note the following about our Order Execution Policy: • Our Order Execution Policy permits us to execute orders away from a regulated market, multilateral trading facility or organised trading facility and by signing this Customer Agreement you hereby give your prior express consent to us doing so to the extent relevant. • Our Order Execution Policy sets out the criteria that we take into account to provide our clients with best execution, which are (1) price; (2) location of assets which are the subject of the deal; (3) location of professional support; (4) market impact; (5) costs and tax issues; (6) order size; (7) certainty of execution; (8) speed of execution; (9) settlement; and (10) any other criteria relevant to the execution of the order. We will judge the relative importance of these criteria on an order by order basis in line with our commercial judgment and experience in light of current market information. • In executing an order, in the absence of any specific instructions, we will give precedence to the factors that allow us to deliver best execution in terms of value (total cost) to the client. Xxxxx will ordinarily merit a high relative importance in obtaining the best possible result. However, in some circumstances, orders, financial instruments or markets, we may appropriately determine that other execution factors are more important than price in obtaining best execution. • Where we have a choice of execution venues, we will take into account the following factors in deciding which execution venue to use in respect of a particular transaction: (1) the characteristics of the client including the categorisation of the client; (2) the characteristics of the order in question; (3) the characteristics of the financial instrument(s) in question; and (4) the characteristics of the possible execution venues to which the order may be directed. • If clients provide us with specific instructions to deal on their behalf we will execute the orders in accordance with those specific instructions and will not owe such clients a duty to provide best execution in respect of any matter covered by such instructions. Where the instructions relate to only part of an order, we will continue to apply our Order Execution Policy to those aspects of the order not covered by such specific instructions. Clients should be aware that providing specific instructions to us in relation to the execution of a particular order may prevent us from following our Order Execution Policy which is designed to obtain best execution for our clients on a consistent basis taking into account the factors outlined above.

Dealing. 6.1 We will act in good faith and with due diligence in our choice and use of counterparties and brokers, and will take reasonable steps to obtain the best possible result for you when we place orders for execution on your behalf in accordance with our Order Execution Policy (as summarised at clause 6.8 and Schedule 1). 1 If any counterparty should fail to deliver any necessary documents or to complete any transaction, we will take steps on your behalf to rectify such failure or obtain compensation in lieu thereof. Subject to our compliance with this clause 6.1, all reasonable costs and expenses properly incurred by us in connection with the provision of Services by us to you hereunder shall be paid by you. 6.2 It is likely that we will aggregate transactions for MMC’s Funds in accordance with the FCA Handbook. Subject to paragraph 6.6, all Subscriptions in Investee Companies in an investment round will be made on the same terms by MMC’s Funds. We will only aggregate transactions in circumstances where it is likely that the aggregation will not disadvantage the customers concerned. However, the effect of aggregation may nevertheless work on some occasions to your disadvantage. We will ensure that aggregation shall not work to your overall disadvantage. We will allocate aggregated transactions promptly on a fair basis in accordance with the requirements of the FCA Handbook and as described in paragraph 5.7 above. 6.3 MMC and MMC’s employees may subscribe for shares, or hold options, in companies in which the KI EIS Funds investFund invests, provided that the cumulative total does not exceed 10% of MMC Funds’ investment. The price that MMC and/or persons subscribe for such shares or options will not be less than that paid by the KI EIS Funds Fund at the time of co-investment. 6.4 Subject to clause 20, you acknowledge that no arrangements exist for: (a) securing that any person who knowingly has a material interest in any decision or recommendation concerning the investment of KI EIS Funds Fund Subscriptions, which is not subject to independent approval, is excluded from participating in the making of that decision or recommendation; or (b) securing independent approval of decisions and recommendations concerning the investment of KI EIS Funds Fund Subscriptions which may be made by persons who have a material interest in them. 6.5 Accordingly, the KI EIS Funds Fund may, subject to clause 20 and the FCA Handbook, invest in an Investee Company on behalf of an Investor notwithstanding the existence of the following actual or potential conflicts of interest: (a) an interest of the Fund Manager or its Associates arising by way of remuneration in connection with the management or operation of the KI EIS Funds Fund or any other fund; (b) an interest arising from the investment of Subscriptions of the KI EIS Funds Fund or any other fund managed by the Fund Manager or its Associates. In this context Investors should note that MMC does not seek to charge Investee Companies arrangement or monitoring fees fees. When investing alongside third parties we may recoup some charges in proportion to the amount set by a co-investor. Further details in relation to these fees will be disclosed on request. (c) an interest or potential interest of MMC’s Funds in the Investee Company; (d) an interest or potential interest of other Investors in the Investee Company; or (e) an interest arising from the formation by the Fund Manager or any of its Associates of a company with a view to an interest in that company being acquired by the KI EIS Funds Fund or any other fund of which it or any of its Associates is the Fund Manager. MMC’s Conflicts of Interest Policy is contained in paragraph 20 below and summarised at Schedule 2. 6.6 For MMC’s Funds not eligible for EIS Relief relief MMC may facilitate investment in a different class of share with no EIS benefits. It is intended these shares will be at the same price at investment but may have different rights attaching to them. 6.7 To the extent that MMC engages in the reception and transmission of orders it is required under the FCA Handbook to have an order execution policy and to obtain your prior express consent before effecting orders outside a regulated market, multilateral trading facility or organised trading facility. We are also required to take all reasonable steps to obtain the best possible result for you when executing orders or when receiving and transmitting orders for execution, and we have in place a programme of monitoring to ensure we meet our regulatory obligations in this respect. 6.8 MMC’s order execution policy (the “Order Execution Policy”) details the steps and monitoring conducted by us and the execution factors which are applied in respect of each category of financial instrument. The Order Execution Policy also details the principal execution venues and brokers on which reliance is placed. 6.9 A summary of our Order Execution Policy is provided at Schedule 1. This summary is intended to provide you with information on our Order Execution Policy in order for you to give consent to such policy. Requests for further information should be directed to our compliance department at the address referred to in the Information Memorandum or other such address that we shall advise you is the location of our principal office. An up to date copy of our Order Execution Policy is also available to view on our website at xxx.xxxxxxx://xxx.xx/terms-conditions. You agree to receive copies of our policies and procedures on our website. 6.10 Please also note the following about our Order Execution Policy: • Our Order Execution Policy permits us to execute orders away from a regulated market, multilateral trading facility or organised trading facility and by signing this Customer Agreement you hereby give your prior express consent to us doing so to the extent relevant. • Our Order Execution Policy sets out the criteria that we take into account to provide our clients with best execution, which are (1) price; (2) location of assets which are the subject of the deal; (3) location of professional support; (4) market impact; (5) costs and tax issues; (6) order size; (7) certainty of execution; (8) speed of execution; (9) settlement; and (10) any other criteria relevant to the execution of the order. We will judge the relative importance of these criteria on an order by order basis in line with our commercial judgment and experience in light of current market information. • In executing an order, in the absence of any specific instructions, we will give precedence to the factors that allow us to deliver best execution in terms of value (total cost) to the client. Xxxxx will ordinarily merit a high relative importance in obtaining the best possible result. However, in some circumstances, orders, financial instruments or markets, we may appropriately determine that other execution factors are more important than price in obtaining best execution. • Where we have a choice of execution venues, we will take into account the following factors in deciding which execution venue to use in respect of a particular transaction: (1) the characteristics of the client including the categorisation of the client; (2) the characteristics of the order in question; (3) the characteristics of the financial instrument(s) in question; and (4) the characteristics of the possible execution venues to which the order may be directed. • If clients provide us with specific instructions to deal on their behalf we will execute the orders in accordance with those specific instructions and will not owe such clients a duty to provide best execution in respect of any matter covered by such instructions. Where the instructions relate to only part of an order, we will continue to apply our Order Execution Policy to those aspects of the order not covered by such specific instructions. Clients should be aware that providing specific instructions to us in relation to the execution of a particular order may prevent us from following our Order Execution Policy which is designed to obtain best execution for our clients on a consistent basis taking into account the factors outlined above.

Dealing. 6.1 We will act in good faith and with due diligence in our choice and use of counterparties and brokers, and will take reasonable steps to obtain the best possible result for you when we place orders for execution on your behalf in accordance with our Order Execution Policy (as summarised at clause 6.8 and Schedule 1). 1 If any counterparty should fail to deliver any necessary documents or to complete any transaction, we will take steps on your behalf to rectify such failure or obtain compensation in lieu thereof. Subject to our compliance with this clause 6.1, all reasonable costs and expenses properly incurred by us in connection with the provision of Services by us to you hereunder shall be paid by you. 6.2 It is likely that we will aggregate transactions for MMC’s Funds in accordance with the FCA Handbook. Subject to paragraph 6.6, all Subscriptions in Investee Companies in an investment round will be made on the same terms by MMC’s Funds. We will only aggregate transactions in circumstances where it is likely that the aggregation will not disadvantage the customers concerned. However, the effect of aggregation may nevertheless work on some occasions to your disadvantage. We will ensure that aggregation shall not work to your overall disadvantage. We will allocate aggregated transactions promptly on a fair basis in accordance with the requirements of the FCA Handbook and as described in paragraph 5.7 above. 6.3 MMC and MMC’s employees may subscribe for shares, or hold options, in companies in which the EIS Funds investFund invests, provided that the cumulative total does not exceed 10% of MMC Funds’ investment. The price that MMC and/or persons subscribe for such shares or options will not be less than that paid by the EIS Funds Fund at the time of co-investment. 6.4 Subject to clause 20, you acknowledge that no arrangements exist for: (a) securing that any person who knowingly has a material interest in any decision or recommendation concerning the investment of EIS Funds Fund Subscriptions, which is not subject to independent approval, is excluded from participating in the making of that decision or recommendation; or (b) securing independent approval of decisions and recommendations concerning the investment of EIS Funds Fund Subscriptions which may be made by persons who have a material interest in them. 6.5 Accordingly, the EIS Funds Fund may, subject to clause 20 and the FCA Handbook, invest in an Investee Company on behalf of an Investor notwithstanding the existence of the following actual or potential conflicts of interest: (a) an interest of the Fund Manager or its Associates arising by way of remuneration in connection with the management or operation of the EIS Funds Fund or any other fund; (b) an interest arising from the investment of Subscriptions of the EIS Funds Fund or any other fund managed by the Fund Manager or its Associates. In this context Investors should note that MMC does not seek seeks to charge Investee Companies an arrangement or fee (which is typically of the order of 2% of monies invested) together with an annual monitoring fees When investing alongside third parties we may recoup some charges in proportion to fee (which is typically of the amount set by a co-investororder 1% of funds invested per annum). Further details in relation to these fees will be disclosed on request. (c) an interest or potential interest of MMC’s Funds in the Investee Company; (d) an interest or potential interest of other Investors in the Investee Company; or (e) an interest arising from the formation by the Fund Manager or any of its Associates of a company with a view to an interest in that company being acquired by the EIS Funds Fund or any other fund of which it or any of its Associates is the Fund Manager. MMC’s Conflicts of Interest Policy is contained in paragraph 20 below and summarised at Schedule 2. 6.6 For MMC’s Funds not eligible for EIS Relief relief MMC may facilitate investment in a different class of share with no EIS benefits. It is intended these shares will be at the same price at investment but may have different rights attaching to them. 6.7 To the extent that MMC engages in the reception and transmission of orders it is required under the FCA Handbook to have an order execution policy and to obtain your prior express consent before effecting orders outside a regulated market, multilateral trading facility or organised trading facility. We are also required to take all reasonable steps to obtain the best possible result for you when executing orders or when receiving and transmitting orders for execution, and we have in place a programme of monitoring to ensure we meet our regulatory obligations in this respect. 6.8 MMC’s order execution policy (the “Order Execution Policy”) details the steps and monitoring conducted by us and the execution factors which are applied in respect of each category of financial instrument. The Order Execution Policy also details the principal execution venues and brokers on which reliance is placed. 6.9 A summary of our Order Execution Policy is provided at Schedule 1. This summary is intended to provide you with information on our Order Execution Policy in order for you to give consent to such policy. Requests for further information should be directed to our compliance department at the address referred to in the Information Memorandum or other such address that we shall advise you is the location of our principal office. An up to date copy of our Order Execution Policy is also available to view on our website at xxx.xxxxx.xxxxxxxxxxx.xxx. You agree to receive copies of our policies and procedures on our website. 6.10 Please also note the following about our Order Execution Policy: • Our Order Execution Policy permits us to execute orders away from a regulated market, multilateral trading facility or organised trading facility and by signing this Customer Agreement you hereby give your prior express consent to us doing so to the extent relevant. • Our Order Execution Policy sets out the criteria that we take into account to provide our clients with best execution, which are (1) price; (2) location of assets which are the subject of the deal; (3) location of professional support; (4) market impact; (5) costs and tax issues; (6) order size; (7) certainty of execution; (8) speed of execution; (9) settlement; and (10) any other criteria relevant to the execution of the order. We will judge the relative importance of these criteria on an order by order basis in line with our commercial judgment and experience in light of current market information. • In executing an order, in the absence of any specific instructions, we will give precedence to the factors that allow us to deliver best execution in terms of value (total cost) to the client. Xxxxx will ordinarily merit a high relative importance in obtaining the best possible result. However, in some circumstances, orders, financial instruments or markets, we may appropriately determine that other execution factors are more important than price in obtaining best execution. • Where we have a choice of execution venues, we will take into account the following factors in deciding which execution venue to use in respect of a particular transaction: (1) the characteristics of the client including the categorisation of the client; (2) the characteristics of the order in question; (3) the characteristics of the financial instrument(s) in question; and (4) the characteristics of the possible execution venues to which the order may be directed. • If clients provide us with specific instructions to deal on their behalf we will execute the orders in accordance with those specific instructions and will not owe such clients a duty to provide best execution in respect of any matter covered by such instructions. Where the instructions relate to only part of an order, we will continue to apply our Order Execution Policy to those aspects of the order not covered by such specific instructions. Clients should be aware that providing specific instructions to us in relation to the execution of a particular order may prevent us from following our Order Execution Policy which is designed to obtain best execution for our clients on a consistent basis taking into account the factors outlined above.

Dealing. 6.1 We will act in good faith and with due diligence in our choice and use of counterparties and brokers, and will take reasonable steps to obtain the best possible result for you when we place orders for execution on your behalf in accordance with our Order Execution Policy (as summarised at clause 6.8 and Schedule 1). 1 If any counterparty should fail to deliver any necessary documents document s or to complete any transaction, we will take steps on your behalf to rectify such failure or obtain compensation in lieu thereof. Subject to our o ur compliance with this clause 6.1, all reasonable costs and expenses properly incurred by us in connection with the provision of Services by us to you hereunder shall be paid by you. 6.2 It is likely that we will aggregate transactions for MMC’s Funds in accordance with the FCA F CA Handbook. Subject to paragraph 6.6, all Subscriptions in Investee Companies in an investment round will be made on the same terms by MMC’s Funds. We will only aggregate transactions in circumstances where it is likely that the aggregation will not disadvantage disa dvantage the customers concerned. However, the effect of aggregation may nevertheless work on some occasions to your disadvantagedisadvantage . We will ensure that aggregation shall not work to your overall disadvantage. We will allocate aggregated transactions promptly on a fair basis in accordance with the requirements of the FCA F CA Handbook and as described in paragraph 5.7 above. 6.3 MMC and MMC’s employees may subscribe for shares, or hold options, in companies in which the EIS Funds invest, provided that the cumulative total does not exceed 10% of MMC Funds’ investmentdoe nvestment . The price that MMC and/or persons subscribe for such shares or options will not be less than that paid by the EIS Funds at the time of co-investmentco- investment . 6.4 Subject to clause 20, you acknowledge that no arrangements exist for: (a) securing that any person who knowingly has a material interest in any decision or recommendation concerning the investment of EIS Funds Fund s Subscriptions, which is not subject to independent approval, is excluded from participating in the making of that decision or recommendation; or (b) securing independent approval of decisions and recommendations concerning the investment of EIS Funds Subscriptions which may be made by persons who have a material interest in them. 6.5 Accordingly, the EIS Funds may, subject to clause 20 and the FCA Handbook, invest in an Investee Company on behalf of an Investor notwithstanding the existence of the following actual or potential conflicts of interest: (a) an interest of the Fund Manager or its Associates arising by way of remuneration in connection with the management or operation of the EIS Funds Fund s or any other fund; (b) an interest arising from the investment of Subscriptions of the EIS Funds or any other fund managed by the Fund Manager or its Associates. In this context Investors should note that MMC does not seek to charge Investee Companies arrangement arrangeme nt or monitoring fees When investing alongside third parties we may recoup some charges in proportion to the amount set by a co-co - investor. Further details in relation to these fees will be disclosed on request. (c) an interest or potential interest of MMC’s MM Funds in the Investee Company; (d) an interest or potential interest of other Investors in the Investee Company; or (e) an interest arising from the formation by the Fund Manager or any of its Associates of a company with a view to an interest in that company being acquired by the EIS Funds or any other fund of which it or any of its Associates is the Fund Manager. MMC’s M s Conflicts of Interest Policy is contained in paragraph 20 below and summarised at Schedule 2. 6.6 For MMC’s Funds not eligible for EIS Relief MMC may facilitate investment in a different class of share with no EIS benefits. It is intended these shares will be at the same price at investment but may have different rights attaching to them. 6.7 To the extent that MMC engages in the reception and transmission of orders it is required under the FCA F CA Handbook to have an order execution policy and to obtain your prior express consent before effecting orders outside a regulated marketmarket , multilateral trading facility or organised trading facilityfacility . We are also required to take all reasonable steps to obtain o btain the best possible result for you when executing orders or when receiving and transmitting orders for execution, and we have in place a programme of monitoring to ensure we meet our regulatory obligations in this respect. 6.8 MMC’s order execution policy (the “Order Execution Policy”) details Policydetails the steps and monitoring conducted by us and the execution factors which are applied in respect of each category of financial instrument. The Order Execution Policy also details the principal execution venues and brokers on which reliance is placed.place d. 6.9 A summary of our Order Execution Policy is provided at Schedule 1. This summary is intended to provide you with information on our Order Execution Policy in order for you to give consent to such policy. Requests for further information informa tion should be directed to our compliance department d epartment at the address referred to in the Information Memorandum or other such address that we shall advise you is the location of our principal officeoffice . An up to date copy of our Order Execution Policy is also available to view on our website at xxx.xx. You agree to receive copies of our policies and procedures on our website. 6.10 Please also note the following about our Order Execution Policy: • Our Order Execution Policy permits us to execute orders away from a regulated marketmarket , multilateral trading facility or organised trading facility and by signing this Customer Agreement you hereby give your prior express consent to us doing so to the extent relevant. • Our Order Execution Policy sets out the criteria that we take into account to provide our clients with best execution, which are (1) price; (2) location of assets asse ts which are the subject of the deal; (3) location of professional support; (4) market impact; (5) costs and tax issues; (6) order size; (7) certainty of execution; (8) speed of execution; (9) settlement; and (10) any other criteria relevant to the execution executi on of the order. We will judge the relative importance of these criteria on an order by order basis in line with our commercial judgment and experience in light of current market information. • In executing an order, in the absence of any specific instructionsinstruc tions, we will give precedence to the factors that allow us to deliver best execution in terms of value (total cost) to the client. Xxxxx will ordinarily merit a high relative importance in obtaining the best possible result. However, in some circumstances, orders, financial instruments or markets, we may appropriately determine that other execution factors are more important than price in obtaining best execution. • Where we have a choice of execution venues, we will take into account the following factors facto rs in deciding which execution venue to use in respect of a particular transaction: (1) the characteristics of the client including the categorisation of the client; (2) the characteristics of the order in question; (3) the characteristics of the financial instrument(s) in question; and (4) the characteristics of the possible execution venues to which the order may be directed. • If clients provide us with specific instructions to deal on their behalf we will execute the orders in accordance with those specific spe cific instructions and will not owe such clients a duty to provide best execution in respect of any matter covered by such instructions. Where the instructions relate to only part of an order, we will continue to apply our Order Execution Policy to those aspects of the order not covered by such specific instructions. Clients should be aware that providing specific instructions to us in relation to the execution of a particular order may prevent us from following our Order Execution Policy which is designed to obtain best execution for our clients on a consistent basis taking into account the factors outlined above.