Terms & Conditions

This presentation has been prepared by Salt Rock Capital Partners LLP ("Salt Rock Capital") solely for the purpose of providing background information to the person to whom it has been delivered. The information contained herein is strictly confidential and is only for the use of the person to whom it is sent and/or who attends any associated presentation. The information contained herein may not be reproduced, distributed or published by any recipient for any purpose without the prior written consent of Salt Rock Capital. Notwithstanding anything to the contrary herein, such person (and each employee, representative or other agent of such person) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of (i) the proposed fund (the "Fund") and (ii) any of its transactions, and all materials of any kind (including opinions or other tax analyses) that are provided to the recipient relating to such tax treatment and tax structure.

The distribution of this document may be restricted in certain jurisdictions. The information herein is for general guidance only, and it is the responsibility of any person or persons in possession of this document to inform themselves of, and to observe, all applicable laws and regulations of any relevant jurisdiction.

The summary description included herein and any other materials provided to you are intended only for information purposes and convenient reference and are not intended to be complete. This information is not intended to provide and should not be relied upon for accounting, legal or tax advice or investment recommendations. You should consult your tax, legal, accounting or other advisors about the issues discussed herein. Material terms of the Fund are subject to change. Any prospective investor will be provided with a copy of the Fund's offering memorandum and an opportunity to review the documentation relating to the offering. PROSPECTIVE INVESTORS SHOULD REVIEW THE OFFERING MEMORANDUM, INCLUDING THE RISK FACTORS IN THE OFFERING MEMORANDUM, BEFORE MAKING A DECISION TO INVEST. In addition, prospective investors should rely only on the offering memorandum in making a decision to invest, although certain descriptions contained herein may be more detailed than those contained in the offering memorandum. Past performance is no guarantee of future performance. Subscriptions may only be made on the terms of the offering memorandum and subject to completion of a subscription agreement.

This document is not intended as an offer or solicitation with respect to the purchase or sale of any security. This document is not intended for distribution to, or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation. In particular this document is not intended for distribution in the United States or for the account of U.S. persons (as defined in Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act")) except to persons who are "qualified purchasers" (as defined in the United States Investment Company Act of 1940, as amended (the "Company Act")) and "accredited investors" (as defined in Rule 501(a) under the Securities Act). The Fund is not, and will not be, registered under the Securities Act or the securities laws of any of the states of the United States and interests therein may not be offered, sold or delivered directly or indirectly into the United States, or to or for the account or benefit of any US person, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of such securities laws. The securities will be subject to restrictions on transferability and resale. The Fund will not be registered under the Company Act.

The Fund will be a "non-EU AIF", as defined in the AIFM Directive and Salt Rock Capital is authorised by the UK Financial Conduct Authority ("FCA") as an "EU AIFM", as defined in AIFM Directive. Shares in the Fund may only be marketed in an EEA jurisdiction to the extent that they: (i) are permitted to be marketed in the relevant EEA jurisdiction pursuant to Article 36 of AIFM Directive (as implemented into local law); or (ii) may otherwise be lawfully offered or placed (including on the basis of an unsolicited request from a professional investor) in the relevant EEA jurisdiction. The AIFM of the Fund, and any person acting on its behalf, is required to comply with the regime under Article 36 of AIFM Directive as implemented into local law when marketing (as defined in AIFM Directive) the Fund in the relevant EEA jurisdiction.

This document may be issued only to persons in EEA jurisdictions who are "professional investors" for the purposes of the AIFM Directive. The Shares are only available to such persons in the relevant EEA jurisdiction and this document must not be relied or acted upon by any other persons in the relevant EEA jurisdiction.

This document is being communicated by Salt Rock Capital, a firm authorised and regulated by the UK Financial Conduct Authority ("FCA"). In the United Kingdom it is only being provided to those persons to whom it may lawfully be issued under The Financial Services and Markets Act 2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 and/ or Chapter 4.12 of the FCA's Conduct of Business Rules, as appropriate.

No reliance may be placed for any purpose on the information and opinions contained in this document or their accuracy or completeness. No representation, warranty or undertaking, express or implied, is given as to the accuracy or completeness of the information or opinions contained in this document by any of Salt Rock Capital, its members, employees or affiliates and no liability is accepted by such persons for the accuracy or completeness of any such information or opinions, and nothing contained herein shall be relied upon as a promise or representation whether as to past or future performance. Opinions expressed herein may not be shared by all employees of Salt Rock Capital and are subject to change without notice.

All rights reserved, Salt Rock Capital Partners LLP (2018).