E-LIGHT Projects Ltd

PRIVATE PLACING MEMORANDUM UNDER

THE EMPLOYMENT AND INVESTMENT INCENTIVE SCHEME (EIIS)

November 2016

CLOSING DATE FOR SUBSCRIPTIONS SHALL BE AS SOON AS PLACEMENT FILLS AND NO LATER THAN
15 December 2016 OR SUCH OTHER DATE AS THE DIRECTORS MAY DECIDE

THIS PRIVATE PLACING IS BEING INTRODUCED BY

MERRION STOCKBROKERS LIMITED

For further information, or to reserve an investment, please contact

Merrion Stockbrokers Limited on Dublin 01-2404100 or Cork 021-4551950

Merrion Stockbrokers Limited is regulated by the Central Bank of Ireland.

Merrion Stockbrokers Limited is a member of the Irish Stock Exchange and the
London Stock Exchange.

Page 1 of 48
 Table of Contents

1. Legal Notice to Investors................................................................................................................. 3

2. Definitions ....................................................................................................................................... 4
3. Officers and Advisors ...................................................................................................................... 5
4. Investment Summary ...................................................................................................................... 6
5. Company Background ..................................................................................................................... 7
6. Directors and Shareholders .......................................................................................................... 13
7. The Project .................................................................................................................................... 15
8. Investment Structure .................................................................................................................... 19
9. Returns to Investors ...................................................................................................................... 22
10. Illustrative Financial Information .................................................................................................. 23
11. Risk Factors.................................................................................................................................... 24
12 Summary of EIIS Legislation ........................................................................................................ 26
13. General Information...................................................................................................................... 34
14. Application Form ........................................................................................................................... 35
15. Deed of Authorisation and Indemnity ........................................................................................... 37

Page 2 of 48
 1. Legal Notice to Investors
This Memorandum is being issued in Ireland for information purposes only to a limited number of
clients of Merrion Stockbrokers Limited (Merrion), and/or its distribution agents, who have
expressed an interest in participating in the Employment and Investment Incentive Scheme (EIIS).
This Memorandum describes an investment in shares in E-Light Projects Ltd (the Company or
eLight). This Memorandum is not a prospectus, and no application has been made, or is intended
to be made at this time, to any Stock Exchange for any securities of any sort to be admitted to listing
on such exchange, and no application has been made for any securities or other investment
instruments to be dealt on any market. Interested parties are requested to engage further with
Merrion to discuss the final terms of this investment and the legal documents relating to it.

The offer of investment is personal to the recipient and is non-transferable and non-renounceable
by such investor. Please return this document to Merrion if you do not wish to pursue this
investment or if you have received this document in error.

Potential investors are reminded that an investment in unlisted securities carries certain risks as well
as the prospect of reward and your attention is drawn to the Section headed Risk Factors.
Prospective investors should not construe the contents of this Memorandum as investment, legal,
business or tax advice, and each prospective investor is advised to obtain appropriate advice on the
legal and taxation aspects of the matters referred to in this Memorandum and to make his/her own
commercial assessment.

This Memorandum and the information herein are strictly confidential and for the use only of the
recipient, and no other person may subscribe for any investment interests on foot of this offering.
This Memorandum does not constitute, and shall not be deemed to constitute, an invitation to the
public to purchase or subscribe for any investment interests. This Memorandum is not and shall not
be deemed to be a prospectus within the meaning of the Companies Act 2014 or for the purposes of
the Prospectus (Directive 2003/71/EC) Regulations 2005. The Company and Merrion have taken all
reasonable care to ensure that all statements of fact or opinion contained herein are true and
accurate in all material respects. The financial tables and projections set out in this Memorandum
are for illustrative purposes only and do not constitute profit forecasts, and neither the Company,
Merrion nor any of their respective agents or employees, give any warranty or any representation as
to the accuracy or completeness of such information.

No other representation as to the accuracy or completeness of any information contained in this

Memorandum or as to the availability of any tax relief advantages is made or shall be deemed to be
made by Merrion or its officers or advisers. An application form, if accepted, will be on the basis that
the investor acknowledges that neither Merrion nor its officers or advisers have any liability of any
description in connection with any losses, damages, costs or expenses incurred by investors, or in
connection with the unavailability, withdrawal or curtailment of any tax relief or advantages in
connection with any investment under the Employment and Investment Incentive Scheme. The
information contained in this Memorandum may be subject to revision, update or revocation. No
other person has been authorised to give any information concerning this investment other than
that contained in this Memorandum or to make any representations in relation to it.

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 2. Definitions
Company E-Light Projects Ltd

Business Provide solutions for the funding, supply,

installation and management of energy efficient
LED lighting

Directors The directors of the Company, whose names

appear in the Officers and Advisors section of
this Information Memorandum.

Nominee Company Merrion Stockbrokers Nominee Ltd

Shares A Ordinary Shares to be issued by the

Company to the Nominee Company on behalf of
the Investors

EIIS Employment and Investment Incentive Scheme

as set out in Part 16 of the Taxes Consolidation
Act, 1997 as amended.

Placing The placing of the A Ordinary Shares by the

Company pursuant to this Information
Memorandum

Put and Call Option Agreement The Put and Call Option Agreement to be
entered into by the Nominee Company (on
behalf of the investors), the Company and the
Promoter

Closing Date 5:00pm on 15 December 2016 or other such

time and date as agreed by the board of
Directors of the Company

Promoter Ian McKenna

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3. Officers and Advisors

Company Name E-Light Projects Ltd

Company Number 578542

Directors Ian McKenna

Seamus OConnell

Secretary and Seamus OConnell

Registered Office 1-3 The Green
Malahide
Co. Dublin

Auditors Karl McDonald & Co Limited

21 Belvedere Place
Dublin 1

Solicitors to Gore and Grimes

the Company Cavendish House
Smithfield
Dublin 7
Ireland

Tax Advisors to MB Associates Limited

the Company Bushfield House
57 Bushfield Square
Philipsburgh Avenue
Fairview
Dublin 3

Solicitors to Merrion McCullagh Wall Solicitors

in respect of the Rathmore House
Investment South Douglas Road
Cork

Tax Advisors to Laura Lynch & Associates

Merrion in respect Dock Gate
of the Investment Galway

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 4. Investment Summary
The investment summary below should be read in conjunction with the full text of this document,
from which it is derived.

Investment Investment in A Ordinary Shares in E-Light Projects Ltd

Investment Proposal The Company is seeking to raise up to 5,000,000 in this fundraising. The
Company reserves the right to vary the investment amount. The Company
envisages raising further EIIS funds in later years. Investors are invited to
subscribe, through the Nominee Company, for up to 5,000,000 A
Ordinary Shares of 1.00 each payable in full on application. The funds
raised will be utilised for the purpose of relevant trading activities as
defined in EIIS legislation, and they will be used to maintain and create
employment in the Company. The Shares will be held in trust for investors
by the Nominee Company.
Investment Purpose The funds raised will primarily be used to fund the provision of energy
saving lighting solutions to businesses.
Investment Exit and The A Ordinary Shares are expected to be purchased back from the
Return of Investment investors at the end of the four year period via a Put and Call Option
Agreement. It is intended that the A Ordinary shares will be purchased
at their market value at that time, with a projected return equivalent to
120% of the original investment. For example, a 100,000 investment in
A Ordinary Shares is expected to yield 120,000. Working on the
assumptions of top marginal tax rates, and that the investor is liable to tax
at such rates, the expected pre-tax IRR would be c.14% and the after tax
IRR would be c.13%, assuming there are no changes to tax rates in the
meantime.
Minimum Subscription The minimum subscription amount is 25,000 payable on application and
applications must be in multiples of 1,000 thereafter. The maximum
investment which will qualify for tax relief is 150,000 per person.

Fees Upfront commission of 3.5% is payable by the investor to Merrion upon

subscription for the A Ordinary Shares and should be added to the
subscription amount. A success fee of 3% will be payable by the Company
to Merrion upon completion of the fundraising.

Timing of Application Closing date for subscriptions shall be as soon as placement fills and no
later than 5.00pm on 15 December 2016 or such other date as the board
of Directors of the Company may decide. Applications will be accepted at
the absolute discretion of Directors.

WARNING: If you invest in this product, you may lose some or all of the money that you invest.

WARNING: If you invest in this product, you will not have access to your money for at least four
years.

WARNING: The value of your investment may go down as well as up.

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 5. Company Background
eLight Projects Ltd is a newly formed company which will provide LED lighting solutions to the
commercial and hospitality sectors. It is owned and controlled by the founding members of eLight
Solutions Designated Activity Company (eLight DAC) to which some of the technical services
provided under project contracts will be sub-contracted.

eLight DAC, which has been operating successfully since 2009, is Ireland's number one solutions
expert for the funding, supply, installation and management of fully guaranteed energy efficient LED
lighting solutions to the educational and commercial business sectors in Ireland.

eLight DAC has assembled a strong strategic partnership with Energia, Philips and Actavo to provide
its clients with a nationwide service to dramatically reduce existing lighting energy costs.

eLight DAC and eLight Projects Ltd incur 100% of the capital cost associated with the design, supply,
installation, operation and maintenance of energy efficient lighting projects, interest free over a 3
year term with the energy savings achieved completely funding the project. They charge each client
a fixed amount per unit installed over the contract term which is funded by the client from the
energy savings achieved from the reduction in lighting energy use.

The companies invest in projects that offer the highest levels of performance, using only market
leading branded products that are fit for purpose and are supported by their full replacement
guarantee, provided by Philips.

They focus on opportunities to deliver replicable and scalable complete solutions for energy efficient
lighting projects. By establishing a dedicated energy efficiency fund, they are able to take a longer
term view and address project opportunities with 3 year contract periods that might not otherwise
be implemented. The specialist view taken provides for a professional and streamlined approach to
contracting, financing, installation and risk management over the 3 year term ensuring a full
maintenance free solution for all projects, delivering energy savings that directly benefit the client.

Project Green Classroom

Through Project Green Classroom, which is in operation since 2011, eLight DAC directly funds and
installs LED lighting upgrades for Irish schools, making them greener and ensuring significant cost
savings in electricity and maintenance.

eLight Green Classroom continues to go from strength to strength with over 75 projects completed.
The 2016 summer schedule saw the completion of its two largest schools to date, Alexandra College,
Dublin and Carndonagh Community School Co. Donegal. eLight DAC projects to complete over 1m
in schools projects in 2016, generating a profit margin of approximately 36% on income over the
contract term. The success of this concept is evident in completed projects and testimonials to date.

Project Green Commercial

eLight DAC and eLight Projects Ltd work with commercial businesses in Ireland to deliver energy
saving projects in a fully funded and guaranteed solution to provide "Light as a Service".

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Since January 2016, the Light as a Service concept and business model was launched to the
commercial sector to generate growth in line with their projections. The commercial sales consist of
all non-schools contracts including the Hospitality and the licensed sector, in addition to traditional
commercial businesses. In association with Energia, Philips and Actavo, eLight DAC has developed
opportunities within this sector and more specifically with The Irish Hotel Federation and The
Licensed Vintners Association.

eLight DAC is now the largest supplier of the Philips range of LED products in these sectors and, as a
result, can offer all clients the best value available. All products are fully guaranteed by Philips, the
global leader in lighting. As an appointed Preferred Partner of Philips, eLight DAC and eLight
Projects Ltd now has access to the Philips marketing and support database to help further develop
the eLight brand.

Having recently agreed exclusive promotions with The Irish Hotel Federation and The Licensed
Vintners Association, eLight has also agreed to exclusively supply The Dalata Group PLC with Philips
LED. eLight has also agreed LED upgrades for the Ladbrokes chain of properties throughout Ireland
with almost 25 now completed out of the 130 shops.

Working with many of Irelands leading property management companies including Colliers, Savills,
Winters & Core Management, eLight has developed an excellent network of potential clients to
produce projects continually over the coming years.

Endorsements

eLight DAC has received positive feedback from both its customers and strategic partners.

The Managing Director of Philips Lighting Ireland has stated that The innovation of the eLight
business model has accelerated a new business sector within the lighting industry, delivering energy
efficient LED lighting solutions in a very cost effective way. eLight is one of Philips preferred partners
and we work closely with them to deliver energy efficient lighting projects to many business sectors
throughout Ireland.

Comments from a number of commercial clients are set out below.

"Maldron Parnell Square has always been dedicated to energy conservation, but our efforts
to reduce our electricity consumption never reached its full potential until we decided to call
in eLight to assist us." Philip Uzice -General Manager -Maldron Hotel Parnell Square.Dublin
Not only did we receive a complete revamp of our lighting system to cut our costs by nearly
70% which is phenomenal, but we were offered a full installation of all lighting supplied by E-
light. Fantastic service by all. Stephanie Nally. HR Manager. Mc William Park Hotel, Mayo.
Changing to high efficiency LED lights is a wonderful way to reduce our energy
requirements. This will go far in lighting the way for reduced costs and reduced
environmental impact across the industry in Ireland. Meredith Hagie-McHugh. Acting
General Manager. Kinnitty Castle Hotel, Offaly

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Comments from a number of school clients are set out below.

We were very impressed with the professionalism and quality of the complete installation
Veronica Mc Dermot, Principal, Loreto Swords.
There was a dramatic Energy reduction visible in our first months energy bill following the
installation
William Burns, Chairman. Malahide Community
We are always looking to save energy. Project Green reduced our lighting energy use by
63% with no capital cost. It just made sense!
David Neville, Principal, Colaiste Choilm

eLight DAC Partners

eLight DAC has formed important strategic partnerships with Energia, Philips and Actavo, which
enable it and eLight Projects Ltd to provide market leading products and services to clients.

Energia Group comprises of Energia Supply, Energia Renewables and Energia Generation and is
Irelands largest independent supplier in the Irish business energy market, with a 28% market share
of the business electricity and gas market on an allisland basis with over 65,000 customers.

Energia is already among Ireland's leading providers of sustainable energy green with 550MW of
operational renewable electricity capacity contracted within its energy portfolio, with a further
290MW of wind farm projects currently in development across Ireland.

Energia currently has 22% of wind generation throughout Ireland under contract. In total, Energia
Renewables has over 140MW of contracted wind generation under construction and commissioning
throughout Ireland which will increase Energias share of the wind generation market to around
25%.

Energia has consistently been among the largest investors in the renewable sector, having invested
over 200 million in the last 2 years in over 100 megawatt (MW) of wholly-owned wind farm
development and supporting 1 billion of investment in third-party wind farms to date.

Energia won the public tenders to supply unmetered electricity to the local authorities and now
powers approximately 42,000 sites around Ireland. The supply deal also covers a number of leading
public sector bodies including Dublin Airport Authority, An Garda Siochana, RTE and Waterways
Ireland. Energia also currently supplies energy to many Irish schools.

Philips Lighting is the global market leader in Lighting with recognized expertise in the development,
manufacturing & application of innovative (LED) lighting solutions.

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Philips Lighting is committed to long term strategic partnerships as a key to bringing innovations to
market.

Philips Lighting works proactively with preferred partners in their pursuit of continuous
improvement and operational excellence. Philips Lighting, as a company, meets the highest
standards of quality, ethics and sustainability.

Actavo Support Services Group, which is headquartered at Knockmitten Lane North, New Nangor
Road, Dublin 12, is Irelands leading provider of support services, with a track record spanning more
than 33 years of successful delivery to the civil engineering, power, telecommunications and home
energy sectors. Actavo currently employ over 1,600 staff throughout the 32 counties of Ireland
providing services to many blue-chip clients which include Local Authorities, ESB/electric Ireland,
BSkyB, UPC Ireland, Bord Gis Eireann and the AA.

Actavo is also a market leader in the provision of in-home energy services in Ireland, having worked
as delivery partner with Bord Gis Energy (BGE) since 2010. Actavo personnel currently complete
over 100,000 home energy installation, service and repair jobs per year, including central heating
systems and controls, boilers, insulation and energy efficient lighting.

Actavos success to date has been built on their key strength of delivering end-to-end project
management for major, complex contracts.

eLight Clients

Schools and Colleges - Through Project Green Classroom, eLight DAC directly funds and installs LED
lighting upgrades for Irish schools, making them greener and saving them thousands of Euros in
electricity and maintenance.

eLight Green Classroom continues to build on the 75 projects completed to date.

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 Some eLight Educational Projects completed to date

Malahide Community School, Dublin Rockwell College, Tipperary Dunmore Community School, Galway

Templeogue College Dublin Patrician College, Monaghan Loreto College, Swords

St. Patricks Classical, Navan Mount Carmel, Dublin. St Marys, Dublin

St Columbas, Donegal Synge Street, Dublin O Connells, Dublin

St. Raphaels, Galway I.T.B. Blanchardstown, Dublin Pobalscoil Chorca Dhuibhne, Kerry

Moyle Park, Dublin Mount Sackville, Dublin Muckross Park College, Dublin

Regina Mundi, Cork Sutton Park, Dublin St. Wolstans Celbridge

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Commercial and Hospitality Sector

Building on the success of Project Green Classroom, eLight DAC has expanded into the commercial
market and has already built a strong client base. Some of eLight DACs clients are shown below.

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 6. Directors and Shareholders
The Shareholders and Directors of eLight DAC and the Company have the following experience:

Directors

Ian McKenna CEO and Founder of eLight DAC

Ian is the managing director and co-founder of eLight DAC, having formed the company in 2009.

Ian has a background in various businesses, having started in the wholesale business over 30 years
ago. Ian was responsible for business development and played a key role in developing the business
with continued growth which resulted in that company becoming part of the Musgrave group in
2000. Ian worked with Musgraves for two years in the role of Key Accounts Manager as part of the
takeover, to ensure a seamless transfer of the business turnover and goodwill with clients. Ian then
worked with a network of agents responsible for the sales, distribution and merchandising of Philips
lighting throughout the 26 counties for Philips Ireland. The business was developed, having built a
good business relationship with Philips from 1990, and played a big part in the development of the
eLight concept, having had direct experience with the lighting market and developing product
trends. Recent achievements with eLight DAC include being appointed the Preferred Partner with
Philips Ireland for Professional LED Lighting and becoming the largest provider of Philips LED lighting
to the commercial / hospitality sector in 2016.

Ians responsibilities include sales and developing eLight into the leading Light as a Service
company in Ireland.

Seamus OConnell

Seamus O Connell has been involved with eLight DAC since 2011. His main role is Finance Director
for the Company. He began his Accountancy career with Deloitte & Touche and moved on to work
with some of the leading Companies in the Aviation, Property Construction and Development
Sectors in a career spanning 30 plus years.

He has been able to use this experience to enhance eLight DAC's growth and success.

William Murray

Willie Murrays role has been primarily to focus eLight DACs strategy, in particular in relation to the
public sector where he has a strong background.

Willie has also been development and planning director for property development company
Headland Property Holdings Ltd and worked on major commercial projects in Ireland and Poland.

From 2001 to 2004 he was CEO and a director of Rathdown Light Rail Ltd., a company set up to
deliver the extension of Luas Line B1 from Sandyford to Cherrywood as a Public Private Partnership
(PPP) between the landowners along the line and the Railway Procurement Agency. This was
successfully negotiated and the line is now open.

Willie has also been a planning and development consultant since 2001, during which time he
worked on projects for many of the leading developers in Ireland. Previous to that he held numerous

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senior positions in local government including Planning Officer for County Dublin. In this role he
developed strong relationships with education authorities and school patrons and held monthly
meetings with them to ensure the provision of primary and post primary schools in tandem with the
provision of housing.

His local government career culminated in being Planning and Economic Development Director in
Dun Laoghaire Rathdown County Council. During that time he took an interest in regional aspects of
local government and developed a range of contacts throughout the country.

Shareholders of eLight Projects Ltd

Ian McKenna and Seamus OConnell own one Ordinary Share each in the Company.

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 7. The Project
eLight Projects Ltd intends to raise up to 5m in EIIS funds in 2016, which will primarily be used to
fund the expansion of the business. The Company intends to raise further funds through EIIS in later
years.

eLight Projects Ltd is a newly formed company which will provide LED lighting solutions to the
commercial and hospitality sectors. It is owned and controlled by the founding members of eLight
Solutions Designated Activity Company to which some of the technical services provided under
project contracts will be sub-contracted.

The Company has 6.24m worth of projects in the pipeline for 2016/2017 alone, split between the
educational, the commercial and the hospitality sectors. The EIIS funds raised will enable the
company to complete these projects.

It is intended that funds will be invested in the Company prior to 31 December 2016. However, the
funds will only be available for use by the Company upon sight of written confirmation of a contract.
It is intended that all funds will be utilised prior the end of 2017. The 5m of funding is expected to
generate revenue of c.10m.

The Company brings together the private equity, infrastructure, commercial, financial, legal and
technical expertise essential to investing in and delivering energy efficiency projects.

The Company provides all the expertise required to deliver the project from installation and
maintenance to finance and certification. They aim to achieve the optimal financial structure and
solution for each project, ensuring that risks are identified and mitigated. They present all proposals
to each specific project in an easy to understand format using actual energy use and detailing the
savings available. They structure appropriate contractual arrangements to define the project and the
installation, operation and maintenance, project management, measurement and verification.
Contracts are then agreed, providing fixed payments over the 3-5 year contract delivering agreed
returns.

eLight Projects Ltd will sub-contract some of the installation and technical work required to fulfil the
contract to eLight DAC who works pro-actively with business owners, operators, property
management companies, facility management companies, School Principals and Boards of
Management to identify the energy efficiency opportunities and solutions.

The Company takes a finance led, value for money approach in delivering these approved energy
reducing projects to Irish schools and businesses. They seek to invest in projects designed to deliver
energy savings at the lowest level of cost and to achieve the highest level of performance
throughout the contract life. Each project is contracted with agreed fixed payments over 3-5 years
producing a fixed return over the contract term.

The Company enters into individual contracts with each client and deliver a complete energy
efficient lighting upgrade. Under the project agreement, the Company will incur 100% of the capital
cost associated with the design, installation, operation and maintenance of the project. Some of the
services required are sub-contracted to eLight DAC, who enters into an energy performance contract

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with its strategic partners, Energia, Actavo Support Services Group and Philips to deliver the works,
including warranties and guarantees.

Under the project agreement, or Energy Services Agreement, the complete project can be paid from
savings. The investment return is fixed and the entire cost to the client is funded from the energy
savings achieved from the lighting upgrade over the agreed contractual term (3-5 years). At the end
of the contract term, the installed lighting system, equipment and all the energy savings they
generate are retained by the client. The contract is structured in such a way that payments are made
from measured and verified energy savings achieved based on the existing energy use within each
individual building.

The specific details of each proposed solution will be tailored to the particular requirements of each
client, which will be outlined in each proposal on completion of detailed surveys using existing
energy costs and variables.

However, it is possible to outline at a high level the key characteristics of their proven solution,
which will be based on the delivery of a complete package, including:

Design of new energy efficient lighting scheme to replace existing inefficient lighting ;
Supply of fully guaranteed energy efficient lighting equipment based on Light Emitting Diode
(LED) technology;
Provision of capital funding to cover complete project;
Installation of energy efficient lighting to replace existing scheme;
Provision of Project Supervisor Consultancy Service (PSCS) construction duty-holder roles in
respect of all works;
Provision of electricity supply through Energia to the newly installed lighting scheme (if
required);
Single contract with fixed payments to cover complete project installation;
Guarantee of performance of new lighting scheme for the duration of the service contract;
Immediate overall cost reduction for clients relative to current energy and maintenance costs;
Provision of green energy through Energia where possible as part of the electricity supply;

The Company is in a position to bring to bear extensive capabilities in relation to the delivery of
energy efficiency improvement lighting solutions in the educational and commercial sectors
throughout Ireland.

As set out above, the Company will receive payments from clients on a monthly basis following the
completion of projects. eLight DAC and other service providers will invoice the company for services
provided and the balance of funds will build up within the company, in order for it to be in a position
to buy back the Shares at the end of the investment term.

Market Demand

Although energy efficiency makes strong business sense, opportunities to cut energy demand by 40-
60% are often not taken due to the up-front capital cost and know-how required. Market demand
for energy efficiency solutions is growing rapidly due to high and rising energy prices and

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regulations, but investment in energy efficiency is far less established than renewable energy ad
often requires customized solutions.

The key benefits of Light as a Service include:

Enduring Operating Cost Savings electricity prices have been increasing, with this trend
expected to continue into the future. Energy cost reduction through efficient lighting
upgrades represents a compelling and immediately addressable opportunity to reduce
operating costs for all businesses and schools.

Value Uplift Installation of fully guaranteed energy efficient lighting projects will result in
reduced maintenance and breakdown costs with improvements in operating standards.

Carbon Emissions Reductions compliance with building regulations, reduced costs under
the Carbon Reduction Commitment (CRC) and Climate Change Levy (CCL) programs and
contribution to sustainability and corporate social responsibility agenda.

Highest Performance Standards eLight DAC and the Company only work with best-in-class
energy services providers, with equipment and technology that is commercially proven and
with warranties and guarantees to performance over the agreed contract term.

The Company sees significant opportunities in the educational, commercial and hospitality sectors.

Educational

There are over 4,000 schools in Ireland, made up of Primary, Second Level and Third Level Colleges.
Traditional inefficient lighting is in use in almost all schools. Schools are funded through the capita
grant structure to cover the operating costs of each school based on student numbers.

The Educational sector is pro-active in energy saving and always looking for new ways to reduce
energy use and energy costs.

While energy efficient lighting replacement within a school can deliver savings of 63% on existing
lighting energy use, schools cannot access the capital to benefit from the available savings with this
new energy efficient lighting technology.

Energia at present supply energy to almost 800 schools in the Republic of Ireland with another 1,200
schools in Northern Ireland.

The estimated market opportunity for the eLight -Project Green Classroom concept within the
schools sector based on current enrolment statistics is over 55m.

Commercial

It is currently estimated that there are over 200,000 SMEs operating in Ireland. Every business is a
potential client of the Company and their lighting solution. At present they are working closely with
many industry leading brands in the business sector from Public quoted companies and national Car
Park operators to international sector leading operators with outlets throughout Ireland.

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In association with their partner, Energia, eLight DAC and the Company is in an excellent position to
benefit from the demand to reduce energy costs and enable commercial clients to dramatically
reduce their existing operating costs with the Light as a Service concept.

2020 Directive

The 2020 package is a set of binding legislation to ensure the EU meets its climate and energy
targets for the year 2020.

The package sets three key targets:

20% cut in greenhouse gas emissions (from 1990 levels)

20% of EU energy from renewables
20% improvement in energy efficiency

The targets were set by EU leaders in 2007 and enacted in legislation in 2009. They are also headline
targets of the Europe 2020 strategy for smart, sustainable and inclusive growth.

EU countries have taken on binding annual targets until 2020 for cutting emissions in various sectors
(compared to 2005), under the "Effort-sharing decision".

Progress is monitored by the Commission every year, with each country required to report its
emissions.

Energy providers are given incentives to reduce energy consumption and it is therefore in the
interests of these companies to provide support to companies such as eLight Projects Ltd.

Page 18 of 48
 8. Investment Structure
ELight Projects Ltd is seeking to raise up to 5,000,000 in EIIS funding in 2016, through the issue of
5,000,000 A Ordinary Shares of 1 each. The Company reserves the right to vary this investment
amount. After deduction of expenses, the money raised will primarily be used to fund the expansion
of the business.

Assuming the offer for the A Ordinary Shares is fully subscribed, the allotted shares in the
Company will be as shown below

No. of Total Amount

Share Class Shareholders
Shares Paid

Ian McKenna (1)

Ordinary Shares 1.00 2 2
Seamus OConnell (1)

Merrion Stockbrokers
A Ordinary Shares Nominee Ltd
5,000,000 5,000,000
1.00
(on behalf of EIIS Investors)

WARNING: If you invest in this product, you may lose some or all of the money that you invest.

WARNING: If you invest in this product, you will not have access to your money for at least four
years.

WARNING: The value of your investment may go down as well as up.

Rights Attaching to the EIIS Shares

The rights attaching to all shares in relation to dividends and on a winding up are set out hereunder.
Investors should note that their entitlements are based on the total amount paid for the Shares (i.e.
5,000,000).

It is proposed that the Company will issue a new class of A Ordinary Shares to the Nominee
Company, which will hold the Shares in trust for the EIIS Investors with such Shares having the
following rights:

1. Directors: The Nominee Company shall be entitled to appoint two directors, with the
holders of the Ordinary Shares entitled to appoint two directors. It is not the intention of the
Nominee Company to appoint such directors unless deemed necessary.

2. Votes and Attendance at General Meetings: The Nominee Company, as the holder of the
Shares, shall be entitled to receive notice of and vote at any general meeting of the

Page 19 of 48
 Company. The Shares will be entitled to one vote per share, with the Ordinary Shares
entitled to 100 votes per share. Assuming the offer for the Shares is fully subscribed, the
Shares will be entitled to in excess of 99% of the votes of the Company.

3. Dividends: The Shares and the Ordinary Shares shall rank pari passu as regards entitlement
to receive dividend payments on the basis of paid up share capital plus share premium until
the Shares have received a cumulative maximum dividend of 20% of the amount paid up
(including share premium) on each Share. Thereafter, the Shares shall have no further
entitlement to dividends.

4. Return of Capital: The Shares and the Ordinary Shares shall rank pari passu as regards
entitlement to repayment on a winding up of the Company up to, in the case of the Shares, a
return of 120% of the original investment (less any dividends paid). Thereafter the Shares
shall have no further entitlement on a winding up.

Timing of Investment

Merrion will collect funds from investors up to 15 December 2016. It is intended that all funds
collected will be invested in the Company prior to 31 December 2016. Any funds received by
Merrion after 15 December 2016 may be invested in the Company at a later date and cannot be
guaranteed to qualify for tax relief in 2016.

Covenants

The Shareholders Agreement will contain covenants in favour of the Nominee Company on various
matters including:

Prohibiting actions that would cause the EIIS relief to be withdrawn, revoked or otherwise
diminished at any time within four years from the date of allotment of the Shares.
The Company will not borrow any money or pledge any of its assets as security to any party at
any time until all the Shares have been bought back.
If the Shares have not been bought back before the expiry of four years and six months from the
date of allotment of the Shares, the Nominee Company may procure a sale of the Company
and/or its assets/stock to enable the investors to realise their investment.

Exit Mechanism

There will be a Put and Call Option Agreement between the Nominee Company, the Company and
Ian McKenna. This will provide that (a) the Nominee Company may require the Company to
purchase the Shares during a certain period after 4 years from the date of first allotment of the
Shares, (b) the Nominee Company may require Ian McKenna to purchase the shares during a certain
period after the expiry of 4 years from the date of first allotment of the Shares, and (c) the Company
may require the Nominee Company to sell the Shares at during a certain period after 4 years from
the date of first allotment of the Shares.

Page 20 of 48
The Put and Call Option Agreement will provide that the price at which the Shares are purchased will
be the market value together with any accrued but unpaid dividends, subject to the Constitution of
the Company.

The Put and Call Option Agreement will provide for interest to be paid if the Shares are not
purchased before the expiry of four years and three months from the date of allotment of the
Shares. Interest at a rate of 20% per annum will be payable on the amount due from the expiry of
four years and three months from the date of first allotment of the Shares.

If the Shares have not been purchased before the expiry of four years and six months from the date
of allotment of the Shares, the Share Subscription and Shareholders Agreement will enable the
Nominee Company to procure a sale of the Company and/or its assets/stock or the wind up of the
Company to enable the investors to realise their investment.

Page 21 of 48
 9. Returns to Investors
Based on the expected market value of 120% per share after four years, the return to a top rate
taxpayer who qualifies for EIIS relief should be c. 14% before tax and c.13% after tax per annum
compounded (taking account of commission).

Price per share 1.000

Application Commission of 3.5% 0.035
Tax Relief at 30%* 0.300
Tax Relief at 10%** 0.100
Net Cost (including Application Commission) 0.635
Potential value per share after four years 1.200
Potential IRR before CGT c.14%
Potential IRR after CGT c.13%

* the 30% relief can be claimed after the company has been trading for four months

**Additional 10% relief available after four years conditional upon the Company proving that
additional employment was created and salaries were increased

The Application Commission of 3.5% is payable on application to Merrion Stockbrokers Limited

and should be added to the subscription amount

WARNING: These figures are estimates only. They are not a reliable guide to the future
performance of this investment.

WARNING: If you invest in this product, you may lose some or all of the money that you invest

WARNING: If you invest in this product, you will not have access to your money for at least four
years.

WARNING: The value of your investment may go down as well as up.

To qualify for EIIS relief, shares in a qualifying company must be retained by the investor for a
minimum period of four years. The Put and Call Option Agreement is intended to enable investors to
realise their investment four years after the date of allotment.

For the convenience of investors, it is intended that all Shares will be registered in the name of the
Nominee Company which will hold the Shares on behalf of the investors. However, investors will
retain beneficial ownership of their Shares. To facilitate this arrangement, the Nominee Company
and the investors will enter into a Deed of Authorisation and Indemnity.

Page 22 of 48
 10. Illustrative Financial Information
The following projections have been prepared by the Company for illustrative purposes only.

The company intends to raise EIIS funds in 2016 and 2017 and possibly later years to fund the
working capital required to fund the expansion of the business and create employment.

eLight Projects Ltd: Projected Cash Flow Statement ()

2016 2017 2018 2019 2020

Income
EIIS Funds 5,000,000

Project Income 1,250,000 3,333,333 3,333,333 2,083,333

Total Cash Inflow 5,000,000 1,250,000 3,333,333 3,333,333 2,083,333

Expenditure
Cost of Sales - 5,000,000

Payment to eLight DAC for - 250,000 - 250,000 - 250,000 - 250,000

services
EIIS Repayment - 6,000,000

Total Cash Outflow - - 5,250,000 - 250,000 - 250,000 - 6,250,000

Opening Cash - 5,000,000 1,000,000 4,083,333 7,166,666

Cash Inflow/outflow 5,000,000 - 4,000,000 3,083,333 3,083,333 - 4,166,667

Closing Cash 5,000,000 1,000,000 4,083,333 7,166,666 2,999,999

Source: The Directors of the Company

WARNING: These figures are estimates only. They are not a reliable guide to the future
performance of this investment.

The above projections assume that 5m of EIIS funds will be raised in the financial year to
December 2016.
The above financial projections have been prepared for illustrative purposes only and do not
constitute a forecast of the Companys operational results at the dates shown. The financial
projections should be read in conjunction with the Risk Factors Section of this Information
Memorandum.

Page 23 of 48
 11. Risk Factors
The following is a non-exhaustive list of the risks associated with an investment in unlisted securities
such as this:

EIIS Relief
Prospective investors intending to avail of relief under the EIIS should be aware that there are
certain conditions applicable to the qualifying company and the individual investor which have to be
satisfied if the tax relief is to be made available and is not to be subsequently withdrawn or reduced.

An application for Outline Approval has been made to the Revenue Commissioners. The Company is
expecting the Revenue Commissioners to express an opinion that provided certain conditions are
satisfied, subscriptions for the Shares being offered should qualify for the EIIS relief. The Directors
intend to allot the Shares before 31 December 2016 in order to enable investors to claim tax relief
for 2016.

Even if Outline Approval is received, no assurance can be given that the EIIS relief will be available or
that the relief will not subsequently be withdrawn or reduced

EIIS Investments are not currently subject to the High Earners Restrictions.

It should be noted that in order to obtain the full benefit for the 10/40ths second tranche of relief
that the investor will need to have a sufficient level of income to fully absorb the relief in the year in
which the relevant period ends.

Illustrative Financial Projections

The financial projections are based on assumptions and estimates regarding future events. They
have been prepared by and are solely the responsibility of the Company.

Careful consideration has been given to calculating the Illustrative Financial Projections contained in
this document. However, projections of future financial results are inherently subject to risk and
there is no certainty that the actual results will correspond with those projected. Prospective
investors are advised to consult their own professional advisors.

Customer Default

The Company expects to generate sufficient revenues to be in a position to repay the EIIS
investment at the end of the four year term, on the basis of contracts that it intends to implement
with its customers. If these customers default on their contracts, due to financial difficulties or other
reasons, the Company may not have sufficient cash to repay the EIIS investors.

Insufficient Business

There is always a risk in a commercial business that the company will not succeed in securing
contracts through either increased competition or lack of interest from customers or other reasons.
This would have an adverse impact on the Companys ability to purchase the shares at the end of the
term. eLight Projects Ltd has pipeline projects in place which exceed the intended investment
amount.

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Strategic Partners

The Company intends to sub-contract some of the services it provides to eLight. eLight has formed
strategic partnerships with Energia, Actavo and Philips to provide high quality, fully guaranteed
products and services to customers. If any of these partnerships should come to an end this may
impact on eLights ability to perform the relevant services. eLight has agreements in place with these
partners and has been working with these partners for a number of years and has built up a good
relationship with them.

Page 25 of 48
 12. Summary of EIIS Legislation
INCOME TAX RELIEF FOR INVESTMENT IN CORPORATE TRADES

Introduction
This section summarises the main provisions of the scheme of relief for investment in corporate
trades commonly referred to as the Employment and Investment Incentive Scheme (EIIS). This
section does not purport to be an in-depth analysis of the legislation nor does it seek to be a legal
interpretation of the legislation.

WARNING: Investors intending to proceed with this investment are strongly advised to seek
appropriate professional advice on their entitlement to the relief before making any investment.

The scheme of relief for investment in corporate trades (EIIS relief) enables qualifying individuals to
deduct the cost of their investment from their total income in the year in which the shares are
issued. The tax relief for the investment will be available to an individual at an effective rate of 30%
for the tax year ending 31st December 2016 (in strictness the relief is 30/40 of the amount
subscribed). An additional 10% tax relief may be available once a four year holding period has been
completed (in this case on or before the 31st December 2020) and one of the following conditions
has been met:

i. The qualifying Company has increased the number of employees and remuneration paid
to employees since the investment was completed, or
ii. The qualifying Company has increased its expenditure on Research & Development

The relief is granted:

to qualifying individuals;
for amounts subscribed for new eligible shares;
in qualifying companies that carry on or will carry on relevant trading activities

Qualifying Individual

A "qualifying individual" is an individual who:

is resident in the State for the tax year in respect of which he/she makes the Investment;
subscribes on his/her own behalf for eligible shares in a Qualifying Company; and is not
connected with the Company in which the investment is made at any time during a period of
two years before the issue of shares and four years after the issue of shares.

Generally speaking, an individual is connected with a Qualifying Company if the individual or an

associate of the individual:

is a partner of the Qualifying Company; or

is a director or employee of the Company or of another Company which is a partner of that
Company and is in receipt of certain payments; or
controls the Company (as defined in Section 11 of the Taxes Consolidation Act 1997);

Page 26 of 48
 is entitled to acquire more than 30% in aggregate of the issued ordinary share capital or 30%
of the aggregate of the loan capital and issued share capital or the voting power in the
Company (subject to certain relaxations for new and small companies); or
Is investing in the Company as part of an arrangement whereby a person connected with the
Company in turn invests in a separate Company with which the individual is connected.

For this purpose, an associate includes a partner and certain persons with whom the individual has
connections through a trust. A person is not connected to the Company merely because their
spouse, civil partner or other relatives are connected to it.

Certain of the conditions set out above in respect of connected parties as qualifying individuals do
not apply to an investor investing in his own Company, where the aggregate of all amounts
subscribed for the issued share capital and the loan capital do not exceed 500,000 at the time of
the investment.

Qualifying Company

A Company is a "Qualifying Company" if it is incorporated in Ireland and, during a four year period
commencing on the date on which the shares are issued or, if later, the date on which the Company
starts trading, it satisfies a number of conditions, which include the following:

it is a micro, small or medium sized enterprise within the definition set out in Annex I to
Commission Regulation (EU) No. 651/2014 of 17 June 2014;
it is an unquoted company;
it is incorporated in the State or another state of the European Economic Area (EEA States);
it is resident in the State or is resident in another EEA State and carries on business in the
State through a branch or agency;
all issued shares in the company are fully paid up;
it exists wholly for the purposes of carrying on a qualifying trade or intends to carry on a
qualifying trade or be a company whose business consists of holding shares, or making loans
to, one or more qualifying subsidiaries;
it does not control another company (except a qualifying subsidiary) and is not under the
control of another company. A qualifying subsidiary must also be carrying on a qualifying
trade or certain support activities for the parent Company or fellow subsidiaries and must be
at least 51% owned by the Company;
it is not regarded as a firm in difficulty for the purposes of the Community Guidelines on
State Aid for rescuing and restructuring firms in difficulty;
where a Company raises capital under an EIIS scheme, under EU State aid rules it will have to
reduce other State Aids available to it.
It is a company that meets the requirements of paragraphs 5 and 6 of Article 21 of
Commission Regulation (EU) No 651/2014 of 17 June 2014 (the EU General Block Exemption
Rules, discussed further below); and

Page 27 of 48
 It must qualify for a Tax Clearance Certificate at the time of making an application for an EII1
or EII 1A1 application.

EU General Block Exemption Rules (GBER)

Paragraph 5 of Article 21 of Commission Regulation (EU) No 651/2014 of 17 June 2014 provides that
qualifying companies must, at the time of raising an initial risk finance investment, be unlisted SMEs
and fulfil at least one of the following conditions:

(a) They have not been operating in any market; or

(b) They have been operating in any market for less than 7 years following their first commercial
sale; or
(c) They require an initial risk finance investment which, based on a business plan prepared
with a view to entering a new product or geographical market, is higher than 50% of their
average annual turnover in the preceding 5 years.

Paragraph 6 of Article 21 of Commission Regulation (EU) No. 651/2014 of 17 June 2014 provides that
the risk finance aid (i.e. EIIS relief) may also cover follow-on investments in qualifying companies,
including after the seven year period outlined in paragraph 5(b) above, if all of the following
conditions are satisfied:

(a) The total amount of risk finance raised by the Company is less than 15m; and
(b) The possibility of follow-on investments was foreseen in the original business plan; and
(c) The Company receiving follow-on investment finance has not become linked, within the
meaning of Article 3(3) of Annex I with another undertaking other than the financial
intermediary or the independent private investor providing EIIS risk finance, unless the new
entity also satisfies the conditions of the SME definition.

Qualifying Trade
Relevant trading activities means activities carried on in the course of a trade, of which the profits or
gains are charged to tax under Case I of Schedule D, excluding activities related to:

adventures or concerns in the nature of trade e.g once-off or speculative transactions;

dealing in commodities or futures or in shares, securities or other financial assets;
financing activities;
the provision of services, which would result in a close Company (within the meaning of
section 430 of the Taxes Consolidation Act, 1997) that provides those services being treated
as a service Company for the purposes of Section 441 Taxes Consolidation Act 1997 if that
close Company had no other source of income;
dealing in or developing land;
the occupation of woodlands within the meaning of Section 232 of the Taxes Consolidation
Act, 1997;
operating or managing hotels, guest houses, self-catering accommodation or comparable
establishments or managing property used as an hotel, guest house, self-catering
accommodation or comparable establishment, except where the operation of such
establishments is a tourist traffic undertaking as defined under the scheme;

1
EII 1 or EII 1A is the form submitted by the Company to Revenue to claim relief in respect of the eligible
shares subscribed for by the investors.

Page 28 of 48
 operations carried on in the coal industry or in the steel and shipbuilding sectors; and
the production of a film (within the meaning of Section 481 of the Taxes Consolidation Act,
1997) but including tourist traffic undertakings as defined qualify for the scheme

Eligible Shares

The relief is available only in respect of a subscription for "eligible shares". Eligible shares are new
fully paid ordinary shares which throughout the period of four years beginning with the date on
which they are issued carry no present or future preferential right to dividends, to assets on a
winding up or to be redeemed.

No relief is available to an individual in relation to eligible shares where such shares are subject to
any agreement, option or understanding which;

a. Would or could require a person to purchase or otherwise acquire the investors shares at a
price other than a price equal to the market value of the shares at the times of purchase or
acquisition; or

b. Would or could require the investor to dispose of his shares at a price other than a price
equal to the market value of the shares at the time of disposal.

The relief

Income tax relief will be granted where:

- An individual who qualifies for the relief subscribes for eligible shares in a qualifying
company,
- Those shares are issued to an individual for the purposes of raising money by a qualifying
company where that money was used, is being used or intended to be used by the qualifying
company:
o For the purposes of carrying on relevant trading activities
o In the case of a company which has not commenced to trade, in incurring
expenditure on research and development within the meaning of Section 766 TCA
1997, or
o In the case of a company that owns and operates a qualifying nursing home, for the
purposes of enlarging the capacity of the qualifying nursing home.

and

- The use of the money will contribute directly to the creation or maintenance of employment
in the company.

It is each investors individual responsibility to submit their claim for income tax relief to the
Revenue Commissioners.

EIIS income tax relief is granted to qualifying investors in two tranches.

The first tranche of relief is provided if the Company satisfies the conditions of the legislation set
out in Part 16 and Schedule 10 of the Taxes Consolidation Act 1997 as it relates to EIIS and also

Page 29 of 48
 the conditions of EU GBER (as detailed above under the Qualifying Company section). The
relief may be lost or withdrawn if the Company does not continue to satisfy the conditions of the
legislation and/or EU GBER or ceases to be engaged in a qualifying trade, as described above.

The second tranche of income tax relief is granted provided the company meets certain
conditions relating to employment levels and remuneration or expenditure on research and
development four years after the shares are issued.

Investors will bear the risk that the first tranche and/or the second tranche of EIIS income tax
relief will either not be granted or will be withdrawn as a result of the Company not qualifying
for or ceasing to meet the conditions of EIIS rules and legislation.

WARNING: The above does not constitute legal or tax advice. It is recommended that you consult
your personal financial, legal and tax advisors before investing in this product.

Limits to relief
Company limitations
The maximum EIIS investment in any one Company or its associated companies is 15,000,000
subject to a maximum of 5,000,000 in any twelve month period.

Investor limitations
The maximum amount which qualifies for relief for an individual in any tax year is 150,000. A
husband/ wife/civil partner may each obtain relief on 150,000 in a year of assessment, provided
that each has sufficient total income in his/her own right.

Where the amount invested is in excess of the maximum relief allowable in any one year, or the
maximum relief cannot be obtained because of an insufficiency of total income, the unrelieved
amount may be carried forward and relieved in later years up to, and including, 31 December 2020.

Where an investment is made in eligible shares by an individual after 15 October 2013 and before 1
January 20172 it will not be treated as a specified relief under Schedule 25B of the Taxes
Consolidation Act 1997 for the relevant years of assessment.

PROCEDURE FOR CLAIMING RELIEF

Claims for Relief

An individual claiming relief will need to show to his Inspector of Taxes that the Company in which
he has invested is a qualifying Company. The individual must support the claim with a certificate
obtained from the Company. The Company cannot issue a certificate to the individual until
permission has been granted by the Company's Inspector of Taxes. When the investment is made
and the shares are issued, Merrion will apply to the Revenue Commissioners for the relevant

2
Finance Act 2016 provides for a full removal of EIIS from the list of specified reliefs in Schedule 25B of the
Taxes Consolidation Act 1997 with effect from 1 January 2017.

Page 30 of 48
certificates required by investors to claim the first tranche of relief. Certificates will be forwarded to
investors by Merrion as soon as practical after they receive them from the Revenue Commissioners.

Relief can be claimed immediately in the case of established companies or after four months trading
in the case of new companies.

The certificates required to claim the second tranche of relief cannot be applied for until the
Company has satisfied the conditions relating to employment or research and development
described above. Merrion will apply to the Revenue Commissioners for the Certificates at the
appropriate time and will forward them to investors as soon as practicable after receiving them from
the Revenue Commissioners.

The claim must be made within two years of the end of the year of assessment to which the claim
relates. Tax relief will apply in respect of the tax year in which the shares are issued. It is each
investors responsibility to make their claim for relief to the Inspector of Taxes.

Withdrawal of Relief
Relief will be withdrawn if any of the qualifying conditions relating to the individual investor, or the
Company ceases to be satisfied within four years of the investment being made or, if later, of the
commencement of trading. There are also a number of specific anti-avoidance provisions which may
lead to a loss of relief. Following are examples of events which may cause an investor to lose relief:

the shares are disposed of within four years of issue;

the individual ceases to be a qualifying investor within four years from when the shares were
issued;
the Company ceases to qualify within four years from the date of issue of the shares (e.g.
the Company becomes a quoted Company or ceases to carry on a qualifying trade or ceases
to satisfy EU GBER);
the individual receives value from the Company within the four year period; "value" is very
widely defined and includes for instance the redemption of any share capital, the making of
a loan, providing a benefit or facility to the individual or the waiver of a liability (the receipt
of reasonable and necessary dividends does not constitute the receipt of value from the
Company);
non-qualifying individuals receive value from the company within the four year period; and
the subscription monies are in effect used to make capital repayments to some other
members of the Company during the four year period (e.g. the share capital of an existing
shareholder is redeemed).

Relief will not be given where there exists an agreement, arrangement or understanding which could
reasonably be considered to have eliminated the risk that the person owning the shares might, at or
after any time specified in or implied by that agreement, arrangement or understanding, be unable
to realise, directly or indirectly, in money or monies worth, an amount so specified or implied, other
than a distribution in respect of those shares or might not receive an amount so specified or implied
of distributions in respect of those shares.

The relief will be withdrawn for the tax year for which the relief was given and not for the year in
which the event giving rise to the withdrawal occurs. Death or any event arising after death will not

Page 31 of 48
give rise to a withdrawal of relief. Disposals between spouses will generally not result in a loss of
relief.

If a qualifying Company goes into liquidation, it will not cease to be a qualifying Company provided:
the Company is liquidated for bona fide commercial reasons; and
the Company's net assets are distributed within a defined period, usually within three years
after the commencement of the winding up.

Any amounts recovered by investors out of the liquidation will be treated as "value" received from
the Company, and the relief will be reduced by the amount recovered.

The individual, the Company or a person connected with the Company having knowledge of any
matter which will cause relief to be withdrawn is required to notify the Inspector of Taxes within 60
days. The Inspector of Taxes retains wide powers to require the provision of information. Penalties
are imposed for failure to supply information.

Disposal of Shares
If an individual disposes of any eligible shares within four years of their issue, relief in respect of
those shares is completely withdrawn where the disposal is not made at arms length. Where the
disposal is made at arms length, the relief is reduced by the amount of the consideration received. A
transfer between spouses while they are living together will not result in a withdrawal of relief.

Capital Gains Tax

The normal provisions relating to capital gains tax, including those applicable to unquoted
companies, will apply in regard to investments under the EIIS scheme. The envisaged exit
mechanism is that the company or an associated person will purchase the shares from the EIIS
investors. From a tax perspective, on a repurchase or redemption of the shares by the company, any
payment for shares over and above the amount which the company received for a subscription of
shares is treated as a distribution and subject to income tax for the investor at their marginal rate of
tax. However, if certain conditions are met, the investor may avail of Capital Gains Tax treatment on
the share redemption.

It may also be possible to structure the exit as a disposal of shares to a third party company or
associated person. A gain arising on a disposal of Shares to a third party is liable to capital gains tax
(CGT). For the purposes of computing an individual's liability to CGT, the purchase price of the shares
will be considered to be the cost before deduction of the tax relief. The disposal or redemption of
the shares will not qualify for the relief commonly known as entrepreneurs relief and the standard
rate of CGT will apply, currently 33%.

Where a loss arises on a disposal of the shares and CGT treatment applies, the legislation requires
that the amount paid for the shares on which EIIS relief was granted is to be deducted from the
capital loss in arriving at the allowable capital loss. Consequently, loss relief does not generally arise
on an EIIS investment if the income tax relief has not been withdrawn. If the original EIIS relief is
reduced by any subsequent withdrawal of the relief, then only the EIIS relief finally obtained need be
applied to reduce the capital loss.

Page 32 of 48
Investors are responsible for preparing and submitting their own CGT returns in respect of a disposal
of the eligible shares.

Anti-Avoidance
There are a number of anti-avoidance provisions which have been outlined above, particularly under
the section dealing with a withdrawal of relief. There is also a general provision that an individual is
not entitled to relief unless the shares are subscribed for and issued for bona fide commercial
purposes, and not as part of a scheme of arrangement the main purpose, or one of the main
purposes of which, is the avoidance of tax.

WARNING: The above does not constitute legal or tax advice. It is recommended that you consult
your personal financial, legal and tax advisors before investing in this product.

Page 33 of 48
 13. General Information

Documents available for Inspection

Copies of the following documents are available for inspection at Merrion Stockbrokers Ltd, 2nd
Floor, Guild House, Guild Street, IFSC, Dublin 1 or Merrion Stockbrokers Limited, Tellengana Lodge,
Blackrock Road, Cork during normal business hours, until the closing date:

1. Constitution of the Company

2. Put and Call Option Agreement
3. Subscription and Shareholders Agreement

Checklist for Application by Individuals

a) Complete Investment Application Form
b) Complete Deed of Authorisation and Indemnity
c) Make cheques payable to Merrion Stockbrokers Limited
d) Cheque to include investment amount plus application commission of 3.5% which is payable
to Merrion Stockbrokers Limited
e) Cross the cheque not negotiable

If you are not already a client of Merrion Stockbrokers Limited, please also provide the following:
a) Completed Merrion New Client Application Form
b) Sight of original passport and two recent household bills. Where copy documentation is
supplied, a lawyer, accountant, Garda or banker must certify such copies.

Page 34 of 48
 14. Application Form

Offer for subscription of up to _________ A Ordinary Shares of 1.00 each in eLight Projects Ltd,
payable in full on application on or before 15 December 2016.

*Number of shares applied for: _______________________________________________

Amount enclosed :______________________________________________(including application

commission of 3.5% payable to Merrion Stockbrokers Limited)

Cheque payable to Merrion Stockbrokers Limited.

Declarations:

Please confirm by ticking:

I confirm that I have read and understood this application form and that I am fully aware of
the risks entailed in investing in the Company.

I confirm that I wish to apply for the number of shares set out above and I hereby undertake
and agree to accept same upon the terms of the Investor Memorandum, dated November
2016 (the Memorandum) and this application form, duly completed by me and subject to
the Constitution of the Company.

I confirm that I enclose a cheque made payable to Merrion Stockbrokers Limited for the
above mentioned sum, being the amount payable in full on application for the stated
number of A Ordinary Shares together with application commission of 3.5%. I agree to
accept the same or any lesser number of A Ordinary Shares in respect of which the
application may be accepted (the Shares).

I confirm that I agree that this application shall be irrevocable and that confirmation of the
Shares allotted to me (if any) and/or a cheque for any refund of monies may be posted to
me at my risk to the address shown on the Application Form.

I confirm and acknowledge that no representation as to the accuracy or completeness of any

information contained in the Memorandum or as to the availability of any tax relief or
advantage is made or deemed to be made by Merrion Stockbrokers Limited, its other agents
or advisors. I acknowledge that the placing may not proceed and, in such event, I
acknowledge that I have no claim against any party.

I confirm and accept that my shareholding will he held through the Nominee Company, on
my behalf, pursuant to the Deed of Authorisation and Indemnity enclosed herewith.

Page 35 of 48
USE BLOCK CAPITALS

First Name: ___________________________________________ (Mr/Mrs/Miss/Ms)

Surname: _________________________________________________

Address in full ____________________________________________________________

____________________________________________________________

Email: _____________________________________________

PPS No/Revenue Social

Insurance No. _______________________ Tax District:_______________________

Tel No. (Home) ________________________ (Mobile) __________________________

Signature: __________________________ Date: ____________________________

* The minimum subscription is for 25,000 (25,000 A Ordinary Shares at a total price of 1.00 per
share) payable on application at a total cost of 25,875 (including application fee), and applications
must be in multiples of 1,000 shares thereafter.

* All applications will be served on a first-come first-served basis.

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 15. Deed of Authorisation and Indemnity
DEED OF AUTHORISATION AND INDEMNITY

RELATING TO E-LIGHT PROJECTS LTD

THIS DEED is made on ______________________ 2016

BETWEEN

(1) ________________________________ of __________________________________

Investor Name Investor Address

(the Beneficiary);

(2) MERRION STOCKBROKERS NOMINEE LIMITED, a company incorporated under the laws of
Ireland (registration number 310224) having its registered office at 2nd Floor, Guild House,
Guild Street, IFSC, Dublin 1 (the Nominee).

BACKGROUND

(A) The Company (as defined below) has created the Shares (as defined below).

(B) The Beneficiary wishes to subscribe for that number of Shares as is set out in the Schedule.

(C) The Beneficiary wishes to appoint the Nominee to hold the Investor Securities (as defined
below) in its name and on behalf of the Beneficiary upon the terms and subject to the
conditions of this Deed.

NOW IT IS AGREED as follows:

1. INTERPRETATION

1.1 In this Deed (including in the Background section):

Board means the board of directors of the Company for the time being and from time to
time;

Business Day means a day (other than a Saturday or Sunday) on which clearing banks are
generally open for business in Ireland;

Company means eLight Projects Ltd, a company incorporated under the laws of Ireland
with registered number 578542 having its registered office at 1-3 The Green, Malahide, Co.
Dublin;

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 Derivative Rights means any dividends and other distributions paid or payable after the
date hereof on all or any of the Investor Securities and all stocks, shares, securities (and the
dividends or interest thereon), rights, money or property accruing or offered at any time by
way of redemption, bonus, preference, option rights or otherwise to or in respect of any of
the Investor Securities;

Director means any director of the Company from time to time;

Encumbrance includes any interest or equity of any person (including, without prejudice
to the generality of the foregoing, any right to acquire, option or right of pre-emption) or
any mortgage, pledge, lien or assignment or any other encumbrance, priority or security
interest or arrangement of whatsoever nature over or in the relevant property;

Information Memorandum means the document entitled E-Light Projects Ltd Private
Placing Memorandum Under the Employment and Investment Incentive Scheme (EIIS)
November 2016;

Investor means any person on whose behalf the Nominee holds Shares from time to time;

Investor Majority means Investors who for the time being and from time to time are the
beneficial owners of not less than 51% (in nominal value) of the Shares;

Investor Securities means the Shares issued by the Company shown in the Schedule and
registered in the name of the Nominee;

Option Agreement means the put and call option agreement between (1) the Nominee;
(2) the Parties Named in Schedule 1 thereto; and (3) the Company;

Shares means the A ordinary shares of 1.00 each in the capital of the Company;

Subscription Agreement means the share subscription and shareholders agreement

relating to the Investor Securities between (1) the Parties Named in Part 1 of Schedule 1
thereto, (2) the Nominee; and (3) the Company;

Transaction Documents has the meaning give to in Clause 2.5 (transaction documents);
and

Warranties has the meaning given to it in the Subscription Agreement.

1.2 Construction: In this Deed, unless the contrary intention is stated, a reference to:

(a) a person includes that persons legal personal representatives, successors and
permitted assigns;

(b) either gender includes the other and the neuter, and vice versa;

(c) including means comprising, but not by way of limitation to any class, list or
category;

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 (d) any agreement, document or instrument is to the same as amended, novated,
modified, supplemented or replaced from time to time.

1.3 Headings: Headings and captions are to be ignored in the construction of this Deed.

2. DECLARATION OF TRUST AND APPOINTMENT

2.1 Subscription: The Beneficiary hereby confirms his or her subscription for the Investor
Securities and directs the Nominee to hold the same, together with all Derivative Rights or
benefits relating thereto, upon trust for the Beneficiary.

2.2 Declaration: The Nominee acknowledges and declares to the Beneficiary that it holds and
shall hold:

(a) the Investor Securities;

(b) all Derivative Rights in respect thereof; and

(c) all money and other assets received by the Nominee in consideration of any sale,
transfer, exchange or other disposition of the Investor Securities or Derivative Rights
or any of them from time to time;

in trust for and, as nominee of, the Beneficiary, upon the terms of this Deed, and the
Nominee further acknowledges that it has no beneficial right, title or interest in or to the
Investor Securities or the Derivative Rights or the money or assets described in Clause 2.2(c).

2.3 Proceeds Received: The Nominee shall promptly notify the Beneficiary in writing of any
Derivative Rights or any money or other assets described in Clause 2.2(c) received by the
Nominee from time to time, and all such Derivative Rights, money and other assets shall, to
the extent actually received by Nominee, and to the extent of the Beneficiarys interest
therein, be dealt with by the Nominee in accordance with the directions of the Beneficiary
provided that if such assets comprise shares or other securities, they shall be treated as
Investor Securities and held by the Nominee for the Beneficiary as Investor Securities upon
the terms of this Deed.

2.4 Appointment of Nominee: While this Deed remains in force, the Nominee is hereby
irrevocably authorised in its absolute discretion and without the prior consent of the
Beneficiary:

(a) to receive and collect all income with respect to the Investor Securities;

(b) whenever notification of a right or entitlement is received in respect of any Investor

Securities resulting from a Derivative Right (including a bonus issue, dividend or
share split), the Nominee is entitled to exercise such right or entitlement in its
absolute discretion as if it were the beneficial owner of the Investor Securities;

(c) to execute in the name of the Beneficiary, whenever the Nominee deems it
appropriate, such ownership certificates and other documents as may be required

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 to obtain the payment of any Derivative Right from, or with respect to, the Investor
Securities;

(d) to approve, complete, or otherwise sign or execute any requisition of any meeting,
consent to short notice or proxy;

(e) to vote as it deems fit and as it shall determine to be in the collective best interests
of all of the Investors on any shareholder resolution of the Company and to execute
any shareholder resolution or members resolution in writing and, without prejudice
to the generality of the foregoing, such authorisation shall include voting in respect
of the appointment or removal of Directors and auditors to the Company and voting
on resolutions at any annual general meetings thereof and to attend, participate in
and direct the exercise of any such voting rights at any general meeting, class
meeting or other meeting at which such rights are capable of being exercised;

(f) to appoint such Directors to the Board as it deems fit;

(g) to consent to the Company issuing further shares, creating any new class of shares
or varying the rights attached to any class of shares;

(h) to give its consent to any of the matters set out in the Subscription Agreement
requiring the Nominees consent;

(i) to agree to the conversion of any Investor Securities into any class of shares in the
Company and in connection therewith to do all necessary acts and things and
execute any necessary documents and in particular to grant a power of attorney in
favour of any Director to do all such necessary acts and things and execute any
necessary documents in the event of any neglect or default in the Nominee so doing
or to give any undertaking to the Company to comply with any request by the
Company in connection with the conversion of the Investor Securities concerned;

(j) to sell, transfer, exchange or otherwise dispose of the legal and beneficial interest in
any Investor Securities, to negotiate and enter into any agreement (whether
conditional or otherwise) for the purposes of the sale, transfer, exchange or other
disposal of the legal and beneficial interest in any Investor Securities, to receive or
authorise the receipt of the consideration for such a sale or disposition and to
negotiate, execute and deliver any transfer, renunciation or other document as the
Nominee may consider necessary or desirable for selling, transferring, exchanging or
otherwise disposing of those Investor Securities or any interest therein or arising
therefrom; and

(k) to permit the extension of any time periods for the making of a distribution or
repayment of the Investor Securities requested by the Company;

(l) to agree arrangements with any other investor or covenantors or any nominee
company acting on their behalf.

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 and, as security for its obligations under the foregoing, the Beneficiary irrevocably and
unconditionally appoints the Nominee as its attorney with authority (subject to Clause 2.3
(proceeds received)) on behalf of the Beneficiary and in his/her name or otherwise to
exercise the foregoing rights, powers and privileges attaching to the Investor Securities and
in that regard, to do all such acts and things and to execute all such deeds and documents as
the Nominee shall consider necessary or desirable. The Beneficiary undertakes to ratify and
confirm any act, thing, deed or document that the Nominee as attorney shall do or lawfully
cause to be done by virtue of this power of attorney.

2.5 Acknowledgement by the Beneficiary: The Beneficiary agrees and acknowledges that the
terms and conditions applicable to the acquisition and holding of the Investor Securities by
the Nominee on his/her behalf are as set out in the following:

(a) this Deed;

(b) the Companys constitution;

(c) the Subscription Agreement; and

(d) the Option Agreement;

(together, the Transaction Documents).

2.6 Transaction Documents: The Beneficiary hereby irrevocably and unconditionally authorises
the Nominee in its absolute discretion and without the prior consent of the Beneficiary to
negotiate and agree the terms of, enter into each of the Transaction Documents on behalf of
the Beneficiary where required, agree to any amendment or variation of the same and to
exercise all rights and obligations under the Transaction Documents on behalf of the
Beneficiary.

2.7 Power Of Attorney:

(a) The Beneficiary by executing this Deed irrevocably and unconditionally appoints the
Nominee and / or any director thereof as the attorney of the Beneficiary with power
in the name or on behalf of, and as the act and deed or otherwise of, the
Beneficiary:

(i) to enter into each of the Transaction Documents;

(ii) to agree to any amendment or variation of the Transaction Documents;

(iii) to exercise all rights and obligations under the Transaction Documents;

(iv) to complete, amend, execute and deliver and otherwise perfect any
agreement, assurance, deed, instrument or document comprised by or
referred to in the Transaction Documents or any of them; and

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 (v) to do and execute each necessary act, document and thing as may be required
to implement any of the Transaction Documents.

(b) The Beneficiary undertakes to ratify and confirm any act, thing, deed or document
that any attorney shall do or lawfully cause to be done by virtue of this power of
attorney.

2.8 Conversion: Any shares in the capital of the Company which are derived from a conversion
or re-designation of the Investor Securities shall be deemed to be Investor Securities held by
the Nominee for the Beneficiary as Investor Securities upon the terms of this Deed.

3. INVESTOR CONSULTATION

3.1 Consultation: Nothing in this Deed (whether in Clause 2 (declaration of trust and
appointment) or otherwise) shall prevent or preclude the Nominee in its absolute discretion
from consulting with Investors with regard to decisions to be made relating to their interest
in the Company and from subsequently acting in accordance with any decision of an Investor
Majority. The Nominee shall take into account any representations made by the Investors
but shall not be obliged to give effect to those representations.

4. DISPOSALS OF INTEREST

4.1 Transfer by Nominee: The Beneficiary irrevocably agrees and acknowledges that the
Nominees ability to transfer the Investor Securities is restricted by the Companys
constitution.

4.2 Restriction on Transfer: Save pursuant to the Option Agreement, the Beneficiary shall not,
without the prior written consent of the Nominee, dispose of any interest in, or right
attaching to, or renounce or assign any right to receive or to subscribe for, any Investor
Securities, or create or permit to exist any charge, lien, Encumbrance or trust over any
Investor Securities or agree (whether subject to any condition precedent, condition
subsequent or otherwise) to do any of the foregoing things and any purported doing of any
of the foregoing that is so expressly prohibited shall be void in all respects. If the Beneficiary
obtains such consent as aforesaid, it shall be a pre-condition to the acquisition by a third
party of the interest of the Beneficiary in the Investor Securities that the third party
concerned and the Nominee have entered into a deed of authorisation and indemnity with
respect to such interest on like terms to those set out in this Deed.

4.3 Restriction on Transmission: The death, bankruptcy or insolvency or analogous proceedings

relating to the Beneficiary or, subject to Clause 6 (term and termination), the disposal by the
Beneficiary of his/her interest in the Investor Securities shall not operate to terminate this
Deed in any manner whatsoever. All the limitations, restrictions and provisions of this Deed
relating to the right to transfer, and the registration of transfers of Investor Securities, shall
be applicable to the transmission of Investor Securities in the event of the death or
bankruptcy or insolvency or analogous proceedings of the Beneficiary.

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5. PROTECTION OF THE NOMINEE

5.1 Information Memorandum: The Beneficiary irrevocably agrees and acknowledges that he
has received and reviewed a copy of the Information Memorandum and has considered the
section therein entitled risk factors.

5.2 Entire Agreement: The Beneficiary irrevocably agrees and acknowledges that save as set out
in this Deed and the Warranties, he/she has not relied on any warranty, assurance,
representation, undertaking, covenant, understanding or other information (whether oral or
written) with regard to his investment in the Investor Securities, including without limitation
the contents of the Information Memorandum. The express terms of this Deed constitute
the sole and entire agreement between the parties in relation to the Investor Securities and
supersede all prior written and oral arrangements, understandings, representations,
warranties and agreements between them in that regard (if any).

5.3 No Duty to Invest Proceeds: The Nominee shall have no obligation to pay interest on, or to
invest, any money or other assets described in Clauses 2.2(b) and 2.2(c) received by the
Nominee from time to time.

5.4 Force Majeure: The Nominee shall not incur any liability for not performing any act or
fulfilling any duty, obligation or responsibility hereunder by reason of any event or
occurrence beyond its control.

5.5 Advisers: The Nominee may engage any lawyer, broker, accountant or other adviser to
advise it or represent it or both in connection with this Deed or its role as nominee or any
matter or thing contemplated by it. The Nominee may, in relation to its role as nominee,
this Deed and the matters and things contemplated by it, rely upon the advice or the opinion
(whether or not addressed to it or them) of any lawyer, broker, accountant or other adviser,
and shall not be liable for any loss occasioned thereby.

5.6 Reliance on Information: The Nominee may rely upon, and shall be protected in acting or
refraining from acting upon, any written notice, instruction or request furnished to it
hereunder and believed by it to be genuine and to have been signed or presented by the
proper party or parties. In no event shall the Nominee be liable in acting upon any signature,
instrument, notice, resolution, request, certificate, opinion or other document believed by it
to be genuine and believed by it to be signed by the proper party or parties. As to any fact or
matter in relation to any person, the Nominee may for all purposes conclusively rely on a
certificate signed by or on behalf of the person concerned, and such certificate shall
constitute full protection to the Nominee for any action taken or omitted to be taken by it or
them in reliance in good faith thereon.

5.7 Liability Excluded: The Nominee shall not be responsible, chargeable or liable in any
manner, or in respect of any claim, demand, loss or cost suffered or incurred by the
Beneficiary arising directly or indirectly out of or in connection with any of:

(a) any loss or depreciation in the value of the Company or of any of the money or other
assets described in Clause 2.2 (declaration);

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 (b) any delay which may occur from whatever cause in any transaction concerning the
Investor Securities or any of the Derivative Rights, money or other assets described
in Clause 2.2 (declaration);

(c) the consequences of any mistake, whether by act or omission, made in good faith;

(d) the default, negligence or fraud of any agent engaged by the Nominee in good faith
(whether or not the engagement of that agent was necessary or expedient); or

(e) any other matter or thing whatsoever, except fraud, wilful default or gross
negligence on the part of the Nominee.

5.8 Indemnity: The Beneficiary agrees to indemnify the Nominee, its directors, officers,
employees and agents and to keep the Nominee indemnified upon demand from time to
time from and against all Losses, except for any Losses arising from the fraud, wilful default
or gross negligence of the Nominee, which may be suffered or incurred by the Nominee, its
directors, officers, employees and agents arising directly or indirectly out of or in connection
with any act or omission carried out or made by the Nominee under or in any way connected
with this Deed whether pursuant to a decision of an Investor Majority or otherwise.

6. TERM AND TERMINATION

6.1 Term: Subject to Clause 6.2, this Deed shall remain in force for so long as the Beneficiary is
the beneficial owner of any Investor Securities. Upon the Beneficiary ceasing to be the
beneficial owner of the Investor Securities, provided always that the provisions of Clause 4.2
(restriction on transfer) of this Deed have been complied with, this Deed shall automatically
terminate with no liability of the Nominee to the Beneficiary other than pursuant to Clause
2.2 (declaration).

6.2 Termination by Beneficiary: The Beneficiary may terminate this Deed at any time after the
fifth anniversary of the issue of the Investor Securities upon 30 days prior written notice to
the Nominee.

6.3 Consequences of Termination: Upon the termination of this Agreement pursuant to Clause
6.1 or 6.2:

(a) the Nominee shall, as soon as reasonably practicable, execute all documents, and do
all other things, as may be necessary to effect the transfer of the registered
ownership of the Investor Securities to the Beneficiary; and

(b) the Nominee shall have no liability to the Beneficiary other than pursuant to Clause
2.2 (declaration).

6.4 No Termination by Beneficiary: Save as expressly permitted by this Clause 6, the Beneficiary
may not terminate this Deed.

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6.5 Survival of Obligations: The provisions of Clauses 1 (interpretation), 5 (protection of
nominee), 6.1 (term), 6.3 (consequences of termination), 6.6 (accrued rights), 7 (notice and
communications), 8 (general) and this Clause 6.5 shall survive the termination this Deed
however it arises, and shall continue to bind the parties or the relevant party (as applicable)
without limit in time.

6.6 Accrued Rights: Termination of this Deed shall not affect any rights of the parties accrued up
to the date of termination.

7. NOTICE AND COMMUNICATIONS

Any notices or other communications required or permitted to be given under this Deed
shall be in writing and shall be delivered to the intended recipients address as specified
above or to such other address as either party may notify to the other from time to time in
accordance with this clause. Any notice shall be treated as having been served on delivery if
delivered by hand and 2 Business Days after posting if sent by pre-paid post. A notice or
other communication under this Deed shall not be valid if sent by e-mail or by facsimile.

8. GENERAL

8.1 Severability: If the whole or any part of a provision of this Deed is or becomes illegal, invalid
or unenforceable, that will not affect the legality, validity or enforceability of the remainder
of the provision in question or any other provision of this Deed.

8.2 Beneficiary Warranty: The Beneficiary hereby warrants that he or she is empowered to
enter into this Deed and to enter into all instruments required or contemplated pursuant to
the provisions of this Deed and (subject to the provisions of this Deed) to give effect to each
and all of his or her obligations undertaken or to be undertaken in or pursuant to this Deed
or in or pursuant to such instrument.

8.3 Binding on Successors: This Deed and all of its provisions shall be binding upon and inure to
the benefit of the parties and their respective heirs, executors, administrators, successors
and permitted assigns.

8.4 Further Assurance: The Beneficiary shall do and execute, or arrange for the doing and
executing of, each necessary act, document and thing as may be reasonably requested of
him/her by the Nominee to implement this Deed.

8.5 Assignment: The Beneficiary may not assign any of his/her rights or obligations under this
Deed save that the Beneficiary may assign the benefit of any provision of this Deed to any
person to whom he/she transfers his/her interest in the Investor Securities under and in
accordance with this Deed.

8.6 Counterparts: This Deed may be executed in two or more counterparts, each of which shall
be deemed to be an original, but all of which together shall constitute one and the same
instrument.

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8.7 Law: This Deed and any non-contractual obligations arising under it shall be governed by,
and construed in accordance with, the laws of Ireland.

8.8 Arbitration: If any dispute, question or difference arises between the parties out of or in
connection with this Deed then either party may give notice to the other party requiring the
dispute or difference concerned to be referred to arbitration, whereupon the dispute or
difference concerned shall be, and is hereby, referred to the arbitration of a person to be
agreed upon by the parties or, in default of agreement, appointed by the President for the
time being of the Law Society of Ireland upon the application of either party, or in the event
of his being unwilling or unable to do so, by the next senior officer of the Law Society of
Ireland who is willing and able to make the appointment. The provisions of this Clause with
regard to the appointment of the arbitrator shall apply also to the appointment (whether by
agreement or otherwise) of any replacement arbitrator where the original arbitrator (or any
replacement) has been removed by order of the High Court, or refuses to act, or is incapable
of acting, or dies. Every such arbitration shall be subject to the provisions of the Arbitration
Act 2010.

8.9 Waivers, Rights Cumulative: Each of the rights of each party under this Deed may be
exercised as often as is necessary, is cumulative and not exclusive of any other rights which
that party may have under this Deed, law or otherwise; and may be waived only in writing
and specifically. Delay by a party in exercising, or the non-exercise by a party of, any such
right will not constitute a waiver of that right.

8.10 Amendments: Any amendment to this Deed must be in writing and duly signed for and on
behalf of each of the parties to this Deed.

IN WITNESS OF WHICH, this Deed has been duly executed and delivered as a deed on the date first
above written.

SIGNED AND DELIVERED as a DEED

by . .
INVESTOR NAME Signature Date

in the presence of:

. . .
Witness Name Signature Date

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GIVEN under the COMMON SEAL of

MERRION STOCKBROKERS NOMINEE LIMITED

and delivered as a DEED

Director

Director/Secretary

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 SCHEDULE

INVESTOR SECURITIES

Description of Investor Amount which the Number which the Beneficiary

Security Beneficiary wishes to wishes to subscribe for
invest

Shares

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