3.1. Definitions

“The Club”: The private investment club offering from Host Capital Private Markets Limited.

“Services”: Investment introductory, deal sourcing, due diligence, execution support, reporting, and related services described herein.

“Fees”: The charges payable by Members to the Club for Services, including management, performance, and any other fees described.

“Investment Opportunities”: Private equity or private market opportunities presented by the Club.

“Conflicts of Interest”: Situations where the Club’s interests may conflict with those of a Member.

“Member(s)”: An individual who is admitted membership of the Host Capital Private Markets Limited investment club under these terms.

3.2. About Host Capital Private Markets Limited

Host Capital Private Markets Limited (HCPML) registered address is 12 Old Bond Street Mayfair, London, W1S 4PW UK. HCPML is the promoter of the trading name Host Capital Private Markets Investment Club (herein “The Club”). HCPML is an appointed representative of Enterprise Investment Partners LLP which is authorised and regulated by the Financial Conduct Authority (“FCA”) under firm reference number 604439. HCPML’s FCA firm reference number is 1044705.

3.3. Application for Club Membership — not Club Investment

This application form is to apply for membership of the Club. It is NOT an investment application. The investment application is completed separately by each participating Member and will apply for each investment opportunity in which the Club Member wishes to participate.

3.4. Scope of Services

The Club shall provide:

• Sourcing and screening of private investment opportunities.

• Due diligence support (to the extent described in this Agreement).

• Facilitation of investment commitments and capital calls.

• Ongoing portfolio reporting, including performance analytics and material updates.

• Compliance and regulatory disclosures applicable to the Club’s operations.

• Investor education and communications (as described in Member communications).

• The Club may, from time to time, engage third-party service providers. The Club remains responsible for oversight and ensuring reasonable standards of care.

The Club shall NOT :

• Provide personal recommendations

• Provide investment advice

• Give personal tax advice

If you are uncertain in any aspect, please seek independent professional advice.

3.5. Club Member Obligations

• The Club does not charge a subscription or annual management fee nor does it seek a financial commitment from its Members. The Club’s model depends on Club Member’s investing from time to time in opportunities arising. Accordingly, the Club relies on the goodwill of its Members to proactively review any investment opportunity introduced and to make their own decision whether or not to support any particular investment. The Club will answer Member questions but if the Member is in any way uncertain, they must seek the relevant professional advice before proceeding.

• The Club Member authorises and shall rely upon the Club Investment Advisory Committee to oversee each Club investment and shall allow it to execute on the Club Member’s behalf any corporate action arising.

• Any Club Member participating in a Club investment remains fully liable for any tax liability arising from their participation in any Club investment. Club Members must declare and settle any personal tax liabilities arising.

3.6. Investment Strategy and Policy

• The Club shall outline its investment strategy, target sectors, geographic focus, and risk disclosures in Schedule A.

• Investments may carry substantial risk, including illiquidity, capital loss, and lack of market price transparency.

• Members acknowledge and accept that past performance is not indicative of future results.

3.7. Membership Eligibility and Admission

• Eligibility criteria, application process, minimum commitment, and any accreditation or suitability requirements are described in Schedule B.

• The Club reserves the right to refuse admission or to terminate Membership in accordance with these Terms and applicable law.

3.8. Fees and Charging Policy

• The Club charges Fees as set out in Schedule C, which may include:

• Due Diligence Fee: A single fee calculated as a percentage of the amount of each Member’s investment.

• Performance Fee (Carried Interest): A share of profits from investments, subject to high-water marks, hurdles, or other provisions as described.

• Fee calculations, payment timing, and invoicing procedures are described in Schedule C.

• Fees may be subject to reductions, waivers, or clawback provisions as described in Schedule C or other policies.

• Fees are exclusive of taxes, levies, and duties, which shall be payable by the Member where applicable.

3.9. Capital Commitments and Capital Calls

• Members who have indicated a willingness to invest shall commit capital in the amounts and at the times specified by the Club for each investment opportunity.

• Capital calls shall be delivered in writing with reasonable notice and shall include payment instructions.

Failure to satisfy a capital call may result in penalties, dilution, or termination of Membership.

3.10. Conflicts of Interest

• The Club maintains a Conflicts of Interest policy and shall disclose any material conflicts to Club Members. Where a conflict arises, the matter shall be escalated to the Club’s Investment Advisory Committee for consideration, management and disclosure. Members are expected to declare to the Club any Conflict of Interest with the Club, the investment policy and/or investment.

• Members acknowledge that the Club may earn Fees from both management and transaction activities related to various opportunities, subject to disclosure and regulatory compliance.

3.11. Compliance, Ethics, and Regulatory

• The Club will conduct its activities in compliance with all applicable laws and regulations but specifically under the rules & regulations of the Financial Conduct Authority.

• Members are expected to comply with all applicable anti-money laundering and sanctions requirements.

• The Club shall maintain appropriate data protection and privacy practices.

3.12. Risk Disclosure and Warnings

• Investments in private markets are generally illiquid and may involve substantial risk, including loss of capital.

• Communications and information provided by the Club are for informational purposes only and do not constitute investment advice or a recommendation to buy or sell any investment.

• Members should conduct their own due diligence and seek independent professional advice.

3.13. Confidentiality

• All non-public information exchanged between the Club and Members shall be treated as confidential, subject to applicable law.

• Members may not disclose material non-public information about opportunities to third parties without the Club’s prior written consent.

• Members must not contact Investee companies directly without the written permission of the Club.

3.14. Termination and Exit

• Membership may be terminated by either the Club or the Member at any time and with immediate effect upon receipt of written notice. Upon termination, any outstanding Fees as described in paragraph 3.6. and/or obligations under this application shall be settled by the Member within 14 business days of formal request by the Club.

3.15. Representations and Warranties

• Members represent that they have the authority to enter these Terms and that their investment activities comply with applicable laws.

• The Club represents that it will perform Services with reasonable care and skill consistent with industry standards.

3.16. Indemnities and Limitation of Liability

• Each party shall indemnify the other for breaches of these Terms caused by the indemnifying party’s actions or omissions.

• The Club’s liability to Members shall be limited to the maximum extent permitted by law and may exclude certain types of damages.

3.17. Data Protection

The Club will process Member data in accordance with applicable data protection laws and its privacy policy.

3.18. Communications and Notices

All notices and communications may be sent electronically to the addresses provided by Members.

3.19. Governing Law & Jurisdiction

This Application and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.