Mayfair House, 124 New Bond Street , London W1S 1DX Tel . 020 3551 2645 www.capita lcarboncredi ts .com

CAPITAL Carbon Credits

The carbon industry is the fastest growing commodities market – increasing by 33% in 2010 alone*

**If your land does not generate carbon credits within three years of your investment and subject to the terms and conditions.

FULL MONEY BACKGUARANTEE! **

At Capital Carbon Credits, we aim to generate

significant returns from an outstanding opportunity

to invest in rainforest land designed to generate carbon

credits – and help to defend against increasing greenhouse

gas emissions.

• Low risk ethical investment

• Carbon credit potential generated through Reducing

Emissions from Deforestation and Forest Degradation

in Developing Countries (REDD)

• Project monitored by a third-party auditor

• You help protect rainforest

• Designed to generate carbon credits that can

be traded

• Full money back guarantee if your land is not granted

accreditation for the issue of carbon credits*

• Carbon credits can be sold on the Voluntary CarbonMarket – a liquid and expanding marketplace

• Help offset your personal carbon footprint

• Minimum investment £5,000 – 4 hectares (10 acres)

of land including £300 accreditation fee per hectare*

• Target return in excess of 50% within 36 months

• You own the carbon credits generated from your

allocated plot

• 50,000 hectare project in Western Africa

* This is only payable if you elect to have your rainforest landaccreditated for you by the Company’s accreditation specialist

Key Parties & Advisors

UK Lawyer - AdvisorsEdwin Coe LLP2 Stone BuildingsLincoln’s InnLondonWC2A 3TH

Sierra Leone LawyerSerry-Kamalaco14 Lightfoot Boston St.Freetown Sierra Leone

Capital Carbon CreditsMayfair House124 New Bond StreetLondonW1S 1DX

Project Developer/Accreditation SpecialistsClimate Care Global Limited88 Wood StreetLondonEC2B 7RS

Receiving AgentCapital Secretarial LimitedSophia HouseThird Floor76-80 City RoadLondonEC1Y 2BJ

introduction

CAPITAL Carbon Credits, Tel: 020 3551 2645, Email: info@capitalcarboncredits.com, Web: www.capitalcarboncredits.com

2

CAPITAL Carbon Credits

Rainforest is perfect land for conservation since it is

extremely valuable ecologically and highly efficient

at absorbing carbon dioxide and releasing oxygen into the

atmosphere. This is opposite to the way in which we

breathe, but it also means trees help to absorb some of

the pollution that is produced by industry and corporations

around the world. As industry has increased, so have

emissions and we are now at a stage where it is imperative

that we try to regain the natural balance. Whether we work

or not, we each have our own personal carbon footprint

that is influenced by the transport we use, the food that

we eat and the way in which we live.

As a result, governments around the world are coalescing

into a consistent view that the excess carbon emissions

must be offset in some way. This investment opportunity

allows you to contribute by avoiding the deforestation of

land, and retaining the trees on it.

Carbon credits are therefore all about balance. If an

individual or a corporation is causing a level of carbon

emissions that is either too high or does not tally with

their ethical outlook, it is possible for them to offset their

emissions and neutralise their carbon footprint. Carbon

credits are in effect currency that allows companies or

individuals to pay to remove their excess carbon dioxide

from the air.

why we need rainforest

3

4

When you invest with us, you are investing in a key

rainforest region – Sierra Leone. We consider Sierra

Leone to offer exemplary access to potential carbon credit

generation. We anticipate that all plots will be of

equivalent potential and ability in the generation of

carbon credits. Plots are sold by way of 4 hectares (10

acres) sub-leases over the land for a term of 45 years. Once

80% of the total leased area has been sub-leased, the

individual plots will be legally registered; this has no

impact on the granting of the Carbon Credits.

Climate exchangeOur appointed carbon accreditation partner is Climate Care.

Climate Care is the leading project developer in sourcing

and developing Certified Emission Reduction (CER) projects

credits through the Clean Development Mechanism (CDM)

applied to emission reduction projects in developing

countries which deliver real and measurable emission

reductions. Climate Care is our appointed accreditation

specialist, however you retain the option of appointing

your own carbon credit accreditation specialist. Once the

accreditation and auditing process is complete, you will

be allocated the total number of carbon credits related to

your plots.

Carbon credits are traded on unrelated international

environmental trading platforms. A European emissions

trading scheme known as the European Union Emission

Trading System (EU ETS) is one of the largest global carbon

credit trading schemes. Under the EU ETS, companies that

emit large amounts of carbon dioxide must oversee and

report on their emissions levels.

African rainforest

5

African rainforest

Our 50,000 hectares bordering the Gola Forest is a

highly significant rainforest area of Sierra Leone. The

region is a rich conservation site and has prime rainforest

flora and fauna. The land we have for investment is located

near the border with Liberia, and is lowland rain forest in

Sierra Leone. The bordering Gola Forest

(www.golarainforest.org) is internationally recognised as

an important area to preserve from deforestation, and also

home to a diverse variety of natural habitats. The Gola

Forest is the largest area of closed canopy lowland rain

forest remaining in Sierra Leone. As a result, it is a key

region in which carbon credit generation is likely.

The fact that such areas in the country are coming under

increasing pressure from agriculture and population

expansion means that its protection is also critical.

The country has gone through a transformation of sorts

over recent years as its troubled past fades. According to

the Sierra Leone Investment and Export Promotion Agency

(SLIEPA, 2008):

‘With Sierra Leone’s long civil strife behind it, the country

is poised to usher in a new era of economic growth and

prosperity. Having held successful democratic elections,

economic recovery has begun, and increasing attention is

being paid to creating the policies and developing the

infrastructure needed to support economic development

and create jobs.’

6

already involved and increasing their commitments to

emissions reduction as well as offsetting any emissions.

At Capital Carbon Credits (CCC) we have appointed Climate

Care Global Ltd, a UK company specialising in the business

of sourcing and developing carbon credits, to manage the

carbon accreditation process for the land our investors

own. The key people within this company have been

selected to manage the accreditation process. A feasibility

study has been recently completed. Some of the key

findings include:

• Based on all the information we have collected and

researched, it is our view that REDD Gola forest, Sierra

Leon should gain full accreditation.

• We estimate that it should successfully yield 400 VERSper hectare. As a guide, one hectare of rainforest

equals about 400 tonnes CO2 stored. As a rainforest

regenerates from bare land, it absorbs 10 tonnes

(10,000 kg) or more per hectare per year.

• The Gola Forest is the largest area of lowland rain

forest remaining in Sierra Leone, and is one of the

most important sites for the conservation of

threatened wildlife in the country.

• The forest is being diminished by a total of 0.7% per

year as of this time.

You may wish however to choose your own firm tomanage the carbon accreditation process. If this is thecase please indicate this on the application form andone of our sales managers will contact you.

There are two main types of carbon credits: CERs

(certified emission reductions) are projects that are

verified under the Kyoto Protocol compliance regime. This

is compulsory UN legislation to which countries that have

signed-up are required to adhere.

The other type of carbon credits are VERs (voluntary

emissions reductions) which are voluntary but also have to

be formally accredited by the UN. The avoided

deforestation project we are offering you falls into this

category. This market generally uses project-based

crediting mechanisms. Corporations or individuals who fall

outside the area of obligatory emissions targets are able to

offset their emissions in this way.

It is a dynamic market and one that is expected to

expand considerably.

AccreditationWe believe that now is an ideal time to consider this

investment opportunity since the carbon credits industry

is anticipated to become one of the world’s largest traded

commodities. This is supported by the fact that many of

the most economically powerful countries in the world are

Carbon credits – low riskethical investments withrobust potential

It’s clear that companies need to cut their carbon

emissions and operate ethically or they will have to

pay the price for their excess pollution. A carbon credit is

simply a unit equal to the offset of one tonne of

‘Greenhouse’ gases released into the atmosphere. Carbon

credits are a direct way in which polluting companies can

help to redress the harmful effects their operations cause.

Carbon credits also offer individuals a way in which to

offset their own carbon footprint.

Greenhouse gas emissions (GHGs) are absorbed by forests

instead of being released into the atmosphere. As a result,

protecting forests is a key defence against climate change.

At Capital Carbon Credits (CCC) our philosophy is to

support the move to reduce carbon emissions and make a

profit for our investors.

CAPITAL Carbon Credits

carbon credits – how the project works

7

step by step guide

Step 4 – Approval by third-party auditors

Another key part of our governance process to ensure that

your investment adheres to the highest standards is the

approval by third-party auditors of this project. Any carbon

credits arising from the avoided deforestation of land we

offer is measured by the auditors and assessed using in-

depth methodologies.

Step 5 – Monitoring

The process also involves consistent monitoring and

analysis. It is this detailed and methodical assessment

that ensures your investment plot is eligible for the

generation of carbon credits. We anticipate working with

Climate Care to help us with this process. We envisage that

the accreditation and auditing period will take at least 18

months.

Step 6 – The Voluntary Carbon Standard

The investment opportunity we offer you here is one that

adheres to one of the most highly respected governance

regulations in existence – the Voluntary Carbon Standard

(VCS). It provides a robust global standard for voluntary

offset projects. It also ensures that the carbon offsets have

real environmental benefits.

Step 7 – Issuance of carbon credits

Once the carbon credits have been issued, they will then

be tradeable freely. Your carbon credits can also be

registered with Markit Environmental Registry, the market

leading environmental registry. This means that tracking

your carbon credits will be straightforward.

Step 8 – Returns and reinvestment

We can assist you in the sale of the carbon credits and pay

you the money directly. For this we will deduct a 5%

management fee. We do this as it makes the investment

straightforward and simple - you do not need to do

anything yourself. Alternatively, you can choose to hold

your carbon credits and benefit from any capital

appreciation in the credits or sell the carbon credits

yourself.

Step 1 – We hand-pick suitable forestry land

We have already selected highly suitable forestry land in

which you can purchase. From as little as £1,250 per

hectare, including the accreditation fee of £300 per

hectare, you can be part of an ethical project that is not

only designed to generate returns but can offset your

carbon footprint.

Step 2 – Division of land into investmentplots

We have divided the land we have earmarked into

investment-sized pieces of one hectare (approximately 2.5

acre plots). These plots can be bought by our individual

investors.

Step 3 – The accreditation process is a 3step process

The accreditation process is broken down in to several

steps. The first part of the process is to develop a

Project Development Plan (PDP) which sets out the

whole route for a successful accreditation. The next step

is the Feasibility Study which will specifically target the

area of Rainforest which is attempting to be accredited.

This study is the foundation for the entire project and

will inform all parties as to the likelihood of success. The

feasibility study was completed in June 2011, and one of

the first companies of our type to have a carbon project

which is so far ahead in the accreditation process.

8

potential returns

Rainforest protection is one of the stand-out ways of

offsetting carbon emissions. When you invest in this

project, we expect you to gain a significant return from

what is a relatively low-risk ethical project. Your return is

expected to be generated in the form of carbon credits.

For this project, Capital Carbon Credits has based estimates

based on similar projects which have received accreditation

or are waiting accreditation (see table for comparison

purposes). Your land will generate at least 300 carbon

credits per hectare (approximately 2.5 acres) at the end of

the accreditation and auditing process which we envisage

will be a minimum of eighteen months and a maximum of

twenty four months. Based on a carbon credit price of

£6.25 (source: Climate Care) per carbon credit this gives a

gross income – once you have sold your carbon credits – of

£1,875. That is an anticipated net return of 50% over two

years including the accreditation fee. You will see from the

table this is a very conservative estimate and based on the

Belize project the return could be in excess of 90%.

The table opposite provides details of similar carbon

schemes and the average tonnes of carbon which have

been or are being accredited per hectare. The figure of 586

tonnes for Boden Creek in Belize for example would equate

to the granting of 586 carbon credits, this compares to

Capital Carbon Credits estimate of 300 tonnes per hectare.

In addition, you will still own the land once you have sold

your carbon credits. The land will have a residual value

and you will be able to choose whether to sell it or keep

it.

Our estimates are at the lower end of the scale and we

expect that potential returns may even be higher

than this. Particularly taking into consideration the results

of the feasibility study.

The period in which the land will be accredited is expected

to be 18 months, although it may take longer. We believe

that 24 months is more than enough for the three-step

process to be completed but we cannot guarantee this.

By the end of July 2011 Capital Carbon Credits will have

completed the first 2 steps of the Accreditation Process.

Carbon Credits a liquid marketThere is an established transparent market in the trading of

carbon credits, with many traditional stockbrokers and

specialist firms buying and selling Carbon Credits. One such

example is Carbon Trade Exchange

(www.carbontradexchange.com) which trades carbon credits

on behalf of blue-chip clients and small investors and

Chicago Climate Exchange (www.chicagoclimatex.com).

Full money back guaranteeWe are so confident that the land we have selected will

qualify for carbon credits that we are happy to offer our

investors a full money back guarantee if their land is not

granted voluntary carbon credits within three years of their

investment. This money back guarantee does not apply to

the accreditation fees.

Project

Boden Creek, BZ

Bull Run, BZ

Gallon Jug, BZ

Peru 1

Projected Tonnes

2,992,093

1,920,398

41,201,754

72,708,978

Acres

12,755

11,421

167,960

296,400

Tonnes/Hectare

586

420

613

614

Start Date

2010

2010

2010

2010

End Date

2010

2011

2012

2012

For details of the projects which have been validated or are

awaiting validation please see www.climate-

standards.org/projects/index.html.

9

strict validation & governance

Next steps You will purchase a leasehold interest in the land for

45 years. Upon investment you will be issued with a

Sublease Certificate setting out the number of plots you

own. Upon the allocation of approximately 80% of the

land, the company will arrange for the subleases to be

registered at the Sierra Leone Land Registry. Once the title

deed has been issued, you will be the legal owner of the

leasehold title on your allocated land. Your ownership will

be registered at the Sierra Leone Land Registry at which

point you will receive a copy of the title and registered

lease document. We can also ensure that the carbon

credits that are generated as a result of the accreditation

and auditing process are recorded by the Markit

Environmental Registry, should you require this

registration when the carbon credits are issued.

We will help to maximise your returns in this respect by

making the trade process simple and straightforward. We

will help to ensure that the carbon credits you earn from

your investment are easily tradeable into cash.

We adopt high standards to ensure that our governance

is robust and we adhere to strict guidelines.

At the latest, we expect to generate valid carbon credits

by the end of the second year of your investment. The

credits will be sold on our investors’ behalf and the returns

distributed to each investor.

To provide you with peace of mind, the project also

complies with the standards set for the Voluntary Carbon

Standard (VCS). The VCS was initially developed in 2005

by The Climate Group, the International Emissions Trading

Association and the World Economic Forum. It is a key part

of governance in this sector that ensures there is a strict

set of guidelines along which a project such as this is

managed. It includes criteria such as:

• The carbon offsets must be real

• Independently verified

• Not used more than once

• Not part of BAU (business as usual) activities

The VCS also aims to support confidence in the voluntary

offset market through a consistent and credible approach.

One of its key tenets is standardisation of emission

reduction strategies to enable robust carbon solutions and

emissions reductions.

10

invest now - be in at the start

Governments all over the world are intent on reducing

greenhouse gases. Polluting companies tend to

release elements that have a negative effect on the

environment. In many cases, these are gases which are a

contributory factor in climate change – one of the most

pressing geo-political and environmental issues. One way

for polluters to mitigate the damaging elements they

produce is by purchasing carbon credits.

Carbon credits are initiated by projects and schemes that

conserve or re-generate environmental areas and prevent

them from being turned into negatively-impacting

industrial uses. The carbon credits are then either bought

by corporations keen to redress the impact of their day-to-

day operations on the environment, or by individuals who

would like to offset the impact of their lives, such as

purchasing habits or travel.

At Capital Carbon Credits, we generate carbon credits by

working with corporations in emergent and developing

countries. Our work focuses on projects that can reduce

greenhouse gas emissions. Our experience and expertise

allows us to structure investment opportunities with

significant potential to generate carbon credits.

Carbon and greenhouse gasesCarbon is used as a catch-all term since carbon dioxide is

the key greenhouse gas. As a result, carbon trading

became used as a proxy for greenhouse gases overall.

There is a global move to reduce carbon emissions and this

is likely to intensify – rapidly. In 2005 the Kyoto Protocol

came into force and heralded a new emphasis where most

developed nations agreed to specific targets on

greenhouse gas emissions. The Kyoto Protocol aims to

alleviate global warming and is part of the United Nations

Framework Convention on Climate Change (UNFCCC).

The protocol is legally binding and its focus is to ensure

that greenhouse gas concentrations are stabilised at

lower levels.

Now that emissions targets have been issued, it is clear

there is an economic incentive to comply. As a result,

emission reductions themselves gained economic value.

As well as through emissions trading, these have a number

of mechanisms to market.

11

UK pressure on carbon emissions

REDD – our key focusAt Capital Carbon Credits, we are focused on a key area of

the carbon market – carbon offsetting. This occurs where

a project is completed that helps to reduce carbon

emission. Our investment opportunity is set to produce

carbon credits through REDD – Reducing Emissions from

Deforestation and Forest Degradation. Retaining rain

forests is a key way of halting rising carbon emissions,

since deforestation and degradation is generally accepted

to account for as much as 20% of greenhouse gas

emissions.

Deforestation refers to removal of forests while forest

degradation describes where the production capacity of a

forest area is restricted through the negative impact of

commercial or industrial activity. Essentially, REDD credits

provide an opportunity to use funding from developed

countries to reduce deforestation in developing countries.

REDD also has other additional benefits and can help to

support biodiversity conservation, so it’s no surprise that

it is attracting considerable investment.

One of the relative successes of the 2009 United Nations

Climate Change Conference held in Copenhagen was the

acceptance of REDD.

‘…the first beneficiary of REDD is Indonesia,which is to receive $1bn from Norway.’ The FT alsoquotes Izabella Teixeira – Brazil’s environment minister –as saying that REDD is important ‘…because itdemonstrates that global partnership is possible.’

As offsetting becomes ever more important in the battle

against global warming, it is accepted that REDD will

play an important part in future geo-political action.

Many commentators expect that REDD is likely to be

included in a post-2012 climate agreement.

In the UK, the Department for Energy and Climate

Change put severe pressure on businesses to register

for a compulsory carbon-cutting scheme by 30 September

2010. According to The Daily Telegraph:

‘Under the scheme, companies that have annual power

bills of more than £500,000, but fall outside the remit of

the European Union's carbon-trading programme for major

polluters, will have to buy emission permits.’

Meanwhile in Europe, the EU’s emissions trading system

(ETS) aims to reduce carbon emissions by corporate

polluters within the EU. The ETS means each country is

given a limit on the amount of carbon dioxide emissions.

This is divided among the corporate entities that fall

within the system within each country. Then, if a company

goes over its proscribed limit, they are required to buy

permits to balance it out. If they emit less, they can sell

their unused allocations. At present, the ETS is in its

second phase, as the third phase is planned to run

from 2013 to 2020. The likelihood is that emissions control

will tighten further still – making carbon credits

more attractive.

12

peace of mind

Peace of mind

As an investor, you will be granted a sub-lease over the

rainforest land purchased. The terms of your sub-lease

are set out in the terms and conditions on p13-15 of this

offer. We will also send you half yearly reports on progress

with the accreditation, auditing and monitoring process.

On completion of the process we will write to you to advise

of the number of carbon credits generated from your

investment and their current trading value. You are then

able to sell your carbon credits or hold on to them. If you

choose to hold onto your carbon credits, we will continue

to send you an annual valuation statement to show you

how your investment has evolved including the carbon

credit price, so you have a comparable record of your

investment with us.

Investing in Capital CarbonCredits Our sole focus is to deliver this through:

• Full money back guarantee*

• Capital growth from certified carbon offset

investments

• An ethical investment – you are helping to save

rain forest

• Helping offset carbon emissions

* Subject to the terms and conditions set out in this offer.

• Potential gains from a market where supply is limited

• Investing in the fastest growing commodities market

in the world

• Returns in excess of 50% expected within 36 months

• You own the property in your own name

Apply nowThe Capital Carbon Credits offer is limited in supply and

offered on a first-come, first-served basis only. Please find

contained in this document an application form providing

further details on this unique offer. Investing in Capital

Carbon Credits can not only benefit the environment but,

as a SIPP compliant investment, assist in building up your

pension fund for your retirement in an ethical way. For

further information contact Carbon Capital Credits on 0203551 2645 or visit www.capitalcarboncredits.com.

13

application form

Please read the following application form carefully

ensuring you have selected the number of hectare(s)

you wish to purchase in accordance with the terms

& conditions of this Offer. If you have any questions please

contact Capital Carbon Credits Limited on 020 3551 2645.

InvestmentI/We wish to purchase ________________ hectares at

£1,250 per hectare.

(Minimum investment £5,000 with £1,250 increments,

including £300 per hectare Accreditation Fee).

Carbon Accreditation ProcessI wish to elect Capital Carbon Credits to appoint an

Accreditation Agency on my behalf.

I wish to select my own Carbon Accreditation Manager

(Please note the additional £300/hectare payable).

Personal detailsMr/ Mrs/ Miss/ Ms/ or title

Forenames

Surname

Hectares(s) to be registered in the name of:

Address

Telephone

Mobile

Email

Payment detailsI/We wish to make payment for my/our hectare(s) and/or

accreditation fee via the following method:

I/We enclose a cheque made payable to

“Capital Secretarial Limited” for the amount payable

of £_________________; or

Please charge my VISA / MasterCard / Maestro with

the amount payable of £_________________.

Card Number

Start Date / Expiry Date /

3 Digit Security Number

(last 3 digits on reverse of card)

Maestro Issue Number

Name as it appears on the card

A small charge of 2.5% will be charged for all credit card payments.

I/We will arrange an electronic transfer to

“Capital Secretarial Limited” with the amount payable

of £___________ to the following bank account:

Capital Secretarial Limited, using Ref: Capital Carbon Credits,

Barclays Bank plc, Sort code 20-37-16,

Account Number 63764273.

TERMS & CONDITIONS: Please allow up to 28 days from receipt of your applicationform and cleared funds for delivery of your Sublease Certificate. This offer is openfor a limited time and applications are accepted on a first come, first served basis.

I understand that the completion and delivery of this Application Form accompaniedby a cheque or payment instructions by credit/debit card or bank transferconstitutes an undertaking that the payment will be honoured on firstpresentation/transaction. I understand that no application will be accepted unlessand until payment in full for the rainforest land has been made. The Companyapplies a no refund policy for any application form having been received.

I confirm that I am applying on my behalf, that I have read, accepted andunderstood the terms and conditions and this Application Form. I further confirmthat I am purchasing rainforest land on the basis only of the information containedin the Offer and Application Form which supersedes all other information (whetherwritten or oral) and any such other information or representations must not berelied upon when buying forestry land.

We recommend that you carefully consider your purchase before submitting an Application Form based on your own personal financial circumstances. The information Capital Carbon Credits has provided does not constitute financial advice.

Please send this completed application form together with payment by post or by hand to: Capital Secretarial Limited, FREEPOST RRYE-EKBA-LGRA, Sophia House, 76-80 City Road, London EC1Y2BJ. If you post your application form you are recommended to allow atleast two business days for delivery.

Signed

Full Name

Date

Investment: refers to each Plot purchased at£950 per hectare for the generationof carbon credits;

Investor: is a reference to any of the followingwords ‘You’, ‘Your’ or ‘Purchaser’;

Landlord: the owner(s) of the freehold interestof the Leased Area;

Leased Area: refers to the 50,000 hectares ofrainforest land leased by theCompany;

Offer: includes this document and theApplication Form;

Receiving Agent: refers to Capital Secretarial Limited(6457016) registered in England andWales;

Sublease: refers to the Investors Plot(s)subleased to the Investor inaccordance to the terms andconditions set out in this Offer;

Sublease Certificate: refers to the investment certificatesent to the Investor setting out thenumber of Plot(s) purchased;

Term: refers to a period of 45 yearscommencing from the date recordedon the Sublease Certificate.

Money LaunderingRegulations

If your investment amount is greater than £13,000 please send onedocument from List A and one document from List B below withyour Application Form. Capital Carbon Credits and its agents reservethe right to request further documentation in respect of anyapplicant in order to satisfy their obligations to ensure adherenceto Anti Money Laundering regulation and/or legislation. Each itemmust be less than three months old and should show your name andpermanent residential address. Please note that statements printedvia the internet are not acceptable. Original documents will bereturned by post at your risk.

List A (Verification of Identity)• Driving Licence• Passport• Bank Statement• Building Society Statement

The statement you provide must show transactions and relate to theBank/Building Society account from which your payment is drawn

List B (Verification of Address)• Utility Bill (but not a mobile telephone bill)• Council Tax Bill (for the current year) • Benefits notification letter from the Benefits Agency confirming

the right to benefits (e.g. child benefit, working families taxcredit)

• Original Tax Notification from HM Revenue & Customs

Definitions

Accreditation Agency: Climate Care Global Limited(7694039) of registered office 88Wood Street, London EC2B 7RS,registered in England and Wales.

Accreditation Fee: £300 per hectare;

Accreditation Process: refers to the process of engaging anAccreditation Agency and third partyauditor to undertake the carboncredit accreditation project;

Application Form: the form to be completed by theInvestor when applying for theleasehold interest in the landoffered by the Company;

Company: refers to Capital Carbon CreditsLimited (7464093) of registeredoffice at Mayfair House, 124 BondStreet, London W1S 1DX registeredin England and Wales;

Plot: a parcel of land equivalent to one(1) hectare within the Leased Area;

Carbon Credit: refers to the number of carboncredits attributed to an investor’splot in accordance with theAccreditation Agency;

terms, conditions & money laundering regulations

14

15

(vi) The Company reserves the right to defer the period referred to ind(v) for the allocation of the Carbon Credits, or to terminate thisSublease, if it is prevented from, or delayed in, carrying on itsactivities by acts, events, omissions or accidents beyond itsreasonable control, including (without limitation) strikes, lockoutsor other industrial disputes (whether involving the workforce ofthe Company or any other party), failure of a utility service ortransport network, act of God, war, riot, civil commotion, maliciousdamage, compliance with any law or governmental order, rule,regulation or direction, accident, breakdown of plant or machinery,fire flood, storm or default of suppliers or subcontractors.

(vii) the Investor accepts that the Sublease is subject to a lease issuedby the Landlord to the Company, and the termination of the leasewill terminate this Sublease;

(viii) the Investor accepts the description of the Leased Area upon anyplan contained in the Company’s marketing material isapproximately correct and such plan is used for the purposes ofidentification only and no warranty is given or implied as to itsaccuracy and for the avoidance of doubt the Investor herebyacknowledges that the Company shall be entitled in its absolutediscretion to change the layout of the plan provided the total areaof the Leased Area is not reduced; and

(ix) The use of the Plots are for the exclusive use of a carbon creditscheme.

(e) Any notice under this agreement shall be given in writing only bythe party serving the same and shall be served upon the party atthe address of such party or at such other address as may benotified from time to time.

(f) Any notice served by first class post shall be deemed to be servedupon the third working day after the date of posting.

(g) You may transfer your Sublease to a third party at any time inwhich case you may request in writing that the Company assist tofind a third party Investor. The Company will not be under anyobligation to find an Investor but will use its reasonableendeavours to find an Investor in which case the Company will beentitled to a fee of 3% of the total proceeds of any transfer whichit procures or arranges (the transfer) on the Investor’s behalf. Thereis no guarantee provided by the Company in relation to theassignment or sale of your Investment.

(h) The Company reserves the right in their sole discretion to change,suspend or substitute the Company’s terms and conditions at anytime with or without notice, provided the changes do not derogatethe rights of the investor.

(i) This agreement and the Application Form will be governed by andconstrued in accordance with the laws of England and you submitto the non-exclusive jurisdiction of English Law.

(j) The document and the Application Form constitute the entireagreement between you and the Company in respect of yourSublease and you acknowledge and confirm that you have notentered into this agreement in reliance on any information whichis not included in this Offer or the Application form.

(k) A person who is not party to this agreement has no rights underthe Contracts (Rights of Third Parties) Act 1999 to enforce anyterm of this agreement but this does not affect any right or remedyof a third party which exists or is available apart from the Act.

(l) This agreement constitutes the entire agreement and understandingof the parties and supersedes any previous agreement betweenthem relating to the subject matter of this agreement.

(m) The Investor hereby acknowledges that:

(i) the Company does not claim specialist knowledge or expertiseas to the future price of the Leased Area;

(ii) any representation made by the Companys’ sales consultants,agents or sales literature either in paper or electronic form do notform part of this agreement;

(iii) the Company gives no warranty as to the future value of theLeased Area or the Carbon Credits;

(iv) historical rise in the value of the Carbon Credits is not areliable guide to the future prices of land;

(v) the Company cannot guarantee that the price paid for theSublease represents market value or that it will be able to find athird party Investor for the Plot(s).

terms, conditions & sublease

(a) Your legal ownership over the land will be registered at the SierraLeone Land Registry, at which point you will also receive a copy ofthe title and registered lease document. This is subject to theallocation of a minimum of 80% of the leased area being subleased.

(b) The Company reserves the right, in its absolute discretion, to rejectany Application Form. If an Application Form is not accepted anyapplication monies will be returned together with the applicant(s)’payment to the address of the first named applicant at the risk ofthe applicant(s).

(c) You warrant that if You sign an Application Form on behalf ofsomeone else including a corporation, You have authority to do soand such person/ company will be bound accordingly and will bedeemed also to have accepted the Offer and given the authority,confirmation, warranties and undertakings contained in theseterms and conditions.

(d) Applications must be made on the Application Form unlessotherwise agreed by the Company. By completing an ApplicationForm, you as the applicant(s) agree to buy the Plot(s) allocated toYou at the Company’s discretion by way of a Sublease on thefollowing terms:

(i) You are liable for any taxes levied in any jurisdiction during theTerm of the Sublease;

(ii) the Plots are subleased for the purposes of protection fromdeforestation and degradation only;

(iii) upon payment of the Accreditation Fee, the Investorirrevocably and unconditionally agrees to the Company being solelyresponsible for managing the land and the Carbon CreditAccreditation Process on behalf of the Investor;

(iv) the Company will procure that the Investor will receive the Carbon Credit allocation within three years of the date of theSublease Certificate;

(v) should the Company not be in a position to allocate CarbonCredits to your Plot(s) within three years from the date of theSublease Certificate, the lease and Sublease may be terminated andthe Investment will be refunded to the Investor after any fees,taxes and charges have been deducted from the Investment to becapped at a maximum of 10% of the Investment made by theInvestor. This refund does not include any payment of theAccreditation Fee;

CAPITAL Carbon Credits