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CAPITAL Carbon Credits Mayfair House, 14-18 Heddon Street, Mayfair, London W1B 4DA

Tel. 020 7448 5155


FULL MON BAC EY K GUA

RANT EE! **

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.


introduction Key Parties & Advisors

CAPITAL Carbon Credits

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UK Lawyer Edwin Coe LLP 2 Stone Buildings Lincoln’s Inn London WC2A 3TH

t 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.

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 Carbon Market – a liquid and expanding marketplace

Help offset your personal carbon footprint

Low risk ethical investment

Carbon credit potential generated through Reducing Emissions from Deforestation and Forest Degradation in Developing Countries (REDD)

Minimum investment £3,000 – 2 hectares (5 acres) of land including £600 accreditation fee* (which equates to £1,500 per hectare)

Alves Jacob Advogados Rua Domingos Ferrera No 147/1401 Copacabana Rio de Janeiro Brazil

Target return in excess of 50% within 36 months

Capital Carbon Credits

Project monitored by a third-party auditor

You help protect rainforest

You own the carbon credits generated from your allocated plot

Designed to generate carbon credits that can be traded

715,250 hectare project in Brazil’s Amazon Rain Forest

Mayfair House 14-18 Heddon Street Mayfair London W1B 4DA

Brazilian Lawyer

Preferred Project Developer/Accreditation Specialists EcoSecurities Group plc 40 Dawson Street Dublin 2 Ireland *

This is only payable if you elect to have your rainforest land accredited for you by the Company’s preferred accreditation specialist

PROMOTER: WILLOW GREEN ASSOCIATES Tel: 020 7448 5155, Email: info@willowgreen.co.uk, Web: www.willowgreen.co.uk 2

Receiving Agent Capital Secretarial Limited Sophia House Third Floor 76-80 City Road London EC1Y 2BJ


why we need rainforest

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ainforest 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.

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Brazilian rainforest

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hen you invest with us, you are investing in a key rainforest region – Brazil. We consider Brazil 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 2 hectares (5 acres) sub-leases over the land for a term of 45 years.

Amazonian rainforest Brazil is huge. It covers almost 50% of South America and has the largest economy on that continent. It has a relatively stable political environment and is renowned for the amazing natural habitat it provides. The area has been picked carefully and is ideally placed to generate carbon credits. In addition, the Brazilian economy is now on a surer footing. This is supported by a more stable economic environment – according to The Financial Times (02.09.10), the country has ‘…settled into a period of more sustainable growth. Most economists expect Brazil’s economy to grow about 7 per cent this year’.

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The country rarely experiences the more extreme weather conditions such as hurricanes and as a result it remains an attractive place for foreign investment. Nevertheless, we believe the country’s potential remains untapped. It’s clear that the world’s focus is on the Amazon Rainforest for a good reason. Covering an area of more than five million square kilometres, it’s home to one in ten of the Earth’s species and is a phenomenally large area of untouched rainforest – but its future is uncertain.


Brazilian rainforest

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he health of the Amazon is directly related to that of the world. If current levels of deforestation continue, it’s likely to have a catastrophic effect on our environment. Some commentators expect that more than 50% of the rainforest will disappear by 2030. It’s clear that pressure is mounting rapidly to halt this process, and governments around the world are already acting. The land in which you will be investing is in Brazil. The area has been picked carefully and is ideally placed to generate carbon credits. Please see below coordinates of the land.

The area in which you will be investing is situated around 250km from Belém (the capital of the state of Pará) which is a city near the Amazon estuary in the northern part of Brazil. Belém itself lies approximately 100km up river from the Atlantic Ocean. The climate of the area is of a tropical rainforest, so there is substantial rain all year round. As a result, the vegetation and forest is luxuriant and superbly suited to the requirements of our project to preserve the land and generate carbon credit potential. An additional factor in selecting this area is that Brazil as a country has not experienced a history of expropriation of property and this provides a degree of assurance for investors when compared with some South American countries that have not had such a stable legal and political environment.

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carbon credits – how the project works

CAPITAL Carbon Credits

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here 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.

Capital Carbon Credits, EcoSecurities and JP Morgan We 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

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commodities. This is supported by the fact that many of the most economically powerful countries in the world are already involved and increasing their commitments to emissions reduction as well as offsetting any emissions. At Capital Carbon Credits (CCC) we will appoint EcoSecurities – one of the world’s leading companies in the business of sourcing, developing and trading carbon credits – to manage the carbon accreditation process for the land we own and will help to ensure there is robust governance. EcoSecurities is owned by Carbon Acquisition Company, a wholly-owned subsidiary of J.P. Morgan Chase & Co. – a leading global financial services firm with assets of $2 trillion and operations in more than 60 countries. The firm is a leader in investment banking, financial services for consumers, small business and commercial banking, financial transaction processing, asset management, and private equity. Through EcoSecurities we have access to the expertise and knowledge of a company with one of the industry's largest and most diversified portfolios of carbon projects. You may wish however to choose your own firm to manage the carbon accreditation process. If this is the case please indicate this on the application form and one of our sales managers will contact you.

Carbon credits – low risk ethical investments with robust potential

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t’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.


step by step guide 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 £3,000 for 2 hectares, 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 investment plots We have divided the land we have earmarked into investmentsized pieces of one hectare (approximately 2.5 acres). These plots can be bought by our individual investors (minimum investment is 2 hectares).

Step 3 – Accreditation The accreditation process required to ensure that any land we offer can produce carbon credits is strictly governed. We believe this is important so that the climatic benefits of any project are real and substantiated.

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 EcoSecurities 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. 7


potential returns

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ainforest 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 360 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: EcoSecurities) per carbon credit this gives a gross income – once you have sold your carbon credits – of £2,250 per hectare. 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 the range of 75-150%. 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 360 tonnes per hectare. For details of the projects which have been validated or are awaiting validation please see www.climatestandards.org/projects/index.html. 8

Project

Projected Tonnes

Acres

Tonnes/Hectare

Start Date

End Date

Boden Creek, BZ

2,992,093

12,755

586

2010

2010

Bull Run, BZ

1,920,398

11,421

420

2010

2011

Gallon Jug, BZ

41,201,754

167,960

613

2010

2012

Peru 1

72,708,978

296,400

614

2010

2012

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. 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 two-step process to be completed but we cannot guarantee this.

Carbon Credits a liquid market There 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 guarantee We 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.


strict validation & governance

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e adopt high standards to ensure that our governance is robust and we adhere to strict guidelines. Our project will be accredited by EcoSecurities. We expect to generate valid carbon credits from the end of the second year of your investment onwards at the latest. 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

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. The company will arrange for the subleases to be registered at the Land Registry in your name. 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 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.

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.

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invest now - be in at the start

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overnments 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-today 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.

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Carbon and greenhouse gases Carbon 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.


UK pressure on carbon emissions

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n the UK, the Department for Energy and Climate Change is putting 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.

REDD – our key focus

‘…the first beneficiary of REDD is Indonesia, which is to receive $1bn from Norway.’ The FT also

At 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.

quotes Izabella Teixeira – Brazil’s environment minister – as saying that REDD is important ‘…because it

demonstrates 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.

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.

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peace of mind Peace of mind

Potential gains from a market where supply is limited

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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

s 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 Carbon Credits Our sole focus is to deliver this through: •

Full money back guarantee*

Capital growth investments

An ethical investment – you are helping to save rain forest

Helping offset carbon emissions

from

certified

carbon

* Subject to the terms and conditions set out in this offer. 12

offset

Apply now The 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 020 7448 5155 or visit www.willowgreen.co.uk.


application form

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lease 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 7448 5155.

Investment I/We wish to purchase ________________ hectares at £1,500 per hectare. (Minimum investment 2 hectares at £3,000 with £1,500 increments, including £300 per hectare Accreditation Fee).

Carbon Accreditation Process I 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)

Address

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.

Telephone Mobile Email

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

Payment details I/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 £_________________ Please charge my VISA / MasterCard / Maestro with the amount payable of £_________________

I understand that the completion and delivery of this Application Form accompanied by a cheque or payment instructions by credit/debit card or bank transfer constitutes an undertaking that the payment will be honoured on first presentation/transaction. I understand that no application will be accepted unless and until payment in full for the rainforest land has been made. The Company applies 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 and understood the terms and conditions and this Application Form. I further confirm that I am purchasing rainforest land on the basis only of the information contained in the Offer and Application Form which supersedes all other information (whether written or oral) and any such other information or representations must not be relied 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.

Card Number

Personal details /

Expiry Date

/

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 EC1Y 2BJ. If you post your application form you are recommended to allow at least two business days for delivery.

Mr/ Mrs/ Miss/ Ms/ or title

Start Date

Forenames

3 Digit Security Number (last 3 digits on reverse of card)

Signed

Maestro Issue Number

Full Name

Name as it appears on the card

Date

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

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

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terms, conditions & money laundering regulations Definitions Accreditation Agency:

Money Laundering Regulations EcoSecurities Limited or any other accreditation specialist;

Investor:

Accreditation Fee:

£300 per hectare;

Landlord:

the owner(s) of the freehold interest of the Leased Area;

Accreditation Process:

refers to the process of engaging an Accreditation Agency and third party auditor to undertake the carbon credit accreditation project;

Offer:

includes this document and the Application Form;

Application Form:

Company:

Plot:

Receiving Agent: the form to be completed by the Investor when applying for the leasehold interest in te land offered by The Company Land;

refers to Capital Secretarial Limited (6457016) registered in England and Wales;

Sublease:

refers to Capital Carbon Credits (7464093) of registered office at 47 The Grove, London, England N3 1QT registered in England and Wales;

refers to the Investors Plot(s) subleased to the Investor in accordance to the terms and conditions set out in this Offer;

Sublease Certificate:

refers to the investment certificate sent to the Investor setting out the number of Plots purchased;

Term:

refers to a period of 45 years commencing from the date recorded on the Sublease Certificate.

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

Carbon Credit:

refers to the number of carbon credits attributed to an investor’s plot in accordance with the Accreditation Agency;

Investment:

refers to each Plot purchased at £1,200 per hectare for the generation of carbon credits;

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is a reference to any of the following words ‘You’, ‘Your’ or ‘Purchaser’;

If your investment amount is greater than £13,000 please send one document from List A and one document from List B below with your Application Form. Capital Carbon Credits and its agents reserve the right to request further documentation in respect of any applicant in order to satisfy their obligations to ensure adherence to Anti Money Laundering regulation and/or legislation. Each item must be less than three months old and should show your name and permanent residential address. Please note that statements printed via the internet are not acceptable. Original documents will be returned 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 the Bank/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 tax credit) • Original Tax Notification from HM Revenue & Customs


terms, conditions & sublease (a)

Your legal ownership over the land will be registered at the Land Registry, at which point you will also receive a copy of the title and registered lease document.

(b)

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

(c)

You warrant that if You sign an Application Form on behalf of someone else including a corporation, You have authority to do so and such person/ company will be bound accordingly and will be deemed also to have accepted the Offer and given the authority, confirmation, warranties and undertakings contained in these terms and conditions.

(d)

Applications must be made on the Application Form unless otherwise agreed by the Company. By completing an Application Form, you as the applicant(s) agree to buy the Plot(s) allocated to You at the Company’s discretion by way of a Sublease on the following terms: (i) You are liable for any taxes levied in any jurisdiction during the Term of the Sublease;

(vi)

The Company reserves the right to defer the period referred to in d(v) for the allocation of the Carbon Credits, or to terminate this Sublease, if it is prevented from, or delayed in, carrying on its activities by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lockouts or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, 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 issued by the Landlord to the Company, and the termination of the lease will terminate this Sublease; (viii) the Investor accepts the description of the Leased Area upon any plan contained in the Company’s marketing material is approximately correct and such plan is used for the purposes of identification only and no warranty is given or implied as to its accuracy and for the avoidance of doubt the Investor hereby acknowledges that the Company shall be entitled in its absolute discretion to change the layout of the plan provided the total area of the Leased Area is not reduced; and

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

(ix)

The use of the Plots are for the exclusive use of a carbon credit scheme.

(iii) upon payment of the Accreditation Fee, the Investor irrevocably and unconditionally agrees to the Company being solely responsible for managing the land and the Carbon Credit Accreditation Process on behalf of the Investor;

(e)

Any notice under this agreement shall be given in writing only by the party serving the same and shall be served upon the party at the address of such party or at such other address as may be notified from time to time.

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

(f)

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

(g)

You may transfer your Sublease to a third party at any time in which case you may request in writing that the Company assist to find a third party Investor. The Company will not be under any obligation to find an Investor but will use its reasonable endeavours to find an Investor in which case the Company will be entitled to a fee of 5% of the total proceeds of any transfer which it procures or arranges (the transfer) on the Investor’s behalf. There is no guarantee provided by the Company in relation to the assignment 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 any time with or without notice, provided the changes do not derogate the rights of the investor.

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

(i)

This agreement and the Application Form will be governed by and construed in accordance with the laws of England and you submit to the non-exclusive jurisdiction of English Law.

(j)

The document and the Application Form constitute the entire agreement between you and the Company in respect of your Sublease and you acknowledge and confirm that you have not entered into this agreement in reliance on any information which is not included in this Offer or the Application form.

(k)

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

(l)

This agreement constitutes the entire agreement and understanding of the parties and supersedes any previous agreement between them relating to the subject matter of this agreement.

(m)

The Investor hereby acknowledges that: (i) the Company does not claim specialist knowledge or expertise as 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 not form part of this agreement; (iii) the Company gives no warranty as to the future value of the Leased Area or the Carbon Credits; (iv) historical rise in the value of the Carbon Credits is not a reliable guide to the future prices of land; (v) the Company cannot guarantee that the price paid for the Sublease represents market value or that it will be able to find a third party Investor for the Plot(s).

CAPITAL Carbon Credits 15


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