Film Ahoy Platform.

THE HOME OF INDEPENDENT MOVIES Ad ve r t i s i n g - B a s e d Vi d e o O n D e m a n d & Tra n s a c t i o n a l Vi d e o O n D e m a n d

Information Memorandum

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. This Information Memorandum (the “Document”) and any other information you have received or receive from Bow Street Media Limited (the “Company”) has and will be distributed to a limited number of parties in connection with the proposed issue of [Ordinary Shares] by the Company. By accepting this Document, you acknowledge and agree that all the information in this Document and as otherwise provided to you by the Company is confidential to the Company and you agree not to disclose any of it to any third party nor to use any such information for any purpose other than as set out in the following paragraph without the Company’s prior written approval.

The purpose of this Document is to assist the recipient in deciding whether to apply to subscribe for [Ordinary Shares] in the Company. This Document does not constitute an offer for the subscription, sale or purchase of shares or other securities described in it.

This Document is being distributed on the basis that each person in the United Kingdom to whom it is issued is reasonably believed to be such a person as is described in Article 19 (Investment Professionals), Article 48 (Certified High Net Worth Individuals), Article 49 (High Net Worth Companies, Unincorporated Associations etc.), Article 50 (Sophisticated Investors), Article 50A (Self-certified Sophisticated Investors) and Article 51 (Associations of High Net Worth or Sophisticated Investors) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or is a person to whom this Document may otherwise lawfully be distributed. Persons who do not fall within such descriptions may not act upon the information contained in it.

To subscribe for [Ordinary Shares], the Application Form included with this Document must be completed and returned as soon as possible no later than 31st December 2021, the initial closing date. The full procedure is set out in the section headed “Application Terms and Conditions” in the accompanying Application Form.

This Document does not constitute an offer, or the solicitation of an offer, in relation to shares in any jurisdiction in which such an offer or solicitation is unlawful. The distribution of this Document in jurisdictions other than the United Kingdom may be restricted by law, and therefore persons in other jurisdictions into whose possession this Document comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of securities laws of any such jurisdictions.

In making an application for [Ordinary Shares], no person may rely on any information or representation, warranty or statement save as expressly set out in this Document and accordingly, in the absence of fraud and/or fraudulent misrepresentation, neither the Company nor any shareholder, director, employee, agent or advisor of the Company nor any other person shall have any liability for any information or representation, warranty or statement communicated to you which is not contained in this Document and in particular but without limitation or prejudice to the foregoing, you acknowledge that there is no guarantee that any valuations, forecasts and/or projections included in this Document or otherwise will be met. In the absence of fraud and/or fraudulent misrepresentation and save for any statutory liability imposed on the Directors, the Company alone is responsible for the information and statements made in this Document.

The contents of this Document have not been verified or approved by Simons Muirhead & Burton. Simons Muirhead & Burton is advising the Company in connection with this document and is not acting for or advising anyone else in relation to it or the matters set out in it.

You are strongly advised to read the “Risk Factors” involved in this investment on page 15 of this Document.

You are strongly recommended to consult a qualified financial advisor if you have any questions about this investment or this Document.

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If you are in any doubt about the contents of this document, you should consult an independent professional adviser authorised under the Financial Services and Markets Act 2000 who specialises in advising on the acquisition of shares and other securities.

The contents of this document have not been approved by an authorised person within the meaning of the Financial and Services and Markets Act 2000. Reliance on this document for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested.

OFFER FOR SUBSCRIPTION Bow Street Media LTD (a company incorporated in England with number 9490418) Offer for subscription of up to 2,000,000 ordinary shares of 0.1p par value each at £1 per share).

Share capital immediately following completion of Offer (assuming full subscription): ISSUED

FULLY PAID 2,500,000

2,000,000 THE CONTENTS OF THIS DOCUMENT SHOULD NOT BE TREATED AS ADVICE. IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS DOCUMENT YOU SHOULD CONSULT A PERSON AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000.

DIRECTORS & ADVISORS Director Dean Fisher CEO Company Accountant & Finance Advisor Robert Graham Adviser to the Company Sean Kelly

Solicitors to the Company Simons Murihead and Burton 87-91 Newman Street, Fitrovia, London W1T 3EY Company Accounts Graham Associates Company No. 4287870 212 Piccadilly, London, W1J 9HG Tel +44 207 917 1727

Offer Offer Price £1 per share (estimated current market capitalisation £500,000) A total raise of £2,000,000 for 2 million ordinary shares (investors) Percentage of Ordinary Shares being Offered to investors equals 50% The management and directors will obtain an equal number of shares as per the investors at any given time.

At the end of the raise there will be 4 million ordinary shares with 2 million allocated to the management and directors of the company and 2 million being allocated to the investors. The management and directors will purchase their shares at a par value of £0.1 per share.

Should the raise stop at anytime or the company be sold prior to the end of the raise, shares will be allocated on a pro rata basis.

Net proceeds after a combined management fee which includes marketing, financial marketing, legal, social media, corporate finance and other management costs. Full disclosure of costs is broken down in this document.

The management and director’s objective are to achieve a market listing or a private sale of the company above *12 million-pound valuation. This information is derived from and should be read in conjunction with the full text of this document. In particular your attention is drawn to the Risk Factors set out in the document. * The figure of 12 million is based on a number of market factors at the time of the proposed trade sale. The figure is based on a combination of dividends, retained earnings and a listing. The valuation of up to 12 million has been taken as a guide for tech companies from the website https://www.investopedia.com/investing/usepe-ratio-and-peg-to-tell-stocks-future/ & https://www.investopedia.com/ask/answers/042015/what-averagepricetoearnings-ratio-internet-sector.asp. This percentage cannot be guaranteed until the company is ready to list or make a trade sale. The revenue disclosed in this document is based on projected figures which the company believe is achievable.

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INTRODUCTION Bow Street Media Ltd is a technology company and has spent the past three years developing its own online platform ‘Film Ahoy’.

This technology is an online platform which offers consumers an alternative to the subscription services such as Netflix, Amazon and iTunes.

The model is based on Advertising Video on Demand (AVOD) and Transactional Video on Demand (TVOD). According to reports AVOD is one of the biggest growing sectors in the industry.

Consumers can watch content for free with commercial breaks every twenty minutes. If they don’t want to watch the commercials, they can pay £1 to enjoy the content commercial free.

We have developed a complex back end system which allows us to IP block, build our SEO, manage content and offer detailed reporting to our content providers.

Our future developments will be to adapt the platform to become more application based so people can consume content easily on their smart devices and TV’s.

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BUSINESS SUMMARY We are currently looking to raise £2,000,000 for 50% of the business.

Bow Street Media Ltd will receive income from a combination of advertising revenue and pay per view fees from the Film Ahoy platform. We plan to build the awareness of Film Ahoy through a combination of PR, marketing campaigns, outdoor, online and social media marketing. The aim will be for Bow Street Media Ltd to eventually produce our own content once it’s clear what returns are possible based on the strongest performing content.

Our initial focus will be on the independent sector where the industry needs more sustainable models for content creators. We will have an acquisitions budget to acquire exclusive titles exclusively with names which have a fan base and can drive more traffic towards the platform. Currently platforms such as Netflix can only take on so many films a year and their focus is on the number of subscribers as they operate a Subscription Video on Demand (SVOD) service. Their acquisitions are based on algorithms and means often the independent films are overlooked. This leaves some very good independent films without distribution. Content providers have to place their titles on as many platforms as they can to generate revenue. We hope to make Film Ahoy a viable alternative for producers. If we can obtain exclusive content we will reach new audiences and keep the interest of returning consumers.

We will not be focussing on genres and will offer consumers a wide range of content of all shapes and sizes. This is what we believe our USP is. If consumers are in the mood to laugh, they will be able to watch great comedies. If they want to switch off and watch action, we will have the perfect film for them. The same with the need to be educated and having a great range of documentaries.

By being as flexible as possible we can find ways of growing the company organically. AVOD is one of the fastest growing sectors of the industry. As per the Business Insider intelligence global AVOD revenue is expected to reach $29 billion by 2022, more than double its 2017 figure of $14 billion.

The pandemic has changed the way consumers watch their content. There has been a huge increase in the usage of online platforms and watching content on demand.

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Global AVOD Expenditure to Double It’s been reported that by Digital TV Research that AVOD expenditure will more than double between 2019 and 2025 to reach $53 billion across 138 countries.

Top five countries by AVOD expenditure ($ million) Ranking

Country

2019

Ranking

1

USA

7,998 1

USA

24,245

2

China 6,777 2

China 9,177

3

United Kingdom

1,620

4

Japan 1,611

4

United Kingdom

5

India

5

India

632

3

Country

2025

Japan 3,228 2,823

1,707

The US became the largest AVOD expenditure country in 2019 as China saw expenditure fall by 8.9% due to its economic downturn. A combination of the corona virus lockdown and the continued economic downturn will see China’s AVOD falling by a further 11.4% in 2020. However, 2021 will improve.

Simon Murray, Principal Analyst at Digital TV Research, said: “We expect high AVOD growth to return globally from 2021. The US will triple its AVOD expenditure by 2025 to reach $24 billion. This is 45% of the global total - up from a 33% share in 2019. This is faster growth than most other countries.”

Several major platforms will start soon in the US. Some of these platforms have plans for international expansion, although this will involve not renewing existing lucrative contracts with local broadcasters and pay TV operators. Therefore, not all of the US-based AVOD platforms will start in all countries.

Murray continued: “Global AVOD growth will dip during 2020, but it is not expected to fall. The corona virus and subsequent lockdowns hit the whole advertising sector as confidence and expenditure plummeted. However, online advertising is the least affected medium as it is one of the youngest and fastest growing. Online viewing has increased substantially during the lockdown to boost AVOD.” Source: https://www.digitaltvresearch.com/ugc/Global%20AVOD%20Forecasts%202020%20TOC_toc_288.pdf

While the focus of recent weeks has been the continued growth of US SVOD services – be it Disney’s rapid approach towards 100 million subscribers, HBO Max’s LATAM expansion or ViacomCBS’s heavy promotion of Paramount+ during the Super Bowl – an arguably undercovered aspect of the market is the explosion of free ad-supported streamers.

According to a new report from Omdia, nearly 200 million households in the US are consuming content from AVODs on a monthly basis. Platforms such as Pluto TV, Tubi and Xumo are all benefitting from the significant investments they have seen from major entertainment players over the past few years, while the increasing viability of the market has seen other players launch more recently such as the non-scripted Documentary+.

The growth in AVOD is not a solely US phenomenon. The US is only the second-largest AVOD market, with India leading the pack with more than half a billion monthly AVOD users.

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The figures come from Omnia’s Global Online Video Advertising Report for 2020, which estimates that revenue for video advertising will reach US$120 billion by the end of 2024 from US$70 billion in 2020.

The report notes that while online video consumption grew significantly as a result of the Covid-19 pandemic, this is a surge “that is here to stay” and that such consumption will account for 52% of all online display ad revenue by the end of 2024.

At present, it is not those established broadcast giants leading the way for online video ad revenues, but rather the online pioneers at Facebook and Google-owned YouTube. The companies accounted for a total of 49% of all online video ad revenues in 2020, while broadcast groups only managed 13%. The online duopoly is set to increase its market share to 51% by 2024, while broadcasters increase to 17%. Market consolidation meanwhile will see other video platforms’ share shrink from 38% to 32%.

What this means in monetary terms is a significant amount of cash. Broadcast groups generated US$8 billion online video ad revenue in 2020, and Omdia expects this to grow to US$19 billion by the end of 2024, as broadcasters rely less and less on YouTube and Facebook.

Source: https://www.digitaltveurope.com/comment/avod-explosion-good-news-for-european-broadcasters-whomissed-the-svod-boat/

According to a recent report in Deadline, Fox-owned streaming service Tubi said total viewing hit 2.5 billion hours in 2020, up 58% from 2019.

Half of all viewers of the free, ad-supported platform were younger than 35 years old, the company added in its year-end audience report. Black, Hispanic and Asian audiences made up 39% of Tubi’s total base of 33 million monthly active users.

The coronavirus pandemic has boosted streaming across the board, accelerating the shift in viewing away from legacy TV. The growth and demographic profile of Tubi are noteworthy for advertisers, the company said. Fox closed its $440 million acquisition of the streaming outfit last year. Facing headwinds at its still-lucrative traditional linear networks, the company has positioned Tubi as a complement to its legacy portfolio and a way for brands to expand their reach.

Source: https://deadline.com/2021/01/tubi-streaming-rose-58-percent-2020-viewers under-35-1234676400/ AHOY

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FILM AHOY – PRODUCT SERVICES Film Ahoy encourages film makers from around the world to submit their film productions to the platform in exchange for a percentage of the revenues raised through transactional sales and advertising.

The aim is to give the audience a high quality, easy to access and affordable way to enjoy films across a wide range of budgets and genres. By providing easy access to these productions, it removes the need to download films illegally which results in loss of earnings for the creators. Our range of films will cover all genres, comedy, crime thrillers, romantic comedies, action, adventure, drama and sci-fi, offering a range of films of all budgets and film makers. We will also offer documentaries, special interest and foreign language film.

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MARKETING AND STRATEGY Film Ahoy has a pricing model based on traffic volume and a marking strategy of taking on the film pirates and winning. Initially each film will be free to watch with advertising breaks every twenty minutes lasting no longer than two minutes. Alternatively, the consumer has the choice to purchase the film free of advertisement for just £1.

Having run a number of unique marketing campaigns for individual film projects in the past, the team behind Film Ahoy will utilise contacts in the film industry along with targeting viral campaigns using social media such as Instagram. There are also plans to encourage site users by way of a referral system where people receive bonuses for recommending films on social media.

Being a non-subscription service, we will maximise the amount of consumers producers can reach with their content. We feel the non-subscription model is a good alternative for consumers as not everyone is looking to pay a monthly subscription fee, or they are limited on how many services they can afford to subscribe to. With the offer of free films alongside commercials or low pricing of just £1 it gives the consumer a new opportunity to spontaneously watch films they may not have considered before.

There will be four advertising breaks, with four thirty second commercials in each, which will generate sixteen commercial slots per film. The price per 1000 views will vary but on average we would look to charge around £10.00 per one thousand views (known as CPM). We would aim to charge £40 for one thousand views on the sponsorship model. This would generate on average around £0.20 for each time a film is screened.

As the traffic grows on the site, we will look to increase the price per CPM thousand views. Other revenue will come from advertising on the site and front-page placements. By offering a 50/50 split with the content creators we will encourage film makers to complement our own marketing by promoting their own films which will in turn generate more traffic to the site.

As we are experienced producers of content, we have created commercials for Film Ahoy which will engage with audiences of each genre. We will cut different lengths of the commercial to place them through the various social media channels. We will also look to place the commercials on other sites around the web.

Here are some of our Promotional Videos: Consumer Trailer – Brand Awareness https://vimeo.com/263246417/ca8743a41d Advertising With Us - https://vimeo.com/250285863/2ab9b50bb8 Submit Your Film - https://vimeo.com/254204426/14699f7938

Here are our Social Media Profiles:

https://www.facebook.com/FilmAhoy/

https://www.instagram.com/filmahoy/

https://twitter.com/FilmAhoy

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THE COMPETITION The main online platforms are Netflix, Apple’s iTunes subscription services, Amazon Prime and Disney Plus. On the AVOD front Tubi has emerged in the US as a strong platform, Rakuten is also looking to provide AVOD services to their customer base. They all operate in different ways and offer consumers the big budget content. We feel however that the independent films have a battle to charge the same money as the bigger star driven blockbusters.

If independent films can be watched for free with advertising or a very low price it stops the need for people to watch pirated films. The initial iTunes model was to place music tracks at a low price of 69p a song. It was far easier to purchase the track than find and acquire it illegally.

Spotify changed the consumer trends again as they preferred to pay a subscription for unlimited tracks. The same impact has happened with the subscription model for film and TV. As a result, the music industry has bounced back and producers of music receive their share of the revenue.

Film Ahoy offers independent film makes the ability to go direct into their audiences with the same philosophy of iTunes pricing point and free to view content.

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ORGANISATIONAL STRUCTURE

Dean, an experienced, successful film producer and entrepreneur, will oversee the running of Bow Street Media Ltd and Film Ahoy. He has worked in the industry for over twenty years, and has managed and produced over seventeen film projects with chart and global success, including projects such as ‘Interview with a Hitman’, ‘City Rats’, ‘Stormhouse’ and ‘The Man Inside’. Dean has worked with some of the best actors and producers in the industry. Through attending markets, he has built relationships with sales agents and distributors.

In 2016 Dean produced ‘The Bromley Boys’ featuring an all-star cast and a Wembley Stadium premiere, managing a successful distribution and marketing campaigns for the production.

He then went on to produce ‘Break’ which he made with World Snooker. ‘Break’ received the first UK drive-in premiere in July 2020.

DEAN FISHER CEO Managing Director

He is currently in post-production on his latest film ‘Stranger In our Bed’. Dean has an intimate knowledge of how film projects are produced from inception to completion and has a passion for making it possible for filmmakers to reach the goal of getting their production to a global audience.

Robert Graham is an experienced accountant and Executive Producer.

He has worked on over 42 completed films gaining the knowledge on how best to maximise a return for investors and routes to global distribution markets. He is a founder of Independent Moving Pictures and is the head of business and legal services for Film Wales.

As a founder of Graham Associates accountancy firm, Robert has become a specialist in taxation advice including EIS and SEIS for companies and investors. This is reflected in Graham Associates being awarded winners of ACQ 2012 Global Financial Awards, Association of International Accountants Accountant of the Year 2012, 2013 & 2014 and M&A Global Awards Advisory Firm of the Year.

ROBERT GRAHAM Company Accountant & Finance Advisor AHOY

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BOW STREET MEDIA

BOW STREET MEDIA 7 YEAR PROJECTION (2019 -2025) 7 Year Projection (2019 - 2025) INCOME Operating Income

7 Year Total

Download Income Pricing at £1 per download Advertising Revenue Sponored Films Merchandising

£2,526,421 £6,823,602 £1,565,600 £20,550 £1,309,875 £247,800 £12,493,848

Banner Advertising Revenue SVOD, Sky, PPV & Free TV

Total Income

%

20.22% 54.62% 12.53% 0.16% 10.48% 1.98%

£12,493,848

Cost of Sales £38,774 £5,457,812 £5,496,586

VOD, TV Costs, coms Filmmakers Share

Gross Profit / (Loss)

£6,997,263 GP%

Operating Expenses

0.39% 1.75% 0.09% 0.00% 0.09% 0.04% 0.32% 4.47% 0.47% 3.06% 0.53% 0.38% 0.97% 18.36% 2.79% 0.10% 0.46% 0.37% 0.11% 0.50% 0.09% 1.58% 0.16% 33.15% 8.53% 11.93% 3.51% 3.51%

Non-Recurring Expenses Application Production Website Production

£108,500 £22,100

1.90% 0.39%

TOTAL NON-RECURRING EXPENSES

£130,600

Web Marketing & Social Media Acquisitions Company Listing - AIM or Other Stock Market Financial Commision

Total Operating Expenses

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7 Year Total £22,000 £100,000 £5,400 £0 £5,000 £2,100 £18,000 £254,697 £27,000 £174,500 £30,000 £21,800 £55,428 £1,045,934 £159,105 £5,910 £26,000 £21,000 £6,000 £28,500 £5,000 £90,000 £9,000 £1,889,168 £486,167 £680,000 £200,000 £200,000 £5,567,706

Accounting and Legal PR Merchandise Stock Depreciation Insurance Maintenance and Repairs Office Supplies PayPal / Money Transfer Costs Postage Rent Research and Development Subscriptions & Media Players Server Costs Staff & Directors Salaries Employers NIC Telephone Travel & Sales Entertaining Outside Consultancy Broadband Translation and Subtitling Web Hosting and Domains Contingency Furniture, equipment software Marketing, TV , Papers & Radio Advertising

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56%

Total Expenses

£5,698,306

Net Income before taxes Corporation Tax Expenses

£2,390,516 £454,198

Net Income

£1,936,318

Owner Distributions / Dividends Retained Earnings

£450,000 £1,486,318

100%

EIS TOTAL INVESTMENT Bow Street Media Ltd is aiming to raise £2,000,000 of private investment of which approximately £120,000 was raised through the sale of shares via the Enterprise Investment Scheme and a government R&D tax claim. This money was used for the development of the technology.

MINIMUM INVESTMENT Applications must be for a minimum of 5,000 shares (£5,000) and thereafter in multiples of 1,000 shares (£1,000).

OFFER FOR SUBSCRIPTION Up to 2,000,000 Ordinary Shares at £1 per share.

THE EIS FUND We see this model of finance as an opportunity for investors to be involved in high-profile and potentially lucrative creative endeavours, while promoting the independent online platform.

THE BASIC RULES FOR AN EIS COMPANY 1. An EIS approved company can only raise up to £5,000,000 in any one tax year.

2. An EIS investor can invest a maximum of £1,000,000 per tax year into an EIS. Couples can double that amount to £2,000,000. With careful planning the investor can invest at the end of one tax year and at the beginning of the next, taking their overall investment up to £4,000,000 for a couple, or £2,000,000 individuals.

3. The investor of the EIS fund must not be associated in any way with the Fund Executives or have direct connections to the technology company.

4. To qualify as an EIS, a technology company must have an active role in the individual projects it is investing in, rather than just offering financial services. The company must not have more than £15 million of gross assets and have fewer than 250 full time employees.

5. The benefits to an EIS investor are restricted to the person’s ability to absorb the credit. Many investors have invested having been told they will get 30% back in cash to find it does not work for them. For example, if someone invests £100,000, they would be entitled to Tax Credit of £30,000, their own tax liability must be at least £30,000 to absorb it.

6. Each potential investor will be assessed to ensure their tax position will allow them to benefit from investing into an EIS. 7. Capital Gains Tax deferral is only valuable to an investor if that person has a realised taxable gain.

That means they must have a CGT liability to shelter in order to receive this benefit from the scheme.

An additional benefit on Capital Gains tax deferral is that in the event of the death of an investor with a deferred CGT liability the deferred gain never comes back to be taxed.

Disposal Relief: If you hold the shares for at least 3 years, then all gains that accrue on those shares may be exempt from Capital Gains Tax when you come to sell them. Therefore, if you buy your shares for £10,000 and in 3 years, they are worth £30,000, you will not have to pay capital gains tax on the £20,000 gain if you decide to sell your shares. Please note that is an example only, and due to start up equity being a highrisk asset class, your investment value can also decrease over time.

Deferral Relief: You will not have to pay Capital Gains Tax until a later date if you dispose of an asset (any asset) and use the gain you made on that asset to invest in shares in a company that qualifies for EIS. You will usually have to pay the Capital Gains Tax when you dispose of the EIS shares.

8. Tax relief is just one of the reasons why someone would invest into an EIS company. Investors receive tax relief of 30% under EIS, and up to 28% of Capital Gains Tax deferral on other chargeable gains made until disposal of shares. If an investor holds their shares for at least three years there is no Capital Gains Tax charged on the gain in any sale of such shares. If the investment fails or an investor sells their shares AHOY

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at a loss, that loss, after deducting EIS Income Tax relief, can be set against the investor’s chargeable gains or taxable income.

9. EIS Loss Relief: If the business performs poorly and you lose money on your investment, you may claim loss relief.

The loss relief you can claim is at the equivalent rate to the highest rate of income tax you pay. So, if you pay income tax at a rate of 45%, you can claim to 45% of your net loss in income tax relief.

For example, if you make a £10,000 investment and the business fails meaning your investment is no longer worth anything you could claim loss relief. Firstly, you could claim the 30% income tax relief (£3,000 in this example). You can then claim loss relief on the remaining £7,000 of an amount equal to your income tax bracket – in this scenario 45% or £3,150, meaning you total loss is only £3,850.

10. Applying tax relief to a previous year (carry-back): You can treat some or all of the shares as being issued in the preceding tax year, as long as you had not reached the limit for the value of EIS shares purchased (£1,000,000) in that year.

If, for example, you invest £10,000 in an EIS eligible company in the 2018-19 tax year, your income tax relief would be £3000 (30% of £10,000). You can apply to have that £3,000 carried back to the previous tax year (2017-2018) and relieved against your tax in that year, as long as you had not acquired more than £1,000,000 worth of EIS shares in that year.

11. EIS Inheritance Tax Relief: You can generally claim Inheritance Tax relief of 100% after two years of holding the EIS shares. This means that any liability for Inheritance Tax is reduced or eliminated in respect of such shares. However, this relief is not available if the shares are listed on a recognised stock exchange.

12. What are the EIS Tax Relief Rules for Investors?

To qualify for these tax benefits, investors must abide by the following rules: You can only invest up to a maximum of £1 million in any number of qualifying companies in each tax year.

You must hold the shares for a minimum of 3 years. If you sell or gift the shares within the 3-year period, you will be subject to relief clawback.

You cannot carry-forward your EIS tax relief.

You must be a UK taxpayer.

You must not be connected to the EIS company (the meaning of connected being: (i) an employee (ii) partner (iii) a paid director) You must be buying brand new shares that are not already on the market.

SHARES IN THE EIS COMPANY To cover all start-up and running costs. we will offer up to £2,000,000 Shares at £1.00 each per share, payable in full on application. In order for the investor to qualify for EIS income tax relief and/or capital gains tax deferral, they must not have controlling interest in the company.

THE EIS FUND - BALANCING RISK AND USING THE EIS FUND For investors to obtain EIS tax relief they must retain their shares for a minimum of three years from the date of issue and the company must adhere to specific conditions attached to EIS relief and deferral.

Bow Street Media Ltd will work closely with our accountant Robert Graham who is an expert in this field to ensure that the company conforms to all EIS requirements. Whilst provisional clearance has been requested from the Inland Revenue in respect of the company qualifying for EIS status, no guarantee is offered that such status will be obtained.

ENTERPRISE INVESTMENT SCHEME Bow Street Media Limited Liability Company will be an Enterprise Investment Scheme approved by HM Revenue and Customs and will be administered by Graham Associates (International) Ltd who are experienced at successfully managing such schemes. Graham Associates are members of the EIS Association which is recognised by HM Treasury.

RISK FACTORS An investment in the [Ordinary Shares] involves risks and Investors may lose part or all of their investment.

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Investors should consider carefully the following factors and other information in this Investment Memorandum before they decide to invest in the [Ordinary Shares].

All of the information contained in this Investment Memorandum should be considered in the light of the risk factors set out below.

The principal risk factors considered by the Company to be relevant when considering an investment in the [Ordinary Shares] are as follows, although this is not an exhaustive list and Investors should consult their financial advisers before investing: Risks relating to an investment in shares Investing in the [Ordinary Shares] is speculative and involves a high degree of risk and should only be made by Investors who can afford to lose their entire investment. Additionally, there is no guarantee of return on an investment in the [Ordinary Shares]. If there is a return it is likely that this will vary in amount from time to time. The value of stocks or shares may go down as well as up. Any investment in the [Ordinary Shares] should be seen as a medium to long-term investment.

As the [Ordinary Shares] in the Company are unlisted/unquoted on a public market, it will be difficult to obtain valuation information and information regarding the extent of the risk involved. There are often greater risks involved in unquoted shares than quoted shares/ securities. You may have difficulty selling this investment at a reasonable price and, in some circumstance, it may be difficult to sell it at any price.

Risks relating to operating history, past performance and future performance Past performance and historical information are not an indication of future performance. The Company’s actual performance could differ materially from projections. The Company has not traded and has no established business or trading history. Consequently, evaluating the Company’s prospects must be considered in light of the risks, expenses and difficulties frequently encountered by early-stage companies.

Risks relating to taxation Changes in government or government policy could affect the tax treatment of technology companies and any investments, in particular if the SEIS and/or EIS tax relief is withdrawn or reduced. This could have a material effect on the performance of the Company and any investment in the Company.

To benefit from SEIS and/or EIS Relief the Company is required to carry on the business outlined in this Information Memorandum during the three-year period from the last allotment of [Ordinary Shares], or the date of commencement of trading if later. The Company fully intends to trade but failure to do so could prejudice the continuing application of tax relief.

Investors wishing to obtain SEIS and/or EIS tax relief must satisfy certain criteria (such as retaining their shares for three years from the date of issue). Failure to meet these requirements will result in the tax relief not applying. Investors are advised to seek professional advice in this respect.

There is no guarantee that SEIS and/or EIS tax relief will be ultimately obtained. This would have a material effect on the performance of the Company and any investment in the Company.

At the time of this offer, both the UK Government have not published any plans for any changes and both recognise the value that technology company in the UK benefits the economy.

Risks relating to income If there is any return on the investment it is unlikely that this (or the initial capital invested) will be distributed to Investors before the expiry of three years from the closing date of the Investment. As a result of this and the tax rules, investing in the Company should not be seen as a short-term investment.

Risks relating to the technology industry The technology industry is a high-risk sector and there is a significant risk that the Company may lose some or all of its investment as a consequence of which some or all of an Investor’s investment could be lost.

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The budget for the Company may be exceeded and sales may not materialise or reach anticipated levels.

The Company will be operating in a competitive industry where the commercial risks are high. Audience reaction, initial reviews and public taste cannot be predicted. Any investment in a technology company, sales and distribution business such as this is, therefore, highly speculative and no guarantee of any return may be given.

The funds spent on the proposed business of the Company may never be recovered and an Investor could lose some or all of their investment.

Other risks If the costs of the Company are increased and/or if the Company wants to develop or expand its business further including for example by acquiring rights to further films, the Company may seek to raise additional finance. Such additional finance may be obtained through a combination of loans and/or investments from third parties or otherwise and will affect the return received by investors in the Company.

Inflation and currency exchange rates could significantly impact on the cost of running the Company’s business.

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Suite 12 Elstree Studios, Shenley Rd, Borehamwood, Hertfordshire, WD6 1JG, UK

Telephone: +44 203 745 5380 info@redrockentertainment.com | www.redrockentertainment.com

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