Maxx Boot

Maxx BV General Terms and Conditions
CleanTech Capital
October 2008
Maxx's mission is to contribute to sustainable economic development by stimulating
entrepreneurship and investments.
Individuals or organisations ('Parties') registering through its signing an agreement with Maxx using its services, acknowledge to have read, understood and accepted these Terms and Conditions.

Scope of activities and limitation of liabilities
1. Maxx takes reasonable steps to ensure that the information is reliable, isn't harmful or misleading. Nevertheless, no responsibility can be accepted by Maxx, for any damage or loss of whatever nature due to negligence, disclosure or non-disclosure of information or any other cause, incurred by contacting a party introduced by or through Maxx.

2. Maxx facilitates the exchange of information and contacts between entrepreneurs,
potential investors, suppliers or other. Maxx does not advise on the merits or risks of investing and by no means publicly offers or trades in securities. Maxx is not
authorised to represent entrepreneurs or investors in dealmaking.

3. Maxx shall not be held liable by anyone for any damage or loss, which may be incurred as a result of (but not limited to) an investment, lack of interest, broken
promise and/or any contact with a party introduced by or through Maxx.

4. Irrespective of the legal entity or the composition of a team or group, one natural
person will be the official applicant and thus is the contact person for Maxx; If this person represents an organisation, this person declares to be authorised to represent that organisation and this person signs for the organisation as a whole. Clients of Maxx will only disclose information which is correct to their best possible knowledge. In other words: Will not distribute misleading, harmful or illegal information to Maxx.

5. An investor can be a private individual, group of individuals, company, fund or institution willing and able to invest part of their resources in entrepreneurs
in return for a share in the profits. The investor is represented by a natural person who will either be the investor or its authorised representative. Maxx is entitled to make inquiries about the origins and/or the original owner of the capital to be invested and is required to check references.

6. Investors who consider investing in propositions provided by Maxx are required to sign an Investor Agreement. A short anonymous profile is drafted and investment preferences (expression of interest) are filed for matchmaking purposes. Signed investors have access to the screened propositions through a secure investor portal. Maxx can communicate anonymous investment requirements, mandates and investor preferences for the purpose of sourcing business plans. Investors must form their own opinion on the viability of the company's business proposition and the investment opportunity.

7. Be aware of the following risks related to investing in
companies proposed by Maxx:
a. Investment in unlisted companies is a high risk investment.
b. Investing in emerging markets and or new technology companies adds to that risk.
c. The investor considering investment in a proposed company is required to be
knowledgeable in the fields mentioned
d. The exit routes for investments in unlisted companies are limited. Marketplaces for
trading of securities or shares are scarce. Consequently it is difficult to determine the
market price of securities upon exit. This makes it difficult to find interested buyers for
such securities.
e. There is a very high risk of non-repayment of interest, principal, dividends or guarantees on loans, not only due to failing entrepreneurs but also due to failing economies, political turmoil, catastrophes etc.
f. In this light, you (or the organisation you represent) should carefully consider whether
such investments suit you and whether you can spare the financial resources.
Entrepreneurs are warned that not all investors are true investors and that not all investors act in good faith. Even the real investors who act in good faith are not equally successful. Therefore entrepreneurs are obliged to verify that the investor, with whom they are in negotiation, is a suitable investor for them.

Maxx Matchmaking
8. Maxx does not advise on the merits or risks of investing and by no means publicly offers or trades in securities. Maxx is not authorised to represent entrepreneurs or investors in deal making. Maxx does not perform independent Verification or investigation. Accordingly, no responsibility can be accepted by Maxx, for any damage or loss whatsoever due to negligence, disclosure or non-disclosure or any cause occasioned by an investment in any business where the investment arises as a result of information provided by Maxx.

9. It is up to the discretion of Maxx to accept an entrepreneur for investor matchmaking.
Maxx will under no circumstance mediate, arbitrate or intervene in a dispute between an
investor and an entrepreneur or between other parties subjected to these general terms and conditions.

10. Compensation of Service, Notification and Penalty:
a. Maxx invests time, money and resources in the sourcing and the preparation
of entrepreneurs and their businesses for third party finance. For this service Maxx will
charge the investor or entrepreneur for this service. An investor investing (time, money or other assets) in a Maxx entrepreneur will be charged a
- fee based on hours production
- success fee via a sliding scale from 2% to 5% of the investment value, depending of the investment size in relation to efforts. The minimum fee is Euro15,000. Investors or entrepreneurs who sign an Investor Agreement may be eligible for alternative success fee arrangements.
b. Parties agree to inform Maxx as soon as they consider investing or entering into
investment negotiations. Maxx will then provide both parties with a Letter of Intent
(LoI). This LoI covers the rules of engagement between the entrepreneur and the investor, the specifics of the service level to be expected from Maxx and/or her Agents and the success fee agreement.
c. Both parties agree to inform Maxx
within five days after a term sheet or an investment agreement has been signed between an investor and an entrepreneur. Parties will inform Maxx by providing a copy of the investment agreement or term sheet, containing the type, timing and size of the investment(s). d. Failure to inform Maxx of an investment, will end any service provided by Maxx to the concerned party and will result in a penalty of at least € 25,000.
e. Progress Reports: Maxx activities can be funded by sponsors who require regular progress reports. It is therefore necessary that both investors and entrepreneurs who enter into an agreement, provide Maxx with an annual progress report on the investment and the business (maximum of 2 pages), for a period of two years. The information provided
in this report will be handled with confidentiality. It will be used to support the transparency of the results and quality of activities. Maxx will provide the template to be used for the progress reports.

Non disclosure and use of information

11. All information on entrepreneurs, businesses, investors and other individuals issued by Maxx or by other individuals is considered as confidential. Confidential information must be treated as such; therefore parties will do their best to protect the interests of the party subject to that information.

12. Parties ensure that confidential information related to Maxx will not be revealed to third parties, even after the conclusion of the contest. Parties ensure that confidential information is only used in the course of preparing for, carrying out and follow-up of the Maxx and will only passed on to third
parties after express written consent from the information owner.

13. Parties ensure that all confidential information received in the course of the Maxx will be destroyed within one year of signing this Agreement. Parties ensure that any colleagues or advisers that are called upon for assistance will also abide by these rules.
Parties agree to enter into a confidentiality agreement when one of the parties makes an explicit (written or verbal) request to do so. Parties ensure that confidential information is solely used for the purpose of the Maxx and the role of the party in the competition.

14 Other than for the purpose of entering into a financial agreement between entrepreneur and investor, parties will not solicit business from any entrepreneur seeking investment/support nor in any way use any information provided by Maxx for commercial gain without written consent of the party subject to that information.

15. Maxx does not accept any responsibility regarding unsolicited (confidential) documents or information provided to the Maxx.

Governing law and forum
This agreement shall be governed by the laws of The Netherlands. All disputes arising out of or in connection with this agreement or further agreements resulting therefrom shall be dealt with by a court in Amsterdam, The Netherlands.

These Terms and Conditions are published on October 15th 2008.
General Terms and Conditions
Maxx BV