Real Estate Credit Investments

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THE MATERIALS CONTAINED HEREIN MAY NOT BE DISTRIBUTED, FORWARDED, TRANSMITTED OR OTHERWISE MADE AVAILABLE, AND THEIR CONTENTS MAY NOT BE DISCLOSED, TO ANY US PERSON OR IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. The information contained herein and on the pages that follow does not constitute or form part of an offer to sell or issue, or a solicitation of an offer to purchase or subscribe for, any securities to, or for the account or benefit of, US persons as defined in Regulation S under the US Securities Act ("US Persons") or persons within the United States, Australia, Canada, Japan, South Africa or within any other jurisdiction where such offer or solicitation would be unlawful. The Company's securities have not been and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act”), or under any securities laws of any state or other jurisdiction of the United States. The Company's securities may not be offered, sold, resold, taken up, exercised, renounced, transferred delivered or distributed, directly or indirectly, into or within the United States or to, or for the account or benefit of, US Persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer of the Company's securities in the United States. The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended (the “US Investment Company Act”) and, as such, holders of the Company's securities will not be entitled to the benefits of the US Investment Company Act. No offer, purchase, sale, exercise or transfer of the Company's securities may be made except under circumstances which will not result in the Company being required to register as an investment company under the US Investment Company Act. The offer and sale of the Company's securities have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan or South Africa. The Company's securities may not be offered, sold, resold, transferred, delivered or distributed, directly or indirectly, in Australia, Canada, Japan or South Africa or to any resident or citizen of Australia, Canada, Japan or South Africa. There will be no public offer of the Company's securities in Australia, Canada, Japan or South Africa. In addition, in the United Kingdom, the information contained herein and on the pages that follow is being directed only at, Qualified Investors (i) who have professional experience in matters relating to investments who fall within the definition of "investment professional" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) who are high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order, and (iii) other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). Any investment or investment activity to which the information contained herein and on the pages that follow relates is available only to and will only be engaged in with such persons. The information contained herein and on the pages that follow must not be acted on or relied on in the United Kingdom, by persons who are not relevant persons. Potential users of the information contained herein and on the pages that follow are requested to inform themselves about and to observe any such restrictions. The information contained herein and on the pages that follow may contain forward-looking statements. Any statement other than a statement of historical fact is a forward-looking statement. Actual results may differ materially from those expressed or implied by any forward-looking statement. The Company does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on any forward-looking statement, which speaks only as of the date of its issuance. By using this website you confirm that you have read, understood and accepted these conditions. The Company may change these conditions. The changes will be posted on the website. Your access to this website is governed by the version of these conditions then-in-force. 1. Terms and conditions 1.1. The terms and conditions set out below apply to your use of the Company's website. Please read them. 1.2. The "Company" means Real Estate Credit Investments Limited and any of its subsidiaries and related companies and references to the "Company's website" are to any of the Company's websites and also include, but are not limited to, the text, images, links, sounds, graphics and video sequences displayed in such websites (the "Materials"). 1.3. By clicking and entering www.recreditinvest.com you agree that you have read and accept these terms and conditions. If you do not agree, do not use www.recreditinvest.com. The information in the Company's website is only for the attention of the residents of jurisdictions where it can be lawfully disseminated. It is your responsibility to be aware of and to observe all applicable laws and regulations for your country of residence. 1.4. No information contained in these pages should be taken as a recommendation to buy, sell or hold the securities of any entity. Nothing on the Company's website or in the Materials constitutes or is intended to constitute financial or other advice and you should not act upon any information contained on the Company's website or in the Materials without first consulting a financial or other professional adviser. 1.5. The Company's website is not intended to offer or to promote the offer or sale of the securities of the Company (the "Securities") in the United States or to US Persons. 1.6. Under the Company's articles of incorporation, the board of directors of the Company (the "Board") may refuse to register a transfer of the Securities to any person, as determined by the Board, to whom a sale or transfer of Securities, or in relation to whom the holding of Securities (whether directly or indirectly affecting such person, and whether taken alone or in conjunction with other persons, connected or not, or any other circumstances appearing to the Board to be relevant): (a) would or could be in breach of the laws or requirements of any jurisdiction or governmental authority; (b) might result in the Company incurring a liability to taxation; or (c) would or could (i) cause the Company’s assets to be deemed "plan assets" for the purpose of the US Employee Retirement Income Security Act of 1974, as amended ("ERISA") or the US Internal Revenue Code of 1986, as amended (the "US Tax Code"); (ii) cause the Company to be required to register as an "investment company" under the US Investment Company Act (including because the holder of the shares is not a "qualified purchaser" as defined in Section 2(a)(51) of the US Investment Company Act and the related rules and regulations thereunder) or to lose an exemption or status thereunder to which it might otherwise be entitled; (iii) cause the Company to have to register under the US Exchange Act of 1934, as amended (the "US Exchange Act"), or any similar legislation; (iv) cause the Company not to be considered a "foreign private issuer" as such term is defined in Rule 3b-4(c) under the US Exchange Act; (v) result in a person holding shares in violation of the transfer restrictions put forth in any prospectus published by the Company, from time to time; or (vi) cause the Company to be a "controlled foreign corporation" for the purposes of the US Tax Code (each of (a), (b) and (c), a "Non-Qualified Holder"). If it shall come to the notice of the Board that any Securities are owned directly or beneficially by any Non-Qualified Holder, the Board may give notice to such person requiring it (a) to provide the Board within thirty days with sufficient satisfactory documentary evidence to satisfy the Board that such person (as applicable) is not a Non-Qualified Holder or (b) to sell or transfer its Securities to a person qualified to own the same within thirty days and within such thirty days to provide the Board with satisfactory evidence of such sale or transfer. If any person upon whom such a notice is served does not within thirty days after such notice transfer its Securities to a person qualified to own the same or establish to the satisfaction of the Board (whose judgment shall be final and binding) that it is qualified and entitled to own the Securities, such person shall be deemed upon the expiration of such thirty days to have forfeited its Securities. 1.7. The Company delivers to its shareholders annual audited financial statements and such other shareholder notices as the Company deems appropriate. Unless a shareholder indicates otherwise by written notice to the Company, the shareholder hereby consents to receive the Company's financial statements and shareholder newsletters, and other shareholder notices and materials in the Company's records or via the Company's website at www.recreditinvest.com. Although the Company does not impose any additional charges for electronic delivery, the shareholder may, of course, incur costs associated with the shareholder’s electronic access, such as usage charges from the shareholder’s Internet access providers. 2. Limitation of liability 2.1. Nothing in these terms and conditions shall be taken to limit or exclude any liability which may not otherwise be limited or excluded under applicable law. Use of the Company's website and the Materials are at your sole risk. The Company will not be liable to any person for any direct, indirect, special or consequential, losses, damages or awards of any kind, howsoever caused, as a result of the use of or inability to use, or reliance on, the Company's website or any of the Materials. The Company excludes all warranties, conditions, terms, undertakings and representations (excepting fraudulent misrepresentation) of any kind, express or implied, statutory or otherwise in connection with the Company's website and the Materials to the fullest extent permitted by law. 2.2. Nothing in this website should be construed as investment, tax, legal or other advice nor is it to be relied upon in making an investment decision. Those accessing the website should consult their financial advisers regarding the suitability of any of the products referred to on this website. The value of investments and the income from them may go down as well as up and an investor may receive back less than the original investment; past performance is not necessarily a guide to future performance. 3. Disclaimer 3.1. The Materials and the Company's website are provided on an "as is" and "as available" basis and do not purport to be full or complete. The Company gives no warranties (express, implied or statutory) as to satisfactory quality or fitness for purpose of the Materials, including without limitation, as to the accuracy, validity, timeliness, merchantability or completeness of any information or data contained therein (whether prepared by the Company or by any third party), or that any of the Materials or the Company's website will be provided uninterrupted or free from errors or that any identified defect will be corrected. The Company has the right to suspend or withdraw the provision of all or any of the Company's website or the Materials without prior notice at any time. You are entirely responsible for your use of the website, and for the consequence of relying on any content. Further, no warranty of any kind is given that the Company's website and the Materials are free from any virus or other malicious, destructive or corrupting code, program or macro. The Company does not warrant that the Company's website or the server(s) that make(s) them available are free of any virus or other harmful elements. 3.2. To the maximum extent permitted by law, the Company disclaims all liability to you arising out of your use of the website. In particular, the Company shall not be liable for any direct or indirect loss or damage to you, any loss of profits, loss of business, revenue, data, goodwill or anticipated or consequential loss or damage. 3.3. Reference in the Company's website and/or the Materials to any hypertext link, product, process or service does not imply the Company's support for, nor endorsement or recommendation of, the provider thereof or the product, process or service to which reference is made. The Company's website may contain hypertext links to other websites, resources or other third parties. The Company is not responsible for the availability of, and accepts no liability in relation to, these external websites or their contents. The Company is not a sponsor, partner, promoter or publisher of any of such website. 4. Governing law — The agreement between the Company and you relating to your use and browsing of the Company's website is governed by and shall be construed in accordance with the laws of England and Wales and you agree that the Courts of England shall have exclusive jurisdiction over any disputes arising in relation to such use and browsing. These terms and conditions may not be modified unless the Company agrees in writing. 5. Use of cookies — This website will use a cookie to confirm that this disclaimer has been acknowledged. The cookie lasts only as long as your browser is open and cannot be used to obtain any private data about you. You do not have to accept cookies from this site but if you do not you will be required to acknowledge the disclaimer on every page. 6. The Materials that you are seeking to access is not directed at and may not be viewed by or distributed to persons: 6.1. in the United States or who are, or are acting for the benefit of, US Persons; or 6.2. located in a jurisdiction where it is not lawful to access the Materials. By clicking "I understand and agree" below, you represent, warrant and agree that you (1) have read and understood the terms and conditions and other information set out above, (2) agree to be bound by its terms (3) are permitted under applicable laws and regulations to receive the information contained in the pages that follow and (4) agree that you will not transmit or otherwise send any information contained in this website to any person in the United States, to any US Person or to any publication with a general circulation in the United States. If you cannot so certify and agree, you must click the button labelled "Decline" or otherwise exit this website.