MEMBERSHIP RULES & REGULATIONS

1. Introduction to Bross Bagels Limited and its Membership Scheme

1.1 Bross Bagels Limited (the “Company”) is a Scottish private limited company.

It was incorporated on 6 June 2017 and has its registered office at 186 Portobello

High Street, Edinburgh, EH15 1EX.

1.2 The Company has now created a membership scheme as described in paragraph

1.5 below (the “Membership Scheme”). These rules and regulations (the “Rules”)

are the rules and regulations of the Membership Scheme and set out the terms

and conditions under which participation in the Membership Scheme will be

offered and administered.

1.3 The purpose of the Membership Scheme is to create a stronger link between

the Company and its customers, providing customers (and others) who

wish to become members with membership benefits (as referred to in these

Rules) whilst also generating funding for the Company via the payment of

membership fees. The membership fees are intended to be used to support

the working capital of the Company and to help facilitate the creation of

a new bakery facility.

1.4 The Membership Scheme is subject to a minimum threshold of members who have

paid at least £25,000 of membership fees in aggregate (or such other figure as the

Board of the Company may determine in its sole discretion from time to time) (the

“Minimum Threshold”). Unless the Board of the Company determines otherwise

from time to time, there is no maximum number of members. Until the Minimum

Threshold is achieved, all membership subscriptions will be held on trust and will

not be used by the Company for any purpose. If the minimum threshold is not

achieved by 31 March 2021 (or such other date as the Board of the Company may

determine in its sole discretion from time to time) (the “Target Launch Date”) then

all membership subscriptions received by the company will be returned to the

relevant applicants and no memberships will be issued. If the Minimum Threshold

is achieved by the Target Launch Date, the Membership Scheme will formally

commence. For the avoidance of doubt, the Company shall be entitled to continue

to market and accept memberships after the Target Launch Date.

1.5 The 2 tiers of Membership Scheme participation (each a “Membership”)

are as follows:

1.5.1 Share Holers Members: comprises a membership in exchange for a joining fee

of £1,000. The joining fee is refundable on cessation of the membership, subject

to the remainder of these Rules. The members will receive:

(a)Product vouchers issued annually in arrears for the duration of the

membership to an annual value equal to 10% of each joining fee (i.e., for each

£1,000 joining fee paid, product vouchers with a retail value of £100 will be

issued each year for the duration of the membership, with the first vouchers

being issued on the first anniversary of becoming a member). The vouchers

will be provided on account as Bross Bagels Vouchers and can be redeemed

in the any shop;

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(b) A VIP invitation to all Bross events and a guided bakery tour;

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(c) A VIP invitation to the Insta-famous bagel building session with Mama Bross;

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(d) Surprise limited edition merch delivery; and

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(e) Your name printed on the Share Holers Wall.

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1.5.2 Bross Poss Members: comprises a Bross Poss membership in exchange for

a donation of at least £100. The donation is non-refundable (subject to the

Minimum Threshold being achieved by the Target Launch Date). Bross Poss

members will receive:

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(a) £120 bagel vouchers to be used over the year in any shop;

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(b) An invitation to certain Bross events; and

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(c) A personal shout out on social media.

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2. Status of the Membership Scheme

2.1 With effect from the achievement of the Minimum Threshold, the Membership

Scheme shall comprise a contractual arrangement between the Company and

the participants in the Membership Scheme. Participation in the Membership

Scheme does not comprise any ownership or investment relationship with the

Company and no participant will be entitled to shares or other securities in

the Company by virtue of participating in the Membership Scheme. Each joining

fee paid by a Share Holer member is considered an unsecured and contingent

obligation of the Company (contingent on the Membership Scheme or the

Membership in question being terminated). Joining fees and donations are not

protected from loss by the Financial Services Compensation Scheme.

2.2 For regulatory purposes, the Membership Scheme is considered to be a

‘rewards-based crowdfunding arrangement” as regards to the Bross Poss or

Share Holers. The Membership Scheme is not intended to be an equity or debt

crowdfunding arrangement, or any other arrangement which is regulated by the

Financial Conduct Authority (the “FCA”). The Company shall be entitled to make

such amendments to the Membership Scheme as may be required from time to time

to ensure the Membership Scheme remains an unregulated scheme for the purposes

of the FCA as regards the Bross Poss memberships and Share Holers memberships.

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3.Duration of Memberships

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3.1 The Membership Scheme has a minimum duration of 4 years for Share Holer

members, commencing on the date on which the Minimum Threshold is achieved

(the ‘Initial Period”). After the Initial Period the Membership Scheme will continue

unless and until terminated by the Company.

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3.2 Notwithstanding paragraph 3.1, the Company shall be entitled to terminate the

Membership Scheme at any time by giving Members at least 6 months’ prior

written notice of the termination of the Membership Scheme.

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3.3 Individual members will be entitled to resign from their Membership by giving the

Company at least 6 months’ prior written notice, provided that any such notice is

not effective if it is provided during the Initial Period (unless the Company agrees

otherwise, on a case-by-case basis and in its sole discretion).

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3.4 Subject to the Minimum Threshold being achieved by the Target Launch Date,

all donations paid by Bross Poss members are non-refundable.

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3.5 Where the Membership Scheme is terminated by the Company, joining fees

paid by Share Holers are refundable on the cessation of the Membership Scheme.

For the avoidance of doubt, all entitlements to product vouchers pursuant to

paragraph 1.5 above shall terminate with effect from the cessation of the

Membership Scheme. No credit shall be given for accrued but unissued or

unredeemed vouchers, unless the Company determines otherwise in its sole

discretion and on a case-by-case basis.

3.6 Where a Membership is terminated by a Share Holer member pursuant to

paragraph 3.3 above, the joining fees paid by the member in question are

refundable to the member in question on the cessation of their Membership,

subject at all times to the cashflow of the Company. If the Company considers

(acting reasonably and in good faith) that it has insufficient cashflow to refund

a joining fee pursuant to this paragraph 3.5, it shall be entitled to suspend the

refund until the Company considers (acting reasonably and in good faith) that

it has sufficient cashflow to refund the joining fee in question (and shall in the

interim increase the amount of the product vouchers to an amount equal to

12% per annum of the joining fee in the case of a Share Holer member). For the

avoidance of doubt, all entitlements to discounts and product vouchers pursuant

to paragraph 1.5 above shall terminate with effect from the repayment of the

joining fee in question. No credit shall be given for accrued but unissued or

unredeemed vouchers, unless the Company determines otherwise in its sole

discretion and on a case-by-case basis.

3.7 Notwithstanding any other Rule, in the event of the insolvency or cessation of

the Company the Membership Scheme shall be automatically terminated and all

joining fees from Share Holers members then outstanding shall be repayable as

unsecured obligations of the Company. For the avoidance of doubt, no personal

guarantees or other undertakings are given in relation to joining fees which are

not refunded for any reason.

3.8 In the case of death of a member, the Membership in question may pass

to the member’s spouse or to the member’s estate or to the member’s

children. If the member’s spouse or children do not want to become members

of the Membership Scheme, the Membership in question will be resigned in

accordance with these Rules but waiving the prohibition on resigning within

the Initial Period.

3.9 A Membership may be suspended or terminated by the Company if, in the sole

judgment of the Company, the member’s conduct was improper or likely to

endanger the welfare, safety, harmony or good reputation of the Company, other

members of the Membership Scheme or the Company’s staff

. Where a member’s

rights or access are restricted or suspended from time to time pursuant to this

paragraph 3.9, such member shall not be entitled to any repayment or refund or

other compensation.

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4. General

4.1 Memberships are not transferable (save with the prior written consent of the

Company on a case-by-case basis and at the sole discretion of the Company).

4.2 The Rules may be amended from time to time at the discretion of the Company,

provided that no change shall be made to the benefits set out in paragraph 1 or

the refund of joining fees pursuant to paragraph 3 unless such amendment is

required for regulatory purposes or to comply with applicable law or regulation.

4.3 The Company makes no representation about the tax and other consequences

of becoming a member and receiving rewards. Members are responsible for

obtaining their own professional advice.

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4.4 The Rules, the Membership Scheme and any dispute arising in relation thereto

are governed by Scots law and the Company and each member hereby submit

to the exclusive jurisdiction of the Scottish Courts