SOMO LENDER DECLARATION OF TRUST

To all Lenders of the Somo Platform and any other persons whom it may concern:

BACKGROUND

(A) SM1 Capital and Security Ltd (registered in England and Wales with company registration number 12713865, trading as ‘Somo’) is the owner, manager and operator of the Somo Platform, an online facility which allows those Lenders who have agreed to observe and be bound by the rules of the Somo Platform (the “Somo Rules”) as set out in the Global Lender Provisions and related Finance Documents to participate in it.

(B) The Somo Platform and the Somo business were previously owned and operated by Social Money Limited (‘SML’), which acted as trustee for Lenders. The Somo business was sold and transferred to SM1 Capital and Security Ltd (‘SM1’), and SM1 now owns and operates the Somo Platform and is the trustee under this Declaration of Trust. Pursuant to documentation previously entered into and signed, SML holds the Borrower Loans originated before that transfer (the ‘Legacy Loans’), their Security and all money receipts in respect of them as trustee for SM1. SM1 in turn holds its interest in the Legacy Loans, their Security and such receipts on the trusts of this Declaration of Trust for the benefit of the relevant Lenders, so that each Lender’s position is the same whether or not its Underlying Borrower Loan is a Legacy Loan. References in this Declaration of Trust to ‘Somo’ are to SM1.

(C) As part of the normal operation of the Somo Platform, Somo is involved in the collection and allocation and repayment of loan funds paid in connection with the provision of bridging Borrower Loans. As a result, at certain times Somo may hold funds and Security for Lenders. This Declaration of Trust sets out the terms on which such Trust Assets are held, and makes clear what is – and what is not – held on trust.

(D) As part of the normal operation of the Somo Platform, Somo is involved in the origination and repayment of each bridging Borrower Loan. This Declaration of Trust sets out the terms on which Somo will operate as agent and trustee on behalf of each Lender.

OVERRIDING PRINCIPLES OF PARTICIPATION

(A) Somo lends money and takes Security in respect of UK Property. The Security is owned by Somo and held on trust for the benefit of the relevant Lenders, and it forms part of the Trust Assets.

(B) The Somo Platform and the Somo business were previously owned and operated by Social Money Limited (‘SML’), which acted as trustee for Lenders. The Somo business was sold and transferred to SM1 Capital and Security Ltd (‘SM1’), and SM1 now owns and operates the Somo Platform and is the trustee under this Declaration of Trust. Pursuant to documentation previously entered into and signed, SML holds the Borrower Loans originated before that transfer (the ‘Legacy Loans’), their Security and all money receipts in respect of them as trustee for SM1. SM1 in turn holds its interest in the Legacy Loans, their Security and such receipts on the trusts of this Declaration of Trust for the benefit of the relevant Lenders, so that each Lender’s position is the same whether or not its Underlying Borrower Loan is a Legacy Loan. References in this Declaration of Trust to ‘Somo’ are to SM1.

(B) This Somo Platform has been established on the overriding principle of protection of each Lender’s Assets and that each Lender Loan follows the performance of the Underlying Borrower Loan to which it is referable. This means:

1 Defined Terms and Overriding Provisions

Terms defined in the Global Lender Provisions have the same meaning when used in this Declaration of Trust (including ‘Lender Loan’, ‘Borrower Loan’, ‘Underlying Borrower Loan’, ‘Advance’, ‘Bid’, ‘Dormant’, ‘Final Payment’ and ‘Trust Assets’). ‘Somo Rules’ means the Global Lender Provisions (as updated from time to time in accordance with their terms) together with the other Finance Documents and the rules, terms and policies of the Somo Platform referred to in them. All the terms, provisions and exclusions of the Global Lender Provisions shall apply equally to this Declaration of Trust. If there is any inconsistency between this Declaration of Trust and the Global Lender Provisions, the Global Lender Provisions shall prevail.

2 Lender Trust Account Declaration

Somo declares that it will: (a) treat as its client any Lender (when acting as such) who has been accepted as a Lender and able to participate in the Platform; and (b) treat any money held by Somo on behalf of any Lender in accordance with the Somo Rules as segregated Lender Trust Money unless and until properly applied by Somo in accordance with the Somo Rules (including the application of an Advance to a Lender Loan pursuant to a completed Bid, upon which clause 5.2 applies); and (c) treat the bank accounts in which such Lender Trust Money is held by Somo as separate Lender Trust Accounts. ‘Lender Trust Money’ is held on the trusts of this Declaration of Trust.

3 Acknowledgement, Confirmation and Declaration of Trust

3.1 Somo acknowledges and confirms, and to the extent necessary or desirable declares, that:

3.2 In respect of each relevant Lender, this Declaration of Trust will be treated as having been effective on and with effect from the date on which that Lender is accepted as a Lender to the Somo Platform and from such date, the Lender’s Trust Assets shall be held in accordance with the trust provisions as set out in this Declaration of Trust and separate from Somo’s money.

3.3 Somo undertakes at all times for the purposes of this Declaration of Trust to designate Lender Trust Accounts at one or more approved banks into which Lenders’ money is to be paid and to keep a register of Trust Assets in respect of each Lender and of each separate trust described at clause 4.3.

3.4 Supersession. This Declaration of Trust replaces and supersedes, in respect of each Lender, all previous declarations of trust made by Somo or SML in relation to the Somo Platform, with effect from the date on which the updated Somo Rules become effective for that Lender in accordance with paragraph 14(a) of the Global Lender Provisions; until that date, the previous declaration of trust continues to apply to that Lender. The trusts constituted by this Declaration of Trust are declared over the same categories of assets, and for the benefit of the same Lenders, as those previously held, and nothing in this clause interrupts the continuity of any Lender's protection.

4 Trust Funds

4.1 Any money which for the time being is held by Somo on the terms of this Declaration of Trust, is held:

4.2 For the avoidance of any doubt this Declaration of Trust:

4.3 Separate trusts; no pooling. The trusts constituted by this Declaration of Trust take effect not as a single trust fund but as a series of separate trusts, namely: (a) for each Lender, a separate trust of the Lender Trust Money held for that Lender under clause 3.1(a); and (b) for each Underlying Borrower Loan, a separate trust of the Security for that Underlying Borrower Loan, held for the benefit of the Lenders whose Lender Loans are referable to it. The interest of each such Lender in that separate trust is fixed in proportion to the aggregate principal amount of all of that Lender’s Lender Loans referable to that Underlying Borrower Loan: a Lender may have more than one Lender Loan referable to the same Underlying Borrower Loan (for example, where it makes further Advances on different dates), and each such Lender Loan retains its own Loan Certificate, Term and Interest Rate while sharing in the same separate trust of the Security. Each separate trust is independent of every other: no Lender has any interest in the assets of any separate trust other than its own (or, in the case of Security, other than the separate trust to which its Lender Loans are referable); the assets of one separate trust are not available to meet any claim or shortfall arising in relation to any other; and nothing in this Declaration of Trust or the Somo Rules pools any Lender’s money or assets with those of any other Lender. These separate trusts are the ‘micro-individualised trusts’ referred to in the Global Lender Provisions. Somo shall maintain the register described at clause 3.3 so as to record, at all times, the assets of each separate trust. For the avoidance of doubt, Lender Trust Money of more than one Lender may be held in the same designated Lender Trust Account, provided each Lender’s entitlement is separately recorded in that register.

5 Release and Discharge of the Trust

5.1 No use of Lender Trust Money. Somo will not use any money held for a Lender on the trusts of this Declaration of Trust for any purpose except: (a) applying it to a Lender Loan referable to an Underlying Borrower Loan (and its Security) nominated by that Lender through a completed Bid (including under Auto-Lend); (b) returning it to that Lender; or (c) as expressly authorised by clause 5.3 (Dormant balances), clause 6 or elsewhere in the Somo Rules. Until so applied, returned or released, that money remains a Trust Asset of that Lender’s separate trust.

5.2 Application of Advances to Lender Loans. When any money standing to the credit of a Lender’s E.Wallet is applied to a Lender Loan pursuant to a completed Bid (including under Auto-Lend), that money is thereby released from the trusts constituted by this Declaration of Trust, ceases to be Lender Trust Money and a Trust Asset, and becomes the absolute property of Somo, forming part of Somo’s balance sheet in accordance with paragraph 4(b) of the Global Lender Provisions. From that moment the Lender’s rights in respect of that money are: (a) Somo’s debt obligation under the Lender Loan; (b) the benefit of the Security for the Underlying Borrower Loan held on trust under this Declaration of Trust; and (c) the trust over monies received by Somo from the Borrower for onward payment to the Lender, which arises from receipt.

5.3 Dormant balances. Where a Lender’s E.Wallet is classified as Dormant and the conditions in paragraph 3(h) of the Global Lender Provisions (including the reasonable steps to contact the Lender described there) have been satisfied, the trusts constituted by this Declaration of Trust over the balance standing to the credit of that E.Wallet are released and discharged, and that balance becomes the absolute property of Somo. The Lender’s sole remaining right in respect of that balance is the contractual right of repayment described at paragraph 3(h)(4) of the Global Lender Provisions, which is a personal claim against Somo and not a proprietary or trust claim.

5.4 Final Payments. Upon a Lender’s acceptance (or deemed acceptance) of a Final Payment in accordance with paragraph 9(d) of the Global Lender Provisions, the trusts constituted by this Declaration of Trust are released and discharged in respect of the relevant Lender Loan, its Underlying Borrower Loan and the Security for that Underlying Borrower Loan (so far as held for that Lender), and Somo shall have no further obligation as trustee to that Lender in respect of them.

5.5 Effect of release. Each release under this clause 5 takes effect automatically and without the need for any further act, instrument or notice, and each Lender is deemed to consent to it by agreeing to the Somo Rules.

5.6 Original terms. The provisions of this clause 5 are original terms of the trusts constituted by this Declaration of Trust and are not an amendment to which clause 6.4 applies.

6 Powers of Somo

6.1 Somo may not make advances of credit to itself out of the Lender Trust Money held in trust except: (a) the application of an Advance to a Lender Loan pursuant to a completed Bid (including under Auto-Lend), to which clause 5.2 applies; (b) the release of a Dormant balance under clause 5.3; and (c) any fee, cost or deduction expressly authorised by the Somo Rules, provided in each case that there is sufficient money standing to the credit of, or owed to, the Lender Trust Accounts in accordance with clause 4.2(b).

6.2 Subject to clause 6.1, and without imposing any additional duty or responsibility in this respect on Somo, Somo is authorised to transfer monies between Lenders if monies have been incorrectly allocated to a particular Lender or to facilitate the operation of Secondary Sales / Re-sales between relevant Lenders.

6.3 Any interest earned on or derived from Somo's holding of Lender Trust Money (subject and without prejudice to any other agreement which Somo may make with any Lenders) will belong to the Lender in whose name the Lender Trust Account in question is designated. Somo is not required to account for the interest arising to any other person.

6.4 Somo may at any time and from time to time by deed supplemental to this Declaration of Trust amend the terms of this Declaration of Trust for any reason, including but not limited to compliance with any applicable legal or regulatory requirements, requirements of banks holding Lender Trust Accounts, or other operational reasons, PROVIDED that no amendment may be made after failure of Somo and no amendment may be made which diminishes or materially affects adversely the existing beneficial interest of any Lender in any part of the funds for the time being subject to the trusts constituted by this Declaration of Trust.

7 Notification to Banks

7.1 Somo may deliver a certified copy of this Declaration of Trust to any bank, at which from time to time Lender Trust Accounts may be held or which from time to time may be holding any Lender Trust Money.

7.2 When acting as trustee under this Declaration of Trust Somo will not be responsible for any liability incurred by reason of the appointment, misconduct or default of any bank or any other person under, nor will Somo be obliged to supervise any such bank beyond the reasonable day-to-day interaction between a commercial bank and its commercial customer.

8 Agency and Trustee Provisions

8.1 Each Lender, by becoming a Lender appoints Somo to act as its agent under and in connection with the Finance Documents. Somo owns all Security and declares that it holds the Security on trust for the benefit of itself and of each Lender whose Lender Loan is referable to the relevant Underlying Borrower Loan, on the terms contained in the Somo Rules and this Declaration of Trust. Each Lender authorises Somo to perform the duties, obligations and responsibilities and to exercise the rights, powers, authorities and discretions under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions. No Lender shall have any independent power to enforce, or have recourse to, any of the Security or to exercise any right, power, authority or discretion arising under any document granting Security except through Somo.

8.2 Somo shall exercise or refrain from exercising any right, power authority or discretion vested in it under any Finance Document as it may determine acting in its complete discretion.

8.3 Somo shall not be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account nor shall be obliged to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority or discretion.

8.4 Somo may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as it shall deem appropriate. Somo shall not be liable for any error of judgment made by any such person; or be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part, of any such person.

8.5 No Lender may take any proceedings against any officer, employee or agent of Somo in respect of any claim it might have against Somo or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document or any Security. Somo will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by Somo if it has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by Somo for that purpose.

8.6 Each Lender shall supply to Somo any information that Somo as agent and trustee may reasonably specify as being necessary or desirable to enable Somo to perform its duties as agent and trustee.

8.7 If any Lender owes an amount to Somo under the Finance Documents, Somo may, after giving notice to that Lender, deduct an amount not exceeding that amount from any payment to that Lender which Somo would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Lender shall be regarded as having received any amount so deducted.

8.8 Somo shall not be liable for any failure to: (i) require the deposit with it of any deed or document certifying, representing or constituting the title of any Borrower to any of the Security; (ii) obtain any licence, consent or other authority for the execution, delivery, legality, validity, enforceability or admissibility in evidence of any Finance Document or the Security; (iii) register, file or record or otherwise protect any of the Security under any law or regulation or to give notice to any person of the execution of any Finance Document or of the Security; (iv) take, or to require any Borrower to take, any step to perfect its title to any of the Security or to render the Security effective or to secure the creation of any ancillary Security under any law or regulation; or (v) require any further assurance in relation to any Security.

8.9 Somo may, at any time, delegate by power of attorney or otherwise to any person for any period, all or any right, power, authority or discretion vested in it in its capacity as such.

8.10 The rights, powers, authorities and discretions given to Somo under or in connection with the Finance Documents shall be supplemental to the Trustee Act 1925 and the Trustee Act 2000 and in addition to any which may be vested in Somo by law or regulation or otherwise. Section 1 of the Trustee Act 2000 shall not apply to the duties of Somo in relation to the trusts constituted by this Declaration of Trust. Where there are any inconsistencies between the Trustee Act 1925 or the Trustee Act 2000 and the provisions of this Declaration of Trust, the provisions of this Declaration of Trust, shall, to the extent permitted by law and regulation, prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions of this Declaration of Trust, shall constitute a restriction or exclusion for the purposes of that Act.

9 Exclusions of Liability and Force Majeure

9.1 Without limiting clause 1, paragraph 8 (Our liability) of the Global Lender Provisions applies to Somo (and to SML) in its capacity as trustee and agent under this Declaration of Trust as it applies to Somo under the Global Lender Provisions, and each exclusion, limitation and cap of liability set out there extends to any liability arising under or in connection with this Declaration of Trust and the trusts constituted by it.

9.2 Neither Somo nor SML shall be in breach of this Declaration of Trust, nor liable to any Lender for any failure or delay in performing, or any non-performance of, any of its duties, obligations or responsibilities under it (including any delay in the payment or distribution of any sum), where and to the extent that such failure, delay or non-performance is caused by or arises from a Force Majeure Event (as defined in paragraph 14(g) of the Global Lender Provisions). Performance shall be suspended for so long as, and to the extent that, the Force Majeure Event continues, and Somo shall use reasonable endeavours to mitigate its effect.

9.3 Nothing in this Declaration of Trust excludes or limits any liability for fraud, wilful deceit or gross negligence, or any other liability which cannot be excluded or limited by law.

10 Governing Law

10.1 This Declaration of Trust, the trusts constituted by it and any non-contractual obligations arising out of or in connection with it are governed by English law, and the English courts have exclusive jurisdiction to hear any dispute arising out of or in connection with them.