The information contained in this website (the "Information" and the "Website") is issued for the sole purpose of providing information in relation to a potential investment in MPC Caribbean Clean Energy Limited (the "Company") by prospective investors ("Prospective Investors") that are not US Persons (as defined below) and that are resident in one or more of the following jurisdictions and not in any other jurisdiction: Jamaica, Trinidad and Tobago, (the "Permitted Jurisdictions"). The Company and the Class B shares available for subscription in the IPO have been registered in Jamaica and Trinidad and Tobago and not in any other jurisdiction.  Any offer or sale of securities in any other jurisdiction may be restricted by law.  Persons interested in investing in the Class B shares should contact their attorney at law or stock broker in order to determine whether they may participate in the IPO.

BY CLICKING "AGREE" BELOW, IF YOU ARE A PROSPECTIVE INVESTOR, YOU ACKNOWLEDGE, CONFIRM, REPRESENT AND AGREE THAT:

1. YOU ARE NOT A US PERSON;
2. YOU ARE A RESIDENT IN ONE OR MORE PERMITTED JURISDICTIONS AND NOT IN ANY OTHER JURISDICTION; AND
3. YOU WILL NOT SHARE THE CONTENT OF THIS WEBSITE WITH ANY PERSON THAT WOULD NOT THEMSELVES BE ABLE TO GIVE THE CONFIRMATIONS AT (1) AND (2) ABOVE, EXCEPT TO THE EXTENT THAT YOU ARE PROVIDING THE CONTENT TO SUCH PERSON SOLELY IN THEIR CAPACITY AS YOUR LEGAL ADVISER OR OTHER ADVISER (IN RESPECT OF EACH PROSPECTIVE INVESTOR, THEIR "ADVISER"),

OR, OTHERWISE, THAT (A) YOU ARE AN ADVISER TO A PROSPECTIVE INVESTOR THAT WOULD ITSELF BE ABLE TO GIVE THE CONFIRMATIONS AT (1) AND (2) ABOVE AND (B) YOU WILL NOT SHARE THE CONTENT OF THIS WEBSITE WITH ANY OTHER PERSON.

The Company reserves the right to reject a subscription by any person if it becomes aware that such person has given a misrepresentation when accessing the website.

Any offer or sale of securities may in certain jurisdictions be restricted by law. The Information does not constitute an offer to sell or a solicitation of an offer to buy interests in the Company in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

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US Person means:

(i)            any natural person resident in the United States;

(ii)           any partnership or corporation organised or incorporated under the laws of the United States;

(iii)          any estate of which any executor or administrator is a US person;

(iv)           any trust of which any trustee is a US person;

(v)            any agency or branch of a non-United States entity located in the United States;

(vi)           any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit of a US person;

(vii)          any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organised, incorporated, or (if an individual) resident in the United States; and

(viii)         any partnership or corporation if: (A) organised or incorporated under the laws of any jurisdiction other than the United States; and (B) formed by a US person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organised or incorporated, and owned, by "accredited investors" (as defined in Rule 501(a) of Regulation D promulgated under the Securities Act) who are not natural persons, estates or trusts.

Notwithstanding the foregoing paragraphs (i) through (viii):

(a)           any discretionary account or similar account (other than an estate or trust) held for the benefit or account of a non-US person by a dealer or other professional fiduciary organised, incorporated, or (if an individual) resident in the United States will not be deemed to be a "US person";

(b)           any estate of which any professional fiduciary acting as executor or administrator is a US person will not be deemed to be a "US person" if:  (i) an executor or administrator of the estate who is not a US person has sole or shared investment discretion with respect to the assets of the estate; and (ii) the estate is governed by laws other than those of the United States;

(c)            any trust of which any professional fiduciary acting as trustee is a US person will not be deemed to be a "US person" if a trustee who is not a US person has sole or shared investment discretion with respect to the trust assets, and no beneficiary of the trust (and no settlor if the trust is revocable) is a US person;

(d)           an employee benefit plan established and administered in accordance with: (i) the laws of a country other than the United States and (ii) the customary practices and documentation of such country, will not be deemed to be a "US person"; and

(e)            any agency or branch of a US person located outside the United States will not be deemed a "US person" if the agency or branch:  (i) operates for valid business reasons, (ii) is engaged in the business of insurance or banking, and (iii) is subject to substantive insurance or banking regulation, respectively, in the jurisdiction where it is located.

Further, none of the International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, or their agencies, affiliates and pension plans, or any other similar international organisation, or its agencies, affiliates and pension plans, will be deemed to be a "US person".

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Warranty

Neither Prospective Investors nor their Advisers should construe the contents of the Information as legal, tax, financial, investment, accounting or other advice, or as a recommendation by the Company, any member of the MPC Group or any of their respective affiliates, advisers, directors, employees or agents that any Prospective Investor should acquire any Interest.

No representation or warranty, express or implied, is or will be given by the Company, any member of the MPC Group or any of their respective affiliates, advisers, directors, employees or agents and, without prejudice to any liability for, or remedy in respect of, fraudulent misrepresentation, no responsibility or liability or duty of care is or will be accepted by the Company, any member of the MPC Group or any of their respective affiliates, advisers, directors, employees or agents, as to the fairness, accuracy, completeness, currency, reliability or reasonableness of the information or opinions contained in the Information or any other written or oral information made available to any Prospective Investor or its Advisers in connection with any application to subscribe for interests in the Company (a "Proposed Subscription") or otherwise in connection with the Information. In particular, but without prejudice to the generality of the foregoing, no representation or warranty is given as to the achievement or reasonableness of any future projections, forecasts, targeted or illustrative returns (“Forward-Looking Information”).

Past performance information contained in the Information or in such other written or oral material is not an indication of future performance. It has not been audited or verified by an independent party and should not be seen as any indication of returns which might be received by investors in the Company. Similarly, where Forward-Looking Information is, or related statements or expressions of opinion are, given it or they should not be regarded by any recipient of this Information as a guarantee, prediction or definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. A number of factors could cause actual results to differ materially from those in any Forward-Looking Information. There can be no assurance that the Company's investment strategy or objective will be achieved or that investors will receive a return of the amount invested.

To the fullest extent possible, by clicking on "Agree" at the bottom of these terms and conditions, you release the Company, the members of the MPC Group and each of their respective affiliates, advisers, directors, employees or agents in all circumstances (other than fraud) from any liability whatsoever and howsoever arising from your use of the Information or any information or communications provided in connection with any proposed subscription for an interest in the Company. In addition, no responsibility or liability or duty of care is or will be accepted by the Company, any member of the MPC Group or any of their respective affiliates, advisers, directors, employees or agents for updating the Information (or any additional information), correcting any inaccuracies in it or providing any additional information to any Prospective Investor or its Advisers. Accordingly, none of the Company, any member of the MPC Group or any of their respective affiliates, advisers, directors, employees or agents shall be liable (save in the case of fraud) for any loss (whether direct, indirect or consequential) or damage suffered by any person as a result of relying on any statement in, or omission from, the Information or in, or omitted from, any other information or communications provided in connection with any proposed subscription for an interest in the Company.

Investment in the Company will involve significant risks. The Company's investments may be difficult to value and involve an above-average level of risk. No assurance can be given, and no representation is made herein, that the Company's investment strategy will be achieved or that investors will receive a return of their capital.

Compliance

You must comply with all applicable laws and regulations in accessing the Website and using the Information.  You must not introduce any computer virus, "Trojan horse", "worm" or other destructive code to the Website or to the systems on which the Website is held.

If you gain access to an area of the Website or read a document or information that you know or suspect that you should not have access to, you must immediately exit such area, erase all copies of any such document or information, and inform the Company.  You must not divulge the fact of the disclosure or disclose the information gained therein to any other person or organisation.

Security Precautions

When you leave (even for a short time) a computer or other communications device being used to access the Website, you must ensure that the computer or device be locked using a password that is known or accessible only to you and the relevant internal IT support department.

At the end of each session accessing the Website, you must close down the browser window.

Security Requirements

You must not attempt to download, scan, copy, print, send or otherwise capture any of the Information, except that you may print or download Information for which the relevant capability has been enabled.  You must not attempt to circumvent any of the Website's security features.

Updating the Website

The Company and its agents reserve the right to add further documents to the Website and update existing documents on the Website at any time.  It is your responsibility to check for any such updates. 

Availability of the Website

The Website is intended to be available 24 hours a day, 7 days a week.  It is not envisaged that the Website will require any downtime, although this cannot be guaranteed.

The Company may withdraw the Website at any time without notice.  No assurance is given that the Website will be available at any particular time or that any Information can be accessed in any format, at any download rate or at all.  The Company may in its discretion provide alternative means for accessing the Information.

If you do not click on "Agree" at the bottom of the terms and conditions you will not be permitted to access the Website.

This agreement and the rights and obligations of the parties arising out of it, whether contractual or non-contractual,  shall be governed by English law and the courts of London shall have exclusive jurisdiction to settle any dispute arising from or connected with this agreement (including, without limitation, any dispute regarding the existence, validity or termination of this agreement, or relating to any contractual or non-contractual obligation arising out of or in connection with this agreement), provided that nothing in this agreement prevents the Company from bringing proceedings in any other court or courts with jurisdiction. To the extent allowed by law, the Company may bring concurrent proceedings in any number of jurisdictions.

Without prejudice to the rights of any other person to enforce their rights under these terms and conditions, you hereby expressly agree (by clicking "Agree" below) that the Company, the members of the MPC Group and each of their respective affiliates, advisers, directors, employees or agents shall have the right to rely on the representations, warranties, undertakings and acknowledgments given by you through your acceptance of these terms and conditions, and shall be able to enforce, to the fullest extent permitted by law, the rights given to them pursuant to these terms and conditions.

By clicking "Agree" below, you indicate your acceptance of and agreement to be bound by these terms and conditions.