InCrypto Index Fund PARTIES & AGREEMENT BETWEEN: (1) MR PETER BRYANT of Old Bond Store, Back Of The Walls, Southampton, SO14 3BH ("PB"); (2) CATALYST THERAPY LTD, a company incorporated in England and Wales with reg- istered number 09013261, whose registered office is at 71-75 Shelton Street, London, WC2H 9JQ ("CTL"); (3) INCRYPTO WEALTH LLP, a limited liability partnership registered in England and Wales with number OC432501, whose registered office is at Union House, 111 New Union Street, Coventry CV1 2NT (the "LLP"); and (4) SUCH OTHERS as adhere to this Agreement from time to time. RECITALS The LLP was incorporated on 9 July 2020 as a limited liability partnership pursuant to the Act (as defined below). 1 (B) The parties wish to enter into this Agreement in order to govern their relationship as the members of the LLP. 1. DEFINITIONS AND INTERPRETATION 1.1 In this Agreement, including the recitals, unless the context otherwise requires the following words and expressions shall have the following meanings: "Accounts" has the meaning given to it in clause 9.1; "Accounting Period" means a period beginning on the date immediately following the Annual Accounting Date in each year and ending on and including the next following Annual Accounting Date (or, in the case of the final accounting period, the date on which the LLP is wound up); "Act" means the Limited Liability Partnerships Act 2000 as amended and/or supple- mented from time to time; "Agreement" means this agreement relating to the LLP; "Annual Accounting Date" means 31 March in each year or such other date as deter- mined in accordance with this Agreement; "Auditors" means such auditors as may be appointed in accordance with this Agree- ment; "Bank" means such bank as may be appointed as banker to the LLP in accordance with this Agreement; "Business" means the business of the LLP as set out in clause 3.2; "Business Day" means a day on which banks are open for business in London, other than a Saturday or Sunday; "Calculation Date" has the meaning given to it in clause 10.2; 2 "Capital Contribution" means, in relation to each Member, the aggregate of the capi- tal contributed by it to the LLP, as outlined in Schedule 1 hereof, and as varied from time to time; "Capital Account" means the separate account for each Member maintained and op- erated by the LLP under clause 8; "Companies Act" means the Companies Act 2006 as it applies to limited liability part- nerships; "Current Account" means the separate account for each Member maintained and op- erated by the LLP under clause 10; "Deed of Adherence" has the meaning given to it in clause 14.2; "Designated Member" means each of and any other person which is a "designated member" of the LLP for the purposes of the Act, in each case for so long as it remains a designated member of the LLP; "Former Member" means a Member who has ceased to be a Member for any reason and including (where the context permits) the personal representatives, trustees in bank- ruptcy and liquidator of any such Member; "Free Cash Flow" means income received by the LLP after deduction or provision for costs and expenses of the LLP; "Funding Bonus" has the meaning given to it in clause 10.7; "Initial Member" means each of PB and CTL; "LLP Interest" means the interest of a Member in the LLP including all rights and oblig- ations which it has in the LLP; 3 "Losses" means, in respect of each Accounting Period, the revenue and capital losses as shown in the Accounts; "Loyalty Bonus" has the meaning given to it in clause 10.6; "Majority Consent" means the (written or recorded verbal) consent of Members hold- ing a majority of Capital Contributions; "Member" means each of the persons listed in Schedule 1 and any other person who is admitted as a member of the LLP, in each case in its capacity as a member of the LLP and for so long as it remains so; "Name" means the name of the LLP which the Designated Members have registered with the Registrar of Companies from time to time, currently being InCrypto Wealth LLP; "Profit" means, in respect of each calendar month, the net gains made and income received by the LLP; "Profit Proportions" means the proportions in which the Members are entitled to share Profits under clause 10; "Repayment Day" means a day when Capital Contributions may be repaid by the LLP, being the first Business Day of each calendar quarter (in January, April, July and October each year) or such other day(s) as the LLP may decide; "Subscription Day" means a day when Capital Contributions may be accepted by the LLP, being the first Business Day of each calendar month or such other day(s) as the LLP may decide; 4 "Registered Office" means the registered office of the LLP from time to time, currently being Union House, 111 New Union Street, Coventry CV1 2NT; "Unanimous Consent" means the (written or recorded verbal) consent of all the Mem- bers; and "VAT" means value added tax as provided for in the Value Added Tax Act 1994, and any tax imposed in substitution for it. 1.2 In this Agreement, unless the context requires otherwise: 1.2.1 clause and schedule headings shall not affect the interpretation of this Agree- ment; 1.2.2 the words "writing" or "written" include faxes, e-mail, and any other form of electronic communication; 1.2.3 any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done and an obligation to use best endeavours to prevent that thing being done by another person; 1.2.4 any reference to "laws" shall be deemed to refer to all local, national and direct- ly applicable supra-national laws in force for the time being, taking account of any amendment, extension, application or re-enactment and includes any subordinate laws for the time being in force made under them and all orders, notices, codes of practice and guidance made under them; 1.2.5 all calculations of capital gain, capital losses, net revenue and net revenue loss- es shall be net of VAT; 1.2.6 any reference to the death of any Member, in the case of any Member being a body corporate, includes reference to the winding up, dissolution, liquidation or striking off the register of that Member; 5 1.2.7 any reference to the parties or a recital or clause is to the parties or the relevant recital or clause of or to this Agreement; 1.2.8 use of the singular includes the plural and vice versa; 1.2.9 use of any gender includes the other genders; 1.2.10 any reference to days, weeks or months is a reference to calendar days, weeks or months; 1.2.11 any reference to "persons" includes individuals, firms, partnerships, compa- nies, corporations, associations, organisations, governments, states, foundations and trusts, in each case whether or not having separate legal personality; 1.2.12 any reference to a statute, statutory provision or subordinate legislation ("leg- islation") shall be construed as referring to that legislation as amended or as repealed and reen- acted from time to time and to any previous legislation repealed and reenacted by that legislation; 1.2.13 any phrase introduced by the terms "including", "include", "in particular", or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and 1.2.14 any reference to any individual includes a reference to its personal represen- tatives, on whom this Agreement shall be binding. 2. INCORPORATION 2.1 The LLP was incorporated under the Act on 9 July 2020. 2.2 The LLP shall keep at the Registered Office the certificate of registration of the LLP issued by the Registrar of Companies. 3. COMMENCEMENT, BUSINESS AND DURATION 6 3.1 The provisions of this Agreement shall take effect from the date hereof. 3.2 The Members agree that the business of the LLP is the business of buying and selling cryptocurrencies and carrying out other activities incidental thereto. 3.3 The LLP may (subject to the prior approval of the Members by Majority Consent) acquire, store, distribute and dispose of cryptocurrencies. 3.4 The LLP shall continue to subsist in accordance with the Act, despite any person ceasing to be a Member, until it is dissolved. 3.5 PB and CTL are the Initial Members. There is no obligation for PB or CTL to make any Capital Contribution to the LLP, although they may make a Capital Contribution to the LLP of such amount as they may wish from time to time, at their sole discretion. 4. NAME, REGISTERED OFFICE AND PLACE OF BUSINESS 4.1 The LLP is incorporated with the Name and Registered Office. 4.2 The Members may change the Name and the Registered Office at any time in ac- cordance with this Agreement. 4.3 The Members shall notify any change in the Name or the Registered Office to the registrar of companies in accordance with the Act. 4.4 The LLP shall carry on the Business at its registered business address or such other additional or alternative place(s) of business as the members by Unanimous Consent may determine from time to time. 5. DESIGNATED MEMBERS 5.1 Each of the Initial Members is a Designated Member. If the number of Designated Members shall fall below two, then all of the Members shall be designated Members. 7 5.2 The Designated Members shall perform all those duties that the Act and any other relevant law requires them to perform. 6. BANKING 6.1 The LLP's Bank is Nexo. 6.2 All money, cheques and drafts received by or on behalf of the LLP shall be paid promptly into the LLP's account at the Bank for the credit of the LLP. 6.3 All money and securities received by the LLP shall be paid and delivered promptly to the appropriate account of the LLP. 7. LLP PROPERTY 7.1 The property of the LLP includes, but is not limited to, all property held, occupied, employed or created (including any intellectual property) by the LLP for the purposes of carrying on the Business from time to time, and which has been paid for by the LLP or contributed to the LLP by any Member, or has otherwise accrued to the LLP and is owned by the LLP absolutely. Accordingly, the Members have no individual rights to the property of the LLP other than by their entitlement to such capital distributions as may be due to them under this Agreement or following the liquidation of the LLP. 7.2 Where it is necessary for property used for the purposes of the Business to be held on behalf of the LLP by one or more Members, the Members concerned shall, at the LLP's request and in the manner specified by the LLP, document the LLP's interest in that property by execut- ing a declaration of trust or similar document. 8. CAPITAL 8.1 All Members must contribute and (whilst a Member) maintain a minimum of £1000 Capital 8 Contribution to the LLP save for PB and CTL, who are not required to make any Capital Contribution to the LLP. 8.2 The Initial Members have contributed the total sum of capital in the proportions specified in Schedule 1 on or around the date of incorporation of the LLP. 8.3 On or around the date of incorporation of the LLP, each of the Initial Members acquired a share in the LLP in accordance with the amount or value of its contribution to the LLP. 8.4 The initial Capital Contribution of a new Member shall be set out in its Deed of Adherence and Schedule 1 updated accordingly. 8.5 The Capital Contributions made by any Member shall be credited to a separate Capital Account established by the LLP for that Member ("Capital Account"). 8.6 The Members' shares in the LLP are outlined in Schedule 1, as amended from time to time (including pursuant to any relevant Deed of Adherence). 8.7 Except as otherwise resolved by the Members, Capital Contributions shall be ac- cepted with the effect from a Subscription Day provided that the LLP has received a properly com- pleted and executed request to subscribe from the applicant by the close of business at least three (3) Business Days immediately preceding the applicable Subscription Day and payment in respect thereof by the close of business at least (3) three Business Days immediately preced- ing the applicable Subscription Day, and the Members have resolved to accept such a request to contribute. 8.8 Once made, a subscription request cannot be revoked by an applicant unless such revocation is approved in writing by the LLP. 9 8.9 Members may require the LLP to repay their Capital Contributions (subject to the limitations provided herein) as of a Repayment Day, along with any undistributed profit attribut- able thereto, less any loss attributable thereto. The LLP must receive a properly completed and executed repayment request no later than the close of business at least three (3) Business Days immediately preceding the applicable Repayment Day on which the Capital Contribution (along with any undistributed profit attributable thereto, less any loss attributable thereto), is to be repaid. 8.10 Once made, a redemption request cannot be revoked by a Member unless such revocation is approved in writing by the LLP. 8.11 Repayment proceeds will not be paid to a third party and will only be paid to the account from which the original Capital Contribution was received. Exceptions to this may be made if the Member can show justification for the change of bank and provided that the bank account is in the name of the Member and the bank is situated in the Member's country of resi- dence. 8.12 To the extent that repayment requests exceed 25% of the LLP's net asset value as at the applicable Repayment Day, the LLP may limit the repayment of Capital (along with any undistributed profit attributable thereto less any loss attributable thereto) pro-rata per Member requesting a repayment so that the net asset value of the Capital Contributions (along with any undistributed profit attributable thereto less any loss attributable thereto) is limited to 25% of the LLP's net asset value as at the applicable Repayment Day. 9. ACCOUNTS AND AUDIT 9.1 The LLP shall prepare annual accounts as at the Annual Accounting Date in accor- dance with the Companies Act. The Designated Members shall: 10 9.1.1 ensure that Accounts for the LLP for each Accounting Period are made up in accordance with the requirements of the Act and the Companies Act (the "Ac- counts"); and 9.1.2 sign the Accounts and file them with the Registrar of Companies in accordance with the Companies Act. 9.2 The LLP's books of account shall be kept at the Registered Office or at such other place as the Members may, from time to time, determine and shall be open to inspection by the Members at all times. 9.3 The LLP's accounting reference period ends on the Annual Accounting Date or such other date as the Members may determine. The Designated Members shall notify any change in the Annual Accounting Date to the Registrar of Companies in accordance with the Companies Act. 9.4 Unless the LLP is exempt from audit under the Companies Act, the Designated Members may: 9.4.1 appoint the Auditors of the LLP; 9.4.2 reappoint the Auditors in accordance with the Companies Act; 9.4.3 fix the remuneration of the Auditors; and 9.4.4 remove the Auditors from office. 9.5 Unless the LLP is exempt from audit under the Companies Act, the Accounts shall be audited and settled each year by the Auditors as at the Annual Accounting Date. 9.6 The Accounts, together with a report by the Auditors (unless the LLP is exempt from audit), shall be: N/A. 11 9.6.1 laid before a meeting of the Members for consideration and, if thought fit, approved subject only to any approved variation; and 9.6.2 distributed to all Members as required by the Companies Act. 10. ALLOCATIONS 10.1 The LLP shall maintain a current Account ("Current Account"), wallet or pooled account for each of the Members and amounts allocated to each Member under this clause or which shall otherwise become owed by the LLP to it under this Agreement shall (subject as otherwise expressly provided in this Agreement) be credited to its Current Account and Capital Account in accordance with the remainder of this clause. Amounts that are distributed to a Member hereunder or shall become owed by it to the LLP under this Agreement shall be debited from its Current Account. 10.2 The Profits in respect of each calendar month (after deduction of any Losses carried forward, if any) shall be allocated to each Member in accordance with the remainder of this clause. The amounts to be allocated to the Members in respect of a calendar month shall be cal- culated in respect of such calendar month and within 14 days of the end of such calendar month (the "Calculation Date"). The amounts shall be credited to the Member's respective Cur- rent Accounts within 10 Business Days after the Calculation Date. Each individual Member shall be liable for any banking and transfer fees relating to them or their participation in the LLP, which will be deducted from their withdrawal amount. 10.3 CTL shall use reasonable endeavours to agree such amounts with each Individ- ual Member by the Calculation Date. 10.4 Members may be required and are encouraged to maintain an ongoing subscrip- tion for resources, advice and up-to-date communications via clearlycrypto.co.uk. The price and arrangement of this subscription will be agreed with each Member be- fore their initial investment. Members who discontinue their subscription shall have their assets frozen and ultimately withdrawn back to their respective accounts within 10 working days of the subscrip- 12 tion being cancelled. To avoid potential losses, partners are asked to discuss changes to their subscription proactively. 10.5 The InCrypto Index Fund attracts a 1% per month management fee as standard. This fee will be withdrawn from held assets on the last working day of each calendar month. 10.6 Upon withdrawal of any capital, CTL will deduct a 10% performance fee of any profits accrued on the deposited capital on a pro-rata basis (provided the capital has vested as per clause 10.12). 10.7 The balance of Profits not paid to members shall be allocated to CTL. 10.8 The LLP shall be under no obligation to any Member to calculate or account for any tax in relation to the allocations to such Member under this clause 10; however, each Member shall, on request by the LLP, provide such information as may be re- quired by the LLP to undertake its reporting obligations in relation to tax. If the LLP is obliged by law to report or account for tax in relation to any allocation under this clause 10, the amount credited to any Member shall be the amount net of such tax. 10.9 The LLP operates a referral scheme where members can reduce their monthly management fee and also insure their deposits. The referral scheme operates accord- ing to the following levels. All dates are from the date of the deposit & will operate on a pro-rata basis for incomplete months. Refer a new deposit of £1000+ = Insure $1000 of deposited capital for 12 months. Refer a new deposit of £2500+ = Lower management fee by 0.1% per month for six months OR insure $2500 of deposited capital for 12 months. Refer a new deposit of £5000+ = Lower management fee by 0.15% per month for six months OR insure $5000 of deposited capital for 12 months. Refer a new deposit of £10,000+ = Lower management fee by 0.25% per month for six months OR $10,000 of deposited capital for 12 months. 10.10 If an investor deposits over £10,000 into the index pool, an establishment fee of £500 will be deducted from the initial deposit. The ongoing management fee will be reduced to 0.5% to fully compensate for the establishment fee. The management fee will return to 1% per month following reimbursement of the establishment fee unless any of the terms in clause 10.9 apply. 13 10.11 For account management reasons, the initial amount deposited into individual accounts will be a maximum of $9999, with any remainder deposited a short while after. During this time, the deposited capital will attract interest via Nexo at 8% p.a. 10.12 By depositing into the InCrypto pool, new investors must vest their capital for a minimum of six (6) months before being eligible for a share of the pool profits unless the entire pool profit amount is negative or $0 on the date of entry. This does not apply to wholly-owned accounts. 10.13 The standard term of the InCrypto pool investment is 12 months from the date of this document. 10.14 CTL reserves the right to charge a licence fee of up to 5% for new deposits of capital. You will always be advised whether a deposit will attract such a fee prior to funding. 10.15 The InCrypto Index Fund is intended as a rolling investment where month- ly profits are compounded. These profits will not be distributed unless CTL receives written instructions to do so from you. In this case, the distributions as laid out in clause 11 will apply. 10.16 The masternode may be sold at any time; however, it may not always be prof- itable. 10.17 Each new referred masternode ($10,000+) by a member shall lower their re- spective yield profit fee by 2% per month for six months from the referrer's deposit. A maximum of five masternodes can be referred in any six-month period by a member who holds a single masternode (with the monthly yield fee being 0% for this scenario). If a member holds multiple masternodes, they may continue to reduce their fee on subsequent nodes by referring additional members until their entire yield fee on their account is zero. Performance fees can never be negative or attract a payment from CTL. 10.18 A separate referral scheme operates for the InCrypto Index Fund, with fee re- ductions and the option to insure your cryptocurrency deposit. The details of this are available in clause 10.9. 10.19 The expected standard term of the InCrypto Masternode investment is 24 months from the date of this document. All deposited capital will remain fully liquid throughout for emergency withdrawals if necessary. CTL and InCrypto cannot be held responsible for any losses incurred due to emergency withdrawals. 14 10.20 An InCrypto Masternode is intended as a rolling investment where monthly profits are, ideally, compounded. These profits will not be distributed unless CTL re- ceives written instructions to do so from you. You will be asked each month what your wishes are for any accrued profit (via a poll, usually via a digital messaging platform), with any distributions being withdrawn to your personal Nexo account within the first five working days of the following month. 11. DISTRIBUTIONS 11.1 All income and gains (net of fees and expenses) shall be distributed each month on the basis set out in clause 10 (unless the Members determine by Majority Consent to create reserves or otherwise withhold distributions). Amounts to be distributed shall be debited from the relevant Members' Current Accounts. 11.2 Any Member who has received any amount from the LLP in excess of the share of Profits for that calendar month will refund that excess to the LLP as soon as is rea- sonably practicable. 11.3 The LLP shall be under no obligation to any Member to calculate or account for any tax in relation to the distributions to such Member under this clause 11; however, each Member shall, on request by the LLP, provide such information as may be re- quired by the LLP to undertake its reporting obligations in relation to tax. If the LLP is obliged by law to report or account for tax in relation to any distribution under this clause 11, the amount credited to any Member shall be the amount net of such tax. 12. LOSSES 12.1 The Losses in respect of a calendar month, if any, shall be allocated to each Member pro rata to their share of capital at the beginning of such calendar month, provided that no Member's Capital Account may be reduced below £0. 12.2 No Member shall be under any obligation to make any contribution to the LLP in respect of any Losses. 13. MANAGEMENT OF THE LLP 13.1 The LLP shall be managed by the Members, who shall, collectively and individu- ally, at all times be responsible and answerable to the LLP as a whole, and all decisions 15 of the Members shall be taken by Majority Consent unless stated otherwise. 13.2 All Members shall collectively have full power and authority to manage the LLP and each Member agrees to take full part in the day-to-day management of the LLP. 13.3 The LLP is obliged to implement the provisions of this clause against any Member not taking full part in the day-to-day management of the LLP (an "Inactive Member"). If the LLP believes that a Member is an Inactive Member; it shall give notice of such belief to the Inactive Mem- ber and require it to remedy its conduct. If the Inactive Member has failed to remedy its con- duct within 30 days of service of that notice resulting in (and/or its conduct has already resulted in) any adverse tax, legal or regulatory breaches and/or consequences by or for the LLP or its other Members (the "Active Members") (for the avoidance of doubt, such a breach shall include the requirement to comply with any obligations under the Alternative Investment Fund Managers Reg- ulations 2013 and/or the Financial Services and Markets 2000) any costs, losses and/or ex- penses associated with such breach and/or consequences and compliance (including any ap- pointment of an Alternative Investment Fund Manager and/or Operator by the LLP) shall be fully borne by the Inactive Member without recourse to the LLP or the Active Members. 13.4 The LLP shall at all times act in the best interests of the LLP as a whole and shall not manage its Business or exercise or fail to exercise any rights, powers or discre- tions that it has under this Agreement, in such a way as to benefit one or more Members at the expense of any other Member. 13.5 CTL shall be the lead Member in making cryptocurrency trading suggestions to the Members ("Lead Member"). Members shall make trading decisions in accordance with clause 16 13.1. The Lead Member shall receive the amounts allocated to it under clause 10. 14. ADMISSION OF NEW MEMBERS 14.1 CTL reserves the right to add new members to the LLP at any point, provided that the new member does not dilute or affect another member's holdings. 14.2 Any person becoming a Member shall signify its acceptance of this Agreement by signing a deed of adherence to this Agreement as set out in Schedule 2 or in such form as the Designated Members may reasonably require ("Deed of Adherence"). Any one of the Designated Members may sign the Deed of Adherence on behalf of the existing Members and the LLP. 14.3 Any person becoming or ceasing to be a Member shall sign all forms that are required to be lodged with the Registrar of Companies. 15. CONDUCT OF THE MEMBERS 15.1 Each Member agrees with the LLP that he shall at all times whilst he is a Mem- ber: 15.1.1 show the utmost good faith to the LLP in all matters relating to the LLP; 15.1.2 act in the best interests of the LLP; 15.1.3 duly and punctually pay and discharge its separate and private debts and liabilities and keep the LLP and the other Members and their estates indemnified against: (a) such debts and liabilities; (b) any liability incurred by any of the Members as a result of that Member exceeding its authority under this Agreement; (c) all actions, proceedings, costs, claims and demands in respect of any matter referred to in clauses (a) and (b); and 15.1.4 promptly notify the other Designated Members of its personal particulars, which they are required to notify to the Registrar of Companies under the Act, and the name and contact details of the proposed executors to the Member's will and of any changes to such information. 17 15.2 The LLP shall maintain registers of all Members, including their names, address- es and dates of joining the LLP. 15.3 No Member shall take any of the following actions unless acting with Unanimous Consent: 15.3.1 except in the ordinary course of business and for the benefit of the LLP, pledge the credit of the Members or the LLP or incur any liability or lend any monies on behalf of the Members or the LLP; 15.3.2 lend money to any person or give credit on behalf of the LLP or have any dealings with any person with whom the Members shall have previously instructed it not to deal; 15.3.3 give any guarantee or undertaking on behalf of the LLP; 15.3.4 compromise or compound or (except upon payment in full) release or discharge any debt due to the LLP; 15.3.5 make or attempt to make any admission of liability, agreement or settle- ment or compromise with any third party in relation to any legal proceedings; 15.3.6 ignore or refuse or knowingly and without reasonable excuse fail to comply with any reasonable direction concerning the management of the LLP; 15.3.7 make any purchase of a capital item by the LLP; or 15.3.8 enter into any borrowing or loan on behalf of the LLP (including leverage or margin) or give any guarantee or undertaking of the LLP. 16. TRANSFER AND RETIREMENT 16.1 No Member may assign or transfer its LLP Interest save by operation of law. 17. INDEMNITY AND EXPENSES 17.1 If a Member incurs personal liability under any contract entered into by it prior to the date of this Agreement but since the date of incorporation of the LLP, provided that the contract was for the benefit of the LLP and entered into with the express or implied consent of the other Members, on incorporation, the LLP is deemed to ratify that contract and shall indemnify the Mem- ber concerned from and against all claims, liabilities and costs in connection with it. 18 17.2 The LLP shall indemnify any Member in respect of payments made and personal liabilities incurred by it in the performance by it of its duties as a Member in the ordinary and proper conduct of the Business or in respect of anything necessarily done by it for the preser- vation of the Business or property of the LLP provided such payments or liabilities were made or incurred in accordance with the terms hereof. 18. INSURANCE 18.1 The LLP shall, at its own expense, maintain insurance policies (for the benefit of the Members or the LLP as appropriate) in such amounts as the Designated Members determine. 19. DISSOLUTION 19.1 The LLP shall be dissolved and/or wound up on the occurrence of the earlier of: 19.1.1 the date on which the Members agree in writing that the LLP should be dissolved and/or wound up; or 19.1.2 on the date that the LLP has only one Member. 19.2 For the avoidance of doubt, none of the Members has agreed with the other Members or the LLP that he shall contribute to the assets of the LLP in the event of the winding up of the LLP. 19.3 Upon the dissolution and/or winding up of the LLP, no further business shall be conducted except for such action as shall be necessary for the dissolution of the LLP and/or winding up of the affairs of the LLP. 19.4 For the purposes of section 74 of the Insolvency Act 1986 as it is applied to limited liability partnerships under the Act, no Member is liable to contribute any amount to the as- sets of the LLP on liquidation to satisfy any of the matters set out in section 74 of the Insolvency Act 1986. 19 19.5 If the LLP is wound up, and a surplus sum remains at the conclusion of the wind- ing up, after payment of all money due to the creditors of the LLP and all expenses of the winding up, the liquidator shall pay that surplus sum to the Members in accordance with their respec- tive Profit Proportions. 19.6 The Members may also resolve to apply for an administration order or enter into a voluntary arrangement, scheme of compromise or arrangement with the LLP's creditors. 20. CONFIDENTIALITY 20.1 No Member or Former Member will use to the detriment or prejudice of the LLP or divulge to any person any trade secret or any other Confidential Information con- cerning the Business (including the investors therein), or the provisions of this Agreement other than: 20.1.1 as required by applicable law; 20.1.2 to its professional advisers (subject to obtaining an equivalent undertaking from them), any court, expert or arbitrator; or 20.1.3 insofar as it represents information already in the public domain or already lawfully in its possession at that date, 20.1.4 provided that a Former Member may disclose the terms of the restrictions imposed on Former Members under this clause. 20.2 No Member or Former Member may issue information concerning this Agree- ment or its subject matter to any news media without the Unanimous Consent of the Members. 21. MEETINGS 21.1 The LLP shall convene a meeting at the request of any Member, and any such meeting shall be held at the Registered Office of the LLP or at such other place as each of the Members shall agree from time to time or by telephone or video conference. 20