INVESTING LEGAL INFORMATION

High level legal information is provided below.

The Investment will be a simple loan facility between the Lender and the Borrower.

The Lender will be a named individual or formally registered business entity.

The Borrower will be Invest Reviva Ltd, a private limited company registered in England under number 15596896, whose registered office is at 50 St. Marys Road, Hemel Hempstead, Hertfordshire, United Kingdom, HP2 5HL.

The Investment will be formally agreed using a standardised loan facility agreement, executed as a deed under English law. A copy is available on request.

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KEY FINANCIAL TERMS

Currency: Euros (EUR)

Minimum investment: EUR 5,000

Instalment 1: 25% of total investment, payable on signing loan agreement

Instalment 2: 75% of total investment, drawn down during the Availability Period subject to conditions

Pre-Opening interest rate: 2% per annum simple, on Instalment 2 only, from the date of each drawdown

Post-Opening interest rate: 12% per annum compound, from the Opening Date

Repayment: Single repayment of all principal and accrued interest on the Repayment Date

Repayment Period: Min. 5 years after the Opening Date, subject to a maximum of 15 years from the Agreement Date

All interest accrues and compounds annually. No cash interest is paid during the loan term. The full return is paid on the Repayment Date together with the outstanding principal.

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HOW THE INVESTMENT WORKS

  1. The Lender and Invest Reviva Ltd enter into a standardised loan facility agreement.

  2. The Lender pays Instalment 1 (25% of the total investment) to Invest Reviva Ltd within 10 Business Days of signing.

  3. The remaining 75% (Instalment 2) may be drawn down by Invest Reviva Ltd during the Availability Period, subject to conditions including: no Event of Default, planning approval for the Reviva property having been obtained, no Material Adverse Change, and satisfactory KYC documentation.

  4. Invest Reviva Ltd uses the loan proceeds to establish and operate a premium wellness retreat venue in the Valencia region of Spain, currently referred to as Reviva.

  5. Once the Spanish Entity has been incorporated and the conditions set out in the loan agreement have been met, Invest Reviva Ltd will seek the Lender's consent to transfer the loan to the Spanish Entity (a Sociedad Limitada to be incorporated in Spain) as the replacement borrower. Invest Reviva Ltd provides a guarantee of the Spanish Entity's obligations until all amounts are repaid in full.

  6. The Reviva venue is intended to open to guests on the Opening Date. Interest at 12% per annum begins accruing from that date. If the Opening Date has not occurred within 48 months of the final drawdown, it is deemed to have occurred on that date and interest begins accruing automatically.

  7. All principal and accrued interest is repaid on the Repayment Date.

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SECURITY

The loan is currently unsecured. Invest Reviva Ltd intends, subject to conditions, to procure that the Spanish Entity grants a registered mortgage (hipoteca) over the Reviva property in favour of all Lenders once the property has been acquired and planning approval is in place. Security is not guaranteed. Failure to grant security is not an Event of Default. Lenders should not enter into this agreement on the assumption that security will be granted. Full details are set out in clause 10 of the loan facility agreement.

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PLANNING APPROVAL

Invest Reviva Ltd will not proceed with the acquisition of the Reviva property unless planning approval has been obtained. Planning costs are funded by the directors and are not drawn from investor capital. Instalment 2 cannot be drawn down until planning approval has been confirmed.

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IMPORTANT NOTICE FOR LENDERS

Lenders must ensure they are fully aware of the risks associated with lending money to Invest Reviva Ltd.

Loans to companies which have yet to generate revenues or which are at an early stage of development are high risk. You may lose all or some of the amount lent if the company defaults.

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INFORMATION ISSUES

Information provided in respect of Reviva has been provided by management or advisors authorised by Reviva to do so. All views expressed regarding Reviva, projections, forecasts and statements relating to expectations of future events are those of Reviva, but these relate to future circumstances and are inherently uncertain. Any such statement is no guarantee of future earnings or results. No representation or warranty is made, or assurance given, that such statements, views, projections or forecasts are correct or that Reviva's objectives will be achieved.

Information about past performance and opinions stated are given for your reference and are not to be relied upon, and no responsibility is accepted by Reviva, its directors, partners, officers, employees or agents in respect thereof.

The following risk warnings are not intended to be a complete list of all the risks involved in lending to Reviva. If you are in any doubt about the action you should take, you should seek the advice of your solicitor, accountant or other professional adviser.

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LOAN ISSUES

Loss of capital. The loan is currently unsecured. Even if security is granted in the future, there is potential for default by Reviva which may lead to a complete loss of the amount lent.

Illiquidity. Reviva is setting up a small and unlisted private company. The provision of loans to companies of this type is highly illiquid as there is no secondary market for the loans. The loan agreement does permit limited assignment to affiliates and connected persons under certain conditions.

Back-ended return. All interest accrues and compounds during the loan term and is paid only on the Repayment Date. No interim cash payments are made. The total return is entirely dependent on repayment occurring on or before the Repayment Date.

Tax. You are responsible for the payment of your own tax liabilities arising in respect of any loan you make. You should seek independent tax advice before providing a loan to Invest Reviva Ltd if you are unsure about the tax consequences. US-resident Lenders should note that accrued interest may give rise to US tax obligations in the year of accrual even though no cash payment is received until the Repayment Date.

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RISKS RELATING TO INDUSTRY AND SMALL COMPANIES

Competition. Reviva may face various competitors in the market and there is no guarantee that Reviva will continue to have unique selling points or differentiators. Lenders must consider the risks associated with the level of competitors of Reviva.

Planning and development risk. The Reviva venue is subject to planning approval and construction. Delays or refusals in the planning or construction process may delay the Opening Date and the commencement of interest accrual and repayment. The 48-month Opening Date Longstop provides a contractual backstop but does not guarantee the venue will open within any specific timeframe.

Operating risks. There are risks associated with managing a new business venture. Even though the relevant directors may have been exposed to such risks in the past, there is no guarantee that all operating risks will be fully covered. This could adversely affect Reviva's ability to repay its debts.

Financial information. Reviva is willing to provide information about its business structure, governance and principal activities as well as financial projections. Lenders are entitled to request annual accounts under the loan agreement. However no third-party evaluation of Reviva's ability to fulfil its obligations under a loan agreement is carried out.

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NOTICE TO US-RESIDENT LENDERS

Any Lender who is resident in or subject to the securities or tax laws of the United States must complete Schedule 2 to the loan facility agreement before signing. This agreement has not been registered under the United States Securities Act of 1933 or any applicable state securities law and is not intended to constitute a securities offering in the United States.

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For more detailed information, or if you have any questions, please contact us or request a copy of the standardised loan facility agreement that will be used for all investors.