Proposed Capital Raising of a minimum of £2m

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Frontier IP Group Plc	T: 020 7332 2338
Neil Crabb, Chief Executive Officer
Andrew Johnson, Communications & Investor Relations	M: 07464 546 025
www.frontierip.co.uk

Allenby Capital Limited (Nominated Adviser)	T: 0203 328 5656
Nick Athanas / James Hornigold

N+1 Singer (Broker and Sole bookrunner)	T: 0207 496 3000
Sandy Fraser / Harry Gooden / George Tzimas

1. it is a Relevant Person and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

2. in the case of a Relevant Person in the EEA who acquires any Placing Shares pursuant to the Placing:

(a) it is a Qualified Investor within the meaning of Article 2(e) of the Prospectus Regulation; and

(b) in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation:

(ii) where Placing Shares have been acquired by it on behalf of persons in the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons; and

4. it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix; and

1. N+1 Singer is acting as sole bookrunner to the Placing, as agent for and on behalf of the Company.

2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited by N+1 Singer to participate. N+1 Singer and any of its affiliates are entitled to participate in the Placing as principal.

3. The price per Placing Share (the "Placing Price") is fixed at 55 pence and is payable to N+1 Singer (as agent for the Company) by all Placees.

4. Each Placee's allocation will be determined by N+1 Singer in its discretion following consultation with the Company and will be confirmed orally by N+1 Singer.

5. Each Placee's allocation and commitment will be evidenced by a contract note issued to such Placee by N+1 Singer. The terms of this Appendix will be deemed incorporated in that contract note.

7. Except as required by law or regulation, no press release or other announcement will be made by N+1 Singer or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

8. Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

9. All obligations under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing".

10. By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

11. To the fullest extent permissible by law and applicable FCA rules, neither:

(a) N+1 Singer;

(b) any of its affiliates, agents, directors, officers, consultants or employees; nor

(c) to the extent not contained within ‎ (a) or ‎ (b) , any person connected with N+1 Singer as defined in the FSMA ( ‎ (b) and ‎ (c) being together "affiliates" and individually an "affiliate" of N+1 Singer),

(a) none of the representations, warranties and undertakings on the part of the Company contained in the Placing Agreement being untrue or inaccurate on the date on which the Placing Agreement is signed or Admission, by reference to the facts and circumstances then subsisting;

(b) the Company complying with its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;

(c) the Company having allotted, subject only to Admission, the Placing Shares in accordance with the Placing Agreement; and

(d) Admission having become effective at or before 8.00 a.m. on 27 July 2020 or such later time as N+1 Singer may agree with the Company,

(a) there has, in opinion of N+1 Singer, been a breach of the warranties given to it;

(b) there has, in the opinion of N+1 Singer, been a material adverse change;

(c) any statement contained in this Announcement or any other document or announcement issued or published by or on behalf of the Company in connection with the Placing is or has become or has been discovered to be untrue or inaccurate or misleading in any respect; or

(d) in the opinion of N+1 Singer, there has been a force majeure event, as would in the opinion of N+1 Singer be likely to prejudice the success of the Placing, including, without limitation, a material deterioration in, or material escalation in the response to, the COVID-19 pandemic.

2. it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document:

(a) is required under the Prospectus Regulation or other applicable law; and

(b) has been or will be prepared in connection with the Placing;

6.

(c) it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; and

(d) it has not relied on any investigation that N+1 Singer or any person acting on its behalf may have conducted with respect to the Company, the Placing or the Placing Shares;

8. neither it nor the beneficial owner of the Placing Shares is, nor will, at the time the Placing Shares are acquired, either of them be at resident of the United States, Australia, Canada, the Republic of South Africa or Japan;

10. it may be asked to disclose in writing or orally to N+1 Singer: (i) if he or she is an individual, his or her nationality; or (ii) if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned;

12. it and/or each person on whose behalf it is participating:

(a) is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;

(b) has fully observed such laws and regulations;

(c) has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and

14. it and the beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act;

16. it (and any account for which it is purchasing) is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the Securities Act;

17. it understands that:

(a) the Placing Shares are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act and will be subject to restrictions on resale and transfer subject to certain exceptions under US law;

(b) no representation is made as to the availability of the exemption provided by Rule 144 for resales or transfers of Placing Shares; and

(c) it will not deposit the Placing Shares in an unrestricted depositary receipt programme in the United States or for US persons (as defined in the Securities Act);

18. it will not offer, sell, transfer, pledge or otherwise dispose of any Placing Shares except:

(a) in an offshore transaction in accordance with Rules 903 or 904 of Regulation S under the Securities Act; or

(b) pursuant to another exemption from registration under the Securities Act, if available,

19. no representation has been made as to the availability of the exemption provided by Rule 144, Rule 144A or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

21. it is not taking up the Placing Shares as a result of any "general solicitation" or "general advertising" efforts (as those terms are defined in Regulation D under the Securities Act) or any "directed selling efforts" (as such term is defined in Regulation S under the Securities Act);

27. the person who it specifies for registration as holder of the Placing Shares will be:

(a) the Placee; or

(b) a nominee of the Placee, as the case may be,

29. if it is within the United Kingdom, it and any person acting on its behalf falls within Article 19(5) and/or 49(2) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

31. if it is within the EEA, it is a Qualified Investor as defined in Article 2(e) of the Prospectus Regulation;

33. it has complied and it will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA in respect of anything done in, from or otherwise involving the United Kingdom);

35. if it has received any inside information (for the purposes of the MAR and section 56 of the Criminal Justice Act 1993 or other applicable law) about the Company in advance of the Placing, it has not:

(a) dealt (or attempted to deal) in the securities of the Company;

(b) encouraged, recommended or induced another person to deal in the securities of the Company; or

(c) unlawfully disclosed such information to any person, prior to the information being made publicly available;

37. it:

(b) is not a person:

(i) with whom transactions are prohibited under the US Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury;

(ii) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or

(iii) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations or other applicable law,

44. time is of the essence as regards its obligations under this Appendix;

45. any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to N+1 Singer;

46. the Placing Shares will be issued subject to the terms and conditions of this Appendix; and

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