Schedule One - Fadel Partners, Inc

Fadel Partners, Inc. ("Fadel" or the "Company", and together with its subsidiaries the "Group")

Registered address: 16192 Coastal Highway, City of Lewes, Sussex County, Delaware 19958

Principal trading address: 530 5th Avenue, 9th Floor, New York, NY 10036, United States

United States of America (Delaware)

www.fadel.com

FADEL is a leading developer of cloud based brand compliance and rights and royalty management software, working with some of the world's leading licensors and licensees across media, entertainment, publishing, consumer brands and hi-tech/gaming companies. The use of FADEL's products spans across (1) marketers and advertisers to accelerate campaign creation, eliminate content misuse and maximise asset reuse, (2) finance teams to generate and precisely manage royalty calculations, statements and audit reports and (3) licensing professionals to identify licensing violations, optimise revenue and avoid over/under royalty payments.

FADEL has two solutions, being IPM Suite (rights and royalty management for publishers and licensing) and Brand Vision (an integrated platform for Brand Compliance & Monitoring that includes Content Services, Digital Rights Management, AI-Powered Content Tracking, a Brand Monitor, and 100 million Ready-to-License Images).

The Group's main country of operation is the United States, where it is headquartered in New York, with further operations in the UK, Lebanon, France, Canada and India.

TBC common shares of $0.0005 each ("Common Shares"), at an issue price of £TBC Common Shares.

No Common Shares are or will be held in treasury.

TIDM: FADL

ISIN: USU3033R1024

SEDOL: BN6NDF9

The following has been extracted from the Company's AIM Admission Document:

The Common Shares have not been and will not be registered under the US Securities Act. The Common Shares are being offered and sold only outside of the United States to persons who are not US Persons or acting for the account or benefit of US Persons in "offshore transactions" (as defined in Regulation S under the US Securities Act) in accordance with, and in reliance on, the safe harbour from registration provided by Section 903(b)(3) of Regulation S, or Category 3, of Regulation S.

Transfer restrictions

The Common Shares are subject to the conditions listed under Rule 903(b)(3), or Category 3, of Regulation S. Under Category 3, offering restrictions (as defined under Regulation S) must be in place in connection with the Placing, and additional restrictions are imposed on resales of the Shares. The Common Shares are "restricted securities" as defined in Rule 144 under the US Securities Act. Further, hedging transactions in the Common Shares may not be conducted, unless in compliance with the US Securities Act.

A purchaser of Common Shares may not offer, sell, pledge or otherwise transfer Common Shares, directly or indirectly, in or into the United States or to, or for the account or benefit of, any US Person, except pursuant to a transaction meeting the requirements of Rules 901 to 905 (including the Preliminary Notes) of Regulation S, pursuant to an effective registration statement under the US Securities Act or pursuant to an exemption from the registration requirements of the US Securities Act. Hedging transactions in the Common Shares may not be conducted, directly or indirectly, unless in compliance with the US Securities Act. The Company currently intends that these restrictions will remain in place indefinitely.

Settlement and CREST

As the Company is incorporated in the United States, its Common Shares are not eligible to be held directly through CREST and, accordingly, the Company has established, via the Depositary, a Depositary Interest arrangement. The Depositary Interests representing the Common Shares will be issued to the individual Shareholders' CREST account on a one for one basis and with the Depositary providing the necessary custodial service.

The Common Shares (represented by the Depositary Interests) subscribed for and held by non-Affiliates of the Company will be held in the CREST system and identified with the marker "REG S Cat 3". The "REG S Cat 3" marker indicates that the Shares held in the CREST system will bear a legend which describes certain transfer restrictions and other information including that:(a) the Shares may not be taken up, offered, sold, resold, delivered or distributed, directly or indirectly, within, into or from the United States or to, or for the account or benefit of, US Persons except (i) in an offshore transaction meeting the requirements of Regulation S, (ii) pursuant to an available exemption from registration under the US Securities Act, or (iii) pursuant to an effective registration statement under the US Securities Act; and (b) hedging transactions involving the Shares may not be conducted unless in compliance with the US Securities Act..

Capital to be raised on Admission: £TBC million (primary)

Anticipated market capitalisation on admission: £TBC million

Approximately TBC per cent.

None

No

1.   The investment manager of Impact Fund and BBEF is MEVP Lebanon Holding SAL, a wholly owned subsidiary of Middle East Venture Partners Ltd (each fund is managed separately with no common control). The investment management agreement for Impact Fund is expected to transfer to Capital PE Holding SAL either ahead of or shortly after Admission, subject to, inter alia, approval by the Lebanese Central Bank.

2.   Ziad Fadel is the brother of Tarek Fadel, the Company's Chief Executive Officer. In addition to his holding of 4,004,404 Shares, Ziad Fadel also holds 500,000 Shares solely as trustee (as disclosed in footnote 3 below).

3.   500,000 Shares are held by the trustees of each of three separate trusts, the beneficiaries of which are members of the Fadel family. Each of Ziad Fadel (who is Tarek Fadel's brother), Ghada Jabbour (who is Tarek Fadel's sister) and Rima Makhoul (who is Tarek Fadel's sister-in-law) is a trustee of one of those trusts. Tarek Fadel is not a trustee or beneficiary of any of these trusts.

N/A

(i)         31 December

(ii)        30 June 2022

(iii)       30 June 2023 (12 month audited results to 31 December 2022);

            30 September 2023 (6 month unaudited results to 30 June 2023);

            30 June 2024 (12 month audited results to 31 December 2023).

Late March 2023

finnCap Ltd

1 Bartholomew Close

London

EC1A 7BL

finnCap Ltd

1 Bartholomew Close

London

EC1A 7BL

7 March 2023

New