BURRITOBONDTM

Important InformationThis document is important and requires your immediate attention.

If you are in any doubt about the action you should take or the contents of this document, you should contact your stockbroker, solicitor, accountant, bank manager or other professional advisor authorised by the Financial Conduct Authority to conduct investment business and who specialises in advising on investment in bonds, shares and other securities, including unlisted securities.

This document (the “Invitation” or “Invitation Document”) constitutes an invitation to subscribe for bonds (“Burrito Bonds”) issued by Chilango Bonds plc (the “Issuer”) on the terms and conditions set out in this Invitation. Investors should not subscribe for any of the Burrito Bonds referred to in this Invitation Document except on the basis of the information published in this Invitation and the Instrument dated 09/06/2014 constituting the Burrito Bonds of the Issuer (the “Instrument”), the terms of which set out on pages 26 to 31 of this Invitation Document. Your attention is particularly drawn to the “Risk Factors” which are set out on page 25 of this Invitation. Prospective investors should consider carefully whether an investment in Burrito Bonds is suitable for them in the light of their personal circumstances. Burrito Bonds are an unsecured debt of the Issuer and they may not be a suitable investment for all recipients of the Invitation. Burrito Bonds are not transferable or negotiable on the capital markets and no application is to be made for Burrito Bonds to be admitted to listing or trading on any market. Investment in an unquoted security of this nature, being an illiquid investment, is speculative, involving a degree of risk. It will not be possible to sell or realise Burrito Bonds before they mature or to obtain reliable information about the risks to which they are exposed. There is no certainty or guarantee that the Issuer will be able to repay the Burrito Bonds.

This Invitation, which is a financial promotion for the purposes of Section 21 of the Financial Services and Markets Act 2000 (“FSMA”), is issued by the Issuer which accepts responsibility for the information contained herein. This document has been approved as a financial promotion for UK publication by Crowdcube Ventures Limited of The Innovation Centre, University of Exeter, Rennes Drive, Exeter, Devon EX4 4RN (“Crowdcube”), which is authorised by the Financial Conduct Authority. Crowdcube is registered on the Financial Conduct Authority’s Register with registered number 572026. Crowdcube is acting exclusively for the Issuer in connection with the issue of Burrito Bonds and no one else, and will not regard any other person as its customer nor be responsible to any other person for providing the protections afforded to customers of

Crowdcube or for advising any such person in relation to the issue of Burrito Bonds.

All documents, payments or electronic information and communications sent by, to or from you or on your behalf will be sent entirely at your own risk.

This Invitation does not constitute an offer of transferable securities to the public and accordingly this Invitation does not constitute a prospectus to which the Prospectus Rules of the Financial Conduct Authority apply. Therefore, this Invitation and the Instrument have not been approved by the Financial Conduct Authority or any other regulatory body. You should ensure that you have read and understood all of this Invitation Document before applying for Burrito Bonds. If you are in any doubt as to the contents of this Invitation, or whether subscribing for Burrito Bonds is a suitable investment for you, you should seek your own independent advice from an appropriately qualified advisor authorised under the Financial Services and Markets Act 2000 and who specialises in advising on the acquisition of unlisted securities.

This Invitation Document does not constitute an offer to sell, or the solicitation of an offer to buy, Burrito Bonds in any jurisdiction in which such offer or solicitation is unlawful and, in particular, is not for distribution into the United States or Canada. Burrito Bonds have not been and will not be registered under the applicable securities laws of the United States or Canada and may not be offered or sold within the United States or Canada or to any national, resident or citizen of the United States or Canada. The distribution of this Invitation Document in other jurisdictions may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions.

“Burrito Bond”, meaning a bond issued by the Issuer pursuant to the Instrument, is a trade mark of Mucho Mas Ltd.

“Chilango” means Mucho Mas Limited or the business operated by it.

“Group” means Mucho Mas Limited and its subsidiaries.

Advisors to Crowdcube Ventures Limited

Fieldfisher LLPFidelitas Capital Limited

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Opening Letter

Introducing Chilango

The Burrito Bond

The Chilango Story

Current Restaurants

Management Team

Advisors

2014 Roll Out Plan

Financial Performance

Questions & Answers

Investing on Crowdcube

Key Risks

Bond Instrument

Terms & Conditions

Bond Certificate

A STAMPEDE OF MEXICAN FLAVOURS

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Voted No.1 Mexican Restaurant

Zagat Survey 2011 & 12

Hola!Everyone has a favourite food. For us it’s Mexican – Eric grew up on the stuff over in Chicago, one of the largest Hispanic communities in America – and then Dan followed suit, becoming a Mexican food addict during his travels throughout the US and Mexico.

In 2005 we started working together in London at Skype and soon discovered our shared passion for Mexican. The only problem? Finding good Mexican food in London was like finding a needle in a haystack. The only solution? Quit our jobs and make it our mission to bring the stampede of flavours we both love to the UK.

In 2007 we opened our first restaurant in London on Upper Street in Islington. It wasn’t easy. There were the 4am trips to Smithfield Market several times per week to purchase our meats. There were the gruelling 16-hour days. There were the times we thought we got it right, but got it all wrong. But then again there were the thousands of smiling and satisfied faces of our guests. There were the television appearances... cooking with Tana Ramsay on Market Kitchen and our guest judging appearance on The Apprentice. And there were the myriad of vibrant personalities that have joined the Chilango team. Seven amazing years later, Chilango represents all that we stand for and all that we love.

We now have 7 restaurants in London, have won a host of awards and even served burritos to Boris Johnson, all of which wouldn’t have been possible without the incredible loyalty and passionate following of our guests. But we’re not done yet – in fact, we’re only just getting started.

We’ve become Mexican food missionaries and want more people to enjoy the flavours we love. Our guests agree – we frequently get requests to open restaurants in new locations across London – but

growth requires cash, and that’s where we would like your help.

We have big dreams for the future and plan to open many more Chilango restaurants in London over the next few years. The Burrito BondTM is an opportunity for you to invest in our future, help make this happen, and profit from our success. We’ve assembled what we believe is an all-star team to help us on the next stage of our journey and we’d like to invite you to become part of the story.

Oh, and one more thing, if you’ve ever wondered about our name: Chilango is Mexican slang for someone who’s from Mexico City... but we like to think of a Chilango as someone who’s moved to the bright lights of the ‘Big City’ looking for fun and adventure.

So if you’re up for some fun and adventure yourself, and are passionate about vibrant, flavourful food, please join us in our quest.

Peace, Love and Chilango,

Eric & DanCo-Founders

Eric + Dan

Voted No.1 Mexican Restaurant

Zagat Survey 2011 & 12

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Introducing Chilango

Food

People PlaceAs founders of Chilango we’ve performed every role in the company at one point or another and know how essential every member of our team is. But it’s not just about having done everything yourself, it’s also about surrounding yourself with folks that have done it before. Over the last 7 years we’ve amassed an incredible group of investors hailing from senior positions in organisations like Carluccio’s, Jamie Oliver International, McDonald’s, Pret A Manger, Domino’s Pizza, Krispy Kreme, Costa Coffee and Starbucks who provide us with on-going support and advice.

Mexican Restaurant in London by Zagat in 2011 and 2012 and described as “utterly delicious” by Waitrose Food Illustrated. The Metro even said we cause “foodies to drool over [our] Latin burritos”, while The Independent on Sunday called us “fast food of the future.”

When it comes to our food, good enough never is. Every mouthful must deliver a stampede of Mexican flavours and we’re continually refining our recipes and improving our raw ingredient supply to raise the bar for Mexican food in London. We’re thrilled to have been voted No.1

Chilango combines the flavours and quality you traditionally associate with a sit-down restaurant with the speed, price-point and convenience you look for in a quick service restaurant. The best of both worlds. But to stop there would be selling Chilango short. Massively short.

Of course we sell award-winning burritos, tacos, salads and more. But we view our higher calling as an opportunity to brighten up the days of our guests, and we describe the

ingredients that help us do that as The Chilango Holy Trinity. They’re all essential and combine to create truly vibrant experiences our guests want to share. Don’t believe us? Pop in to one of our restaurants and experience Chilango for yourself.

So what are these ingredients? It’s simple. Our focus is to deliver out-of-this-world Mexican food served up by fun, offbeat, amazing people in the most vibrant of places... every single day. That’s the reason we exist.

An electric colour palette with neon and graffiti that jumps off the walls, our interiors are designed to inject some fun holiday spirit into your soul. We must be doing something right: we were recently Highly Commended in the 2014 Casual Dining Design Awards for Best Designed Multiple Restaurant.

The Best London BurritosHardens Survey 2012

Voted No.1 Mexican Restaurant

Zagat Survey 2011 & 12

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Every investor will receive a voucher for two free burritos – one for you and one for a special friend. Nothing shows love like a free burrito so pick wisely.

Share the Love

The Burrito Bond is a very straightforward idea – you loan money to Chilango and we agree to pay you interest semi-annually and redeem your initial investment (the ‘principal’) when the Bonds mature.

The Burrito Bonds will be issued by Chilango Bonds plc, a wholly owned subsidiary of Mucho Mas Ltd (Chilango) which has provided a guarantee for the payment obligations of Chilango Bonds plc for the Burrito Bonds.

We have designed Burrito Bonds to be a simple investment. For an initial investment of £500 or more, Chilango Bonds plc will provide registered holders of

Burrito Bonds (“Bondholders”) with a fixed-rate return of 8.0% gross interest per annum over the course of an initial four year term.

At the end of this initial four year term you have a choice: either continue to hold the Burrito Bonds for another year on exactly the same terms or give us six months’ notice before the maturity date (or any subsequent anniversary) and we’ll redeem your Burrito Bonds.

On maturity of the Burrito Bonds, the full amount of your initial investment will be repaid without any deductions or charges.

The key features of the ‘Burrito Bonds’ are as follows:

8%*Interest

Rate

Semi-annualInterestPayments

£1m*Target

£500*Subscriptions

4yr*Maturity

*although maximum amount is £3M. Minimum

£500,000 to proceed.

*or multiples thereof. No

maximum amount.

*per annum *Initial 4 year term, bondholders option thereafter

with six month redemption notice

“Utterly delicious”Waitrose Food Illustrated

On top of the 8% annual interest rate we’re offering the following as part of the Burrito Bond:

The first 100 investors in the Burrito Bond will be invited to an exclusive bondholder party at one of our restaurants. We’ll have food, tequila, live music, games and a chance to chat Chilango with Dan and Eric.

This one’s for the big dogs. If you invest £10,000 or more we’ll give you a Chilango Black Card entitling you to a free burrito every week for the lifetime of the Bond.*

But wait! There’s more!

Quickdraw

The Chilango Black CardBlack

Card

*Terms and Conditions apply. Please see page 31 for further details.

BURRITOBOND

TM

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The Story1975

The story starts in Chicago in 1975. Born into a family of food fanatics and restaurant lovers, Eric held various restaurant and bar jobs to help pay his way through his university studies.

After working as a consultant for McKinsey & Company in Chicago, Eric decided to follow

his Viking roots and move to Norway to work in McKinsey’s Oslo office before heading up a non-profit organisation promoting and fostering entrepreneurship. Unsurprisingly he began to get the bug to start his own business and an idea started forming when he noticed the lack of delicious Mexican food outside the US.

In 2008 Chilango officially launched with a restaurant in Fleet Street, London. The response was off-the-charts positive and spurred on with this success, we made the classic mistake: expanding into the wrong locations.

After opening two new restaurants in two of the

largest shopping centres in the UK (Meadowhall in Sheffield and Bluewater in Essex) we quickly found that the rhythm of shopping centre visitors made it difficult to profitably manage the sites. It was a hard and painful lesson, but one that made Chilango stronger. We have focused exclusively on London high streets ever since.

Determined not to make the same site selection mistakes again we continued to attract investment from various hospitality industry executives. These investors became our advisors, helped us redefine our growth strategy and identify new sites. In 2011 we launched the next Chilango site on Chancery

Lane. This time things went to plan, and Eric appeared with Lord Alan Sugar as a guest judge on The Apprentice alongside the CEOs of McDonald’s UK and Domino’s UK. Oh, and we also bagged No. 1 Mexican restaurant and Best Buy in the Zagat Survey.

The ‘Burrito Bond’ is all about the future, helping us raise money to directly fund new sites as we roll-out across London. With construction already underway at two new sites, including Camden High Street and Brewer Street in Soho, and with a third site in advanced legals, the ‘Burrito Bond’ will help accelerate our plans. To read in more detail about these plans, turn to page 18.

2008- 2009

2011

The Future

After moving to London in 2005 and joining Skype, Eric met Dan. Inspired by the can-do attitude at Skype and our success at working together, we made a pact: if either of us had a great idea which we both liked, we would quit our jobs and go for it.

It wasn’t long before we discovered our mutual addiction to Mexican food and decided to do something about the shortage in London. In 2007 we combined our own savings with some investments from friends, and a matching bank loan, and took the plunge. Our

first restaurant ‘Mucho Mas’, launched on Upper Street in Islington.

It turns out running a restaurant is a lot easier said than done. Within 5 months of opening we were only weeks away from closing down, after realising just how difficult it could be. But in the nick of time we were able to raise money from a group of private investors and used it to develop new recipes, source incredible ingredients, build an entirely new brand concept, and open our next site. The year ended with a national television appearance as Eric cooked alongside Tana Ramsay on Market Kitchen.

Despite our hardships Chilango was voted Best New Concept at the Retailers’ Retailer of the Year Awards and Best Newcomer at the Peach Hero & Icon Awards, in 2010.

Since then we’ve launched Chilango in 4 more locations in London – Brushfield and London Wall in December 2012, Leather Lane in October 2013, and Monument in May 2014. We’re now ready to turn our attention to the next wave of new Chilango restaurants. Oh, and once again we were voted No. 1 Mexican restaurant and Best Buy in the 2012 Zagat Survey, and were hailed as The Best London Burritos in the 2012 Harden’s Survey.

2005 - 2007

2010

“Eyes roll back with sheer satisfaction”

Eric!Food & Travel Magazine

Lord Sugar(Grumpy as Usual)

2012 - 2014

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Angel

ChanceryLane

12 Leather Lane

76 Chancery Lane

Current RestaurantsWe currently have 7 Chilango restaurants across central London serving delicious fresh Mexican food seven days a week to thousands of hungry guests. Location really matters – we learnt that the hard way – so each of our restaurants are situated in sites that we really believe combine all of the vital ingredients for long term success.

Our vision is for every visit to Chilango to brighten up your day, so our restaurants all uniquely celebrate the vibrancy of Mexican food and culture. Central to the design is the food itself, skillfully prepared in front of our guests using quality, fresh ingredients to create a stampede of Mexican flavours.

We also think that people serving Mexican food should know a thing or two about it, so we take real care to train our staff in the delicate arts of marinating meats and blending chillies. Wondering what type of beans to get with your burrito? Just ask!

Delicious Magazine

“We loved the burritos!”

Recently Opened Oct 2013

LiverpoolStreet

Moorgate

27 Upper Street

142 Fleet Street

Monument

64 London Wall

These restaurants are just the beginning. We’re raising money through the Burrito Bond to open more restaurants in London. Turn to page 18 to read more about our exciting growth plans.

Monument

Just launched! May 2014

32 Brushfield St

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Eric Partaker

Management Team

Co-Founder & Brand Evangelist

Co-Founder & Burrito Mathematician

Eric grew up in Chicago where he fell in love with both Mexican food and the hospitality industry. He helped pay his way through school with various restaurant and bar jobs and graduated from the University of Illinois with a Finance degree in 1999. Before Chilango Eric worked together with Dan at Skype in London. He was also a consultant with McKinsey & Company where he learned how to make the most amazing PowerPoint presentations the world has ever seen. Eric’s obsessed with making sure every aspect of Chilango shines as vibrantly as possible.

Dan HoughtonDan has a first class degree in Mathematics from

Cambridge University – and although Eric might have the finance degree he can’t compete with Dan’s mathematical

genius. Dan used to work at Skype with Eric. Before that he worked in mobile marketing and content and was the founder of TextMagic, an online text messaging service.

These days he’s full-time at Chilango of course, acquiring and opening new restaurants, reviewing the numbers, the finer detail of the food and operating systems, and

generally making sure the wheels don’t come off.

“London’s best Mexican restaurants”Evening Standard

Luis Castro

David Haimes

Luis is a California native and at-tended the University of California at Santa Barbara. He joined us in our quest just 3 months after our first restaurant opened and has been making sure we deliver a stampede of Mexican flavours ever since. Luis has worked with food all his life – from his very first job working with a

fruit and veg retailer, to working with dairy farmers, and then food quality assurance and food manufacturing. Aside from making sure our food maintains its high-quality at large scale Luis also heads up food devel-opment at Chilango. He also buys our forks.

David started his professional life as an Engineer in the Midlands. During 10 years with Shell in their retail business he picked up price-less marketing and operations skills. He fell in love with hospitality when he joined Yum! Brands and worked with both the Pizza Hut and KFC brands across Europe. David

then went on to become Managing Director of Itsu in London and then Group CEO of the Rome based Obika restaurant chain. David’s main focus is to continually improve Chilango’s operations but he lends his consid-erable experience to all aspects of the business.

Food Quality

Operations Director

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Advisors

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Building a company is hard work so having the support and advice of people who’ve done it before is invaluable. We’ve built a world-class team of advisors – all of whom have personally invested in Chilango – to help us think through strategic decisions and assist us in developing everything from our human resources to financial systems. None of our advisors receive cash or equity compensation for this work. As investors, just like us, they’re passionate about Chilango and believe they can help us achieve our vision. Many of them have also already invested in the Burrito Bond, including Mike Dowell, Chris Moore, Simon Kossoff, Kevin Bacon, Frank Bandura, Laurie Morgan and Don Henshall, so if you choose to help us expand you’ll be joining some great company!

This brand is a country mile ahead of so many others in the market. It is rare to see such a passion being instilled throughout the business: in the vibrancy of the restaurant designs, the standards of the training and the restaurant teams, the brand communications, and of course, the fabulous food. Others may talk about ‘passion’, confusing it with veneer-thin enthusiasm whilst paying lip-service to the really important things that matter to guests. Chilango, however, is a power brand in the making, powered by people that are captivating and by an energy that is contagious.

I’ve been an investor since the early days and passionately believe in the Management team and the way in which they keep driving for perfection. In my view Chilango is by far the best product on the market.

Mike DowellFormer MD, Costa Coffee Current CEO, Krispy Kreme UK

Paul FacellaFormer Vice President of New York Region McDonald’s

Chris MooreFormer CEO, Domino’s Pizza UK

Simon KossoffCEO, Carluccio’s

Frank BanduraCFO, Carluccio’s

Kevin BaconFormer MD, Jamie Oliver International

Don HenshallFormer CEO, Krispy Kreme UK, current CEO of Farrow & Ball

Laurie MorganFormer VP of Marketing & Board Director, McDonald’s UK

Joanna RamsdaleFormer Regional Operations Director - London, Starbucks

Tim CockerFormer Global Supply Chain Director, Pret A Manger

“ “

””

- Chris Moore, Former CEO of Domino’s Pizza UK

Kevin Bacon, Former MD of Jamie Oliver International

It’s not every day that you come across a food brand where the vibrancy and buzz of their establishments is more than matched by the vibrancy and boldness of the flavours of their food. That’s what first attracted me to find out more about Chilango. But what sold me was the queue out the door. Chilango combines the qualities of a proven model with the edginess of a vibrant, contemporary and urban brand and has considerable potential for growth. The Burrito Bond is yet more evidence that Chilango is leading innovation in the sector.

Why Chilango? Simple. They have a winning combination of a powerful and colourful brand, a clear and compelling proposition, and a passion for high quality food. There isn’t a tastier burrito around or a cooler place to enjoy it. Over the years I’ve watched Chilango go from strength to strength. They’re leading the Mexican Revolution... and the future is bright.

Chilango is in the enviable position of leading London’s rapidly growing market for fast Mexican food with a solid base of restaurants, and a passionate and loyal following. Having done much of the ‘heavy lifting’ to get to this point the opportunities for growth are now really starting to materialise.

- David Haimes, Former MD of Itsu, Investor and Operations Director of Chilango

Chilango is one of a new breed of businesses where the owners understand that to be successful it takes more than good food and capital, it take vision and leadership that can be communicated to the staff (and therefore to Chilango’s guests) in a modern and honest way. Chilango’s culture and values run down from the founders to the staff in how they run and deliver their unique experience. Most importantly the team at Chilango listen and learn quickly ensuring that even mistakes can be turned into better business practices and guest experiences.

- Don Henshall, Former CEO, Krispy Kreme UK, current CEO of Farrow & Ball““

” ”- Mike Dowell, Former MD Costa Coffee, Current CEO Krispy Kreme UK

- Laurie Morgan, Former VP of Marketing and Board Director, McDonald’s UK

“

”

“

”

We started Chilango because we wanted Londoners to be able enjoy the

same incredible Mexican food we love so much. With 7 established restaurants

we’re delighted to see thousands of people enjoying Chilango’s vibrant flavours each

and every week. But we also know that London is a massive city and that there’s

more growth ahead.

We’ve spent a lot of time thinking about our future, pulling together all the lessons we’ve learnt in opening our restaurants over the last 7 years, along with the invaluable advice of our experienced advisors. Now we’re ready to take things up a gear.

Our newest restaurant at Monument just opened in May 2014 and our plan is to open

3 additional restaurants in London this year with many more to come in the years ahead. Two of these restaurants are already secured and in development, while a third is in advanced legals. Each new restaurant requires around £500,000 to cover the upfront capital expenditure as well as the pre-opening costs. The Burrito Bond will help us open this next batch of sites.

2014 Roll Out Plan

Brewer Street, Soho

Coming soon

Camden High Street

Coming soon

Site #10

Coming soon

“Our plan is to open 3 additional restaurants in London this year with many more to come in the years ahead.”

Offer Accepted

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“Fast food of the future” Independent on Sunday

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In 2013 we grew to 6 restaurants and became EBITDA positive. Our target for 2014 is to add 4 new restaurants, of which: one is already open, near Monument in the City of London; two are in development; and one is at advanced legals.

In the 53 weeks to 29th March 2014 we’ve increased our turnover by 54%. Although we’ve invested in a strong central leadership team to support our exciting growth plans, our administrative expenses have fallen from 15.2% to 12.2%. We plan to reduce this percentage further as we open additional restaurants.

We opened our first restaurant in Islington, a residential area in Central London, in 2007. The restaurant really took off and by 2011 we had 4 restaurants, including 2 in large regional shopping malls. These regional mall sites didn’t work out for us so we closed them to focus on expanding on high streets in Central London. Although this reduced our turnover it was a turning point for the company. We sharpened our property selection strategy, became more financially disciplined as a

group and became much more resilient as a team. But the major benefit came in how we began using the Investors and Advisors profiled on page 16. We now hold several “Advisory Meetings” per year, benefiting from the collective wisdom of this group, which helps us better plan ahead and solve problems more quickly. The result? Well, we believe we’re making better decisions faster.

(£531,510)

(£66,938)

£111,708

Financial Performance

To navigate the disposal of our two mall sites we raised a convertible loan note from our shareholders. As of January 2014, these notes have been either redeemed or fully converted and no longer sit on our balance sheet. As at 3rd June 2014, Chilango had approximately £51,000 of drawn secured debt facilities in total.

Our cash-on-hand as of 3rd June 2014 is £669,857, partly due to £1.2 million that we have taken in equity investment over the last 6 months. The minimum investment amount for this equity round was £100,000. With the cash on hand plus the £1 million we aim to raise through our Burrito Bond we will have sufficient capital to open our next 3 restaurants.

Fixed assets

Current assets:Stocks

Debtors

Bank and cash

Total current assets

Liabilities:Creditors

Convertible loan note

Long term liabilities

Total liabilities

Total assets less liabilities

Capital and reserves:Share capital and premium

Profit and loss account

Shareholder funds

52 weeks to 25/9/11

1,170,651

30,352278,719169,777478,848

1,282,892741,90191,289

2,116,082

(466,583)

4,584,149(5,050,732)

(466,583)

52 weeks to 23/9/12

764,366

29,936260,444249,383539,763

796,016497,55465,937

1,359,507

(55,378)

6,030,421(6,085,799)

(55,378)

53 weeks to 29/9/13

1,989,119

46,145395,507478,675920,327

1,060,100459,240

40,5841,559,924

1,349,522

7,706,265(6,356,743)

1,349,522

Turnover in the last three financial yearsEBITDA in the last three financial years

Growth in Number of Restaurants

AnnualIncrease of

54%

52 weeks to 24/3/13 53 weeks to 29/3/14

Turnover for trailing year* with comparison to previous year

Turnover

Cost of sales

Gross ProfitRestaurant operating costs

Restaurant EBITDAAdministrative expenses

EBITDA

Legal and professional fees

Depreciation

Interest payable

Interest receivable

Pre-opening costs

One off and non-recurring costs:Meadowhall closure, losses and write-offs

Bluewater closure, losses and write-offs

Other property abortive costs

Other one-off costs

Losses as per the unaudited statutory accounts

52 weeks to 25/9/11

3,730,8281,282,3192,448,5092,284,761

163,748695,258

(531,510)

(223,057)(575,220)(74,794)

345(47,150)

(600,446)0

(261,288)(21,628)

(2,334,748)

52 weeks to 23/9/12

2,802,669912,436

1,890,2331,505,067

385,166452,104(66,938)

(34,208)(331,238)(42,536)

391(46,436)

0(455,628)(21,450)(37,024)

(1,035,067)

53 weeks to 29/9/13

4,196,9831,360,3612,836,6222,159,057

677,565565,857111,708

(19,199)(149,055)

(46,265)990

(109,128)

00

(27,952)(32,043)

(270,944)

The table above shows the reconciliation of our management accounts to the losses reported in the unaudited statutory accounts. The main differences relate to: the closure of our two mall sites; non-operating costs like depreciation, interest and fundraising, legal and professional fees; and pre-opening and property abortive costs associated with opening new restaurants.

Profit & Loss

£3.2M

£5.0M

* Trailing year to 29th March 2014

Balance Sheets

over £600k

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Q&A

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Why are you raising money?

We want more Londoners to enjoy quality Mexican food. While we’re hugely proud of our existing 7 restaurants, we know that there’s massive room to grow in order to make amazing Mexican food more accessible for people around the capital. We’re raising money to fund our roll-out plan, so we can continue opening new Chilango restaurants in fantastic locations across the city. We already have two sites in construction, and one more in advanced legal proceedings.

Why not raise the money from a bank?

Well we could, but we really like the idea of letting our guests and fans help shape our future and participate in our success. The Burrito Bond allows us to do just that.

Why raise money on Crowdcube?

We think Crowdcube is leading the pack. They’re innovators, disruptive and trend-setters, and that makes them a perfect partner for Chilango.

How much money are you raising?

Our target is £1 million, although we will take up to £3 million. Launching each new Chilango restaurant requires around £500,000 of cash so we budget to launch two to six new sites using the money successfully raised through the Burrito Bond.

Are there any limits to how many Burrito Bonds I can have?

Nope - the Bonds will be allocated in amounts of £500 or multiples thereof. There is no upper limit.

What will happen if the Burrito Bond is oversubscribed?

Three things will happen if the Burrito Bond is oversubscribed. Firstly, we’ll have a shot of tequila, which will lead to a celebratory dance around our office. Secondly, we’ll keep raising money up to our maximum limit. Thirdly, we’ll have another shot of tequila.

While our goal is to raise £1 million, with careful help from our advisors we’ve done the maths and worked out that we can afford to repay up to £3 million if the demand for the Burrito Bond proves big enough. Each new restaurant costs around £500,000 to launch so raising £3 million would enable us to accelerate the opening of 6 new Chilango restaurants around London.

The Burrito Bonds will be allocated on a ‘first come, first served’ basis, so get them while they’re hot!

What happens if the Burrito Bond is undersubscribed?

Our minimum target for the Burrito Bond is £500,000, which would enable us to open one new Chilango restaurant. If we hit that target we’ll collect the money from investors and the Burrito Bond will work exactly as is described in this document. If we don’t reach the minimum target no money will be taken from investors. To read more about how raising money on Crowdcube works, turn to page 24.

Who can invest in the Burrito Bonds?

UK residents aged 18 or over, or companies or trusts residing in the UK for corporation tax purposes, can invest in Burrito Bonds.

What happens if I change my mind?

We’ll be sad to see you go but we completely understand. To cancel your investment all you’ll need to do is log in to GoCardless and cancel the Direct Debit you set up when you made your original investment. While the Chilango pitch is active on Crowdcube you can cancel at any time but as soon as it closes you will have a final 14 days to cancel your investment. Crowdcube will notify you by email when the Chilango campaign has closed.

What happens if you can’t open any new restaurants?

Although our plan is to open new restaurants, if we can’t our existing financial position would be strengthened as our current restaurants continue to mature.

Are you ever going to open Chilango restaurants outside of London?

While we certainly would never rule it out, we’re currently focused exclusively on the huge opportunity in London.

How will the rewards work?

We’ll send all bondholders their free burrito vouchers in the post to the address you have registered with Crowdcube, and if you’re a Black Card investor we’ll include that too. If you’re one of the first 100 investors we’ll email your invitation – again using your Crowdcube details – shortly after the fundraise closes.

What taxes do I need to pay?

The tax treatment of interest payments will depend on each bondholder’s circumstances and tax status and whether or not the Bond is held within a tax-favoured

Questions & Answers vehicle (such as a registered pension scheme). The summary paragraphs below are intended as a general guide only, relate only to certain limited aspects of UK taxation and are based on current law and HM Revenue and Customs (HMRC) practice both of which are subject to change, possibly with retrospective effect. Prospective bondholders who are in any doubt as to their tax position should obtain independent professional tax advice before applying for Burrito Bonds.

Generally, interest received by UK tax resident individuals is charged to income tax. Payment of interest to UK tax resident individuals is subject to withholding tax at the basic rate of income tax (currently 20%). Therefore we will arrange for basic rate income tax to be deducted from each interest payment made to such bondholders and this will be paid to HMRC on your behalf.

If the bondholder is a basic rate UK tax resident individual, there should be no further tax liability for the bondholder in respect of the interest on their Burrito Bond. If the bondholder is a higher rate taxpayer or an additional rate taxpayer, further income tax will be likely to arise and they will need to account for the additional tax due to HMRC through their annual Self Assessment return.

Interest arising on Burrito Bonds held in a tax-favoured vehicle, such as a registered pension scheme, may have a more favourable treatment than that described above. The exact treatment will depend on the nature of the vehicle.

Generally, interest received by a UK tax resident company is charged to corporation tax. There is no UK withholding tax on interest paid by a company to a UK tax resident company (provided that the payer reasonably believes that the person beneficially entitled to the interest income is a UK tax resident company and provided that no direction to withhold tax has been received from HMRC).

Will my Burrito Bonds give me shares in Chilango?

No. The Burrito Bonds represent a loan to Chilango, not shares in the company. Bonds are traditionally loans for a fixed period with a fixed rate of interest. Burrito Bonds cannot be converted into shares.

When will I get my original investment back?

The Burrito Bonds are available on a four-year term, after which you will be able to receive your original investment back. You’ll need to let us know 6 months before the maturity (and on any subsequent anniversary) if you want to redeem your Bonds or else your investment will roll over for another year and we’ll continue paying you interest. You can let us know through the Crowdcube platform.

How often will interest be paid, and how do I get it?

Interest will be paid twice every year and managed through the Crowdcube platform. Just log in to your portfolio to access it.

Can I sell or give my Burrito Bonds to someone else?

Unfortunately not. Burrito Bonds are non-transferrable.

If I die what would happen to my Burrito Bonds?

We hope that never happens, but if it did your estate would be able to redeem your Burrito Bonds early.

Could Chilango prematurely redeem my Burrito Bonds?

We reserve the right to redeem some or all of the Burrito Bonds at

any time (whether before or after the initial 4-year term).

Is the rate of return fixed?

Yes. The rate of return for Burrito Bonds is fixed at 8% for the lifetime of the Burrito Bond and will not change.

Can a company buy Burrito Bonds?

Yes, companies are eligible to buy Burrito Bonds. There may be specific tax implications you need to consider, so we strongly recommend you speak to a financial advisor.

Should I discuss the Burrito Bond with a financial advisor?

We strongly recommend that you do.

I like it - how do I apply?

For full information on how to apply, turn to page 24.

Can I apply by post?

No. All applications for Burrito Bonds must be made online through the Crowdcube platform.

I have more questions – how can I get them answered?

Simply create a new discussion on the Chilango Burrito Bond page forum on Crowdcube and we’ll answer your question shortly.

Investing on Crowdcube has been designed to be a straightforward process. To view the bond offer and invest you will need to be a registered member of Crowdcube, so visit www.crowdcube.com/register to join. Once you have signed up, go to www.crowdcube.com/chilango and simply enter the amount of money you wish to invest in the box that says ‘Enter Amount’, then click on the ‘Invest now’ button. You will then be asked to provide your payment details.

Crowdcube works on an ‘all or nothing’ basis. That means that unless Chilango reaches its minimum target, no investor money will be taken and no charges are ever incurred. When you enter your payment details using GoCardless you create a one-off Direct Debit which we will transfer directly to Chilango when the fundraise closes. We will notify you by email when this will be so you can ensure the correct funds are in your account. There is no charge for investors for this payment.

By creating a Direct Debit rather than simply taking the money when you invest, we enable you to keep hold of your money until the fundraise is completed. It also means Crowdcube can quickly and efficiently process payments on a large scale.

Crowdcube.com

How to invest on Crowdcube

Key Risks

24 25

Mini-Bond Risks

1. Non-transferable & illiquid investment

The Burrito Bonds are not transferable or negotiable on the capital markets and no application will be made for Burrito Bonds to be admitted for listing or trading on any market. Investment in an unquoted security of this nature, being an illiquid investment, is speculative, involving a degree of risk. It will not be possible to sell or realise the Burrito Bonds until they are repaid by Chilango.

2. Not protected by the Financial Services Compensation Scheme

The Burrito Bonds are not protected from loss by the Financial Services Compensation Scheme.

3. No certainty that Bondholders will be repaid at maturity

The Burrito Bonds are an unsecured debt of Chilango and will rank equally with any other unsecured debts of Chilango. There is no certainty or guarantee that Chilango will be able to repay them. If Chilango were to become insolvent, there is a risk that (a) some or all of the nominal value of the Burrito Bonds will not be redeemed; and (b) some or all of the interest return due on the Burrito Bonds will not be paid.

4. Unsecured

The Burrito Bonds are not secured against any fixed asset or property.

1. New restaurants fail to perform

The success of our roll-out plan depends heavily on locating and securing the right sites for Chilango restaurants; we learnt the hard way what happens when that goes wrong. Consequently, we have built a strong team to help refine our strategy and identify suitable locations, but there is a risk that some new restaurants may underperform our expectations and impact our financial position.

2. Market competition

The fast-casual restaurant industry is highly competitive – taste, price, food quality and presentation, service, restaurant location and atmosphere all play a part in determining guest footfall and ongoing loyalty. Mexican food has become increasingly popular in the UK and there are a number of Mexican fast-casual restaurants that we compete with, specifically in London. We work hard to try and continually refine the Chilango experience but there is a risk that our competition might adopt aggressive pricing policies, which could reduce our sales performance. 3. Growth management

As we launch more restaurants around London we will have to continue to scale our existing management, information and

financial systems to support this growth.

Although we have now launched 7 restaurants, there is a risk that as Chilango becomes larger we may have difficulty managing a larger group of restaurants.

4. Food supply and labour costs

An increase in food and labour costs, both of which are fundamental elements of our business, could adversely impact our operating costs and consequently our ability to service interest and repayment.

5. Food illness

Instances of food-borne or localised illnesses could temporarily close some of our restaurants or result in negative publicity, leading to a decline in our sales. We go to great lengths to make sure this doesn’t happen but it is an unavoidable risk within the food industry.

The Directors consider the following risks to be material for potential investors, but the risks listed below do not necessarily comprise all those associated with an investment in Chilango and are not set out in order of priority. Additional risks and uncertainties currently unknown to Chilango (such as changes in legal, regulatory or tax requirements), or which Chilango currently believes are immaterial, may also have a materially adverse effect on our financial condition or prospects.

Risks Relating to Chilango

Burrito Bond Instrument Burrito Bond Instrument

26 27

Date: 09/06/2014

THIS INSTRUMENT is made by way of Deed Poll on 09/06/2014 BY

CHILANGO BONDS PLC (registered number 09053156) whose registered office is at 27 Upper Street, London, N1 0PN (the “Issuer”); and

MUCHO MAS LIMITED (registered number 05944758) whose registered office is at 27 Upper Street, London, N1 0PN (the “Guarantor”).

TERMS:

1. Definitions and Interpretation

1.1 The following words have these meanings in this Instrument unless a contrary intention appears:

“Aggregate Nominal Amount”in respect of the Burrito Bonds in issue at any time, the aggregate principal amount of the Burrito Bonds outstanding at that time and/or all accrued interest thereon;

“Bondholder or Bondholders” the person(s) from time to time entered in the Register as the holders of the Burrito Bonds;

“Burrito Bonds” the non-convertible and non-transferable Burrito Bonds of the Issuer constituted by this Instrument.

“Business Day” a day other than a Saturday or a Sunday on which banks are open for business in London;

“Certificate” a certificate evidencing title to the Burrito Bonds substantially in the form set out in the Schedule;

“Commencement Date” the date on which the Burrito Bonds are first issued;

“Crowdcube” Crowdcube Ventures Limited, which provides various services to the Issuer in connection with the Burrito Bonds;

“Crowdcube Portfolio” the portion of the website provided by Crowdcube wherein Bondholders can manage Burrito Bonds;

“Default Event” has the meaning given to that term in Clause 6.1;

“Directors” the board of directors of the Issuer from time to time;

“Group” a company which is from time to time a parent undertaking or a subsidiary undertaking of the Guarantor or a subsidiary undertaking of any such parent undertaking, and the terms “parent undertaking” and “subsidiary undertaking” shall have the meanings as set out in the Companies Act 2006;

“Instrument” this instrument;

“Interest Payment Date” the date falling (i) six months and (ii) twelve months, following the Commencement Date and (iii) the same date of each subsequent sixth month up to and including the date on which the Burrito Bonds are finally redeemed;

“Interest Rate” 8.00 (eight) per cent. per annum;

“Recognised Investment Exchange” has the meaning ascribed to that term in section 285 of the Financial Services and Markets Act 2000;

“Register” the register of Bondholders maintained by the Issuer as provided for in Clause 11;

“Registered Office” the registered office of the Issuer from time to time; and

“Repayment Date” subject to pre-payment by the Issuer in accordance with the terms of this Instrument, at the option of the Bondholder the later of (i) the fourth anniversary of the Commencement Date, and (ii) any subsequent anniversary of the Commencement Date (or if such date

does not fall on a Business Day, the next Business Day) provided that the Bondholder has completed a notice of redemption six months prior to the relevant repayment date in accordance with clause 4.1.

1.2 In this Instrument, unless the contrary intention appears:

(a) the singular includes the plural and vice versa and any gender includes the other gender;

(b) ‘person’ unless the context otherwise requires includes a natural person, a firm, a partnership, a body corporate, an unincorporated association or body, a state or agency of state, trust or foundation (whether or not having separate legal personality);

(c) a ‘natural person’ unless the context otherwise requires shall mean a human being, as opposed to a juridical person created by law;

(d) a reference to:

(i) a document means that document as amended, replaced or novated;

(ii) a statute or other law means that statute or other law as amended or replaced, whether before or after the date of this Instrument and includes regulations and other instruments made under it;

(iii) a clause or schedule is a reference to a clause or a schedule in this Instrument; and

(iv) a month means a calendar month;

(e) where the word ‘including’ or ‘includes’ is used, it is to be taken to be followed by the words: ‘but not limited to’ or ‘but is not limited to’, as the case requires;

(f) where a period of time is expressed to be calculated from or after a specified day, that day is included in the period;

(g) a reference to “date of redemption” or “repayment” or “redeemed” or “repaid” means the date on which all the

outstanding principal and accrued interest on all the outstanding Burrito Bonds is finally paid; and

(h) headings are inserted for convenience and do not affect the interpretation of this Instrument.

2. Amount and Status of Burrito Bonds

2.1 The aggregate principal amount of the Burrito Bonds is limited to £3,000,000.

2.2 The Burrito Bonds shall only be capable of being issued in multiples of £500 in nominal amount and there will be no limit on the maximum amount of Burrito Bonds that can be issued to a Bondholder, subject to the aggregate principal amount limit set out in Clause 2.1 above.

2.3 The Burrito Bonds shall not be issued or registered in the names of more than one Bondholder.

2.4 Subject to this Instrument and the Schedule, the whole of the Burrito Bonds as and when issued shall rank pari passu equally and rateably without discrimination or preference.

2.5 The Burrito Bonds shall not be capable of being transferred by the Bondholder or by the Issuer and shall not be capable of being dealt in or negotiated on any stock exchange or other recognised or capital market in the United Kingdom or elsewhere and no application has been or will be made to any Recognised Investment Exchange for the listing of, or for permission to deal in, the Burrito Bonds.

3. Interest and benefits

3.1 Interest is payable on the principal amount outstanding under the Burrito Bonds from the Commencement Date until the date of redemption and will be calculated on the basis of a 365 day year (or, in the case of a leap year, a 366 day year).

3.2 Interest accrues from day to day at the Interest Rate and is payable in cash to each Bondholder by half-yearly payments in arrears on each Interest Payment Date until the

Burrito Bonds are repaid under the terms of this Instrument and shall become payable to the relevant Bondholders by the Issuer within 15 Business Days of the relevant Interest Payment Date.

3.3 Interest which has become payable to a Bondholder in accordance with Clause 3.2 above shall be paid to the relevant Bondholder upon receipt of a valid withdrawal request submitted within their Crowdcube Portfolio.

3.4 In addition to interest payable as set out above:

(a) The Issuer will send every Bondholder one voucher which can be exchanged for two free burritos at any restaurant operated by the Guarantor;

(b) The Issuer will invite the first 100 successful applicants for Burrito Bonds to a party at a restaurant operated by the Guarantor; and

(c) The Issuer will provide each Bondholder who subscribes for £10,000 or more of Burrito Bonds with a Chilango Black Card which will entitle the Bondholder to one burrito each week from any restaurant operated by the Guarantor until such time as the relevant Bondholder’s Burrito Bonds are redeemed in accordance with Clause 4 below.

4. Redemption of Burrito Bonds

4.1 All Burrito Bonds not previously repaid (in whole or in part) before the Repayment Date will be redeemed by the Issuer on the Repayment Date, at par, together with interest accrued up to and including the date of redemption, provided that the Bondholder submits a completed electronic notice of redemption and associated instructions within their Crowdcube Portfolio so as to be received at least six months prior to the relevant Repayment Date. Investors will be notified seven (7) months before the Repayment Date and have one (1) month to submit a redemption notice.

4.2 All payments of principal and interest in respect of the Burrito

Bonds by or on behalf of the Issuer shall be made at the Bondholder’s risk:

(a) electronically by payment processor(s); and

(b) free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed, unless such withholding or deduction is required by law. In that event, the Issuer shall make such withholding or deduction and shall, where required, account to the relevant tax authority for such withholding or deduction. For the avoidance of doubt, in such circumstances, the Issuer shall not be required to increase or gross-up any payment of principal or interest made hereunder.

4.3 All Burrito Bonds redeemed by the Issuer pursuant to the terms of this Instrument will be cancelled and will not be available for reissue.

4.4 In the event that any income tax or other tax is deducted or withheld from a payment, the Issuer will issue to the Bondholders as soon as reasonably practicable a certificate of deduction of tax in respect of the tax deducted or withheld.

5. Early Redemption of Burrito Bonds

In addition to Clause 6.1, the Issuer will be entitled to redeem any or all of the principal amount of the Burrito Bonds (in whole or in part) together with interest accrued thereon at any time.

6. Default Events

6.1 Notwithstanding Clause 4 and 5 and subject to Clause 6.2, all outstanding Burrito Bonds shall become immediately repayable, at the option of a Bondholder, at par together with all accrued interest up to and including the date of redemption, on the happening of any of the following events (each a “Default Event”):

(a) an order is made or an effective resolution passed for winding-up

Bond Instrument

28 29

or liquidation of the Issuer (otherwise than for the purposes of or in the course of a solvent re-organisation, reconstruction or amalgamation); or

(b) an encumbrancer has taken possession of or if a receiver, administrative receiver, liquidator, judicial factor or other similar officer is appointed to take possession of the whole or any material part of the property or undertaking of the Issuer and in any such case is not discharged, withdrawn or removed within 14 days of possession being taken or an appointment being made provided that at all times during such period the Issuer is contesting such possession or appointment in good faith and diligently; or

(c) any administration order or any administration application has been made in respect of the Issuer; or

(d) any procedure or step analogous to the events set out in Clause 6.1(a) to (c) is taken in any jurisdiction.

6.2 The Issuer will use reasonable endeavours to give notice to the Bondholders of the happening of any Default Event within ten (10) Business Days upon becoming aware of the same. If any Bondholder shall waive in writing its right of repayment of the Aggregate Nominal Amount due to it, the Burrito Bonds held by such Bondholder shall remain outstanding.

7. Non-Conversion

Neither the principal amount of the Burrito Bonds nor any accrued interest thereon shall be capable of conversion into shares or other securities in the Issuer.

8. Certificates

8.1 The Certificates will be in the form or substantially in the form set out in the Schedule in digital form.

8.2 The Issuer will recognise the Bondholder indicated in the Register as the absolute owner of the Burrito Bonds. The Issuer is not bound to take notice or see to the execution of any trust whether express, implied or constructive to which any Burrito Bonds may be subject.

8.3 If any of the Bondholder’s Burrito Bonds are due to be redeemed under any of the provisions of this Instrument, the Bondholder shall, if requested by the Issuer, provide the Issuer and Crowdcube with its up to date account details and, upon such delivery, the Issuer shall pay the relevant redemption amount to the Bondholder and the relevant Certificate shall be cancelled.

8.4 If any of the Bondholder’s Burrito Bonds are liable to be redeemed under any of the provisions of this Instrument, and, following a request by the Issuer, it fails to respond or provide up to date account details for redemption, then the Issuer may set aside the relevant amount due to the Bondholder, pay it into a separate interest-bearing bank account which shall be held by the Issuer in trust for the Bondholder (but without interest (save as may accrue in such account)) and such setting aside shall be deemed, for all purposes of these conditions, to be a payment to the Bondholder and the Issuer shall thereby be discharged from all obligations in connection with such Burrito Bonds. If the Issuer shall place such amount on deposit at a bank, the Issuer shall not be responsible for the safe custody of such amount or for any interest accruing on such amount in such account.

9. Transfer

Burrito Bonds are not transferable in whole or in part and neither the Issuer nor its Directors shall approve, or arrange or participate in any transfer of Burrito Bonds whether by registration or otherwise.

10. Transmission

10.1 Any person becoming entitled to Burrito Bonds as a result of the death or bankruptcy of a holder of Burrito Bonds or of any other event giving rise to the transmission of such Burrito Bonds by operation of law may, upon producing such evidence as reasonably required by the Directors of the Issuer, be registered as the holder of such Burrito Bonds.

10.2 In the case of death of a

registered holder of Burrito Bonds, the only persons recognised by the Issuer as having any title to the Burrito Bonds are the executors or administrators of a deceased sole registered holder of Burrito Bonds or such other person or persons as the Directors of the Issuer may reasonably determine and they will be entitled to require repayment of the Burrito Bonds at par.

11. Register of the Burrito Bonds

11.1 The Issuer will at all times keep at its Registered Office, or at such other place as the Issuer may have appointed for the purpose, a register showing:

(a) the nominal amount of the Burrito Bonds held by the Bondholder;

(b) the serial number of each Burrito Bond issued;

(c) the date of issue and all subsequent transmissions of ownership; and

(d) the name and address of the Bondholder as bondholder.

11.2 The Bondholder may at all reasonable times during office hours inspect his/her details entered in the Register and take copies of such details from the Register.

11.3 The Register may be closed by the Issuer for such periods and at such times as it thinks fit but not more than thirty (30) days in any calendar year.

11.4 Any change of Bondholder details, including but not limited to name, email address or address on the part of the Bondholder must be notified to the Issuer and Crowdcube and the Register will be altered accordingly.

12. Guarantee

12.1 The Guarantor unconditionally and irrevocably guarantees to each of the Bondholders from time to time that if, for any reason whatsoever, the Aggregate Nominal Amount of his or its outstanding Burrito Bonds (or any part of it) is not

Bond Instrument

paid in full by the Issuer on the due date it shall (subject to the limitations set out in this guarantee), on demand in writing by such Bondholder, pay to him such sum as shall be equal to the amount in respect of which such default has been made, provided that the Guarantor’s maximum aggregate liability under this guarantee shall not exceed an amount equal to the Aggregate Nominal Amount due to such Bondholder.

12.2 Upon payment in full by the Guarantor of the Aggregate Nominal Amount of any outstanding Burrito Bonds, such Burrito Bonds shall be deemed to have been repaid and cancelled.

12.3 The Guarantor shall be liable as if it were a principal debtor for all monies payable pursuant to this Instrument (notwithstanding that, as between the Issuer and the Guarantor, the Guarantor is a surety only) and shall not be exonerated or discharged from liability under this guarantee:

(a) by time or indulgence being given to, or any arrangement or alteration of terms being made with, the Issuer; or

(b) by the liquidation, whether voluntary or compulsory, of the Issuer or by the appointment of an administrative receiver or an administrator in relation to the Issuer or its assets; or

(c) by any act, omission, matter or thing whatsoever whereby the Guarantor, as surety only, would or might have been so exonerated or discharged.

12.4 Each of the covenants and guarantees contained in this Clause 12 shall be a continuing covenant and guarantee binding on the Guarantor, and shall remain in operation until the Aggregate Nominal Amount of the outstanding Burrito Bonds has been fully paid or satisfied.

12.5 This Clause 12 shall be deemed to contain, as a separate and independent stipulation, a provision to the effect that any sums of money which may not be recoverable from the Guarantor by virtue of a guarantee (whether by reason of any

legal limitation, disability, incapacity or any other fact or circumstance and whether known to the Bondholders or not) shall nevertheless be recoverable from the Guarantor by way of indemnity.

12.6 Each Bondholder shall be entitled to determine from time to time when to enforce this guarantee as regards his outstanding Burrito Bonds and may from time to time make any arrangements or compromise with the Guarantor in relation to the guarantee given by this Clause 12 which such Bondholder may think expedient and/or in his own interest.

12.7 Any payment to be made by the Guarantor under this Instrument shall be made without regard to any lien, right of set-off, counterclaim or other analogous right to which the Guarantor may be, or claim to be, entitled against any Bondholder.

12.8 Payment by the Guarantor to any Bondholder made in accordance with this Clause 12 shall be deemed a valid payment for all purposes of this Clause 12 and shall discharge the Guarantor from its liability under this Clause 12 to the extent of the payment, and the Guarantor shall not be concerned to see to the application of any such payment.

12.9 In relation to any demand made by a Bondholder for payment by the Guarantor pursuant to this Clause 12, such demand shall be in writing and shall state:

(a) the full name and registered address of such Bondholder and the Aggregate Nominal Value which is claimed;

(b) that none of the Burrito Bonds in respect of which such demand is made has been cancelled, redeemed or repurchased by the Issuer;

(c) that the sum demanded is due and payable by the Issuer, that all conditions and demands prerequisite to the Issuer’s obligations in relation to those Burrito Bonds have been fulfilled and made, that any grace period relating to those obligations has elapsed and that the Issuer has failed to pay the sum demanded;

(d) the date on which payment of the Aggregate Nominal Amount (or part thereof) in respect of which the demand is made should have been made to the Bondholder by the Issuer; and

(e) the bank account details of a bank in the United Kingdom to which payment by the Guarantor is to be credited or the address to which payment by cheque or bank payment is to be sent at the Bondholder’s risk.

12.10 The Guarantor may rely on any demand or other document or information appearing on its face to be genuine and correct, and to have been signed or communicated by the person by whom it purports to be signed or communicated. The Guarantor shall not be liable for the consequences of such reliance and shall have no obligation to verify that the facts or matters stated in any such demand, document or information are true and correct.

12.11 All payments, including payments of principal and interest, in respect of the Burrito Bonds by or on behalf of the Guarantor shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed, unless such withholding or deduction is required by law. In that event, the Guarantor shall make such withholding or deduction and shall, where required, account to the relevant tax authority for such withholding or deduction. For the avoidance of doubt, in such circumstances, the Guarantor shall not be required to increase or gross-up any payment made hereunder.

13. Warranties and Undertakings

13.1 The Issuer undertakes to the Bondholder that:

(a) it will perform and observe the obligations imposed on it by this Instrument;

(b) it will comply with the provisions of the Certificates; and

(c) the Burrito Bonds are held

Bond Instrument

This Invitation, and/or your partici-pation in the subscription of Burrito Bonds is conditional upon and subject to:

1. your successful completion of Crowd-cube’s registration requirements and the online investment process through Crowdcube prior to the investment opportunity hitting its maximum target, being closed by the Issuer or expiring on the Crowdcube website; and

2. the Issuer having accepted your ap-plication to subscribe for Burrito Bonds (“Application”) in whole or in part.

3. All Applications are strictly made based on the terms and conditions con-tained in this Invitation and the Bond Instrument. Investors have the right to cancel their investment at any point up until 14 days after the Issuer’s pitch is closed, following which point funds will be taken from investor’s accounts. In-vestors will be notified and forewarned of these events by email.

In particular, by making your Applica-tion, you will be deemed to acknowl-edge and confirm:

(a) that you are not relying on any infor-mation given or any representations, warranties, agreements or undertak-ings (express or implied), written or oral, or statements made at any time by the Issuer or Crowdcube Ventures Ltd or Crowdcube Ltd in relation to the Issuer or any Group entity other than as contained in this Invitation and the Bond Instrument and that, accordingly, none of the Issuer or Crowdcube Ven-tures Ltd any Group entity, its directors, officers, agents, employees or advisers or any person acting on behalf of any of them shall have any responsibility for any such information, representations, warranties, agreements or undertak-ings (express or implied).

(b) you are either (i) an individual who is 18 years old or more at the date of making your Application and who is resident in the UK, or (ii) a company or trust resident in the UK for corporation tax purposes and which is not prevent-ed by the laws of its governing juris-diction or place of incorporation from applying for or holding Burrito Bonds;

(c) you are either (i), certified as a ‘high net worth investor’, (ii) certified as a ‘so-phisticated investor’, (iii) self-certified as a ‘sophisticated investor’ or (iv) certified as a ‘restricted investor’, in each case in accordance with the FCA’s Conduct of

Business Sourcebook Chapter 4.7;

(d) you are entitled to make your Ap-plication and to be issued with Burrito Bonds in respect thereof under the laws of and rules of any governmen-tal bodies located in any jurisdictions which apply to you;

(e) you are aware that it is open to you to seek advice from someone who spe-cialises in advising on investments;

(f) you are not entitled to be paid any commission in relation to your Applica-tion;

(g) any monies invested in connection with an Application will not be taken unless the Issuer reaches its minimum target and will not bear interest until the Bond issuance;

(h) you acknowledge that the Issuer may, in its absolute discretion, reject in whole or in part or scale down your Application;

(i) all certificates, documents, and mon-ies sent or transferred to you by or on behalf of the Issuer or any documents and monies you send or transfer to the Issuer are sent or transferred at your risk;

(j) you and any funds under your man-agement are not engaged in money laundering;

(k) you are making your Application on your own behalf and for no other person;

(l) the Issuer, its directors, employees, agents and advisers will rely upon the truth and accuracy of the confirma-tions, acknowledgements and rep-resentations contained in this Invitation and our Application Form; and

(m) the Issuer accepts no liability for any inaccuracies in your Application.

Money Laundering

It is also a term of your Application that, to ensure compliance with the Money Laundering Regulations 2007 (as amended), the Issuer or Crowdcube may, in our / their absolute discretion, require verification of your identity to the extent that you have not already provided the same. Pending the pro-vision of evidence of identity, Burrito Bonds applied for by you may not be issued at the absolute discretion of the Issuer or Crowdcube. If within a reason-

able time after a request for verification of identity, satisfactory evidence has not been supplied, the Issuer may, at its absolute discretion, terminate your Application in which event no monies will be taken from your account and no interest will be payable.

If you decide to make an Application, you undertake to the Issuer that you will pay for such Burrito Bonds on ac-ceptance of your Application.

Jurisdiction

The making of Applications, accept-ances of Applications and contracts re-sulting therefrom under this Invitation shall be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdic-tion of the English courts.

Share the Love

A ‘Share the Love’ voucher entitles bondholders to redeem two free burritos at any Chilango restaurant. You must present your voucher before ordering to receive your free burritos. Drinks and extras are not included. The voucher is not exchangeable for cash and cannot be transferred. This offer expires on December 31st 2014 and Chilango reserves the right to change this offer at any time.

Quickdraw

The first 100 investors in the Burrito Bond will be invited to a bondholder party. Details of the party will be sent by email to the address registered with Crowdcube. Please present your invitation when arriving at the event. Chilango reserves the right to change party details at any time

Black Card

The Black Card is issued to bondhold-ers owning £10,000 or more of the Bur-rito Bonds. This card entitles you to one free burrito per week for a maximum period of 4 years. You must present the card at purchase to receive your free meal. The meal does not include drinks or extras. Only you, the bondholder, may use this card. Please keep it safe as we can’t issue a replacement card. The staff at Chilango have the right to ask for identification. We reserve the right to change this deal at any time (we’ll email you via Crowdcube). This card expires the earlier of 31st July 2018 or the redemption of the Bond.

Terms & Conditions

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subject to and with the benefit of the terms and conditions set out in this Instrument and are binding on the Issuer and the Bondholder and all persons claiming through or under them.

13.2 The Issuer and the Guarantor severally warrant to the Bondholder on the date of this Instrument, and at all times while such Bondholder holds Burrito Bonds, that:

(a) (in case of the Issuer only) it has the power and authority to issue the Burrito Bonds and to exercise its rights and perform its obligations under the Burrito Bonds;

(b) it has the power and authority to enter into this Instrument and to exercise its rights and perform its obligations under this Instrument;

(c) it has taken all necessary corporate, shareholder and other action to authorise the execution, delivery and performance of this Instrument; and

(d) it has been duly incorporated, constituted or amalgamated and is validly subsisting and is in good standing under the laws of the jurisdiction in which it is incorporated, constituted or amalgamated.

14. Notice

14.1 Any notice or other communication to be given under this Instrument must be in writing or communicated using the Bondholder’s Crowdcube Portfolio. Written notices will be served by delivering it personally or sending it by pre-paid post to the address and for the attention of the relevant party set out below (or as otherwise notified by that party). Any notice will be deemed to have been received:

(a) if delivered personally, at the time of delivery;

(b) in the case of pre-paid post, 48 hours from the date of posting; and

(c) in the case of registered airmail within three (3) Business Days of the date of posting.

(d) any notice communicated digitally using the Crowdcube Portfolio will be deemed to have been received at the time when a record of such receipt is sent digitally to Bondholder by Crowdcube. Any notice sent by email shall be deemed to be received at the time of sending.

14.2 If deemed receipt occurs before 9am on a Business Day the notice is deemed to have been received at 9am on that day and if deemed receipt occurs after 5pm, the notice is deemed to have been received at 9am on the next Business Day.

14.3 The addresses of the Bondholders for the purposes of the Instrument are as set out in the Register from time to time and the address of the Issuer and Guarantor is its Registered Office.

15. Costs and Expenses

Each party shall pay its own costs, charges and expenses relating to the execution and implementation of this Instrument.

16. Third Party Rights

No person shall have a right under the Contract (Rights of Third Parties) Act 1999 to enforce any term of this Instrument.

17. Governing Law and Jurisdiction

17.1 This Instrument and each of the Burrito Bonds is governed by and shall be construed in accordance with the law of England and Wales.

17.2 Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales as regards any claim, dispute or matter arising out of or in connection with this Instrument.

EXECUTED as a DEED on the day and year set out above for and on behalf of CHILANGO BONDS PLC acting by:

Eric D. PartakerDirector

Daniel HoughtonDirector/Secretary

EXECUTED as a DEED on the day and year set out above for and on behalf of MUCHO MAS LIMITED acting by:

Eric D. PartakerDirector

Daniel HoughtonDirector/Secretary

Certificate

BURRITOBOND TM

Chilango Burrito Bond Certificate No.1 Amount: £250,000

Bond Value: £500No. of Bonds: 500

Chilango Bonds plcRegistered in England and Wales with Registration Number 09053156

of33 Guacamole Drive, London, W1S 1FD

Benjamin ChristineThis is to Certify that

Is the registered holder of 500 Burrito Bonds in the above named company,subject to an instrument of the said company.Issued 9 June 2014

we like you best! Enjoy your

free burritos

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