Ogier (UK) LLP
Terms and Conditions of Business - Legal Services

1

Introduction

1.1

Ogier is a multi-jurisdictional legal and fiduciary
services provider. It includes collectively Ogier
Legal Limited Partnership, Ogier Global Holding
Company Limited, separate legal or limited
liability partnerships (each using the name'Ogier') and any of their subsidiaries, associates
and undertakings (including any successor toany of them) wherever each and any of them
may be situate. A full list of jurisdictions in which
Ogier operates and the main trading entities
included within Ogier is available atwww.ogier.com.

1.2

1.3

References in these Terms and Conditions andany accompanying engagement letter to we,
our, us and the firm mean Ogier (UK) LLP, alimited liability partnership registered in Englandand Wales with registration number OC314831.
Whilst it is part of Ogier, this limited liability
partnership alone is fully and exclusively
responsible for providing legal services to you
under this engagement. Ogier (UK) LLP is
authorised and regulated by the Solicitors
Regulation Authority (the SRA). The SRA is theindependent regulatory body of the Law Societyof England and Wales, and operates within theregulatory framework of the Legal Services Act
2007 (and any subsequent amendments). We
maintain professional indemnity insurance inaccordance with the rules or the SRA. Detailsof the insurance and the territorial coverage ofthe policy are available for inspection at our
offices.
Any advice that we provide is for your benefit
alone for the purpose of this engagement.
Unless we expressly agree otherwise, theadvice is not to be used or relied upon by third
parties. We accept no responsibility for any
consequences arising from reliance upon our
advice by any person other than you.
We reserve the right to vary these Terms andConditions from time to time, including during
the course of the provision of legal services,
without your prior consent. These Terms andConditions and any future variations will be
published on www.ogier.com by way of public
notice to all current and prospective clients. On
the basis of such publication you shall bedeemed to have agreed to these Terms andConditions and all such variations.

2Your Authorised Representative

2.1

In our provision of legal services you authorise
us to deal with any designated representative
notified to us in writing (including by email) or bytelephone from time to time. That notification

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may come from you or other professional
advisers or agents or other third parties
providing services for you in relation to thisengagement.
3

Due Diligence3.1

We are required to complete due diligence
checks on all new and existing clients. Thesechecks will include gathering information anddocuments to identify and verify each individual
or entity for whom we act and, if applicable,
each principal or beneficial owner of that entity.
We may conduct electronic identity verification
searches.

3.2

Either the lawyer or fee earner responsible foryour engagement or a member of the legal
compliance team will contact you to agree what
information and documents are required tosatisfy our due diligence checks, including theform of those documents.

3.3

We may immediately stop acting for you if,
within a reasonable period, you fail to produce
or delay in producing any information or
documents (in a form acceptable to us) werequire for our due diligence checks. If we soterminate our engagement, that termination will
be without any liability on our part and without
prejudice to our ability to claim our fees,
disbursements and charges incurred prior tothat termination.

3.4

We are not permitted to provide final advice toenable a transaction to complete until our due
diligence checks have been finalised. Any
advice that we give to you prior to thecompletion of the due diligence checks will betaken to be preliminary advice on which you
cannot place any reliance and for which we
accept no liability.

4
4.1

Fees
Unless agreed otherwise, our fees are based ontime spent by our lawyers and other fee
earners.
However we are entitled inaccordance with the SRA requirements to take
into account, when assessing rates and bills
generally, other factors including theimportance, urgency, novelty and complexity ofthe matter, the values involved, the number andlength of any documents involved, any special
skills required and the firm's experience,expertise and precedents. Where appropriate,
work may be undertaken by a suitably qualified
fee earner, subject to supervision, who is not asolicitor. We are always willing to discuss withyou a fair and reasonable method to determine
our fees in any specific case.

4.2

Our billing rates vary according to theexperience, qualifications and role of theindividuals involved. Our billing rates arereviewed from time to time and may be adjusted
as we consider necessary. The rates applied
will be those in force at the time the work isundertaken. It is not our practice to notify youof changes to billing rates but we will provide up
to date information upon request.

4.3

By instructing us, you authorise us to incur andcharge for disbursements such as thoserelating to court fees, courier services,
government fees, travel expenses and otherthird party charges. In addition, a sundry
expenses charge of up to 4% of fees may be
included in each invoice to cover general
expenses which it is not practical to charge on
a provision basis such as those relating totelephone calls and in-house photocopying andprinting charges.

4.4

Where significant or unusual third party
payments are required we may forward any
related invoices to you for direct payment.

4.5

Although we may from time to time, at yourrequest,provideestimatesof
fees,
disbursements and charges that we anticipate
will be incurred, these are only estimates andthe actual fees, disbursements and charges
ultimately invoiced may vary from thoseestimates. We will endeavour to inform you assoon as possible if it appears that any estimate
is likely to be exceeded or if there are significant
changes to the variables on which the estimate
was based. You may request an update on feesat any time during the course of ourengagement.

4.6

If another member of Ogier records time in acurrency other than that in which the invoice isbeing produced, the fees of that other Ogier
member will be converted to the same currency
as that in which the invoice is being issued using
the relevant Financial Times rate as we may use
from time to time.

4.7

Our mandatory due diligence procedures may
result in a charge depending on the extent of thedue diligence required. In the event that we arerequested to provide copies of due diligencerecords to third parties, we may charge a fee
depending on the extent of the due diligencerequired and will action only subsequent toreceipt of a signed mandate of release by you.

4.8

4.9

We will add to your invoice any value added tax,
goods and services tax or other similar tax that
may be chargeable on all or any part of theservices which we provide as part of ourengagement or any disbursements or charges
in relation to those services.
In the event that you are required to withhold or
make any deductions in respect of any tax orsimilar levy, you will pay to us such additionalamount as will ensure we receive the same total

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amount that would have been received if there
were no such withholding or deduction.
5

Payments on Account and Client Account
Funds

5.1

We reserve the right to request a payment on
account of fees, disbursements and/or charges.

5.2

All clients' money accepted by the firm will beheld in an account separate from the firm's
money in accordance with the provisions of the
Solicitors Regulation Authority (SRA) AccountRules. We will pay interest when it is fair andreasonable to do so. Such interest would be
calculated over the whole period that money isheld. We will not pay interest where the amountis less than £20, or, if we have agreed with therecipient to contract out of our obligations to pay
interest, if the monies are held other than in ourclient account (for example, cash held in asafe). If you would like further details of this,please do not hesitate to ask us.

5.3

As permitted by the SRA Account Rules, where
we are holding money for you, on account orotherwise, we may use this money towards
payment or part-payment of any of ouroutstanding invoices within 14 days of the dateof the invoice, unless the money is held foranother purpose. We will always inform you
when this is being done. Should you inform us
in writing of a bona fide dispute in relation to ourfees, disbursements or charges, we will placesuch funds on a suspense account pending
resolution of any such dispute.

5.4

Any monies retained in our client account(irrespective of the reason for which they areheld) shall be placed on account with a bank. In
the event of such a bank being unable to meetits obligations to its creditors for any reason(including but not limited to any form ofinsolvency), we shall not be liable to any person
for any costs, claims or expenses or any losses(whether consequential or otherwise), damages
or liabilities howsoever arising and your liability
for payment of our fees, disbursements andcharges shall remain unaffected.

5.5

Paragraph 5.4 shall not apply in respect ofundertakings we provide to any of our clients orto third parties as part of the legal services
which we provide (unless otherwise expressly
stated in the terms of the undertaking).

5.6

Where we are holding money for you on
account or otherwise and we have suspicions ofmoney laundering or any illegal activity wereserve the right to refuse to transfer out suchmoney without the prior sanction of any relevant
authorities.

6

Payment

6.1

Invoices are usually rendered monthly inarrears and generally include all fees,
disbursements and charges incurred up to thedate of the invoice. Interim invoices may beissued during the course of your matter. Unlessotherwise agreed with us, payment is due
immediately.
6.2

If payment is not made within 30 days, we may
charge interest at a monthly rate of 2% until
payment is made.

6.3

Without prejudice to our right to claim interest, if
payment is not made when due (or if we request
payment on account of fees, if payment is notmade when requested), we may stop acting for
you and retain documents and papers
belonging to you, together with our own records,
pending payment in full of all amounts due tous. You may be contacted by our credit control
team in relation to any unpaid bills which are
older than 15 days.

6.4

Where we are instructed by more than one
client, responsibility for our fees will be joint andseveral unless agreed otherwise with us.

6.5

You remain personally responsible for paymentof our fees where it is intended that our fees will
be met from any source other than your own
funds. You are liable when payment is due,
whether or not monies are available from any
such other intended source. Without limitation,and for the avoidance of doubt, this includes
where you instruct us as representative foranother party, as trustee or as liquidator,
receiver or administrator of a company and ourfees, disbursements and charges are intended
to be met out of the other party's assets, or trust
or company assets, as the case may be.

6.6

We reserve the right to recover our costs
incurred as a result of you not complying with
our payment terms, these include charges for
preparing and issuing with reminders and theexpense we incur in tracing you and enforcing
our terms whether through the courts or not.

6.7

We are permitted under s.69 of the Solicitors
Act 1974to sue on any invoice which you haveagreed to being electronically signed anddelivered.

6.8

Any complaint you have in relation to an invoicemust be made within 14 days of the date theinvoice was issued. Otherwise, we will be under
no obligation to investigate or attempt to resolve
your complaint. Any complaints made within 14
days of issue should in the first instance beraised with the Partner responsible for yourmatter. If the matter remains unresolved, please
follow our procedure for complaints outlined
below at 12.

6.9

In addition to our complaints procedure, youhave the right to object to an invoice by applying
to the court for an assessment of the invoice
under Part III of the Solicitors Act 1974. Please
note that if you do apply to the court, the Legal
Ombudsman may decline to deal with yourcomplaint (see further details on the Legal
Ombudsman below at 12).

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7

Tax Advice

7.1

Any advice we give will not include any
consideration of, or advice concerning, thetaxation implications or consequences of any
course, or alternative course, of action and wewill not be liable for any loss or disadvantage that
may arise from the tax consequences of thematter, including payment of our invoices. You
should seek independent tax planning advice.

7.2

We may be required by law to notify HM
Revenue & Customs with details of any tax
planning you receive, even though we have notourselves provided you with the tax planning
advice.

7.3

English law imposes a tax charge on UK resident
but foreign domiciled individuals when they remit
untaxed foreign income or gains to the UK. In
certain circumstances the payment of our invoicefrom foreign untaxed income or gains may betreated as such a remittance, giving rise to a UK
tax liability. The rules which determine if a liability
has arisen are technical and complex. We shallnot advise on or be under any obligation
concerning the tax consequences of payment of
our invoices.

8

Confidentiality, Intellectual Property andData Protection

8.1

References in these Terms and Conditions to
Client Information means all the details we holdabout you and the matters upon which we are
instructed by you, whether those details aresupplied by you or come from third parties.

8.2

Subject to clauses 8.5 and 8.6, we shall not at
any time disclose to any person, and shall treat
as confidential, any Client Information.

8.3

Where such Client Information consists ofpersonal data about you and/or your officers,
employees, shareholders, beneficial owners,
associates, agents and, where applicable, family
members you acknowledge that we may process
such personal data in accordance with any dataprotection legislation applicable to us and our
privacy policy which is available here. Bothparties will comply with applicable dataprotection legislation.

8.4

Any information related to the business,customers, finances, partners, employees or
consultants, of any Ogier entity which is
identified as or can reasonably be considered asconfidential shall be considered Ogier
Confidential Information. Subject to clause
8.5, you shall not at any time disclose to any
person (other than your directors, officers,
employees, consultants and agents on a need toknow basis and provided they are subject tosimilar standards of confidentiality) Ogier
Confidential Information.

8.5

Neither party shall disclose to any third parties
any Client Information or Ogier Confidential
Information, as the case may be, unless:(a) such disclosure is permitted by these Terms
and Conditions;professionally, it may be necessary or
appropriate for us to report those suspicions to
the relevant authorities. Such a report does notbreach any duty of confidentiality owed bylawyers to their client, and we shall not be liable
for any losses suffered by you or a third party asa result of a delay in providing our services or ourrefusal to provide information regarding suchdelay.

(b) the other party has consented to suchdisclosure;(c) such information is already in the publicdomain (otherwise than as a result of
unauthorised or improper conduct of therecipient);(d) we are required by any law, regulation, rule,
code or order of any court, tribunal or judicial
equivalent or pursuant to any direction, requestor requirement (whether or not having the forceof law) of any governmental, regulatory or
supervisory body;

8.10(e) disclosure is authorised pursuant to clause
2.1.
8.6

8.7

8.8

8.9

We may disclose Client Information for legitimate
business purposes to any of the following, which
may be in another country:(a)other members of Ogier;(b)

service providers or agents who aresubject to duties of confidentiality suchas auditors, credit reference agencies,
insurers, debt collectors and providersof computing facilities.

Where any transfer of Client Information as
described in these Terms and Conditions is toany person in another country, such transfer ison the basis that anyone to whom we pass it
provides an adequate level of protection.
However:(a)that other country may not provide thesame level or type of statutory (otherlegal) protection as your country; and(b)in some circumstances, your Client
Information may be accessed by law
enforcement agencies and otherauthorities to prevent and detect crimeand comply with legal obligations.

8.11

The legitimate business purposes for which we
may use and disclose Client Information include
but are not limited to:

You must ensure that any Client Information
provided to us has been provided legitimately
and that there is a legitimate basis under any
applicable data protection legislation forproviding such data to us.

8.12

The primary data controller in relation to thisengagement is Ogier (UK) LLP.

(a)

the
provision
andcontinuous
improvement of our services;

8.13

(b)

general client and matter management,
undertaking internal conflict of interest
checks, anti-money laundering andfinancing of terrorism checks, analysing
Ogier's performance and generatinginternal financial and marketing reports;(c)

assessing legal and financial risks andcollecting debts;

You acknowledge that Ogier holds all Intellectual
Property Rights in our, or any other member ofOgier's,asrelevant,
working
papers,correspondence, files and records (other thanstatutory corporate records) and all informationand data held by us or another member of Ogier
relating to carrying out our services and ourduties and, except to the extent required by law
and regulation, you shall not have any right ofaccess thereto or control thereover.

(d)ensuring that our client care is of thehighest quality;

8.14

(e)

marketing Ogier's services to you in the
future, which may involve contacting
you or, where applicable, individuals
within your organisation using thecontact details that you have provided
to us.

All Intellectual Property Rights in original
materials that we generate for our clients vest on
creation in us. You are entitled to use thosematerials for the purposes for which they wereobtained and for all reasonably associatedpurposes. Subject to the provisions of applicableprofessional rules, you are not entitled to receiveor review our internal correspondence relating to
your matters irrespective of whether our fees on
those matters included the production of that
correspondence.

8.15

In connection with the receipt of our Services you
may provide us with Client Content in which you
own or have a licence to use the Intellectual
Property Rights. Subject to clauses 8.2 and 8.5,
you acknowledge and agree that we may use the
Client Content for the purpose of providing or inconnection with our provision of the services andyou grant us a licence/ sub-licence, as
appropriate, for these purposes.

From time to time we may wish to refer to you asa client of Ogier in publications or othermarketing material. We may also wish to referto matters on which we have acted for you where
we reasonably consider that such matters are in
the public domain or are otherwise not of aconfidential nature.
Unless you advise us
otherwise in writing (either generally or in relation
to any particular matter), we will take it that youconsent to this.
If we have suspicions of money laundering
based on information obtained by us

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8.16

Subject to clauses 8.2 and 8.5, you acknowledge
and agree that we may use Generative AI inconnection with the provision and continuous
improvement of our services and that all
Intellectual Property Rights in the outputs ofGenerative AI used for such purposes vest in
Ogier to the extent permitted by law.

8.17

Nothing in this clause 8 grants or purports togrant Intellectual Property Rights in the Client
Content to us or any other member of Ogier. We
will not hold ourselves out as having Intellectual
Property Rights in the Client Content.

8.18

is confidential and/or commercially sensitive
under the 2000 Act. Any disclosure of suchinformation may be considered a breach ofconfidence and is likely to prejudice yourcommercial interest, or Ogier's commercial
interests. Ogier does not consent to details ofsuch information being disclosed in response toa request for information under the 2000 Act.
9.3

For the purposes of this clause 8:(a)

Client Content means any document,
information and data provided to us by
you or on your behalf, and which may
include Client Information;(b)

Generative AI (GenAI) means a type of
artificial intelligence that can create
new content, such as text or images, bylearning patterns from existing data. It
uses algorithms and techniques suchas deep learning and machine learning
to generate data that is similar to or avariant of the input data; and(c)Intellectual Property Rights means
patents, rights to and in inventions,trade-marks, trade names, domainnames, service marks, service names,
copyright and related rights, source
code, topography rights, rights to
extract information from databases,
database rights, rights in designs,
design rights, rights in get-up and lookand feel, goodwill and the right to sue
for passing off or unfair competition,
moral rights, confidential information
including know how and trade secrets,
and rights of confidence, and all rights
or forms of protection of a similar natureor having equivalent or similar effect toany of them which may subsist
anywhere in the world, whether or not
any of them are registered andincluding applications for registration of
any of them.

9

Freedom of Information

9.1

In the event that a request for information under
the Freedom of Information Act 2000 (the 2000
Act) is made about us, you will notify us promptly
in writing before making any such disclosure,paying regard to any representations made by us
about disclosure.

9.2

Any information provided by us to you:a)with regards to any member of Ogier;b)with regards to the provision of our services;c)

information generated by you about us,

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Subject to the above, Ogier consents to thefollowing information being disclosed in
response to a request for information under the2000 Act:a)these Terms;b)Ogier (UK) LLP being named as yourappointed legal representative and thefirm's business address;c)

your annual expenditure on legal services
provided by us;d)any information about us which is already inthe public domain.

10

Limitation of Liability

10.1

If you, or a party whom you represent or who
otherwise may claim through you, suffer or incur
any loss or damage (of whatsoever kind andhowsoever arising) arising out of, or inconnection, with our services (whether caused,or contributed to, by any act, omission orstatement or by any delay in acting or arising in
any other way in connection with our services),you and any such party may only have recourse
to the assets of the firm in respect of that loss
or damage. For the purpose of this clause theassets of the firm include all rights or claims(including any indemnity) of the firm or thepartners or any other employee or consultant of
the firm pursuant to any professional indemnity
or similar insurance held or maintained byOgier.

10.2

Apart from the firm's assets, you and any suchother party will have no recourse to the personal
assets of any partner, employee or consultant,their respective personal representatives or any
related person. You agree not to bring a claim
against any of our employees or consultants
personally. This paragraph shall not exclude or
limit the liability of the firm for the acts oromissions of its employees performed under
the firm's supervision or within the scope of theemployee's contract of employment with the
firm.

10.3

Our aggregate liability in contract and in tort(including negligence) or under statute orotherwise, for any loss, liability or damage
suffered by you or any other person that may
arise from or in connection with our services
shall be limited to £5,000,000. This is agreed
as a reasonable limitation on our liability.

10.4

If you have agreed to limit the liability of a coadviser, you also agree that our liability ofwhatsoever nature and howsoever arising islimited in the following way: our liability excludes
any amount which we would have been entitled
to recover from that co-adviser in contribution
proceedings had you not agreed to the limitation
with that co-adviser.
12.5

(a)

within 6 months of receiving our final
response, and(b)

within 6 years of the act or omission
giving rise to the complaint; or(c)within 3 years of when you should
reasonably have known about the act oromission.

You may contact the Legal Ombudsman:

11

Termination

11.1

You may terminate our engagement at any timeby notice in writing.

(a)by email at
enquiries@legalombudsman.org.uk;

11.2

In addition to the grounds for termination underparagraphs 3.3 and 6.3, we may also stop
acting for you in any of the following
circumstances: (i) we believe that your actions
may potentially breach any laws, regulations,rules or codes; (ii) we consider there has beena breakdown in confidence and trust betweenus; or (iii) in any other circumstances where, in
our opinion, it is not appropriate or possible for
us to continue acting.

(b)by phone on 0300 555 0333;(c)by post at Legal Ombudsman, PO Box
6806, Wolverhampton, WV1 9WJ;(d)for further information see
www.legalombudsman.org.uk.

11.3

If for any reason we cease to act for you before
the conclusion of the matter, you will be
responsible for our fees, disbursements andcharges incurred up to the date of terminationand for any fees, disbursements and charges
associated with the transfer of your files toanother adviser of your choice.

12

Complaints

12.1

We endeavour to provide a high quality service
in all respects. We are authorised and regulatedby the SRA and adhere to the strict rules
implemented by the SRA Code of Conduct . If
you are not satisfied with any aspect of theservices provided to you by us, (including billing,see 6.8 above), you have the ability to complain
to us and ultimately to the Legal Ombudsman or
the SRA.

12.2

12.3

12.4

All complaints should in the first instance beraised with the individual dealing with the work or
the Partner dealing with your matter. We
endeavour to deal with any complaints made assoon as reasonably practicable.
If you are unable to resolve your complaint with
the individual or Partner dealing with your matter,
you are able to make a complaint to ourComplaints Partner, Simon Dinning, either orally
or in writing. An investigation of your complaint
will be conducted and we endeavour to write to
you to confirm our final position and reasoning
regarding such complaint within 4 weeks fromthe time the complaint is made.
If you have complained to us but remain
dissatisfied, you may have the right to refer yourcomplaint to the Legal Ombudsman. The Legal
Ombudsman will look at your complaint
independently and it will not affect how we
handle your matter. Please note you must refer
the matter:6 Ogier
JERLAW-37539309.4

12.6

If your complaint relates to our behaviour or abreach of the SRA Principles as opposed to ourservice you may also complain to the SRA.

13

Equality and Diversity

13.1

Ogier is committed to promoting equality anddiversity in all its dealings with clients, third
parties and employees.

13.2

We will not discriminate in the provision ofservices on grounds of sex (including gender
reassignment), marital status, sexual orientation,
disability, race, colour, religion, age, nationality
or ethnic or national origins, in accordance with
the Equality Act 2010 (and any subsequent
amendments to this act).

14

Rights of Third Parties

14.1

These Terms do not confer any rights on any
person pursuant to the Contracts (Rights of Third
Parties) Act 1999 (or any subsequent
amendments to this act).

14.2

Any partners, employees or consultants
undertaking work on behalf of Ogier shall not beliable to any third party for any advice or services
provided to you.

14.3

The rights of parties to vary this agreement are
not subject to the consent of any third party.

15

General15.1

As a matter of policy we will not accept ageneral retainer to act for you and we reserve
the right not to accept instructions in respect ofany matter, or to decline to continue to act
further on the grounds of conflict of interest orotherwise (as to which our determination shallbe final). It is a condition of our engagementthat you agree that we may represent, now andin the future, existing or new clients in any
matters that are not substantially related to ourwork for you.

15.2

We are prohibited by professional rules
governing the conduct of lawyers from acting in
any matter where there would be a conflict ofinterest or significant risk of a conflict of interest.

Without your prior written consent, confirmingthat you understand our explanation of therelevant issues and risks and still want us to act,
we cannot and will not represent any client
adverse to you in a specific legal matter if wehave obtained confidential information from youthat is material to that matter. However, ininstances in which we have no such material
confidential information, you agree that we canrepresent other clients in legal matters, eventhose potentially or actually adverse to you or
any of your affiliates, without your further
consent. In order to minimise the likelihood of aconflict arising, you must notify us as soon as
possible as you become aware of a potential
conflict, or situation that may give rise to aconflict.
15.3

We will retain documents relating to thisengagement in accordance with our current
record retention policy. All documentation(including original documentation) that we holdor are requested to hold for you in safekeeping
will be held by us at your risk and we accept no
responsibility or liability whatsoever orhowsoever arising in relation to the storage ordestruction or loss of any such documentation.
We recommend that you retain a copy of all
such documents for your own reference.

15.4

In order to communicate with you efficiently, we
may communicate with you by unencrypted email, unless you expressly instruct otherwise,
either generally, or for highly confidential
messages. Internet communications, however,cannot be guaranteed to be secure or error-free
as they may be intercepted, corrupted, lost,arrive late or contain viruses. We do not accept
liability for any interceptions, errors oromissions in the context of a message sent byinternet transmission.

15.5

Our advice is applicable to the law of Englandand Wales in force at the time we provide ourservices and we are not responsible for advisingon changes in the law after we have delivered
our advice.
We are not responsible forcompliance with any laws or regulations of any
jurisdiction other than England and Wales.

15.6

You agree that you will provide us with all
information and documentation that may
reasonably be required for us to advise you in
relation to our engagement (and do not rely
upon us having any documentation or
information that you may have provided to us in
relation to any prior engagement). You further
agree to ensure that such information anddocumentation is and remains true, accurate
and complete in all material respects and is not
misleading. We will not seek to independently
verify the truth, accuracy or completeness of
information and documentation you supply to us
save where we specifically agree in writing to doso.

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15.7

We rely on the strict understanding that, if
appropriate, you have obtained, or will obtain,
proper professional advice as to the laws of
every relevant jurisdiction other than Englandand Wales. At no time is the advice given by us
to be regarded or construed as evaluating or
recommending a commercial decision or agiven course of action. The determination andthe consequences of any course of action are
matters entirely to be determined by you. We
do not provide investment advice and unlessotherwise agreed by us in writing we do notprovide tax advice.

15.8

We will not be liable for any failure or delay inproviding any services as a result of
circumstances beyond our control including,
without limitation, fire, flood, storm, earthquake,wars and riots.

16

Governing Law and Jurisdiction

16.1

The terms of this engagement are governed by
the laws of England and Wales. Subject toclause 17 both parties submit to the nonexclusive jurisdiction of the courts of England inrespect of any dispute arising out of or inconnection with the terms of this engagement.

17

Arbitration and Waiver of Legal Proceedings

17.1

Any claim, dispute and controversy arising out ofor in connection with our engagement (including,
without limitation, any question regarding thisengagement’s existence, validity or terminationor any claims of professional negligence) may,at Ogier’s sole option, be referred to and finallyresolved by arbitration under the LCIA Rules,
which Rules are deemed to be incorporated byreference into this clause. Judgment on theaward(s) rendered by the arbitrator may beentered in any court having jurisdiction thereof.

17.2

The number of arbitrators shall be one.

17.3

The seat, or legal place, of arbitration shall be
London.

17.4

The language to be used in the arbitralproceedings shall be English.

17.5

If a court action has been initiated by you at thetime that Ogier chooses to submit the matter toarbitration, then it is agreed that such court
action is to be discontinued, unless the arbitrator
finds that Ogier has waived such right by
substantially participating in the court action
without having raised its right under this clause.

September 2024