TERMS OF BUSINESS

SAMUEL & SAMUEL AND YOU

1. The Engagement Letter identifies our only client(s) in this matter (“you” and “your”), as well as any specific limitations on those that may instruct us, and the scope of our representation of you. Except as provided in the Letter, we do not represent any other persons or entities, including your parent, subsidiaries, or affiliates. Our advice, consultancy and work is provided solely for the benefit of our client(s) identified in the Letter, which together with these Terms, form our Engagement Agreement with you, and applies as soon as we start acting on your instruction, regardless of when and whether you sign the Letter.

2. Samuel & Samuel is a separate free zone limited liability company who partners with individual law firms globally in Argentina, Australia, Belgium, Brazil, Canada, Chile, China, Colombia, France, Gibraltar, India, Indonesia, Ireland, Italy, Japan, Malaysia, Mexico, Monaco, Netherlands, Peru, Philippines, Poland, Qatar, Russia, Saudi Arabia, Singapore, South Africa, Spain, Sweden, Thailand, United Arab Emirates, United Kingdom, United States and Vietnam (the “Participating Firms”).

3. The Engagement Agreement is between you and Samuel & Samuel named in the Letter only (“we”, “us”, or “our”) and not with any other law firm or legal consultancy firm, any individual partner, employee, or agent.

4. We may involve the Participating Firms or others to help with your matter. Unless we state otherwise, we will do so by subcontract, and we will remain responsible for reporting to you and invoicing for all the work performed on the matter. In such circumstances, you agree to your data and documents being disclosed and that we may par or apportion part of our fees and costs for the work in a manner that may be considered a referral fee in some jurisdictions.

OUR WORKING RELATIONSHIP

5. Effective representation requires open and honest communication throughout our relationship. We need you to give clear and timely instructions, provide relevant information and documents, and make yourself available for consultation.

6. General communications between a lawyer and client regarding legal advice or consultative services are privileged and confidential. Be aware that you may jeopardize these protections by disclosing communications to others. You agree we are under no duty to disclose to you or use any information that is confidential to another client or any other person.

7. We may communicate with you through various forms of electronic communications. While we take great care to protect our communications from unauthorized access, viruses, and other associated risks, we cannot guarantee their safety and security. We recommend that you use secure platforms for communication and collaboration, and we discourage use of unsecure third-party services. Where you choose to use such services, you accept the risks of unauthorized access and indemnify and hold us harmless if the security of such methods of communication is breached.

8. You should carefully check for any insurance policies that might relate to the work we do for you and notify your insurers promptly to protect your rights. Unless you provide copies of these policies to us and we commit to advise them in the Letter, you agree we are not responsible for advising you about the existence or applicability of any insurance coverage.

ADVANCE CLEARANCE OF CONFLICTS

9. We represent a wide variety of entities and individuals, some of whom may be, for instance, your borrowers, investors, shareholders, creditors, insurers, vendors, customers, competitors, or other parties with conflicting interests in a litigation, arbitration, bankruptcy, insolvency, business transaction, or other matters. As a condition of our representation of you, you agree that, without further notice, we may represent other clients in matters, even if they are directly averse to you, as long as (a) those matters are not substantially related to our representation of you; or (b) we establish information barriers preventing communication of confidential information we have received from you that might be relevant to such matters. Of course, we will not use any confidential information from you in any way inconsistent with our ethical responsibilities.

FEES AND COSTS

10. Our billing rates are set out in the Letter but may be adjusted from time to time. You will be charged the rates in effect at the time services are performed.

11. We may charge and you agree to pay for costs including travel, delivery services, imaging, printing, court fees, auditing and assurance services, and other expenses. For items we purchase in bulk or through fixed fee arrangements, such as computerized research, technology, and support services, we will charge you a rate reasonably apportioned to you. You agree to pay costs to any third parties retained by us on your behalf, including experts, consultants, and local counsel. In some circumstances, we may advance costs on your behalf, and you agree to reimburse us within 30 days. We may not hold originals of receipts for costs, which may be available only in electronic form.

12. Any estimate creates neither a floor nor a ceiling on your obligations to pay. Actual fees and costs may deviate significantly. We undertake no obligation to update a prior estimate.

13. All of our fees and costs, as well as those from any Participating Firm or third parties, exclude any sales, services, use, excise, transfer, value-added or similar taxes. Those taxes may be included in your invoice to you and payable by you. If you or another payor is required, on any account of any taxes, to make any deduction when paying our invoices, you must increase the overall payment so that we receive a net sum equal to our full invoiced amount.

14. Our policy is to bill monthly, except that we reserve the right to issue an interim bill and to change the frequency of billing and the time for payment. If you disagree with any invoice, please contact us immediately, otherwise we will understand that the invoice is agreeable to you. Our invoices are payable when delivered on the terms set forth therein, and you remain responsible for paying them even if you have an arrangement with a third-party payor for payment.

15. If full payment is not received when due, we reserve the right to suspend services, terminate our representation, withdraw, charge reasonable interest, and hold you responsible for any collection costs, including reasonable legal fees incurred by us or to compensate us for time devoted by our legal professionals. Interest on overdue amounts, both before and after demand, default, and judgment and until actual payment in full, will be calculated and payable at 8 per cent per annum, subject to applicable legislation or regulation. In adversarial proceedings, you agree that as of 90 days before any scheduled trial or arbitration date (or a later time that we make such request), all fees and costs incurred up to that point will be paid and you will either provide us with a deposit (or augment any existing deposit) or make another satisfactory arrangement to ensure payment of all fees and costs estimated to be incurred from that point through the end of arbitration.

16. If we handle funds for you, we will deposit that money with a regulated financial institution and manage it in accordance with your instructions, applicable laws, and ethical regulations. You agree that absent legal requirements to the contrary, we are not responsible for any loss of funds so deposited and managed.

PRIVACY AND DATA PROTECTION

17. We may collect, use, and disclose personally identifiable information “Personal Information” in accordance with applicable laws as set forth here.

18. We may collect, use, and disclose Personal Information to the extent necessary to provide you with services, as well as manage our business. We may also collect, use, and disclose Personal Information to fulfill legal and regulatory obligations, to detect, investigate and prevent crime, to comply with anti-money laundering laws and regulations, and to pursue our legitimate interests as permitted by applicable laws. We also process Personal Information in order to understand how you use our services and websites and in order to send you (and any other individuals within the organization you represent) direct marketing communications by post, telephone, email, or other electronic means, unless you tell us not to and subject to any prior consent requirements that we may need to meet before we can market to you.

19. In connection with the provision of services to you, we may independently process the Personal Information we collect, use, and disclose in compliance with privacy legislation and professional standards. You remain responsible for complying with such privacy legislation in relation to the Personal Information you process in your custody and control and will fulfill all the requirements necessary to be able to share same with us.

20. Samuel & Samuel ensures that appropriate technical, administrative, and organizational security measures are in place to protect against the unlawful or authorized access, use or disclosure of Personal Information, and against the accidental loss of, or damage to, Personal Information.

granted a license to use and copy such work products but only in respect of the matters for

21. We may share your Personal Information, as required and as we deem necessary, with our external suppliers and other third parties, including parties we may appoint on your behalf in the course of acting for you. You understand and acknowledge that we use electronic document, knowledge and client management systems, artificial intelligence capabilities and tools, as well as platforms and cloud technology that may be owned and/or managed by such parties, to store and process Personal Information and client related documentation and data. We will do so in a manner that preserves the privacy and the confidentiality of the information, in accordance with applicable laws, and we will ensure that appropriate data processing arrangements, data transfer mechanisms, and other safeguards are in place as required.

22. We may maintain a client file relating to our representation of you. Absent legal requirements or written agreement with you to the contrary, we may dispose of the client file and other records relating to our representation of you seven years after we last performed work on the matter without further notice to you. Documents containing our work product, mental impressions, notes, drafts, and emails will not be considered part of the client file. Following written request and payment for involved costs, we may provide a copy of the client file to you.

COMPLIANCE AND SANCTIONS

23. We do not tolerate bribery, corruption, or money laundering. In some jurisdictions, the law may require reporting of knowledge or suspicion that certain criminal offences have been committed, regardless of whether a client or third party committed the offence. In these circumstances, we may not be able to discuss these reports with you because of those restrictions and we may have to stop acting for you. You agree that Samuel & Samuel is not responsible for any adverse impact you may suffer as a result of compliance with these laws and regulations.

24. Our anti-money laundering, anti-bribery, anti-terrorism, and sanctions policies may require us to carry out due diligence on our clients and, where applicable, anyone who instructs us on our clients’ behalf, and review that due diligence on an ongoing basis. These policies follow the various laws and rules applicable in the locations in which we operate and also based on our risk assessment. These policies may apply to you and any individual who instructs us on your behalf, and we may not be able to represent you (or continue to represent you) until we have all of the information we need for these purposes, and it meets our requirements. We will process any such information in accordance with applicable laws.

25. We follow all applicable governmental sanctions requirements. We may not be able to receive payments from certain countries or may be required to make report of such payments. You agree to inform us immediately if you or your directors, officers, shareholders, or beneficial owners are, or become, subject to sanctions or are located or resident in a sanctioned location and agree that in such a case we may terminate our representation of you without liability.

WORK PRODUCT

26. Copyright and all other intellectual property rights in all documents, software, and other work products Samuel & Samuel supplies to you will stay vested in Samuel & Samuel. You are which they were supplied to you. If payment of any invoice is not made by the due date, this license may be immediately revoked until payment in full is made.

27. If we use or prepare a translation, you should be aware that words and legal concepts used in one language may not have equivalents in another. You should not assume that any translation exactly replicates the original text.

28. Work product and work product timelines are subject to change at the discretion of Samuel & Samuel.

END OF REPRESENTATION

29. You may terminate our representation of you at any time for any reason. We may terminate our representation of you at any time, consistent with our ethical obligations. We expressly reserve the right to stop acting for you, and you expressly consent to our right to terminate, if you fail to pay for amounts invoiced or requested on account for prospective fees and costs. You remain responsible for paying fees and costs related to work performed before the end of the representation, and we will not be liable for any resulting loss.

30. If not terminated otherwise, our representation of you will end when we have completed the services described in the Letter; send our final invoices; or, unless otherwise agreed in writing, after six (6) months of furnishing no billable services to you, whichever occurs sooner without further written confirmation. Any new representation will require a new signed Letter, notwithstanding any communications or administration actions after that period.

GENERAL

31. While we will exercise reasonable care and skill in all matters undertaken by us, we do not guarantee any particular outcome for this engagement. Our professional fees and your obligation to pay for them in full are not dependent or contingent upon the business or commercial outcome of your matter. We shall also not be providing, obtaining, or reviewing on your behalf any non-legal advice (including but not limited to business, commercial, financial, technical, insurance, accounting, broking, actuarial, environmental, or information technology) or technical matters (such as engineering specifications or financial calculations), except where you and we expressly agree to do so. Where documents that we draft, or on which we comment, include provisions covering such matters, you should review those provisions or arrange for other suitably qualified advisers to do so, to satisfy yourself that you meet commercial objectives.

32. Any advice or consultancy services provided by us is our opinion only, based on the facts known to us and on our professional judgement, and is subject to any changes in the law after the date on which the advice is given. We are not liable for errors in, or omissions from, any information provided by third parties.

33. Our advice relates only to each particular matter in respect of which you engage us. Once that matter has concluded, we will not owe you any duty or liability in respect of any related or other matters unless you specifically instruct us in respect of those related or other matters.

34. You will not refer to our advice in connection with any financial statement or public document unless otherwise agreed in writing.

35. In the course of providing legal consultancy services to you, we may be required by law to disclose certain information to regulatory agencies.

36. The Engagement Agreement cannot be modified by any policies, procedures, guidelines, correspondence, or other document from you unless otherwise agreement to in writing by us. If there is a conflict between these Terms and the Letter, the provisions of the Letter control. If any part of the Engagement Agreement is held to be illegal, invalid, or unenforceable, it shall not form part of the agreement and the balance shall remain enforceable and shall not be affected.

37. We do not intend any of the Terms to be enforceable by any person who is not a party to the Engagement Agreement. We do not require consent from third parties to rescind, vary, waive, assign, or otherwise dispose of all or any of our rights or obligations under the Engagement Agreement.

38. Unless otherwise agreed in the Letter: (a) the Engagement Agreement shall be governed b the laws of the United Arab Emirates; and (b) any claim, dispute or difference relating in any way to the Engagement Agreement (including any question regarding its existence, validity, or termination), shall be subject to the courts of the United Arab Emirates.

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