Terms of Business

1. Introduction

These terms set out the basis on which H&P Advisory Limited (“H&P”) provides services to its clients (the “Terms”). Unless otherwise specified, these Terms are incorporated by reference into each engagement letter that H&P executes with each of its clients (each an “Engagement Letter”). Where there is any conflict between the express terms of an Engagement Letter and the Terms, the terms of the Engagement Letter shall prevail. Capitalised terms used in these Terms and not otherwise defined shall have the same meaning as set forth in the respective Engagement Letter. For the purposes of these Terms, a ‘client’ shall refer to the ‘Company’, as defined in the respective Engagement Letter

2. Access and Information

(a) The client shall furnish H&P with all current and historical materials and information regarding the business and financial condition of the client (or any of its relevant affiliates) relevant to the Transaction, and all other information and data, and access to the client’s officers, directors, employees and professional advisors, which H&P reasonably requests in connection with H&P’s activities hereunder. All such materials, information and data shall be complete and accurate in all material respects and not misleading. (b) The client agrees to promptly advise H&P of all developments materially affecting the client, any proposed Transaction or the completeness or accuracy of the information previously furnished to H&P, and agrees that no material initiatives relating to the proposed Transaction will be taken without H&P having been consulted in advance thereof. (c) The client further acknowledges that H&P (i) will be relying on information and data provided to H&P (including, without limitation, information provided by or on behalf of the client or other parties to a Transaction) and available from generally recognized public sources, without having independently verified the accuracy or completeness thereof, (ii) does not assume responsibility for the accuracy or completeness of any such information and data, (iii) has not made, and will not make, any physical inspection or appraisal of the properties, assets or liabilities (contingent or otherwise) of the client or any other party to a Transaction and (iv) in relying on any financial forecasts that may be furnished to or discussed with H&P, will assume that such forecasts have been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of management as to the future financial performance of the client (and if such forecasts no longer reflect such estimates and judgments, then the client will promptly inform, and provide updated forecasts to, H&P). (d) The client confirms that it has the right to supply such information and that the supply of such information by the client and its receipt and use by H&P for the purposes of the Appointment is permitted. (e) The client agrees to comply at all times with all rules, regulations and laws in any applicable jurisdiction that may apply from time to time.

3. Scope of services

(a) H&P will not be responsible for any due diligence in connection with the Appointment, whether in terms of nature, extent, adequacy or performance unless such scope of work is expressly stated in Schedule 1 to the Engagement Letter. Regardless of the foregoing, H&P will not have any responsibility for due diligence which would normally be carried out by a specialist adviser (such as, for example, a legal, accountancy, valuation or tax adviser), notwithstanding any information or advice from these advisers which may be provided to H&P. (b) H&P will not be responsible for providing advice in connection with any matters that are outside of the agreed scope of services. To the extent that the client has not done so already, the client may wish to consider appointing other specialist advisers relevant to the transaction which may include legal, regulatory, accounting or taxation advisors. H&P will not have any liability in respect of any services or advice provided to the client by persons other than H&P and it is the client’s responsibility to ensure that the advice from its other advisers in relation to the transaction is received and considered by the client and is adequate for the purposes of the transaction. (c) The client agrees that any advice, including any valuations and other written reports or material H&P produces, is provided solely for the client’s use and benefit for the purpose of the Appointment and that it may not be used or relied on for any other purpose or disclosed to any other person (excluding the client’s professional advisers, who may place no reliance on such advice) without H&P’s prior written approval. (d) H&P is not responsible for verifying any information provided or put forward in offer documents or other communications. H&P reserves the right (but is under no duty whatsoever) at its absolute discretion and for its own purposes to take whatever steps we may consider reasonably appropriate to satisfy itself as to the accuracy and completeness of any public documents issued in connection with a transaction and the client agrees to reasonably co-operate with H&P in taking such steps.

5. Announcements

(a) No information or advice provided (other than any information or advice relating to the tax treatment and tax structure of any transaction) or materials prepared by H&P may be disclosed, in whole or in part, or summarized, excerpted from or otherwise referred to without H&P’s prior written consent (such consent not to be unreasonably withheld or delayed). The client shall not disseminate any materials bearing H&P’s name or logo outside of the client without H&P’s knowledge and consent (acting reasonably). In addition, the client agrees that any reference to H&P in any release, communication or other material is subject to H&P’s prior written approval, which may be given or withheld in its reasonable discretion, for each such reference. (b) The client acknowledges that H&P may, at its option and expense, place an announcement or advertisement in such newspapers and periodicals as H&P may choose following the completion of the applicable Transaction stating that it is has advised on the Transaction on behalf of the client.