TERMS AND CONDITIONS - Companies

STANDARD TERMS OF BUSINESS

The following comprise the standard terms and conditions governing the relationships between (1) First National Trustee Company Limited (the “Administrator”) and the expression “Indemnified Person” means the Administrator and each of its employees, agents, officers and servants from time to time, together with where appropriate former employees, agents, officers and servants, (2) the relevant company to which the Administrator provides or is to provide services (the “Company”) and (3) the beneficial owner(s) of issued share capital of the Company (the “Owner”).

The services to be provided (the “Services”) are detailed in the letter of engagement (as amended from time to time) (the “Letter”) to which these Terms and Conditions will be attached. The Letter and these Terms and Conditions will constitute the exhaustive basis on which the Administrator is to provide services to the Company (and together constitute the “Agreement”).

The Owner gives the undertakings and indemnities set out herein in consideration for the Administrator agreeing to provide the Services to the Company.

1. The Administrator’s duties

1.1 The Administrator is appointed to act by the Company and its duties are owed solely to the Company on the basis of these Terms and Conditions. The Administrator will provide the Services (or such other services as may be agreed in writing between the Company and the Administrator) with the reasonable skill and care of a professional corporate service provider in all cases as soon as reasonably practical. Time shall not be of the essence for this Agreement.

1.2 The Owner and the Company agree that in connection with the provision of the Services the Administrator may instruct legal and other advisors from time to time on behalf of the Company and it is agreed that such costs shall be covered by the indemnity arrangements referred to herein.

2. The duties of the Company and the Owner

2.1 The Owner and the Company agree on demand to provide to the Administrator such information, records and financial statements as it considers necessary in order to ensure that the Company complies with the relevant companies acts and other legislation of the appropriate jurisdiction so that any directors or company secretary provided by it can perform their duties to the standard imposed by said legislation.

2.2 The Owner is responsible for ensuring that he has taken all necessary tax and legal advice in all relevant jurisdictions outside the Isle of Man with regard to the establishment and operation of the Company and for ensuring that the activities or proposed activities of the Company will not breach the laws of any relevant jurisdiction. Save as agreed in writing the Administrator is not responsible for advising the Owner in relation to any other matter.

2.3 In order to enable the Administrator to meet its legal and regulatory obligations in respect of the administration of the Company, the Owner and the Company agree to keep it fully and promptly informed of the beneficial ownership of the issued share capital of the Company and of any changes or dealings in relation thereto (whether by transfer or grant of option or agreement to do so or otherwise).

2.4 Without prejudice to clause 2.3 above, the Owner and the Company agree to provide to the Administrator as soon as reasonably practicable following a request all information and/or documentation which the Administrator may reasonably require from time to time for the purposes of ensuring that the Administrator complies with either the provisions of the Criminal Justice (Money Laundering) Code 2008 (as may be amended from time to time) or any other code which from time to time may be in force in the Isle of Man that requires the Administrator to establish, maintain or operate measures to forestall or prevent money laundering or the financing of terrorism (such information and/or documentation aforesaid hereinafter being referred to as “Customer Due Diligence Information”).

2.5 The Company and the Owner acknowledge and agree that until the Company and/or the Owner (as the case may be) has complied in full with a request to provide Customer Due Diligence Information the Administrator shall be under no duty to perform or continue to perform any of the Services.

2.6 The extent and/or nature of the Customer Due Diligence Information to be requested by the Administrator shall take account of any relevant supervisory or regulatory rules or guidance which may from time to time apply to the Administrator.

2.7 The Owner and the Company undertake forthwith to inform the Administrator of any other matters that may affect the Company and/or the Administrator’s willingness to provide, or continue to provide, any of the services described in the Letter or any matter that is material to the management or affairs of the Company.

3. Fees and invoicing arrangements

3.1 A schedule of the Administrator’s scale of charges as at the date of the Letter is attached to the Letter. Subject to any contrary agreement in relation to annual or other periodic charges the Administrator shall be entitled to vary such scale of charges by not less than 30 days notice in writing to the Company.

3.2 The Company agrees forthwith on demand to indemnify the Administrator in respect of all and any liabilities, costs or expenses incurred by the Administrator in the course of providing the services described in the Letter. The Administrator will not be required to incur any expenses or make any payments in the course of providing the Services unless the Administrator has received sufficient funds in advance.

3.3 Fee notes (including disbursements incurred on behalf of the Company) will be rendered to the Company at least annually. The Owner agrees to pay and discharge any such invoice forthwith on demand in the event that it remains unpaid 30 days after the due day for payment.

3.4 The Administrator shall arrange for payment of fee notes either out of the Company bank account under the control of the Administrator or from monies held in Clients’ Account on behalf of either the Company or the Owner, subject to the provisions of Clause 7.2 hereof.

4. Storage of documents

4.1 The Administrator operates a policy whereby all documentation is held in electronic format.

4.2 To the extent permitted by law original documentation is shredded.

5. Indemnity and Limitation of Liability

5.1 To the extent permitted by law the Owner and the Company jointly and severally undertake and agree to indemnify each Indemnified Person against all and any costs, claims, expenses, damages and liabilities whatsoever (including without limitation legal costs and expenses) that may be incurred or suffered by any Indemnified Person however arising (other than by reason of wilful negligence, fraud or dishonesty on the part of any Indemnified Person) in connection with the provision of the Services or the performance of this Agreement and/or their duties as officers of the Company. The Administrator accepts this indemnity for itself and as trustee for each Indemnified Person.

5.2 The Administrator’s liability (together with that of any Indemnified Persons) in respect of all and any breaches of contract or breaches of duty or fault or negligence or negligent misstatement or otherwise howsoever and of whatever nature arising out of or in connection with this Agreement shall be limited and shall not exceed the amount of fees paid to the Administrator for the relevant financial year in which the alleged liability arises, which limit shall cover claims of any kind whatsoever (including interest and costs) arising out of or in connection with this Agreement, provided that this provision shall have no application to any liability for death or personal injury arising from the negligence of the Administrator or any Indemnified Person or to any liability arising as a result of fraud on the part of the Administrator or any Indemnified Person.

6. Information and confidentiality

6.1 The Administrator agrees that where the Owner or the Company gives it confidential information it shall use all reasonable endeavours to keep it confidential.

6.2 Without prejudice to the said duty of confidentiality, the Administrator reserves the right to act for other clients (including competitors of the Owner/Company).

6.3 If Manx law or the law of the country/ies of registration require disclosure of certain information to the Registrar of Companies and in certain circumstances to other governmental or regulatory agencies, or as directed by the order of any Court, compliance shall not constitute a breach of the Administrator’s duty of confidentiality. The said duty of confidentiality is subject to the Administrator complying with any Court order or regulatory requirement to the contrary.

6.4 Any report, letter, information or advice the Administrator gives to the Owner during this engagement is given in confidence solely for the purpose of this engagement and is provided on condition that the Owner undertakes not to disclose the same, or any other confidential information made available to the Owner by the Administrator, without its prior written consent.

6.5 The Administrator shall not in any event be required or obliged to take any action which it considers to be unlawful or improper or which may cause it or any person to incur any personal liability and the Owner agrees that the Administrator shall not be liable for refusing to take any such action.

7. Monies held by the Administrator

7.1 Monies held on behalf of the Company may be held in the Company’s name under the control of directors of the Company in a specifically created bank account with a recognised bank segregated from the Administrator’s monies. Alternatively, monies held on behalf of the Owner or the Company shall be held in a client account in trust for the Owner or the Company.

7.2 Monies may be withdrawn from a client account only if it represents cleared funds and:-

(a) it is not clients’ money;

(b) it is part of a cheque or other payable order paid into a client account, which includes both clients’ money and other money, and as soon as practicable after cleared funds in respect of that money are credited to the account, all monies which are not clients’ money shall be withdrawn from the client account;

(c) it is properly required to make a payment on behalf of a client or client company; or

(d) it is for transfer to another client account or to a bank account in the client’s or client company’s own name.

7.3 Unless otherwise agreed in writing by the Administrator, monies held in a client account will be held in a current account and no interest shall be allowed thereon.

8. Notices

8.1 Any notice or other document to be served under this Agreement must be in writing and may be delivered by hand or sent by pre-paid letter post or facsimile transmission, or e-mail to the party to be served at that party‘s address as set out in the Letter (or as varied from time to time by notice in writing in accordance herewith from time to time).

8.2 The Company/Owner hereby authorise the Administrator to communicate with them by unencrypted electronic mail and agree that the Administrator shall have no liability for any loss or liability incurred by the Owner/Company by reason of the use of electronic mail (whether arising from viruses or otherwise) and hereby release the Administrator from any such liability. The Administrator shall not be liable for any loss or damage caused by the transmission by it of an infected email.

8.3 The Administrator will not accept instructions, recommendations or correspondence of any other kind by means of mobile telephone text message, in any circumstances.

9. Assignment

The terms of this engagement shall be binding upon and enure for the benefit of the successors of the parties but shall not be assignable in whole or in part by either party without the prior written consent of the other.

10. Termination of Services

10.1 This Agreement may be terminated by the Administrator or the Company giving 30 days written notice (or such shorter notice as the other parties may agree to accept) to the other party whereupon this Agreement and the obligations of the parties (save as set out in clauses 5 and 6 and in respect of antecedent breaches) cease and terminate.

10.2 This Agreement may be terminated with immediate effect by notice in writing by either the Company or the Administrator in the event that:-

(a) the other party commits any material breach of its obligations under this agreement or under any other agreement between the parties; or

(b) the other party goes into liquidation (except for the purpose of a bona fide solvent amalgamation or re-organisation) or is declared bankrupt; or a bankruptcy petition is presented against him or a receiver or administrator is appointed in respect of it or

(c) any encumbrancer takes possession of a material part of the property of the other party or execution is levied in respect of the other party’s assets;

(d) anything analogous to any of the foregoing occurs in relation to the other under the law of any jurisdiction.

(e) invoices raised by the Administrator remain unpaid 60 days after issue.

10.3 The Administrator shall be entitled to terminate this Agreement with immediate effect by written notice to the Company in the event that any legal proceedings are commenced against the Company (including any injunction or investigation proceedings).

10.4 The Administrator shall be entitled to terminate the Agreement with immediate effect by written notice to the Company and the Owner in the event that either the Company or the Owner fail to provide within a reasonable period of time all Customer Due Diligence Information reasonably requested by the Administrator.

10.5 Termination shall be without prejudice to any rights or liabilities of any party either arising prior to termination or arising in respect of any act or omission occurring prior to termination.

10.6 In the event of termination, the minimum annual charge will not be pro-rated or refunded

10.7 In the event of termination the Administrator, the Company and the Owner shall each arrange that all such acts are done as may be necessary to give effect to such termination and the Owner shall within 30 days of the date of termination procure the appointment of a successor administrator and replacement officers and the Administrator shall, subject to payment of all amounts due to it, co-operate with the Owner in relation to such appointments.

10.8 Upon the termination of this Agreement, the Administrator shall deliver to the Company or to whom it may direct all books of account, correspondence and records relating to the affairs of the Company which are the property of the Company and which are in the Administrator’s possession.

10.9 In the event of termination of this Agreement, 30 days after said termination the Administrator may transfer any shares held by its nominee shareholders into the name or names of the Owners and/or arrange for the dissolution of the Company.

11. Entire Agreement

This Agreement and these Terms and Conditions and the Letter constitute the entire agreement between the parties in relation to the Company and may only be varied by agreement in writing signed by or on behalf of the parties (save that the fees chargeable hereunder shall be variable as stated in the fee schedule).

12. Law and Jurisdiction

12.1 These Terms and Conditions, the Letter and the Agreement shall be governed by and construed in accordance with Isle of Man law and any dispute arising in respect thereof shall be subject to the jurisdiction of the Isle of Man High Court and the Company and the Owner hereby submit to the jurisdiction of the Isle of Man High Court.

12.2 The Owner and the Company acknowledge that the Administrator is bound by regulatory obligations under Manx law and agree that any action or inaction on the part of the Administrator as a result thereof shall not constitute a breach of the Administrator’s duties hereunder.

First National Trustee Company Limited is licensed by the Isle of Man Financial Supervision Commission to provide corporate and trust services.

TERMS AND CONDITIONS – Trusts

STANDARD TERMS OF BUSINESS

The following comprise standard terms and conditions governing trust services (the “Services”) to be provided by First National Trustee Company Limited (the “Administrator”).

Once the trust has been established, our responsibilities and duties are governed by the terms of the trust deed and the proper law of the trust. We would particularly draw your attention to any trustee indemnity and charging clauses contained in the trust deed.

1. Fees and invoicing arrangements

A schedule of the Administrator’s scale of charges is available upon request. Subject to any contrary agreement in relation to annual or other periodic charges, the Administrator shall be entitled to vary such scale of charges.

Fee notes (including disbursements incurred on behalf of the trust) will be rendered at least annually.

The Administrator shall arrange for their payment either out of the trust bank account under the control of the Administrator or from monies held in client accounts subject to the provisions of Clause 3 hereof.

2. Storage of documents

The Administrator operates a policy whereby all documentation is held in electronic format.

To the extent permitted by law, original documentation is shredded.

3. Monies held by the Administrator

Monies may be withdrawn by us from a client account only if it represents cleared funds and:-

• it is not clients’ money;

• it is part of a cheque or other payable order paid into a client account, which includes both clients’ money and other money, and as soon as practicable after cleared funds in respect of that money are credited to the account, all monies which are not client money shall be withdrawn from the clients’ account;

• it is properly required to make a payment on behalf of the trust; or

• it is for transfer to another client account or to a bank account in the trust’s name (or referenced to the trust).

Unless otherwise agreed in writing by us, monies held in client accounts will be held on a current account and no interest shall be allowed thereon.

4. Law and Jurisdiction

These Terms and Conditions shall be governed by and construed exclusively in accordance with Isle of Man law and any dispute arising in respect thereof shall be subject to the jurisdiction of the Isle of Man High Court.

It is acknowledged that the Administrator is bound by regulatory obligations under Manx law and any action or inaction on the part of the Administrator as a result thereof shall not constitute a breach of the Administrator’s duties.

First National Trustee Company Limited is licensed by the Isle of Man Financial Supervision Commission to provide corporate and trust services.