HDC Professional Fees and Payment Provisions

1.Effective Period.The rates provided shall be in effect during the Period of Performance as stated in the Statement of Work, until altered according to the terms of this Agreement or the sooner conclusion for whatever reason of this engagement.

2.Retainer & Rates. By signing this Agreement you accept and acknowledge the rates quoted for our professional consultancy services provided to you on this engagement.Professional consultancy services rendered by HDC will charged on the basis as detailed in the attached Statement of Work which forms part of this proposal. HDC is due 25% of the quoted retainer within 14 days of the signing of this Agreement. Further professional fees and disbursements shall be due quarterly. HDC will provide an Amendment to this Agreement to be approved by both parties should any additional services, time or fees be required.

3.Costs and Disbursements.Costs & disbursements including other consultant’s fees, telephone, printing & photocopying, faxes, research, transportation, lodging, duty, sales tax, VAT or equivalent and all other direct expenses will be invoiced at actual cost (unless otherwise agreed). For the avoidance of doubt fees charged by independent consultants retained by HDC in the course of this Agreement are disbursements of HDC and are due in advance to HDC and payable in full by the Client.4.Rate Revisions.During the term of this Agreement, HDC may revise its professional consultancy fees at any time and shall notify the Client of same not less than 30 days in advance of any proposed increase taking effect.

5.Invoicing. HDC will submit quarterly invoices to the Client. Full payment of invoices is due upon delivery of invoice and in any event not later than 30 calendar days of the date on which the invoice was delivered. Payments to HDC are not contingent upon the outcomeof any particular event or upon payment or reimbursement to the Client by any third party.

6.Late Payment Charges.The unpaid balance of any invoice for which payment has not been received in full within 30 calendar days of the date on which the invoice was delivered, will incur a finance charge at the rate of 1.5% per month (or part thereof) or the maximum rate permitted by law, whichever is greater. This charge shall be incremental and added to subsequent invoices. It shall be in HDC’s absolute discretion to cease acting unless and until its professional consultancy fees, costs and disbursements have been paid, secured or satisfied to HDC’s sole and complete satisfaction.

Additional Terms and Conditions

Our Terms and Conditions, that being: the Consultancy Proposal, Appendices A and B, and the Statement of Work; all together known as the “Agreement”, is between:A. HAINES DISASTER CONSULTANCY of P.O. Box 21489, George Town, Cayman Islands KY1-1206 (“HDC”); and the Client. HDC shall provide the professional consultancy services("Services") as itemized in the Statement of Work.

2.WARRANTY. HDC shall perform the Services utilizing the standard of care normally exercised by professional consultants in performing comparable services under similar conditions based on the Client’s instructions, the available evidence, data and documentation and the advice of other independent consultants. This warranty is exclusive and supersedes any and all other warranties, whether written or oral, express or implied.

3.CLIENT'S RESPONSIBILITIES.

3.1 The Client shall provide HDC access to all Client sites, evidence, data and documentation reasonably required or requested by HDC to perform the Services. 3.2

The Client shall make timely payments in accordance with the Terms and Conditions ofthis Agreement and the applicable invoice(s). Unless otherwise set forth in the Agreement all payments shall be in CI to HDC’s stipulated account or order. The fees for Services do not include wire or money transfer fees, sales or other similar taxes or duties, and any such fee, tax or duty shall be the responsibility of, and paid by, the Client.

3.3 As a matter of law, we are required to operate anti-money laundering checks and procedures. We reserve the right to apply such checks and procedures (including confirmation of identity and address/place of business, verification of capacity to give instructions in the case of limited companies or partnerships and source of funds) in respect of all matters in which we are instructed to provide consultancy services. Any failure to provide such information as we request in order to enable us to carry out such checks entitles us to terminate our client relationship and we accept no responsibility or liability arising directly or indirectly as a result of our need to do this. Any information or documents provided to us in order to enable us to operate such checks and procedures may be subject to disclosure and production pursuant to the Laws of the Cayman Islands. In certain circumstances we are required to disclose information and documentation pursuant to anti-money laundering statutes, regulations or Court Orders concerning our clients to third parties such as banks providing services to such clients. By instructing us in any matter and providing such information as we require, you will have consented to our onwards disclosure of such information to third parties where appropriate whether required by operation of law or not.

4.CONFIDENTIAL INFORMATION.

4.1 Proprietary or confidential information ("Confidential Information") developed or disclosed by either party under this Agreement shall be clearly labeled and identified as Confidential Information by the disclosing party at the time of disclosure.

4.2 Confidential Information shall not be disclosed by the receiving party except to those individuals who need access to such Confidential Information to ensure proper performance of the Services.

4.3 Neither party shall be liable for disclosure or use of Confidential Information which: (a) was known by the receiving party at the time of disclosure due to circumstances unrelated to this Agreement; (b) is generally available to the public without breach of this Agreement; (c) is disclosed with the prior written approval of the disclosing party; or (d) is required to be released by applicable law or order by a Court or Authority of competent jurisdiction.

4.4 Each party shall return to the disclosing party all of the disclosing party’s original Confidential Information relating to this Agreement upon request of the disclosing party or upon termination of this Agreement, whichever occurs first. Each party shall have the right to retain a copy of the Confidential Information for its internal records and subject to ongoing compliance with the restrictions set forth in this Section. This clause 4 shall survive termination of this Agreement.

5.EXCLUSIVE REMEDY. The Client's exclusive remedy, and HDC's entire liability, shall be the performance of the Services to the warranted standard. If HDC is unable to perform the Services as warranted, Client shall be entitled to recover the fees paid to HDC for that portion of the Services which HDC accepts does not conform to the warranted standard.

6.FAILURE TO PAY. In the event that payment has not been made in accordance with the Terms and Conditions of this Agreement, in addition to any other remedy that HDC may have at law or equity, HDC may stop work, and/or terminate this Agreement. The Client shall indemnify HDC for all reasonable costs, including actual professional fees, costs and disbursements, necessarily expended by HDC or on its behalf to obtain full and proper payment.

7.LIMITATIONS OF DAMAGES. In no event shall HDC be liable to the Client for any indirect, incidental, special or consequential damages whatsoever arising out of, or related to, the consultancy services provided under this Agreement, even if advised of the possibility of such damages. In no event shall HDC’s liability in connection with this Agreement exceed the amounts paid to HDC hereunder.

8.LIMITATION OF LIABILITY. HDC, its servants, agents or affiliates shall not be liable for any loss, damage, liability, suit, or claim (including reasonable legal fees and disbursements) arising from or based upon the consultancy services provided hereunder, except to the extent proven in a Court of competent jurisdiction that such loss, damage, liability, suit or claim resulted from the gross negligence or willful misconduct of HDC its servants, agents or affiliates.

9.TERMINATION. Either party may terminate this Agreement by giving 90 calendar days’ written notice. HDC shall be paid its professional fees for Services provided and costs and disbursements incurred up to the effective or actual date of termination (whichever is later).

10.CONFLICT OF INTEREST. HDC warrants and represents that it knows of no material conflict of interest (other than as disclosed to the client) as would prevent it from accepting instructions to act in this engagement. The Client acknowledges that the HDC provides similar services for a broad range of other clients and acknowledges and approves that HDC shall be free to work for other clients in matters that do not involve the use of any Confidential Information that has been disclosed by Client under the terms of this Agreement.

11.FORCE MAJEURE. HDC is not liable for any delay in performance or non-performance caused by Acts of God, storms, hurricanes, tornadoes, tempest, war, terrorist acts, civil disturbance, government action, labour dispute, third party software, computer virus, inadequate access to the Client’s data or anything else beyond HDC's reasonable control.

12.CHANGES TO THE SERVICES. Changes in the scope of the consultancy services, either by the Client’s request or necessitated by other events or conditions (including, without limitation, changes in law or regulation), that would increase the cost or time needed to perform the said services shall be cause for an equitable increase in the professional consultancy fees charged and due under this Agreement and any extension hereof.

13.DISPUTES. Any bona fide dispute relating to this Agreement shall be negotiated between the parties in good faith. If a settlement of the dispute cannot be negotiated then either party may submit the dispute to mediation by a panel consisting of at least one representative of each party each of whom shall have the authority to enter into an agreement to resolve the dispute and one representative nominated by the President of the Cayman Islands’ Law Society. Should this dispute resolution be unsuccessful then either party may submit the dispute to arbitration in accordance with the Arbitration Law of the Cayman Islands. Written or oral representations made during the course of any panel proceeding or other settlement negotiations shall be deemed inadmissible in the arbitration or any legal action. The arbitration shall be conducted in accordance with the Arbitration Law. The award rendered by the arbitrator shall be final and judgment may be entered upon it in accordance with the Arbitration Law.

14.ELECTRONIC COMMUNICATION

14.1 HDC will communicate electronically with the Client and other parties in relation to this engagement. However, the electronic transmission of information cannot be guaranteed to be secure or virus or error free and such information could be intercepted, corrupted, lost, blocked, destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe to use. The parties acknowledge and accept the systems and procedures cannot be a guarantee that transmissions will be unaffected by such hazards. HDC shall access electronic information and resources in carrying out the work in relation to this matter including remote access via an internet connection.

14.2 The Client acknowledges and accepts that HDC will not be liable for misdirection, or any defect referred to above.

15.GENERAL PROVISIONS.

15.1 HDC is an independent consultancy and shall not be deemed to be an employee or agent of the Client.

15.2 The Client may not refer to HDC or HDC’s performance hereunder in any publication or promotional material without HDC’s prior written approval.

15.3 Should the Client wish to dispute an invoice, it must be in writing containing particulars of the dispute within seven (7) days of receipt of the said invoice. Otherwise, invoices shall be deemed accurate and payable according to the terms thereof.

15.4 All terms of this Agreementare confidential and subject to the requirements of cl. 4.

15.5 Allowance of time or other concession shall not constitute a waiver to breach of obligations hereunder by either party. No waiver of any breach of this Agreement shall operate as a waiver of any similar subsequent breach or any breach of any other provision of this Agreement.

15.6 The validity, enforceability and interpretation of this Agreement shall be determined and governed by the laws of the Cayman Islands and the Courts thereof shall have exclusive jurisdiction in relation hereto.

15.7 If a Court of competent jurisdiction should hold any provision of this Agreement to be invalid, such provision shall be severed from this Agreement and to the extent possible, this Agreement shall continue without affect to the remaining provisions.

15.8 Neither party may assign this Agreement without the written consent of the other party, which written consent shall not unreasonably be withheld.

15.9 The Client acknowledges, understands,and accepts the Terms and Conditions, that being: the Consultancy Proposal, Appendices A and B, and the Statement of Work; all together known as the “Agreement”, and undertakes to be bound by those terms.

15.10 Both parties acknowledge that the Agreement constitutes the entire agreement between parties hereto which supersedes all prior agreements, written or oral, relating to the subject matter hereof. No modification or waiver of any provision shall be binding unless in writing signed by the party against whom such modification or waiver is proffered.