TERMS AND CONDITIONS Damages Based Agreement This agreement will form after Joseph James Law (JJL) receives the case from the work referrer and you receive notification of us commencing work on your case. Any communication pre-referral will be from the work referrer. 1. OUR CHARGES 1.1 The DBA Payment We have agreed to charge you based on a percentage of the Damages recovered by you as a result of Success in Proceedings. The amount of this payment is called the DBA Payment. This is the only payment you will make to us for our work. It is only payable if there is Success in the Proceedings. The DBA Payment is reduced by any Fees or Counsel Fees that have been paid or are payable by the Defendant by way of Recovered Costs so that you only pay the DBA Payment net of those sums. We are entitled to retain any Recovered Costs which are paid to you or to us by the Defendant or any Affiliate. Even though we have agreed to charge for our work on the basis of a DBA, it is necessary to explain how our Fees and Counsel Fees are calculated for the purposes of claiming Recovered Costs from the Defendant. Details of our Fees and Counsel Fees are set out in the Legal Services Contract to this Agreement. 1.2 Expenses 1.2.1 Expenses are treated differently. You will be liable for Expenses regardless of whether there is Success in the Proceedings. However, you will only be liable to pay Expenses at the conclusion of the Proceedings to the extentthat: – (a)such Expenses have not beenpaidor are not payable by another party tothe Proceedings by way of Recovered Costs; or (b) such Expenses have not been paid by the ATE Insurer under the terms of the ATE Insurance. 1.2.2 Certain Expenses will be paid by the Investor during the course of the Proceedings pursuant to the funding arrangements described in Clause 2 (Litigation Funding). If there is no Success in the Proceedings, you agree and accept that those Expenses will be satisfied from the proceeds of the ATE Insurance and the ATE Insurer will pay those proceeds directly to the Investor. 2. LITIGATION FUNDING 2.1 While we are content to share the risk of the Proceedings with you by agreeing to act on the basis of a DBA, the complexity, cost and the risk of delays, and possible failure, to achieve Success in the Proceedings are considerable. We are therefore only prepared to offer this DBA because the Investor has agreed to provide the Litigation Funding Investment to us for the purpose of paying certain Expenses incurred by us in connection with the Proceedings, including court fees associated with the issue of the Proceedings, hearing your Claim in court and other court related disbursements. 2.2 In return for the Investor’s agreement to provide the Litigation Funding Investment, we have agreed to make the following payments to the Investor: 2.2.1 If there is Success in the Proceedings, the Investor will be entitled to receive an amount equal to the Litigation Funding Investment it has provided under the Investment Agreement, the Success Fee and any Renewal Fee that has accrued; and 2.2.2 If there is no Success in the Proceedings, the Investor will be entitled to receive an amount equal to the Litigation Funding Investment it has provided under the Investment Agreement. 2.3 The amounts payable to the Investor under the Investment Agreement, and described above, are paid from the DBA Payment and Expenses that are payable to us under the terms of this Agreement and therefore the total amount payable by you will not increase as a result of the payments we have agreed to make to the Investor. 2.4 If there is no Success in the Proceedings, the amounts due to the Investor under Clause 2.2.2 will be paid from the proceeds of the ATE Insurance. You irrevocably instruct the ATE Insurer to pay the proceeds of the ATE Insurance in respect of these amounts directly to the Investor. 3. APPLICATION OF DAMAGES AND RECOVERED COSTS 3.1 You agree to hold all Damages and Recovered Costs as trust property on bare trust absolutely for the benefit of us, you, the ATE Insurer and the Investor to the extent of each of our respective interests in such amounts as described in this Agreement. You also agree to hold any proceeds from the ATE Insurance in respect of Litigation Funding Investment paid by the Investor as trust property on bare trust absolutely for the benefit of the Investor. 3.2 You hereby give irrevocable instructions that all Damages and Recovered Costs are to be paid directly into our client account. Following the receipt of any such Damages and Recovered Costs, we will apply such amounts in the following order of priority: 3.2.1 firstly, to the Investor in respect of amounts due under the Investment Agreement; 3.2.2 secondly, to the ATE Insurer in respect of the premium due under the ATE Insurance; 3.2.3 thirdly, to us in respect of the DBA Payment and Recovered Costs (after making the payments to the Investor referred to in Clause 3.2.1); and 3.2.4 fourthly, to you in respect of the balance of theDamages. 3.3 If there is no Success in the Proceedings, you irrevocably instruct us that any amounts recoverable under the ATE Insurance (to the extent such amounts have not been paid directly to the Investor by the ATE Insurer) are to be paid directly into our client account to be applied by us as follows: (a) firstly, to the Investor in respect of amounts due under the Investment Agreement; and (b) secondly, to meet any other Expenses payable by you in accordance with the terms of this Agreement. 4. CONFIDENTIALITY The conduct of the Proceedings will require us to disclose information about you and your Claim to the Defendant’s lawyers and the court. But unless we need to share this information as part of our work, all information you give us will be kept confidential by us. It will be necessary for us to share information with the Investor in connection with the funding it has agreed to provide to us in connection with the Proceedings, and its advisers and you agree to us sharing information about you and your claim with the Investor (and its advisers) to the extent that we are required to do so in order to comply with any investment agreement between us and the Investor. We will take reasonable steps to make sure that anybody who receives confidential information from us about you or your Claim agrees to maintain the confidentiality and privilege of this information. The success of your Claim depends in part on you also keeping exchanges confidential. You agree not to disclose any information about your Claim to a third party before discussing it with us first. 5. DEFINITIONS “Adverse Costs” means the portion of the Defendant’s fees and expenses that it has incurred in relation to the Proceedings that are ordered by the court or agreed between the parties to be paid by you to the Defendant or its Affiliates “Aaliate” means, in relation to a specified person, any person who controls, or is controlled by, or is under common control with, or has a close connection with, that specified person “ATE Insurance” means the contract of after-the-event insurance between you and the ATE Insurer to cover certain liabilities of yours in respect of the Claim, including Adverse Costs and certain Expenses “ATE Insurer” means such provider of after-the-event insurance approved by us and the Investor “Claim” means your claim against the Defendant “Counsel Fees” means fees charged by Counsel engaged by us to conduct Proceedings in respect of the Claim. Counsel Fees are utilised for the purpose of calculating and seeking recovery of the Counsel’s legal fees from the Defendant by way of Recovered Costs “Damages” means all amounts of money or the value of any goods, services or benefits, recovered or received by you as a result of Success in the Proceedings and/or Settlement and shall include statutory and other interest and be the gross amount prior to any set-off or counterclaim exercised by the Defendant and prior to any deduction for taxes. Under this contract, Damages shall exclude Recovered Costs “DBA Payment” means the percentage of the Damages you hereby agree to pay to us, asset out in the Legal Services Contract to this Agreement “Defendant” means the Lender who sold PPI to you and any other party against whom you issue proceedings “Expenses” means any disbursements that are incurred on your behalf in connection with the Proceedings within the meaning of “expenses” in The Damages-Based Agreements Regulations 2013. For the avoidance of doubt, Expenses do not include our Fees or Counsel Fees “Fees” means the legal fees we would charge, to represent you under a time-based retainer applying our respective hourly billing rates. Fees are utilised for the purpose of calculating and seeking recovery of our legal fees from the Defendant by way of Recovered Costs “Investment Agreement” means the agreement entered into between us and the Investor under which the Investor has agreed to pay certain Expenses and other amounts incurred by us in connection with the Proceedings “Investor” means Spectra Legal Finance 3 DAC or any of its Affiliates “Investor Fee” means the fee payable by us under the terms of the Investment Agreement in an amount equal to 7.5% of the amount of Damages and Recovered Costs (excluding amounts recovered in respect of Expenses) “Litigation Funding Investment” means amounts invested by the Investor in respect of your Claim through the funding of certain Expenses and the court issues fees, hearing fees and any other court related fees “Proceedings” means any legal proceedings issued on your behalf in relation to the Claim “Recovered Costs” means all amounts paid or payable to you or us, or any person on their behalf, by the Defendant (or any related party) on account of: (a) our Fees; (b) Counsel’s Fees; and/or (c) Expenses, or, if a Settlement is agreed that fails to allocate the amount of the Settlement or compromise to such items, an amount equal to an order for Recovered Costs that a court might reasonably have been expected to make in the Claim as determined by counsel, acting reasonably, or by an experienced costs lawyer agreed between the parties “Renewal Fee” means the renewal fee payable by us under the terms of the Investment Agreement should your Claim extend beyond twelve (12) months after the Investor’s initial investment in your Claim in an amount equal to 10% per annum on the amount the Investor invests in your Claim such additional amount will begin to accrue from the first anniversary of the initial investment “Settlement” means an agreement between you and any Defendant, or any of their Affiliates, in settlement of the Claim, whether in the Proceedings or otherwise. This shall include any waiver or compromise of the Proceedings against a Defendant “Success in the Proceedings” means your Claim is finally decided in your favour, whether by a court decision or Settlement or in any way that you derive benefit from pursuing the Claim. means that your opponent:- (a) is not allowed to appeal against the court decision or Settlement; (b) has not appealed in time; or (c) has lost any appeal CLIENT CARE LETTER This document explains the terms on which we agree to act for you. Please do not hesitate to ask questions on any point that you do not understand. PARTIES TO THIS LEGAL SERVICES CONTRACT i. Joseph James Law ii. The consumer party to this contract is you, whose name is in the heading to this agreement WORK TO BE UNDERTAKEN On the basis of the instructions to date, a broad outline of the work I shall be carrying out includes: i. Review your case for the submission of a Concealed Commission Case. ii. If your case has reasonable prospects of success, then draft a Letter of Claim. iii. If after pre-action correspondence your case has reasonable prospects of success, then to advise on issuing legal proceedings. iv. If your case has reasonable prospects of success then commence legal proceedings. Our obligation to you at this stage is to carry out the above work. Our fee advice has been calculated on the basis that we are only carrying out the above. WHO WILL BE DOING YOUR WORK I am the Managing Director of the firm and also a Solicitor-Advocate with ultimate conduct of your matter. I delegate aspects of the file to other members of the Litigation Team, however, I will be responsible for the supervision of the matter. FEES Please ensure you are very clear on the legal fees being charged. Any queries relating to fees are nonchargeable so please contact us urgently if you do have a query. Below is the breakdown of the fee structure relevant to your file. We will work on a Damages Based Agreement (DBA)whereby we will be entitled to 20% plus VAT (totalling 24%) of any damages recovered if the matter is settled before the commencement of legal proceedings, or 40% plus VAT (totalling 48%) of any damages or financial benefit received if the matter is settled or Judgment obtained after legal proceedings are commenced. Please consider whether the potential outcome of your legal case justifies the expense or risk involved to you, including the risk of you having to pay your opponents’ costs. Calculation of charges – these are calculated mainly by reference to time spent by me and support staff dealing with this matter. A list of chargeable time descriptions is set out in section 11 of the General Terms of Engagement. Solicitors charge in 6 minute units, for example 30 minutes’ work will equate to you being charged 5 units of 6 minutes. Disbursements – the charges mentioned above do not include expenses incurred on your behalf, for example, photocopying or postage/delivery charges, generally at 45 pence per mile, all other travel expenses e.g. rail fares, parking, congestion charges, tolls, taxis – these will all be charged to you at the cost to us. Other more substantial disbursements such as fees for Counsel will be agreed with you in advance of the instruction of that individual; these will all be charged to you at the cost to us. – VAT – all of the charges mentioned above will have VAT added to them when your bill is drafted. VAT is currently charged at 20%, this figure will be increased/decreased to the prevailing rate set by the government from time to time. CANCELLATION You may cancel the Claim within 14 days of engaging us (which is the latest date we received this correspondence). To cancel please either call 0333 212 3877, email [email protected] or send a letter to us at Joseph James Law Third Floor, Fast Track House, Pearson Way, Thornaby, TS17 6PT. Please use the words “I wish to cancel the agreement with Joseph James Law, and they should cease acting on my behalf”. Should you wish to cancel your agreement with the firm outside the 14-day cooling off period, you may do so, however you will be responsible for any disbursements incurred in pursuing your claim. This may include, but is not limited to Court Fees, Counsel Fees and any other expenses incurred on your behalf. RIGHT TO CHALLENGE THE BILL If you are dissatisfied with our bill, we ask that you raise your concerns with the fee-earner concerned, or if you prefer, Mr. Andrew Settle, Managing Director. In the event that the issue cannot be resolved, you have the right to invoke our complaints procedure, which is detailed below. You also have the right to make a complaint to the Legal Ombudsman. There are time limits for doing so, and all details in relation to the Legal Ombudsman can be found at www.legalombudsman.org.uk. If you remain dissatisfied with the amount of the bill, you have the right to ask the Senior Courts Costs Office to consider the bill and make an assessment as to its reasonableness. Full details of this procedure can be found at www.justice.gov.uk/guidance/courts-and-tribunals/courts/seniorcourts-costs-office. COST INFORMATION i. “The loser always pays” – Generally speaking, the loser in court proceedings pays the legal costs of the successful party. However, you should be aware that this is not always the case. There are many factors that a Court takes into account when considering the matter of costs and it is possible for the Court not to award costs to the successful party. ii. “Before the Event Insurance” – It is possible that you may have an insurance policy in existence (i.e.: motor insurance or loan insurance) that provide you with “legal expense” insurance. If you think that this may be the case, please send a copy of the policy(ies) to us so that we can advise you on this. iii. “After the Event Insurance” – After the Event Insurance provides you with an insurance policy that will cover your opponents‘ legal costs in the event that you lose your case and/or get a Cost Order awarded against you (i.e. you have to pay your opponents’ legal costs).Upon request, I will explore with you whether(1) you would like to take out such a policy and (2) whether an insurer will insure you. Please note it is your responsibility to arrange an After the Event Insurance policy. If you wish to take our After the Event insurance then you consent to us providing them with all documents and all relevant information relating to your case. iv. “Public funding” – It is always possible that you may be entitled to public funding for litigation matters. However, this is rare. This firm is unable to deal with this matter for you if it is to be “publicly funded” and it is, therefore, your responsibility to check whether you are eligible. v. “Union or association” – If you are a member of a union or association, you may have the right to funding from them. MONEY LAUNDERING Under the Money Laundering Regulations 2007 and the Proceeds of Crime Act 2002, we have an obligation to verify the identity and place of residence of all clients before the establishment of a business relationship. All clients are required to provide one proof of photographic identity and one proof of residence. Copies of these will be held for a period of five years after the completion of your matter. OUTSOURCING We may outsource the taking and making of telephone calls, data inputting and/or chasing documents from you to a specialist-supervised company whose staff we bring into the firm to be adequately supervised. You agree for us to outsource this element of your matter. I am however ultimately responsible for ensuring that the highest quality of work is maintained, and I undertake monthly reviews of the outsourced work to ensure: i. All details will remain confidential. ii. Any person employed by a contractor involved in your matter has all the necessary qualifications and experience to deal with the tasks. iii. Any person dealing with your matter is adequately supervised by persons with the appropriate qualifications and experience to do so. PROFESSIONAL INDEMNITY INSURANCE Joseph James Law has Professional Indemnity Insurance within England & Wales as required by the Solicitors Regulation Authority of England and Wales. It is a fundamental term of our accepting instructions from you that our liability to you is limited to £3 million. Should you require us to have a greater liability than this please contact us. In the absence of any express agreement in writing between us for a higher amount we will not be responsible to you for any liability incurred in excess of that amount. Our current insurers are detailed in the firms General Terms and Conditions. OUR COMPLAINTS PROCEDURE It is important to us that we provide services of the highest quality to all of our clients. We aim to ensure that any complaints that clients may have are identified and dealt within accordance with this procedure. Making a complaint You can register your complaint with the person dealing with your matter, or Mr Andrew Settle, Director and appointed complaints handler. Mr Settle will ensure complaints are handled effectively and in accordance with this procedure. i. We will acknowledge your complaint within seven days. ii. We will conduct a full investigation and an independent review of your matter. iii. We aim to respond in full within 28 days, however, if your complaint is of a more complex nature we will require more time; we will inform you of when you will receive a full response. iv. We will reply to you, usually in writing, to tell you our views on your complaint and how we propose to resolve it, hopefully to your satisfaction. v. If you are dissatisfied with the outcome, or the way your complaint has been handled, you may request that your file is independently reviewed by an external solicitor who will make such further investigations as are necessary. vi. The external solicitor will inform you of the conclusions and any alternative proposals to resolve your complaint, usually within 28 days of this being referred to them. Under no circumstances will the above investigation take longer than 8 weeks. vii. You may take your complaint to the Legal Ombudsman within 6 months of the expiry of the 8 week period or our definitive response in the meantime. LEGAL OMBUSMAN The Legal Ombudsman is an independent organisation, which is ultimately responsible to Parliament. The Legal Ombudsman deals with complaints about the legal profession. You must make any complaint to the Legal Ombudsman within a certain period of time of the act or omission in the work which gave cause to the complaint arising. We refer you to the website of the Legal Ombudsman, as below, for details of that time limit. There are also two additional relevant time limits; the Legal Ombudsman will accept complaints up to six years from the date of act/omission, or three years from when you should have known about the complaint. However, this new limit will be introduced gradually, as at present, the problem must have happened on or after 6 October 2010, or if the problem happened earlier than that, you must not have been aware of it before 6 October 2010. The Legal Ombudsman may: • Investigate the quality of professional service supplied by a solicitor to a client • Investigate allegations that a solicitor has breached rules of professional conduct • Express a view on whether a solicitor’s charges are fair and responsible • Ensure that a solicitor has handled a complaint correctly The Legal Ombudsman will not: • Determine whether a solicitor has been negligent • Give legal advice or tell a solicitor how to handle a case • Review the outcome of a court case • Review a decision of the Legal Aid Agency (the body that regulates the provision of legal aid) There are restrictions upon who may make a complaint to the Legal Ombudsman. Individuals and certain enterprises may do so, however, are therefore referred to the Legal Ombudsman’s website, as below, for clarification. Before it will consider a complaint, the Legal Ombudsman generally requires that the firm’s MAIN ACCOUNT HOLDER JOINT ACCOUNT HOLDER If the policy is in joint names please sign below: internal Complaints Procedure has been exhausted. If it is necessary to involve the Legal Ombudsman it may take up to six months from the end of the firm’s procedure; this can be checked at www.legalombudsman.org.uk or by telephoning the Legal Ombudsman on 0300 555 0333. If the Legal Ombudsman is satisfied that the firm’s proposals for resolving a complaint are reasonable, it may decline to investigate further. The Legal Ombudsman’s address and further details are: • Legal Ombudsman, PO Box 6806, Wolverhampton • Phone: 0300 555 0333 • www.legalombudsman.org.uk | [email protected]

This Agreement including its Schedules is the “DBA” This DBA is a binding legal contract between you and us, Keller Lenkner UK Limited. Before You sign, please read everything carefully. If You have any questions regarding this DBA or wish to have anything clarified, please let us know before signing. If You exercise your right to cancel this DBA (see Schedule 3) within the 14 day time limit, You will not be bound by this DBA. This DBA becomes legally binding on the date You sign it. THE PARTIES TO THIS DBA: (1) You, (“You”, “Your”); and (2) Keller Lenkner UK Limited of 81 Chancery Lane, London, England, WC2A 1DD (“KL”, “We”, “us”, “Solicitors”) BACKGROUND This agreement is a Damages-Based Agreement within the meaning of section 58AA of the Courts and Legal Services Act 1990 and the Damages-Based Agreements Regulations 2013 (SI 2013/609). DEFINITIONS In this DBA, unless the context otherwise requires, the following words and expressions have the following meanings: “Adverse Costs” means the portion of the Defendant’s fees and expenses that it has incurred in relation to the Proceedings that are ordered by the court or agreed between the parties to be paid by you to the Defendant or its Affiliates; “Affiliate” means, in relation to a specified person, any person who controls, or is controlled by, or is under common control with, or has a close connection with, that specified person; “ATE Insurance” means the contract of after-the-event insurance between you and the ATE Insurer to cover certain liabilities of yours in respect of the Claim, including Adverse Costs and certain Expenses; “ATE Insurer” means such provider of after-the-event insurance approved by us and the Investor; “Claim(s)” means Your claim against the Defendant in the Litigation; “Costs” our charges for the time We and Counsel have spent on Your Claim, calculated at the hourly rates referred to in Schedule 1 as varied from time to time, plus VAT; “Counsel Fees” means fees charged by Counsel engaged by us to conduct Proceedings in respect of the Claim; “Damages” means all amounts of money or the value of any goods, services or benefits, recovered or received by you as a result of Success in the Proceedings and/or Settlement and shall include statutory and other interest and be the gross amount prior to any set-off or counterclaim exercised by the Defendant and prior to any deduction for taxes. Under this contract, Damages shall exclude Recovered Costs; “DBA payment” means the percentage of the Damages you hereby agree to pay to us, as set out in Schedule 2 to this Agreement; “Defendant” means the Creditor/Lender and any other party against whom you issue proceedings in the Claim or in claims heard with the Claim or any one or more of them; “Disbursements” means sums we have had to pay out as disbursements, plus VAT if applicable, to progress the Litigation, but excluding any counsel’s fees; “Expenses” means any disbursements that are incurred on your behalf in connection with the Proceedings within the meaning of “expenses” in The Damages-Based Agreements Regulations 2013. For the avoidance of doubt, Expenses do not include our Fees or Counsel Fees; “Fees” means the legal fees we would charge, to represent you under a time based retainer applying our respective hourly billing rates. Fees are utilised for the purpose of calculating and seeking recovery of our legal fees from the Defendant by way of Recovered Costs; “Finally” means that your opponent: (a) is not allowed to appeal against the court decision or Settlement; (b) has not appealed in time; or (c) has lost any appeal “Investment Agreement” means the agreement (if any) entered into between us and the Investor under which the Investor has agreed to pay certain Expenses and other amounts incurred by us in connection with the Proceedings; “Investor” means SpectraLegal Finance 3 DAC or any of its Affiliates; “Investor Fee” means the fee payable by us under the terms of the Investment Agreement (if any) in an amount equal to 7.5% of the amount of Damages and Recovered Costs (excluding amounts recovered in respect of Expenses); “Litigation” the pursuit of a claim by You against the Defendant arising out of the alleged payment of undisclosed commission in respect of a Payment Protection Insurance taken out by you to the Defendant; “Litigation Funding Investment” means any amounts invested by the Investor in respect of your Claim through the funding of certain Expenses and the court issues fees, hearing fees and any other court related fees; “Lose” means any situation in which You do not Win; “Proceedings” means any legal proceedings issued on your behalf in relation to the Claim; “Recovered Costs” means all amounts paid or payable to you or us, or any person on their behalf, by the Defendant (or any related party) on account of: (a) our Fees; (b) Counsel’s Fees; and/or (c) Expenses, or, if a Settlement is agreed that fails to allocate the amount of the Settlement or compromise to such items, an amount equal to an order for Recovered Costs that a court might reasonably have been expected to make in the Claim as determined by counsel, acting reasonably, or by an experienced costs lawyer agreed between the parties; “Renewal Fee” means the renewal fee payable by us under the terms of any Investment Agreement should your Claim extend beyond twelve (12) months after the Investor’s initial investment in your Claim in an amount equal to 10% per annum on the amount the Investor invests in your Claim such additional amount will begin to accrue from the first anniversary of the initial investment; “Settlement” means an agreement between you and any Defendant, or any of their Affiliates, in settlement of the Claim, whether in the Proceedings or otherwise. This shall include any waiver or compromise of the Proceedings against a Defendant; “Success ” means your Claim is finally decided in your favour, whether by a court decision or Settlement or in any way that you derive benefit from pursuing the Claim; “VAT” Value Added Tax; “Win” You achieve Success. OUR SERVICES 1. This DBA (including its schedules) will apply to all legal services provided by us to You from the date of this DBA in relation to Your Claim, save for those legal services referred to in clause 15 below. 2. This DBA (including its schedules), together with our Letter of Engagement and Terms of Business will form the entire contract between us in respect of the legal services that We will provide to You in respect of Your Claim. 3. We agree to act for You under this DBA in providing all legal services to You up to and including the trial or earlier settlement of Your Claim. This does not include any appeal made by any of the parties. OUR RESPONSIBILITIES 4. We must: a) always act in the best interests of You, subject to our duty to the court; b) explain to You the risks and benefits of taking legal action and the risks and benefits of continuing the Litigation; c) give You our best advice about whether to accept or make any offer of settlement; and d) give you the best information possible about the likely Costs of the Litigation. YOUR RESPONSIBILITIES 5. By entering into this DBA, You agree and understand the importance of giving us all the true facts and being totally honest with us. If You are not truthful with us that could invalidate Your Claim and harm your interests in the Litigation. 6. In particular, You will use best endeavours to give us all the information We reasonably ask You for, which could help us in working on and advancing Your Claim. This may include letters, documents and e-mails related to Your Claim. 7. We will need Your full co-operation in order to perform our services under this DBA. This includes You: a) giving us instructions that allow us to do our work properly, listening carefully to our advice and acting reasonably and commercially during the pursuit of Your Claim; b) consulting with us before making any contact with or having any discussion or correspondence with the Defendant or their lawyers concerning any aspect of Your Claim; c) not abandoning, withdrawing or discontinuing Your Claim or any part of Your Claim against our advice; d) engaging constructively with the Defendant to resolve Your Claim, including but not limited to, mediation, negotiation and written settlement exploration if appropriate and notifying us immediately if You receive an offer of settlement, orally or in writing, from or on behalf of the Defendant; e) not settling Your Claim (or any part of it) without our consent such consent not to be unreasonably withheld having regard to our duty to act in Your best interests; f) following our reasonable advice; g) not causing or contributing to a conflict of interest arising that would prevent us from continuing to act on Your behalf in relation to Your Claim. RECOVERY OF DAMAGES 8. You agree to hold all Damages and Recovered Costs as trust property on bare trust absolutely for the benefit of us, you, the ATE Insurer and the Investor to the extent of each of our respective interests in such amounts as described in this Agreement. You also agree to hold any proceeds from the ATE Insurance in respect of any Litigation Funding Investment paid by the Investor as trust property on bare trust absolutely for the benefit of the Investor. 9. You hereby give irrevocable instructions that all Damages and Recovered Costs are to be paid directly into our client account. Following the receipt of any such Damages and Recovered Costs, we will apply such amounts in the following order of priority: a) firstly, to the Investor in respect of amounts due (if any) under any Investment Agreement; b) secondly, to the ATE Insurer in respect of the premium due under the ATE Insurance; c) thirdly, to us in respect of the DBA Payment and Recovered Costs (after making the payments to the Investor referred to in Clause 9(a); and d) fourthly, to you in respect of the balance of the Damages. 10. If there is no Success in the Proceedings, you irrevocably instruct us that any amounts recoverable under the ATE Insurance (to the extent such amounts have not been paid directly to the Investor by the ATE Insurer) are to be paid directly into our client account to be applied by us as follows: a) firstly, to the Investor in respect of amounts due (if any) under any Investment Agreement; and b) secondly, to meet any other Expenses payable by you in accordance with the terms of this Agreement. LEGAL SERVICES NOT COVERED BY THIS AGREEMENT 11. Any procedures for the assessment of the Costs and Expenses that may be due to You, or due to the Defendants, are not covered by this DBA. Or any Counterclaim made against you. OUR CHARGES – THE DBA PAYMENT 12. We have agreed to charge you based on a percentage of the Damages recovered by you as a result of Success. The amount of this payment is called the DBA Payment. This is the only payment you will make to us for our work. It is only payable if there is Success. 13. The DBA Payment is reduced by any Fees or Counsel Fees that have been paid or are payable by the Defendant by way of Recovered Costs so that you only pay the DBA Payment net of those sums. We are entitled to retain any Recovered Costs which are paid to you or to us by the Defendant or any Affiliate. 14. Even though we have agreed to charge for our work on the basis of a DBA, it is necessary to explain how our Fees and Counsel Fees are calculated for the purposes of claiming Recovered Costs from the Defendant. Details of our Fees and Counsel Fees are set out in Schedule 1 to this Agreement. 15. The percentages that will be applied to calculate the DBA payment and the reasons for the same are set out in Schedule 2. EXPENSES 16. You will be liable for Expenses regardless of whether there is Success. However, you will only be liable to pay Expenses at the conclusion of the Proceedings to the extent that: a) such Expenses have not been paid or are not payable by another party to the Proceedings by way of Recovered Costs; or b) such Expenses have not been paid by the ATE Insurer under the terms of the ATE Insurance. 17. Certain Expenses may be paid by the Investor during the course of the Proceedings pursuant to the funding arrangements described in Clauses 18 to 20 (Litigation Funding). If there is no Success in the Proceedings, you agree and accept that those Expenses will be satisfied from the proceeds of the ATE Insurance and the ATE Insurer will pay those proceeds directly to the Investor. LITIGATION FUNDING 18. While we are content to share the risk of the Proceedings with you by agreeing to act on the basis of a DBA, the complexity, cost and the risk of delays, and possible failure, to achieve Success are considerable. 19. In return for the Investor’s agreement to provide any Litigation Funding Investment, we have agreed to make the following payments to the Investor: c) if there is Success, the Investor will be entitled to receive an amount equal to the Litigation Funding Investment it has provided under the Investment Agreement, the Success Fee and any Renewal Fee that has accrued; and d) if there is no Success, the Investor will be entitled to receive an amount equal to the Litigation Funding Investment it has provided under the Investment Agreement. 20. The amounts payable to the Investor under any Investment Agreement, and described above, are paid from the DBA Payment and Expenses that are payable to us under the terms of this Agreement and therefore the total amount payable by you will not increase as a result of any payments we have agreed to make to the Investor. TERMINATING THIS AGREEMENT Termination by You 21. You may have a right to cancel this DBA using (if you choose to) the method under Schedule 3 of this DBA. If you do so within the 14 day time limit, You will pay nothing. 22. Subject to You complying with Your responsibilities (including but not limited to clauses 5-7) You are free to end our services before Your case is completed by providing us with written notice of termination. If You do, You agree to immediately pay all Expenses incurred by us (irrespective of whether You go on to Win or Lose); and which You have not already paid. You also agree to pay us the DBA payment if You go on to Win Your Claim. 23. In the event that You end our relationship You agree to keep us regularly informed of the progress of Your Claim and You irrevocably agree to instruct any new solicitor that You appoint to provide us with regular information on request as to the progress of the Your Claim and answer such reasonable queries as We may raise on a timeous basis. You are obliged to immediately notify us in writing of any monies received, and to give irrevocable instructions to Your new solicitors to hold the DBA payment on trust for us in a designated client account and give us confirmation of the same. 24. You irrevocably agree that the DBA payment takes priority over any other payment obligations You may have under any additional funding agreement or DBA arising out of Your Claim. Termination by us 25. We are free to withdraw our services at any time if We have good reason. For example, We may withdraw our services: a) if You do not keep to Your responsibilities under this DBA (including but not limited to clauses 5-7) or become insolvent; or b) if We reasonably believe You are unlikely to Win, or the likely recovery would be insufficient to justify the further fees and Expenses (for the avoidance of doubt including in circumstances in which an appeal is brought by one or more of the Opponent(s)). 26. If We withdraw our services then save as set out hereafter, You agree to pay any outstanding Expenses immediately, and, if You go on to Win Your Claims You also agree to pay the DBA payment. You will not be liable for the DBA payment if our reason for terminating this DBA is that You rejected our recommendation to discontinue the Claim. 27. We would also have the right to withdraw our services if We learned of a conflict of interest that would make it unethical for us to continue to act for You. If We have to withdraw our services for You because of a conflict of interest, You would have to pay all outstanding Expenses up until the time We stopped acting for You and, if You go on to Win Your Claims, the DBA payment. However, if these circumstances were not caused or contributed to by You then the DBA payment will be calculated by reference to the hourly rates as set out in Schedule 1 and will be capped at no more than the amount of the Costs up to the date We withdraw our services (or capped at the DBA payment if lower). CONFIDENTIALITY 28. The conduct of the Proceedings will require us to disclose information about you and your Claim to the Defendant’s lawyers and the court. But unless we need to share this information as part of our work, all information you give us will be kept confidential by us. 29. It will be necessary for us to share information with the Investor in connection with the funding (if any) it has agreed to provide to us in connection with the Proceedings, and its advisers and you agree to us sharing information about you and your claim with the Investor (and its advisers) to the extent that we are required to do so in order to comply with any investment agreement between us and the Investor. 30. We will take reasonable steps to make sure that anybody who receives confidential information from us about you or your Claim agrees to maintain the confidentiality and privilege of this information. 31. The success of your Claim depends in part on you also keeping exchanges confidential. You agree not to disclose any information about your Claim to a third party before discussing it with us first. DISPUTE RESOLUTION 32. This DBA shall be governed by the laws of England and Wales and You agree to submit any dispute in connection with or arising from this DBA to arbitration by a Queen’s Counsel or retired High Court Judge to be nominated by us and in the absence of such nomination, to be nominated by the Chairperson for the time being of the Chancery Bar Association. In the event that an issue or dispute is referred to arbitration the matter shall be finally determined by one arbitrator under the Arbitration Act 1996. The seat of the arbitration shall be London. ASSIGNMENT 33. Neither party may assign or transfer any of their rights or obligations under this DBA without prior written approval from the other party to this DBA, such approval not to be unreasonably withheld. SEVERABILITY 34. If any of the provisions (including compliance with the Damaged Based Agreements Regulations 2013 (SI 2013/609)) in this DBA is found by a Court, arbitrator, tribunal or other competent jurisdiction to be void or unenforceable, such provision shall be deemed to be deleted from this DBA and the remaining provisions of this DBA shall continue in full force and effect. If any provision or part-provision of this DBA is deemed deleted under this clause, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision. ASSESSMENT OF OUR INVOICE 35. You acknowledge and agree that this DBA is not a Contentious Business Agreement within the terms of the Solicitors Act 1974. You have the right to ask the court to assess our Costs (and any Disbursements or Expenses charged) by making an application for an assessment of our bill. Your right to have an assessment diminishes with time (beginning on the date We send You a final bill) and You should refer to s.70 of the Solicitors Act 1974 or seek independent advice if You wish to have our fees assessed. STATEMENT OF TRUTH 36. If it is necessary to issue proceedings in the County Court, we need to sign a Statement of Truth on your behalf to confirm that the information / documentation you provided to Uclaim4me and which will be put into your Particulars of Claim is truthful and honest. Please note below the Statement of Truth we will sign on your behalf in which you would be known as the Claimant: The Claimant believes that the facts stated in these Particulars of Claim are true. The Claimant understands that proceedings for contempt of court may be brought against anyone who makes, or causes to be made, a false statement in a document verified by a statement of truth without an honest belief in its truth. I am duly authorised by the Claimant to sign this statement. By signing this document, you confirm that you have read and understood the Statement of Truth, and authorise this firm to issue proceedings and sign the Statement of Truth on your behalf. EXECUTION BY THE SOLICITORS AND BY YOU In making this DBA available for signature, We are making an offer capable of acceptance by You. Signed: Jonathan Nichols, Director, On behalf of Keller Lenkner UK Limited YOUR AGREEMENT TO THIS DBA You may wish to take independent legal advice about the DBA before entering into the DBA. If You are satisfied with this DBA, please sign below If there is anything You do not agree with, or if there is anything You would like to discuss before signing, please write to or call us. BY ELECTONICALLY SIGNING THIS PAGE YOU ARE AGREEING TO BE LEGALLY BOUND BY THE TERMS OF THIS DBA INCLUDING THE OBLIGATION TO PAY THE DBA PAYMENT. MAKING THIS AGREEMENT LEGALLY BINDING In signing and making these documents available for signature, Keller Lenkner UK Limited is making an offer that You accept by signing electronically. SIGNATURE BY YOU I am now signing to confirm that I agree to be bound by this contract. I understand that these documents are enforceable individually, so that if one is found to be unenforceable, that does not affect the enforceability of any of the other documents that I have agreed to.