1. Our Particulars

The full name of our firm is Healthby Limited and our principal place of business is Kinetic Business Centre Theobald Road Borehamwood Hertfordshire WD6 4PY – Great Britain.

2. Our Services

2.1 We arrange transactions with or on your behalf and provide general advisory services, undertaking relative research where necessary or as requested.

2.2 We may, in the course of a transaction, require you to sign and return additional documents.

2.3 Our advice may be in oral or written form, and we are not obliged to reveal the parameters on which an advice is given.

2.4 Agents that are diligently chosen may be employed on suitable terms 2.5 All transactions are subjected to the rules and laws of the place or country and/or of any country through which the transactions are carried out and to all applicable law, rules and regulations (collectively “applicable regulations”) in each country, so that:

2.5.1 should there arise any conflict between the provisions of this document any applicable regulations the latter will prevail;

2.5.2 any action we regard as proper to so ensure compliance with any applicable regulations may be taken or may be renounced; and

2.5.3 all applicable law, rules and regulations (the “applicable regulations”) and all our actions and/or inactions inorder to comply with them shall be binding on you.

2.6 Advice may be given to you or transactions arranged with or on your behalf in conditions in which given transaction is not regulated by the rules of any exchange or market.

2.7 We shall not be obliged to undertake any transaction or renounce doing anything that in our opinion would breach any applicable regulations to which we signatory. We may do whatever we believe necessary to abide by the stipulated regulations.

3. Our Relationship

Kindly be informed that advise given to you and any transactions carried out on your behalf is anchored on the fact that only you are our customer under a given agreement.

4. Money Laundering Requirements

Our business dealings with all our customers shall be subjected to the different legal requirements relating to money laundering (“the Money Laundering Requirements”)

Transactions are undertaken with any credit or financial institution on the understanding that the customer has complied or is complying with the EC Money Laundering Directive and that proof of the identification of any underlying clients will have been obtained and recorded according to procedures maintained by you.

Any financial institution headquartered or registered in Jersey, Isle of Man or a non-EU country but member of the Financial Action Task Force, that is or will be transacting in it’s own name as intermediary for it’s (clients), we require written assurance that proof of identification of underlying clients, on whose behalf such transaction is being carried, will have been obtained and recorded according to procedure in accordance with regulations equivalent to the EC Money Laundering Directive. For inability to provide us with such guarantee, we reserve the right to terminate any transaction with you.

5. Best Execution

We shall take reasonable care to establish, whenever we arrange a transaction on your behalf, the best conditions obtainable which will allow us to verify that what we propose to be carried out on your behalf is done at that conditions, unless the situation require that we act otherwise in order to protect your interests.

6. Our Fees

6.1 Our fees will be as already arranged between us, or as we may agree from time to time.

6.2 You will be responsible for payment of any tax (whether in the United Kingdom or elsewhere) and all other liabilities, charges, cost and expenses payable or incurred by us in connection with the services described in this letter. We may deduct or withhold any such estimated or actual charges at our discretion. We shall endeavour to arrange that any difference between such estimated amounts and the final confirmed liability shall be credited or debited to your account as quickly as practicable.

6.3 We may share our fees with a third party.

7. Conflicts of Interest

Please note that, when we give you advice, we may have an interest, rapport or deal that is material in relation to the underlying transaction. Such interest will not necessarily be separately made known to you at the time, because of the existence of policies within our firm relating to confidentiality designed to prevent any confidential, particularly unpublished sensitive information known to employees in one area being made available to employees in other areas.

8. Exclusion of Liability and Indemnity

8.1 Subject to 8.3, neither we nor our employees, agents and delegates shall be liable for any loss suffered by you under or in connection with this letter unless such loss arises from our or their respective negligence, willful default or fraud.

8.2 Subject to 8.3, you will indemnify us and our respective employees, agents and delegates against any cost, loss, liability or expense whatsoever which may be suffered or incurred by us and/or them. These may be incurred directly or indirectly in connection with or as a result of any service performed or action permitted under these Terms of Business. However, you will not have to indemnify us or them to the extent that the expense or loss is due to our negligence, wilful default or fraud.

8.3 Nothing in this communication will exclude or restrict any obligation that we have to you in respect of a breach of any such obligation. Nor will anything in this letter require you to indemnify or compensate us to any extent prohibited by the prevailing rules and laws.

9. Disclosure and Recording of Telephone Calls

9.1 We agree to keep private and confidential all information we may receive in connection with these Terms of Business and shall not be made known to any person except to the degree that: (a) you give your prior consent; (b) we are required to disclose the information by the authority having jurisdiction over us, or applicable English law; (c) the disclosure is necessary to carry out our obligations under these Terms of Business; or (d) the disclosure is made to an Associate or our or their professional advisers.

9.2 Please be informed that telephone conversations between us may be recorded and such recordings may be used, in case of dispute, as evidence.

10. General

10.1 We do not advise or arrange transactions for private clients. We may, however, undertake to advise or organize on behalf of your Directors and employees in their personal capacities. We shall undertake to do this if they are classified as “experts” thus non-private clients, and if we have their permission to do so.

10.2 You confirm and undertake that you have and will have all necessary consents, powers in your constitution and authorities to enable all transactions under this letter to be effected.

10.3 You undertake, whenever you act as disclosed agent for another, that in so doing, you have express authority to instruct us under the terms of this letter. Whenever you act as disclosed agent for another we will look to you to settle any liabilities resulting from transactions effected under this agreement unless otherwise specifically agreed, or laid down in a code of practice to which we are both subject.

10.4 Your rights under this letter and/or any transactions effected under it are not capable of assignment and your obligations shall not, without our consent, be capable of performance by anybody else.

10.5 We may rely on any instructions, notices or requests of any person who is or whom we believe in good faith to be a person designated or authorized by you to give them.

11. Invalidity of Provisions

Each clause of this agreement is severable and if any clause of this agreement is or becomes null and void or contravenes existing rules of English Law the remaining clauses shall not be affected

12. Force Majeure

Without bias to any other provision in these agreements, we shall not be legally responsible to you for the non-performance of any obligations herebelow or under any agreement supplemental hereto, by reason of any event beyond our control. Such shall include but not limited to, any breakdown or failure of communication or computer facilities, postal or other strikes or similar industrial action or the failure of any relevant financial institution and/or bank for any reason to perform its obligations.

13. Changes

13.1 These agreements may be amended by sending you a written notice describing the relevant changes, which becomes effective on a date to be specified in the notice.

13.2 These agreements may be amended for the future by sending us written notice, clearly stating the variations that you wish to effect; such variations becomes effective when our agreement to it is confirmed in writing.

14. Termination

14.1 Subject to paragraphs 14.3 and 14.4 herebelow, you have the right to terminate these agreements by giving us immediate written notice, as may we by giving immediate written notice to you

14.2 Such termination shall not affect any outstanding transactions or any legal rights or obligations that may already have arisen.

14.3 Transactions in progress at the date of termination will be completed by us as soon as practicable. 14.4 On termination by either of us, we shall:

14.4.1 be entitled to receive from you all fees, costs, charges, expenses and other liabilities accrued or incurred under this agreement up to the date of termination including any additional expenses or losses reasonably and properly incurred in terminating these arrangements

14.4.2 subject to paragraph 14.4.1, refund any fees you have paid in advance.

15. Governing Law

These Terms of Business are governed by and shall be construed in accordance with English law and you will be subject to the non-exclusive jurisdiction of the English courts.