Common use of TRANSFER OF ADMINISTRATION Clause in Contracts

TRANSFER OF ADMINISTRATION. In the event of transfer of the administration of the Company, Form-A-Co reserves the right to charge a fee for the transfer in accordance with its then current fee schedule. When entering into the Management Agreement clients are expected to co-operate with Form-A-Co and to keep Form- A-Co informed in respect of the following matters: • To promptly provide to the Compliance Department any additional documentation and information as may be required from time to time as part of the Know Your Customer / Customer Due Diligence procedure. Failure to do so in a timely fashion will result in an additional Compliance Fee being charged. • To promptly notify Management or the Administration Department of any changes in the structure of the company (such as transfers of shares, resignations and appointments of directors, etc,) and of any changes in the business activities of the company. • To immediately notify Management of any investigations being carried out by any regulatory or law enforcement authority in the affairs of the company or of the client. • To promptly settle any and all invoices and charges as levied from time to time by Form-A-Co or any of its associates, sub-contractors or suppliers. Gibraltar corporate law places onerous responsibilities on the directors of companies that must be adhered to. It is important that clients, when providing directorships to their own companies, know and understand what is legally required of them. The below is a list of the main responsibilities but there are others so the list must not be considered as exhaustive. Form-A-Co would be pleased to assist by providing guidance to clients on request. • To ensure that proper books of account are maintained and that formal annual accounts are prepared and filed with The Registrar of Companies. • To ensure that current information is provided at all times to allow the company secretaries to maintain statutory registers, including registers of shareholders, directors and company secretaries, and registers of legal charges against the assets of the company.

TRANSFER OF ADMINISTRATION. In the event of transfer of the administration of the Company, Form-A-Co reserves the right to charge a fee for the transfer in accordance with its then current fee schedule. When entering into the Management Agreement clients are expected to co-operate with Form-A-Co and to keep Form- A-Co informed in respect of the following matters: • To promptly provide to the Compliance Department any additional documentation and information as may be required from time to time as part of the Know Your Customer / Customer Due Diligence procedure. Failure to do so in a timely fashion will result in an additional Compliance Fee being charged. • To promptly notify Management or the Administration Department of any changes in the structure of the company (such as transfers of shares, resignations and appointments of directors, etc,) and of any changes in the business activities of the company. • To immediately notify Management of any investigations being carried out by any regulatory or law enforcement authority in the affairs of the company or of the client. • To promptly settle any and all invoices and charges as levied from time to time by Form-A-Co or any of its associates, sub-contractors or suppliers. Gibraltar corporate law places onerous responsibilities on the directors of companies that must be adhered to. It is important that clients, when providing directorships to their own companies, know and understand what is legally required of them. The below is a list of the main responsibilities but there are others so the list must not be considered as exhaustive. Form-A-Co would be pleased to assist by providing guidance to clients on request. • To ensure that proper books of account are maintained and that formal annual accounts are prepared and filed with The Registrar of Companies. NB: Form-A-Co can provide book-keeping and accountancy services upon request.) • To ensure that current information is provided at all times to allow the company secretaries to maintain statutory registers, including registers of shareholders, directors and company secretaries, and registers of legal charges against the assets of the company. (NB: Form-A-Co provides company secretarial services which include the creation and maintenance of the statutory registers, however, it is imperative that the directors keep Form-A-Co appraised of any changes that require to be recorded in the registers, such as the transfer of shares and the resignation and appointment of directors, etc.) • To ensure that the company does not carry on business whilst insolvent. • To ensure that the company fully complies with all local laws (including employment laws) and that it operates and carries on its business in a legal and ethical manner according to current codes of best practice. • To ensure the currency of their business knowledge and, in particular, to be completely familiar with the terms of the company’s Memorandum & Articles of Association (or other Constitution of the company). • To ensure the company complies with local taxation laws and fulfils its taxation liabilities and responsibilities. CLIENT DECLARATION I/ We hereby CONFIRM that: 1. Any information given in this questionnaire and any separate letter / document is true and correct to the best of my / our knowledge and belief. 2. I/we have read and agree to Form-A-Co’s Management Agreement and Indemnity above. 3. I/we have received, read and agree to be bound by the Data Protection Regulations contained above 4. I/we have received, read and agree to be bound by the Directors’ Responsibilities contained 5. I/we have received, read and agree to be bound by the Clients’ Responsibilities contained above. 6. I/we have received, read and agree to be bound by the Terms & Conditions contained above Name Signature Beneficial Owner 1 Beneficial Owner 2 Beneficial Owner 3 Beneficial Owner 4 In the case where the Ultimate Beneficial Owner(s) is/are being introduced by an Approved Introducer of Business/Intermediary under the terms of, and in accordance with, a formal agreement entered into with Form-A-Co: I/We hereby confirm that I/we have completed or assisted with the completion of this Application Form, either in an advisory capacity or by physically completing it upon receiving instructions or detailing the responses provided by the Ultimate Beneficial Owner(s), and in the process I/we have ensured that the above-named Beneficial Owner(s) is/are made aware of and understand(s) the Terms & Conditions under which Form-A-Co is prepared to provide its services. Name Company Signature Appendix A Client Identification Requirements Whilst we understand the requirement of our clients for confidentiality, we are obliged by both law and regulation to obtain the following minimum information and documentation relating to all beneficial owners, directors, shareholders, signatories to bank accounts, grantees of Powers of Attorney and any and all persons in a position of influence in relation to any company we may form or administer. • Proof of Identity • Proof of Residential Address In addition to this we will also require: • CV / Professional Profile / Resume • Bank Statements (not older than 3 months) • Documentary Evidence of Residency and Tax Identification Number • An independent professional character reference letter addressed to ourselves from either an internationally recognised and regulated bank, a registered lawyer or a registered accountant. These are the minimum requirements, and we may request further information and documentation prior to commencing a business relationship. MINIMUM IDENTIFICATION DOCUMENTS REQUIRED - INDIVIDUALS A. PROOF OF IDENTITY 1. In order to establish the identity and signature of all relevant individuals we require a copy of ONE of the following: • A current valid full passport • A current valid national ID card • A current valid photographic driving licence 2. The copy must bear a photograph, signature and the number. 3. The copy must be clearly legible