THC DECISIONS - WEB ™ ONLINE TRIAL LICENSE AGREEMENT

IMPORTANT - READ CAREFULLY: THC DECISIONS-Web service (the "Service") is owned and operated by THOMAS HO COMPANY, LTD, a Delaware Corporation ("THC"), and is provided to you ("Licensee") subject to, in accordance with and under the terms and conditions set forth in this Online Trial License Agreement ("Agreement"), which includes THC's Registration Form "https://www.thcdecisions.com/sign-up.asp". BY CLICKING THE "ACCEPT" BUTTON, LICENSEE REPRESENTS, WARRANTS, COVENANTS AND AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING ALL DISCLAIMERS AND LIMITATIONS OF LIABILITY.

This Document has been prepared by THC for discussion and/or information purposes only and is being provided to you based on our reasonable belief that you are a sophisticated institutional investor that is capable of assessing the merits and risks of the transactions and financial matters discussed herein. Consequently this document is expressly not directed at or for distribution to retail customers as defined by the FSA. Nothing in this document constitutes legal, accounting or tax advice or individually tailored investment suggestion. This material is prepared for general circulation to clients and has been prepared without regard to the individual financial circumstances and objectives of persons who receive it. This document does not constitute an offer to sell or the solicitation of an offer to buy any security or other instruments or a recommendation to enter into any transaction by any THC entity and should not be construed as such in any jurisdiction where such an offer or solicitation would be illegal. The information contained herein is for discussion purposes only and, in the case of any security, subject to the terms and conditions set forth in the related offering document or prospectus; any information contained herein is qualified in its entirety by reference to the final form of offering document or prospectus, as amended or supplemented. An offering may be made only by means of a final offering circular or prospectus, which will contain a complete description of the terms of the security, the offering and the issuer of the security, including a descriptions of certain risks associated with the security.

 

The transactions and financial matters may not be suitable for every investor and any offering may be restricted to those investors that meet certain criteria imposed by applicable law or regulation. Transactions of the type described herein may involve a high degree of risk and the value of such investments may be highly volatile. Such risks may include without limitation risk of adverse or unanticipated market developments, risk of issuers default and risk of liquidity. In certain transactions counterparties may lose their entire investment or incur an unlimited loss. This brief statement does not purport to identify or suggest all the risks (directly or indirectly) and other significant aspects in connection with transactions of the type described herein, and counterparties should ensure that they fully understand the terms of the transaction, including the relevant risk factors and any legal, tax, regulatory or accounting considerations applicable to them, prior to transacting. THC strongly urges each recipient to consult with its accounting, legal and tax advisors before entering into any transaction. Unless otherwise set forth in written agreement setting out specific duties and obligations, THC and its constituents (including their affiliates) will at all times act as arms-length commercial counterparty to any recipient of this document. THC expressly disclaims any advisory, fiduciary or similar relationship with any recipient.

 

The information contained in this presentation may have been obtained in part from sources other than THC and has been compiled by it from sources believed to be reliable, but no representation or warranty, express or implied, is made by Royal Bank of Canada, its affiliates or any other person as to its accuracy, completeness or correctness of any such information.

 

Nothing contained herein constitutes or should be interpreted as representation or expectation as to future results or events. Recipients should understand the assumptions and evaluate whether they are appropriate for their purposes or consistent with their views. Recipients should consider whether the economic benefits from the ownership of securities should be tested based on assumptions different from those included herein.

 

All opinions and estimates contained are subject to change without notice and are provided in good faith but without legal responsibility. To the fullest extent permitted by law neither THC nor any of its affiliates or any other person accepts any liability whatsoever for any direct or consequential loss arising from any use of the information contained herein. This Document is confidential and no matter contained in this document maybe reproduced or copied by any means without the prior consent of THC.

 

THE THC CONTENT IS PROVIDED AS IS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND. TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THC HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, RELATING TO THE THC CONTENT, AND NEITHER THC NOR ANY OF ITS AFFILIATES SHALL IN ANY EVENT BE LIABLE FOR ANY DAMAGES OF ANY NATURE WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, CONSEQUENTIAL,SPECIAL AND PUNITIVE DAMAGES, LOSS OF PROFITS AND TRADING LOSSES, RESULTING FROM ANY PERSON'S USE OR RELIANCE UPON, OR INABILITY TO USE, ANY THC CONTENT, EVEN IF THC IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE.

LICENSEE HAS READ THIS AGREEMENT AND UNDERSTANDS AND AGREES TO ALL OF ITS TERMS AND CONDITIONS.

Thomas Ho Company NON-DISCLOSURE Agreement

1. Confidentiality. The parties to this Agreement will take all reasonable steps to ensure that any material or information identified by either party to be confidential or that should reasonably be understood to be confidential, given its nature and the circumstances of disclosure (��Confidential Information��), which the other party has possession or knowledge of in connection with this Agreement, will not be disclosed to others, in whole or in part, without the prior written permission of the other party. Neither party will have the obligation to maintain the confidentiality of any data or information which i) was in the receiving party��s lawful possession prior to receipt from the other party, (ii) is later lawfully obtained by the receiving party from a third party having no obligation of secrecy or confidentiality with respect thereto, (iii) is available to the public through no act or failure of the receiving party, (iv) is readily available in the public domain, or (v) is independently developed by the receiving party without reference to confidential information of the other party. The receiving party will immediately return or destroy any or all Confidential Information that has been provided to it by the other party, upon the other party��s request.

 

2. Use of Confidential Information. The Receiving Party agrees to use the Confidential Information solely in connection with the current or contemplated business relationship between the parties and not for any purpose other than as authorized by this Agreement without the prior written consent of an authorized representative of the Disclosing Party. No other right or license, whether expressed or implied, in the Confidential Information is granted to the Receiving Party hereunder. Title to the Confidential Information will remain solely in the Disclosing Party. All use of Confidential Information by the Receiving Party shall be for the benefit of the Disclosing Party and any modifications and improvements thereof by the Receiving Party shall be the sole property of the Disclosing Party. Nothing contained herein is intended to modify the parties' existing agreement that their discussions in furtherance of a potential business relationship are governed by Federal Rule of Evidence 408.

 

3. Term. This Agreement shall remain in effect for a two-year term (subject to a one year extension if the parties are still discussing and considering the Consulting at the end of the second year). Notwithstanding the foregoing, the parties�� duty to hold in confidence.

 

4. Warranty. Each party warrants that it has the right to make the disclosures under this Agreement. NO WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT WHATSOEVER. The parties acknowledge that although they shall each endeavor to include in the Confidential Information all information that they each believe relevant for the purpose of the evaluation of the Consulting, the parties understand that no representation or warranty as to the accuracy or completeness of the Confidential Information is being made by either party as the Disclosing Party. Further, neither party is under any obligation under this Agreement to disclose any Confidential Information it chooses not to disclose. Neither Party hereto shall have any liability to the other party or to the other party��s Representatives resulting from any use of the Confidential Information except with respect to disclosure of such Confidential Information in violation of this Agreement.