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DRAFTED SHAREHOLDER AGREEMENTS SHAREHOLDERS AGREEMENT TEMPLATE BUY UK SHAREHOLDERS AGREEMENT UK SHAREHOLDERS AGREEMENT BUSINESS JOINT VENTURE SHAREHOLDERS AGREEMENT UK COMPANY SHAREHOLDERS' AGREEMENTS

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T he Shareholders A greement. If you are setting up a limited company w ith others one of the many things you should consider is a Shareholder Agreement. This fact sheet looks at w hy you need such an agreement and w hat such an agreement should contain. If you're setting up a limited company w ith others you w ill no doubt all ow n shares in that company and so it's best to have an agreement in place to avoid future misunderstandings and problems in running the business.

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There are a number of reasons to have a shareholders agreement, particularly if your corporation has relatively few shareholders and most or all of them w ork for the company. For example, you may w ant to: keep stock issued by the corporation or sold by a shareholder w ith remaining shareholders as much as possible. Preserve the same percentages of ow nership as much as possible. Require departing employees to sell their stock so that the stock remains w ith those w ho have the greater incentive. Require the corporation to buy shareholders shares if he or she becomes disabled or dies. Give one or more shareholders an option to force the corporation to purchase their shares in certain situations. Shareholders agreements are used because even the smallest business has to operate under the same company rules as much larger ones. In many instances a small limited company is often more like a partnership than a quoted company. Using a shareholders agreement allow s the best of both w orlds. The company can be run as if it w ere a partnership w ith the advantages of limited liability and any other reasons behind forming the company in this w ay in the first place. For plain English advice about company formation or drafting of a Shareholder Agreement contact Coddan CPM or call 44 (0) 207.748.3039 or 0800.081.1510. We supply expert advice in navigating English legal and business systems helping you to register your business or company in England, Scotland, Northern Ireland and/or the Republic of Ireland (iinformation about registering your business: decide on a business structure, register your company, register your trademark). If you have an idea for a business, w e can also assist you in start-up your new business directly in the UK from the ground up. In the UK, you must register your business, w hich w e can do for you. Let us know how w e can help.

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SHAREHOLDERS AGREEMENT. SOME USES OF SHAREHOLDERS' AGREEMENTS:

In a United Kingdom limited liability company it is possible that, in order to obtain some degree of protection of control, the members w ould w ish to bind themselves either to preserve the status quo or to stipulate that should one or more member(s) w ish to w ithdraw from the company, that the other members should have the right to purchase or find purchasers for the shares (i.e. a right of pre-emption of first refusal on the shares), rather than them being sold to an outsider. This particularly important w here the voting strength is heavily unbalanced. If you are setting up a limited company w ith others one of the many things you should consider is a Shareholder Agreement. This factsheet looks at w hy you need such an agreement and w hat such an agreement should contain. If you decide to enter into a business partnership w ith someone you w ould no doubt have a partnership agreement to set out w ho does w hat, w ho is entitled to w hat and so on. But similar rules apply if you are setting up business w ith someone as a limited company. If you're setting up a limited company w ith others you w ill no doubt all ow n shares in that company and so it's best to have an agreement in place to avoid future misunderstandings and problems in running the business. Shareholders agreements are private arrangements betw een the shareholders in a company. They deal w ith the same things often found in partnership agreements. Finding and Using Inform ation on This Page: Shareholders Agreement - Contrast w ith the Articles of Association | Some Advantages of Shareholders' Agreements | Shareholders Agreement - Some Draw backs | Matters Commonly Included in Shareholders' Agreements | Shareholders Agreement - From 35.00 | Shareholders agreements are used because even the smallest business has to operate under the same company rules as much larger ones. In many instances a small limited company is often more like a partnership than a quoted company. Using a shareholders agreement allow s the best of both w orlds. The company can be run as if it w ere a partnership w ith the advantages of limited liability and any other reasons behind forming the company in this w ay in the first place. Solicitors here advise on and supply documentation relating to the relationships betw een shareholders in limited companies and conduct litigation and arbitration arising from disputes betw een them. It is often prudent for shareholders to document the terms of their agreement. This is often done by the insertion of special provisions in the company's articles of association or by a separate agreement ("shareholders' agreement") betw een shareholders or by a combination of the tw o. Shareholders in private limited companies address issues such as restrictions on the transferability of their shares and the absence of a market for sale of those shares, especially if the shareholder is not in a controlling position. A person acquiring shares in a private company w ithout obtaining control w ill prudently seek special protection and rights to safeguard his position. Where the affairs of a company can be demonstrated to have been conducted by the majority shareholders in a manner unfairly prejudicial to the minority shareholders, a right of action for an injunction and damages may be available by w ay of application to the Companies Court. Our solicitors are experienced in Companies Court litigation. Here are some uses of shareholders' agreements: to give to a shareholder rights w hich w ould otherw ise be unenforceable if inserted in the company's Articles - e.g. personal rights (as opposed to rights as a member), such as a right to be appointed as a professional adviser to the company. To regulate the special relationships betw een shareholders w hich have nothing to do w ith the administration of the company - e.g. if one or more shareholders are investing in the company. To protect minority shareholders' rights - e.g. by giving them a pow er of veto w hich they w ould not otherw ise enjoy under Company Law . To preserve confidentiality. Shareholders' agreements, properly structured and funded, are a critical part of any business w ith more than one shareholder. A w ellthought-out agreement provides an orderly w ay to transfer shares in the business and helps keep the business running smoothly in the face of future events such as death, disability or retirement of a shareholder. These agreements generally establish a purchaser for the shares of the deceased or existing shareholder, a formula for determining the purchase price of the shares, and a method for funding the purchase. A venture capitalist w ho does not acquire control w ith his purchase of company stock w ill usually require a shareholders' agreement as a condition of funding. Management that sells a controlling interest in its company's common stock normally insists upon a shareholders' agreement to ensure its continued ability to run the company. Shareholders' agreements can take a variety of forms and can serve a variety of purposes. They are usually in w riting and signed by persons w ho together ow n at least a majority of the outstanding shares of the company's voting stock. Shareholders' agreements enable a minority shareholder to exercise more control over a company that he w ould have otherw ise. (By voting his minority interest in the company's shares, he w ould have no control). A venture capitalist, for example, w ill almost alw ays insist that management agree to vote its shares so that he w ill be ensured a seat on the company's board of directors. Sometimes an investor w ill ask for other types of control as w ell, such as the right to veto certain important financial decisions made by the directors. Shareholders' agreements often contain other provisions affecting management and its relationship w ith its investors. These provisions commonly contain limitations on the manager's ability to sell his shares to outsiders and provide for the disposition of his shares in the event of his death or termination of employment. Shareholders' agreements are also commonly used for estate planning purposes. Management should

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Shareholders agreement. Includes clauses on share transfers, new members and breach - all w ith a plain English explanation. Suitable for use by UK business. Shareholders in privately held companies often perceive their company and its ow nership in context of incorporated partnership w ith pro rate sharing of decision-making, income, obligations and value. As w ith any contract, legal assistance is essential for your ow n protection. Because of different circumstances for each business relationship, a standard or off-the-shelf shareholder agreement w on't be appropriate to your circumstances. You'll have to craft a custom agreement to fit your specific needs and arrangements. An effective agreement can't be prepared w ithout the help of an expert. Suggested Reading

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consider shareholders' agreements carefully. They should have a limited term and, in most cases, should terminate in the event of a public offering of the company's stock or sale of the company. If you have any questions please E-Mail or call us: 033 0808-0089 or +44 (0) 207.935.5171, fax: +44 207.504.3531.

CONTRAST WITH THE ARTICLES OF ASSOCIATION:

The Articles of Association of a company are the rules governing its internal management and administration. The Articles are governed by Company Law and are binding on all the members of the company. A shareholders' agreement is an agreement betw een the members of a private limited company w hich is governed by the normal law of contract. Some matters covered in a shareholders' agreement may equally be incorporated in the Articles of Association - pre-emption rights, for example. How ever, bearing in mind that the Articles of Association are open to public inspection, it may be more appropriate in some circumstances to deal w ith matters in a shareholders' agreement for reasons of confidentiality. Care must be taken in drafting to ensure that the true effect of the provision of a shareholders' agreement is not to alter or amend the Articles of Association. A shareholders' agreement w hich does so must be registered at Companies House in the same w ay as a resolution to amend or alter the Articles, thus forfeiting the advantage of confidentiality. It is common for the company itself to be a party to a shareholders' agreement both to ensure that it is bound by obligations w hich might otherw ise have appeared in the Articles of Association and to oblige the directors indirectly to give effect to the obligations in it.

SOME ADVANTAGES OF SHAREHOLDERS' AGREEMENTS:

Here are some uses of shareholders' agreements: confidentiality - provided a shareholders' agreement is draw n carefully so as not to alter or amend the Articles of Association there is NO NEED to file it at Companies House. Can be altered by simple agreement rather than using the formalities of meetings required by companies' legislation. Can be terminated by simple agreement. For small private companies shareholder agreements offer a valuable addition to the constitutional regime embodied in the memorandum and articles of association. They have the advantage of relative privacy and cannot (in the absence of provision to the contrary) be modified w ithout unanimous agreement. The value of such agreements w as made apparent in Russell v Northern Bank Development Corp Ltd [1992] BCC 578; [1992] 1 WLR 588 w here the House of Lords held that such an agreement, although incapable of fettering the statutory entitlement of a company to increase its share capital, could place curbs on the manner in w hich members exercised their voting rights w ithin the company w hen exercising a vote on a capital increase. The practical utility of such an agreement thus received support from the highest court in the land. The interpretation of a shareholders' agreement w as at the fore of the litigation in Euro Brokers Holdings Ltd v Monecor (London) Ltd [2003] BCC 573; [2003] EWCA Civ 105. This case concerned the enforceability of a provision in a shareholders' agreement, made in the context of a joint venture company, requiring a member to sell its shares to the other member in defined circumstances. That question turned on w hether the triggering event (a purported board decision) w as valid or w hether it could be regarded as valid by applying the Duomatic principle (Re Duomatic Ltd [1969] 2 Ch 365) of informal shareholder assent. Both the judge at first instance (Leslie Kosmin QC) and the Court of Appeal (Pill, Waller and Mummery L.JJ.) agreed that this pragmatic common law principle could operate in the context of a shareholder agreement.

SOME DRAWBACKS:
There may be complications w hen a member w ho is signatory to a shareholders' agreement transfers shares: the new member MUST agree to be bound by the shareholders' agreement and the old member released from it - this can be easily overlooked. Shareholders' agreements can become unw ieldy if the number of shareholders increases substantially. All business partnerships start out w ith good intentions. They vary in form but they have one thing in common - the capacity to go horribly w rong. Disputes can arise betw een shareholders for many reasons; over business strategy, composition of the board, succession planning and w orkloads, to name but a few . Shareholder agreements are supposed to take account of such eventualities but w ho can foresee everything? "More often than not there is more of the human element to these disputes," says John Reynolds, head of litigation at London law firm McDermott Will & Emery. "Shareholder agreements have basic provisions for areas of possible disputes but often fail to take into account the fact that people change and, as a result, find they have very different ideas about how to move the business on. When you are dealing w ith disputes betw een individuals as shareholders, emotions run high." Family businesses are no more prone to faulty shareholder agreements than any other business, he says but the effects of a falling out can be devastating. "A family business requires the same elements of a shareholder agreement as any other company. It may be far less palatable to contemplate that you w ill have a mass fall-out w ith your father or your brother but it does happen," says Mr Reynolds. One classic problem w ith shareholder agreements that everyone should tackle is the issue of share value w hen a shareholder w ishes to exit, says Tong Bogod, a partner at BDO Stoy Hayw ard, the accountancy firm. He also cites the issue of minority discount and the fact that many people do not realise that ow ing 20 per cent of a private company w orth 1m does not mean their share is w orth 200,000 if they w ish to leave. David Gallagher launched Prime Time Recruitment in 1992. Initially it comprised himself and a non-executive chairman, follow ed by several more investors and, to date, a total of 16 shareholders. "We lost a couple of shareholders early on because they felt they w ere doing more than some of the other shareholders. They w ere w rong; they simply w eren't seeing the full picture across the board." As the business grew , Mr Gallagher needed to bring in senior executives, w ho w anted to have equity or a salary package plus share options. "This w as something w e had planned for w hen w e drew up the shareholder agreement and w e had put some equity to one side: 2.5 per cent of the 3I's [the venture capitalist involved in the business] equity and 2.5 per cent of management equity. Even so, some of the board members saw this as a diluting of shareholder value." He argues that the value that new executives bring to a company can increase its value to shareholders. Further problems loomed w hen the buy-out valuation clause of the shareholder agreement w as enacted. It set out that shareholders a level dow n from the main board w ould receive an amount

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decreed by a set formula, involving multiples of share value, w hile for members of the main board the calculation w as done by an external assessor. As a result the departing board member gained little value. Although w e are likely to see an increase in insolvency litigation in company cases over the next few years it must be remembered that a significant percentage of company cases coming before the courts involve internecine disputes centred on solvent businesses. Litigation featuring unfair prejudice petitions pursuant to section 459 of the Companies Act 1985 continues to flow through the courts at a steady rate. Having said that, much of the new case law merely applies principles that are w ell established. Occasionally a novel application arises. It is impossible to define w ith precision w hat is meant by unfair prejudice. It now seems clear that w e are concerned w ith inequitable behaviour rather than conduct w hich in common parlance might be said to be unfair (see the comments of Jonathan Parker J. in Re Guidezone Ltd [2000] 2 B.C.L.C. 321 at 355-356. As a test it mutates according to the type of company involved. In Brow nlow v. GH Marshall [2000] 2 B.C.L.C 321 it w as emphasised that w hat might be fair in a purely commercial setting might not be so regarded w here the company had a strong "family" flavour. It is now established that exclusion from management may be sufficient grounds for a successful petition - thus in Richards v. Lundy [1999] B.C.C. 786 the removal from office of a director w ith a 10 per cent shareholding w as sufficient to justify a section 459 petition even though he had made no substantial financial contribution to the business; that did not necessarily exclude the notion that the company had been incorporated w ith a quasi partnership in mind under w hich all participators w ould take part in management. The law is so firmly entrenched here that it is hardly surprising that the Law Commission felt that there should be a rebuttable presumption of unfair prejudice in such exclusion situations. Inappropriate behaviour by a controller is equally likely to found the basis of a successful petition. In Re Regional Airports Ltd [1999] 2 B.C.L.C. 30 Hart J indicated that self serving behaviour on the part of a controlling shareholder w hich w as designed to further his ulterior interests rather than to benefit the company could justify a conclusion of unfair prejudice. The most contentious issue concerns the enforcement of participators "legitimate expectations". The House of Lords took a strict view in O'Neill v. Phillips [1999] 1 W.L.R. 1092 and w as clearly reluctant to allow the concept to be exploited as extensively as it had been previously (see Palmer's In Company 07/99). On the other hand, the Scottish courts continue to support petitions founded upon this ground. In Anderson v. Hogg 2000 SLT 634 the Court of Session (Outer House) indicated that legitimate expectations could exist outside the parameters of the articles of association and the court should consider w hether the parties had been w orking together informally in a w ay not anticipated by the formal constitution. In its latest pronouncement on the subject the Company Law Review (see Completing the Structure URN 00/1335) refused to recommend the statutory reversal of O'Neill v. Phillips (supra) in spite of significant pressure to do so. Not all petitions under section 459 succeed. Indeed the likelihood is that in the future this failure rate w ill increase. This is a predictable consequence of w hat appears to be a less sympathetic approach tow ards such petitions on the part of the courts. One cannot but hope that improved case management techniques now at the disposal of the courts w ill w eed out the more unpromising petitions at an early stage. Where an unfair prejudice claim has been established, notw ithstanding the guidance offered by section 461 the court enjoys complete discretion as to remedial action. Normally a share buyout w ill be the preferred option. The court here enjoys great freedom of manoeuvre in determining the most appropriate valuation date for the petitioners shares. In Richards v. Lundy (supra) the date of judgment w as identified as the appropriate time for valuation. For example, in Profinance Trust SA v. Gladstone [2000] 2 B.C.L.C. 516 the starting point for a complex valuation case w as taken to be the deemed value of the shares at the date of the petition. A similar and flexible approach to valuation w as adopted by Pumphrey J. in Re Eurofinance Group Ltd, The Times, July 4, 2000 w here the circumstances of the case dictated that the company be valued on a going concern basis rather than solely by reference to its assets. Although the buyout is the usual outcome of a successful section 459 petition the respondents can be ordered to sell out to the petitioner (for the relevant principles to be applied in this much more difficult situation see the judgment of Jacob J. in Re Planet Organic Ltd [2000] 1 B.C.L.C. 366). The discretion enjoyed by the court in remedial matters extends to offering no relief at all if none is suitable or feasible (see the discussion in West v. Blanchet [2001] 1 B.C.L.C. 795 w here the petition w as struck out and the point w as made that in some instances there may be real financing problems encountered if one 50 per cent shareholder w as ordered to buy out or indeed sell out to the petitioner). The w inding up remedy is available as a last resort but the courts are reluctant to grant this remedy. Thus in Fuller v. Cyracuse Ltd [2001] 1 B.C.L.C. 187 the High Court indicated that it w as an abuse of process for a minority shareholder to persist w ith a w inding up petition on the just and equitable ground w hen he had been offered a buyout at a price fixed by an independent valuer. In such circumstances there w as another remedy available to the petitioner w ithin the meaning of section 125(2) of the Insolvency Act 1986 and as it w as unreasonable for this not to be used the court should strike out the petition. Another good indication of that restrictive attitude to the w inding up remedy is manifested in the judgment of Jonathan Parker J. Re Guidezone Ltd [2000] 2 B.C.L.C. 321 w here the point w as made that unless there w as a sufficient degree of unfairness to found a successful section 459 petition then a w inding up could not be just and equitable for the purposes of section 122(1)(g). This pronouncement once again show s a divergence of opinion from that taken in the Scottish court of Session (Inner House) in Jesner v. Jarrad Properties Ltd [1992] B.C.C. 807 (w hich w as not referred to by Jonathan Parker J.). Its effect w ill be to remove from the w inding up remedy one of its last remaining aspects of utility. Thus the section 459 jurisdiction now appears to have gained complete dominance in English law . Shareholder actions at common continue to be few and far betw een (for a rare successful derivative action see Knight v. Frost [1999] 1 B.C.L.C 364). How ever the pronouncement of the House of Lords in Johnson v. Gore Wood & Co. [2001] 2 W.L.R. 72 may encourage an increase in such claims. Here it w as held that although in general a shareholder cannot sue for loss of shareholding value, w here that loss merely reflected an injury done to the company, if the loss suffered by the shareholder could be characterised as truly independent them the action can proceed. Looking at the position in Scotland the court in Anderson v. Hogg (supra) w as at pains to stress that shareholders may enjoy protection at common law or under the inherent jurisdiction of the court and outside the parameters of section 459. It remains to be seen how this possibility w ill develop in Scotland. The issue of funding the action is still a major obstacle. Cases w here an indemnity from the company might be available are few and far betw een. Thus, in Halle v. Trax BW Ltd [2000] B.C.C 1020, such an indemnity from the company w as deemed to be inappropriate in a dispute involving 50/50 shareholders. How ever, the possibility of an indemnity is not purely hypothetical. In a test case the courts might offer one, as the analogue insurance company case of Re Axa Equity and Law Life Assurance Society plc, The Times, December 19, 2000 show s. Here Evans-Lombe J. granted

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a pre-emtive costs order in favour of a policyholder w ho w as performing a service by bringing a test case to clarify the effect of a proposed scheme of reorganisation. Looking to the future there are likely to be sufficient changes recommended in the final report of the Company Law Review project. On the basis of indications in Completing the Structure (URN 00/1335) the statutory derivation action seems on the cards and the other Law Commission Report No. 246 proposals on Shareholder Remedies (particularly those w ith regard to section 459 petitions) are likely to receive strong support.

MATTERS COMMONLY INCLUDED IN SHAREHOLDERS' AGREEMENTS:

Provisions covering initial funding and further financing of the company. Warranties and indemnities from existing shareholders to a new shareholder/investor. The appointment of auditors and bankers. Provisions governing the application of funds invested - perhaps by reference to an agreed business plan. Provisions governing any personal guarantees given by a shareholder to third parties dealing w ith the company. Dividend policies. Rights of first refusal in the event of a shareholder w ishing to transfer his or her shares (pre-emption rights). Compulsory transfer or option arrangements. Covenants not to compete w ith the company nor to solicit its customers, suppliers, officers or employees. Undertakings of confidentiality. Provisions for protection of minority shareholders (e.g. rights of veto). Mechanisms for dealing w ith deadlock (for a 50/50 joint venture company). This is not an exhaustive list. Shareholders' agreements range from the extremely simple to the extremely complicated, covering situations such as participation by shareholders in partnership or joint venture companies and investment by venture capitalists. Most venture capitalists w ill have their ow n preferred forms of shareholders' agreement and Articles of Association depending on the terms and structure of their investment.

SHAREHOLDERS AGREEMENT - FROM 35.00:

A shareholders agreement sets out the relationship of the parties to the agreement, their share of the company, how the business w ill be run and w hat happens if difficulties arise. The document outlines the structure of the company, how it w ill be financed, w ho is on the board, w hat you can and cannot do w ith shares, w hat happens to the profits, protection of minority shareholders, w hat happens to the company if there is stalemate, how the venture can be terminated and w hat the business and shareholders are allow ed to do. If you have any questions about the Shareholder Agreement then please E-Mail or call us: 033 0808-0089 or +44 (0) 207.935.5171, fax: +44 207.504.3531. Our Shareholders Agreement can be used w here tw o or more parties w ish to carry on business together as a limited company and w ish to regulate the relationship betw een shareholders and determine actions in the event of deadlock. It is suitable for a group of shareholders w orking together w ho w ish to arrange for particular management decisions (relating to the structure of the company) to be taken unanimously and allow s each shareholder to appoint one director. You can insert the names and details of the parties involved, and the w izard w ill format the document accordingly.

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C opyright 1 9 9 3 - 2 0 1 2 . A ll rights res erved. T he logo and the C oddan c ompany brand are regis tered trademarks of C oddan C P M L td. C oddan C P M L td is a private limited c ompany regis tered in E ngland, whos e regis tered number is 0 5 3 7 0 2 9 6 , and whos e regis tered offic e addres s is 1 2 4 Baker s treet, L ondon W1 U 6 T Y , V A T regis tered number is 8 6 4 1 4 2 5 2 7 . C oddan C P M L td is c ommitted to res pec ting the data whic h we hold on you. Y our details are proc es s ed and kept s ec urely in ac c ordanc e with the D ata P rotec tion A c t 1 9 9 8 , D T A regis tration number is P Z9 2 6 5 7 9 9 . T he c ontent of this s ite is protec ted under applic able c opyright and trademark laws . P ers onal us e of material is permitted for res earc h and/or information purpos es only. L imited c ompany formation and s mall bus ines s s tart- up advic e - we are offering c ompanies regis trations in E ngland, Wales , Sc otland, N orthern I reland, Republic of I reland, U SA and offs hore juris dic tions . O ur s imple and c os t- effec tive bus ines s s tarting- up s ervic e has various pac kages available to s uit all needs . E xpert advic e and c os t effic ient bus ines s regis tration s ervic es to as s is t c ompanies with their s tatutory obligations , inc luding bus ines s adminis tration, bookkeeping, ac c ounting and annual ac c ounting and annual return preparation. We c an als o help you to introduc e and arrange a bus ines s bank ac c ount in the U nited Kingdom, Republic of I reland, C yprus , G ibraltar and in many other offs hore c ountries . A ll c ontent within this s ite, inc luding, but not limited to text, s oftware, graphic s , logos , ic ons and images are the property of the C oddan C P M L td. E xc ept as provided herein, no portion of the materials on thes e pages may be reprinted or republis hed in any form without the expres s written permis s ion of C oddan C P M L td. P ermis s ion is granted to print c opies of informational artic les for your own us e and review, provided that s ourc e attributions and c opyright notic es are maintained. A ll of the information c ontained on this web s ite is not meant to be advic e, nor s hould it be followed. T he information on this s ite pertains to U K law only and is offered as a public s ervic e. I t is not intended to give legal advic e about a s pec ific legal problem, nor does it c reate an attorney- c lient relations hip. D ue to the importanc e of the individual fac ts of every c as e, the generalizations we make may not nec es s arily be applic able to any partic ular c as e. C hanges in the law c ould at any time make parts of this web s ite obs olete. C oddan does not repres ent nor warrant the ac c urac y of any of the information c ontained herein, nor s hould it be relied upon. D ue to the introduc tion of the A nti M oney L aundering Regulations 2 0 0 7 it is now a legal requirement that all trus ts and c ompany s ervic e providers are M L R regis tered. C oddan C P M L imited has been granted an M L R Regis tration N umber 1 2 2 9 8 9 2 7 . T his means that we have pas s ed the fit and proper tes t and s uc c es s fully applied for and rec eived c onfirmation from H M C us toms and E xc is e. P leas e be aware that any formation agent operating without being M L R regis tered is not c omplying with the L aw. We would s trongly advis e you to as k for an M L R number prior to proc es s ing a formation through any agent. I n the event of C ompanies H ous e rejec ting an applic ation or s ubmis s ion you will have three days to re- s ubmit the applic ation with appropriate c orrec tions at no extra c harge. We res erve the right to c anc el the c ontrac t between us if one or more of the goods or s ervic es that you ordered were lis ted at an inc orrec t pric e due to a typographic al error or an error in the pric ing information rec eived by us from our s upplier. I f we do c anc el your order for this reas on, we will notify you by email and will c redit your ac c ount with any s um deduc ted by us from your c redit c ard as s oon as pos s ible but in any event within 3 0 days of your order. We will not be obliged to offer any additional c ompens ation for dis appointment s uffered. P roduc ts are delivered us ing Royal M ail rec orded delivery pos t, or e- mail (as appropriate), unles s otherwis e s tated. Where you reques t an alternative method of delivery, you mus t meet thos e c os ts . Servic es are provided us ing reas onable s kill and c are. P roduc ts and s ervic es will be provided in ac c ordanc e with the times c ales s et out in the C ons umer P rotec tion (D is tanc e Selling) Regulations 2 0 0 0 unles s otherwis e agreed with you. Webs ite L as t U pdated: 4 /1 8 /2 0 1 2

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