EFTA01120082.pdf

r October 5. 2015 Mr. Darren K. Indy ke Vice President Southern Trust Company. Inc. 6100 Red Hook Quarter, B3 St. Thomas. USVI 00802 Re: Letter of Agreement Gentlemen: ds corporation ("STC"). has been working Southern Trust Company. Inc.. a Virgin Islan ("EDRS") on a variety of strategic business with Edmond de Rothschild (Suisse) S.A. s nt (this "Agreement") is to set forth the term matters. The purpose of this letter agreeme on the EDR Matters. upon which SIC will continue to work with EDR EDRS as further 1. The Work. WIC shall continue to work with S from time to time while this Agreement specified and agreed to between SR' and EDR remains in effect (the "Work"). the Work, EDRS shall Fees and Expenses. In consideration for than ll be made by EDRS to STC by not later pay STC SI0.000,000. Payment sha ock et ll also reimburse STC for all reasonable out-of-p No% ember 15. 2015. EDIts sha es. . incurred by SIC or STC's officers, employe expenses. excluding travel expenses e of Wor k und er nection with the performanc representatives. agents. or ad\ isors in con ed at Agre eme nt it bein g und erst ood that such out-of-pocket expenses be capp this SI00.000. and all confidential 3. Confidentiality. SIC agrees that any SIC obtains rmation identified as such by EDRS which information or proprietary info held in strictest confidence and will not from EDRS in connection ‘. ith the Work will be lo any person or entity. exce pt for financial, tax. regulators be used by STC or disclosed losees acc oun ting reas ons of STC and its affiliates, except for STC's officers and entp and pt as SR' may r for STC to accomplish the Work, or exce tx ho require the same in orde s of this nece ssar y or app ropr iate in order to accomplish the Work. For purpose deem ll not include information or proprietary information sha Agreement confidential now or tion that is now or here after comes into in the public domain or is informa STC. its to the public generally, information known by hereafter known or available to the or emp loye es or in STC 's or its officers' or employees' possession prior officers tion hereafter losu re of' the sam e to STC in connection with the Work, or informa disc EFTA01120082  acquired by STC, its officers or employees through no wrongful act of STC, its officers or employees or of others who were under confidentiality obligations as to the information so acquired. 4. Disclaimer of Representations Warranties and Guarantees. EDRS hereby acknowledges and agrees as follows: (a) STC (for purposes of this Section 4 and Sections 5 and 6 hereof. the term "STC" being deemed to include all stockholders. directors, officers, employees. representatives, agents, and advisors of. and entities affiliated with. STC) has no authority to, nor shall STC, bind FORS in contract or otherwise, or make any decisions or take any actions whatsoever under this Agreement on behalf of EDRS. and STC is not serving in any fiduciary capacity whatsoever. to. for or on behalf of EDRS. (h) The use by EDRS of any and all information and materials obtained in connection with the Work is at the sole risk of EDRS. and EDRS assumes the full risk and responsibility for any and all actions and decisions taken. or omitted to be taken. by or on behalf of EDRS in connection with the Work and any and all information and materials obtained in connection with the Work. (c) The Work is provided without warranty of any kind, and Sic hereby expressly disclaims all representations. warranties. and guarantees with respect to the Work and any and all information and materials provided by STC. directly or indirectly, in connection therewith. whether express or implied or statutory. including. but not limited to. the implied warranties of merchantability, of satisfactory quality. of fitness for a particular purpose and of accuracy. (d) SIC will not under any circumstances be liable to EDRS for any loss EDRS may incur as a result of any decisions or actions taken, or omitted to be taken. in connection with the Work and any and all information or materials obtained in connection with the Work. (e) In no event shall STC be liable for any injury, or any incidental. special. indirect or consequential damages whatsoever. arising out of or related to the Work or the use or failure to use any information or materials provided in connection with the Work. however caused. regardless of the theory of liability (contract. tort or otherwise). and even if STC has been advised of the possibility of such damages. 5. Indemnification. EDRS hereby agrees to indemnify SIC and ho;J S IT harmless from and against any and all claims, liabilities. losses, damages. costs. fee, and expenses (including. without limitation, reasonable attorneys' fees and disbur.ernents) arising out of, or relating to. or connected with the Work (except for any claim. liability. loss, damage. cost. fee or expense arising out of, or resulting from. am action or failure to act by STC that constitutes fraud, bad faith or willful misconduct on the part of STC). EDRS agrees that the magnitude of the amounts involved in connection with an Work, in and of itself. does not elevate STC's standard of care in any manner whatsoever. Ihe coverage of the indemnification and hold harmless provided for in this 2 EFTA01120083  fees, costs and Section 5 includes, without limitation, claims. liabilities, losses, damages. conne ction with expenses (including reasonable attorneys' fees and disbursements) in any affiliates claims, causes of action or liabilities asserted against SIC by CURS or thereof arising out of. relating to. or connected with, the Work. agrees that in 6. No Investment Advice. FORS acknowledges and tment advisor". as connection with the Work. STC is not acting in any way as an "inves provisions of the such term is defined in and interpreted in accordance with the lgated thereunder. Investment Advisors Act of 1940. as amended, the regulations promu not holding itself and the interpretive releases issued in connection therewith, and STC is ly or indirectly out in any way whatsoever as being engaged in any business which direct s or analyses regarding provides advice, recommendations, publications, writings, report "investment advisor" as any matter or thing which might cause STC to be deemed an no part of the Work such term is so defined. FURS further acknowledges and agrees that whatsoever regarding: constitutes any advice, recommendations, publications, or writings in. purch asing. or selling (a) the value of securities or the advisability of investing investing in securities in securities. (b) the relative advantages or disadvantages of relating to any specific general as compared to other investments: (c) any other matters mana gers. or investment securities or securities in general: (d) the selection of investment of assets to specific classes funds or entities: or (e) the allocation of certain percentages or (I) any other activities or of securities. investment funds, or investment managers:, . matters similar to those set forth in clauses (a) through (e) above 7. Notices. All notices, requests, permissions or other ed or desire to give to the other communications which either party hereto may be requir and sent by (a) first class U.S. party hereto under this Agreement must be in writing sted. with postage prepaid. (b) telecopy. certified or registered mail, return receipt reque I !.s certified or registered mail. return facsimile or email (with a copy sent by first class express mail or courier (for either same receipt requested. with postage prepaid). or (c) communication sent in compliance day or next Business I)ay delivery). A notice or other deemed given and received on (x) the third with the provisions of this Section 7 shall be deposited in the U.S. mail. (y) the date of (3rd) Business Day following the date it is py or email (provided that a copy thereof is confirmed dispatch if sent by facsimile. teleco ed in clause (b) above), or (71 the date it is sent by mail the same day in the manner provid express mail or courier. delivered to the other party's address if sent by other communications to SIC shall be addressed All notices, requests. permissions and to: Southern Trust Company. Inc. 100 Red Hook Quarter. B3 Thomas, USVI 00802 :tile No.: emu, Attention: Darren K. Indyke, Vice President EFTA01120084 All notices. requests. permissio ns and other communications to EDRS shall be addressed to: Edmond de Rothschild (Suisse) S.A. Rue de Hesse 18 1204 Geneve Suisse Attention: Mr. Emmanuel Fie% et. Chief Executive Officer email Either parts hereto may designate another addressee or change its address for notices and other communications hereunder by a noti ce given to the other party hereto in the manner provided in this Section 7. 8. Miscellaneous. This Agreement and any disputes here be governed by. and construed and enforced under shall in accordance with. the laws of the United States Virgin Islands. without application of principles of law that would apply the law of another jurisdiction. Am and all legal proc eedings arising out of or relating to this Agreement may be brought only in the sup erior court or a federal court in the Uni States Virgin Islands. By executing this ted Agreement. the panics hereto (a) acce generally and unconditionalls the jurisdict pt ion and venue of such courts: (b) wai defense of forum non conveniens: I c ve any 1 agree that sen ice of all process in proceeding in any such court ma> be mad any such e b> registered or certified mail, retu requested. to the address of the panies here rn receipt to provided herein: and (d) agree as provided in clause tc1 above is sufficien that. service t to confer personal jurisdiction addressee in any such proceeding in an over the such court. and otherwise con and binding service in every respect. This stitu tes effective Agreement constitutes the enti the parties hereto with respect to the re agreement of subject matter hereof and understandings. agreements or represe supersedes any prior ntation, by or among the respect to such subject matter. This Agre parties hereto vs ith ement may not be amended. or supplemented other than in writ waived. modified ing signed by the parties here (including the rights and obligations to. This Agreement hereunder) shall not be assigna hereto except with the prior ble by either party written consent of the other pans hereto. EFTA01120085 If STC is in agreement with the foregoing. please sign, date and return one copy of this Agreement. Very Truly Yours, EDMOND DE ROTHSCHILD (SUISSE) S.A By: By: Nam Emmanuel Fievet Na to Tobiano Title: Chief Executive Officer Ti e: Chie Financial Officer Agreed to and Accepted this 5th day of October, 2015: SOUTHERN TRUST COMPANY, INC. By: Name: Darren K. Indyke Title: Vice President [Signature Page to teen Agreement between Edmond de Rothschild (suine)S.A. Company, Inc) EFTA01120086