SERVICES AGREEMENT

This Services Agreement (the "Agreement") is entered into as of 1 March 2024 between:

(1)  PINNACLE TECHNOLOGY SOLUTIONS LIMITED, a company incorporated in England and Wales
     with registered number 09847231 and whose registered office is at 12 Finsbury Square,
     London, EC2A 1AB (the "Supplier"); and

(2)  HARTWELL FINANCIAL SERVICES PLC, a company incorporated in England and Wales with
     registered number 04312876 and whose registered office is at One Canada Square,
     Canary Wharf, London, E14 5AB (the "Client").

BACKGROUND

(A)  The Supplier carries on the business of providing software development, consultancy
     and managed technology services.

(B)  The Client wishes to engage the Supplier to provide the Services on the terms and
     conditions set out in this Agreement.

IT IS AGREED as follows:

1.   Definitions and interpretation

1.1  In this Agreement, the following terms shall have the meanings set out below:

     "Affiliate" means any entity that directly or indirectly controls, is controlled by,
     or is under common control with a party, where "control" means the ownership of more
     than fifty percent (50%) of the voting securities or other ownership interests of
     an entity or the power to direct or cause the direction of the management and policies
     of an entity.

     "Authorised Users" means the employees, agents and independent contractors of the
     Client who are authorised by the Client to access and use the Services in accordance
     with the terms of this Agreement.

     "Business Day" means any day other than a Saturday, Sunday or public holiday in
     England and Wales on which banks in London are open for business.

     "Commencement Date" means 1 April 2024.

     "Confidential Information" means any information disclosed by one party (the
     "Disclosing Party") to the other party (the "Receiving Party"), whether orally or in
     writing, that is designated as confidential or that reasonably should be understood
     to be confidential given the nature of the information and the circumstances of
     disclosure, including without limitation business plans, financial information,
     technical data, trade secrets, software, product plans, customer lists and
     marketing strategies.

     "Data Protection Legislation" means the UK General Data Protection Regulation as
     it forms part of the law of England and Wales, Scotland and Northern Ireland by
     virtue of section 3 of the European Union (Withdrawal) Act 2018, as amended from
     time to time (the "UK GDPR"), the Data Protection Act 2018, and all other applicable
     laws and regulations relating to the processing of personal data and privacy.

     "Fees" means the fees payable by the Client to the Supplier as set out in Schedule 2
     (Fees and Payment Terms), as may be amended by agreement of the parties in writing
     from time to time.

     "Intellectual Property Rights" means all patents, utility models, rights to
     inventions, copyright and neighbouring and related rights, moral rights, trade marks
     and service marks, business names and domain names, rights in get-up and trade dress,
     goodwill and the right to sue for passing off or unfair competition, rights in
     designs, rights in computer software, database rights, rights to use and protect the
     confidentiality of confidential information (including know-how and trade secrets),
     and all other intellectual property rights, in each case whether registered or
     unregistered and including all applications and rights to apply for and be granted,
     renewals or extensions of, and rights to claim priority from, such rights and all
     similar or equivalent rights or forms of protection which subsist or will subsist now
     or in the future in any part of the world.

     "Services" means the services to be provided by the Supplier to the Client as more
     particularly described in Schedule 1 (Services Description), together with any
     additional services agreed in writing between the parties from time to time.

     "Service Levels" means the performance standards and service level commitments set
     out in Schedule 3 (Service Levels), as may be updated by agreement of the parties
     in writing from time to time.

     "Term" means the period commencing on the Commencement Date and continuing until
     terminated in accordance with clause 6 of this Agreement.

1.2  In this Agreement, unless the context otherwise requires:

     (a)  references to clauses, schedules and paragraphs are to clauses of, schedules to
          and paragraphs of this Agreement;

     (b)  the singular includes the plural and vice versa and words importing any gender
          include all other genders;

     (c)  a reference to a statute or statutory provision includes any subordinate
          legislation made under that statute or statutory provision and includes any
          modification, amendment, extension, consolidation or re-enactment of it in
          force from time to time;

     (d)  a reference to a "person" includes any individual, company, partnership,
          joint venture, association, corporation, unincorporated association, trust,
          government body or any other entity, whether or not having separate legal
          personality;

     (e)  any phrase introduced by the terms "including", "include", "in particular" or
          any similar expression shall be construed as illustrative and shall not limit
          the sense of the words preceding those terms.

2.   Services

2.1  With effect from the Commencement Date and throughout the Term, the Supplier shall
     provide the Services to the Client in accordance with the terms of this Agreement,
     the Service Levels and any applicable Statement of Work agreed between the parties.

2.2  The Supplier shall provide the Services with reasonable care and skill and in
     accordance with good industry practice applicable to the provision of services of a
     similar nature to the Services.

2.3  The Supplier shall procure that sufficient personnel with appropriate qualifications,
     skills and experience are assigned to the performance of the Services, and shall use
     reasonable endeavours to ensure continuity of key personnel. The Supplier shall
     notify the Client as soon as reasonably practicable of any significant changes to
     the key personnel assigned to the Services.

2.4  The Supplier shall comply with all applicable laws and regulations in the performance
     of the Services, including without limitation the Data Protection Legislation where
     applicable to the processing of personal data in connection with the Services.

2.5  The Client shall:

     (a)  provide the Supplier with such information, materials, access and cooperation
          as the Supplier reasonably requires in order to perform the Services;

     (b)  ensure that all information provided to the Supplier is accurate, complete and
          not misleading in any material respect;

     (c)  be responsible for the acts and omissions of the Authorised Users in relation
          to the Services and for ensuring that the Authorised Users comply with the
          terms of this Agreement; and

     (d)  promptly notify the Supplier of any changes in the Client's requirements that
          may affect the provision of the Services.

2.6  The Supplier shall not be responsible for any failure or delay in the performance of
     the Services to the extent that such failure or delay arises from the Client's failure
     to comply with its obligations under clause 2.5 above.

2.7  The parties may agree additional services by way of a Statement of Work in the form
     set out in Schedule 4, executed by authorised representatives of each party. Each
     Statement of Work shall form part of and be governed by this Agreement. In the event
     of any conflict or inconsistency between a Statement of Work and this Agreement, the
     terms of this Agreement shall prevail unless the Statement of Work expressly
     provides otherwise.

3.   Fees and payment

3.1  In consideration of the provision of the Services, the Client shall pay the Fees to
     the Supplier in accordance with the payment terms set out in this clause 3 and in
     Schedule 2.

3.2  The Supplier shall submit invoices to the Client monthly in arrears (or at such other
     intervals as agreed in Schedule 2), setting out in reasonable detail the Services
     performed and the Fees payable in respect of that period.

3.3  The Client shall pay each undisputed invoice within thirty (30) days of the date of
     receipt (the "Payment Due Date").

3.4  If the Client fails to pay any invoice by the Payment Due Date, the Supplier may,
     without prejudice to any other right or remedy it may have:

     (a)  charge interest on the overdue amount at the rate of four percent (4%) per
          annum above the base rate of the Bank of England from time to time, accruing
          daily from the Payment Due Date until the date of actual payment, whether before
          or after judgment; and

     (b)  after giving the Client not less than fifteen (15) Business Days' written notice,
          suspend the provision of the Services until payment in full is received.

3.5  All Fees quoted and payable under this Agreement are exclusive of value added tax
     (VAT) or any other applicable sales or goods and services taxes, which shall be
     payable by the Client in addition to the Fees at the rate and in the manner
     prescribed by law from time to time.

3.6  If the Client disputes in good faith any element of an invoice, the Client shall:

     (a)  pay the undisputed portion of such invoice by the Payment Due Date;

     (b)  notify the Supplier in writing of the grounds for the dispute within ten (10)
          Business Days of receipt of the invoice; and

     (c)  co-operate in good faith with the Supplier to resolve the dispute expeditiously.

3.7  The Supplier shall be entitled to review and increase the Fees annually on each
     anniversary of the Commencement Date by giving the Client not less than sixty (60)
     days' prior written notice, provided that any such increase shall not exceed the
     greater of (i) five percent (5%) or (ii) the percentage increase in the UK Consumer
     Price Index over the relevant twelve-month period.

4.   Confidentiality

4.1  Each party undertakes to keep confidential and not to disclose to any third party
     any Confidential Information of the other party without the prior written consent of
     the Disclosing Party, except as expressly permitted by this clause 4.

4.2  Each party may disclose the other party's Confidential Information:

     (a)  to its employees, officers, directors, Affiliates, agents or professional
          advisers who have a need to know the Confidential Information for the purposes
          of this Agreement, provided that such persons are bound by obligations of
          confidentiality no less onerous than those set out in this clause 4; and

     (b)  to the extent required by applicable law, any governmental or regulatory
          authority or any court or other tribunal of competent jurisdiction, provided
          that (where permitted by law) the Receiving Party gives the Disclosing Party
          as much prior written notice as reasonably practicable and cooperates with the
          Disclosing Party in seeking any available protective order or equivalent relief.

4.3  The obligations of confidentiality in clause 4.1 shall not apply to information that:

     (a)  is or becomes generally available to the public other than as a result of any
          breach of this Agreement;

     (b)  was already known to the Receiving Party prior to disclosure by the Disclosing
          Party, as evidenced by written records predating such disclosure;

     (c)  is received by the Receiving Party from a third party who is not under any
          obligation of confidentiality in relation to such information; or

     (d)  is independently developed by the Receiving Party without use of or reference
          to the Disclosing Party's Confidential Information.

4.4  Each party shall take all reasonable steps to protect the other party's Confidential
     Information and prevent its unauthorised use or disclosure, applying at minimum the
     same degree of care as it applies to its own confidential information of similar
     importance but in no circumstances less than a reasonable standard of care.

4.5  The provisions of this clause 4 shall survive the expiry or termination of this
     Agreement for a period of five (5) years.

5.   Limitation of liability

5.1  Nothing in this Agreement shall limit or exclude either party's liability for:

     (a)  death or personal injury caused by its negligence or the negligence of its
          employees, agents or subcontractors;

     (b)  fraud or fraudulent misrepresentation; or

     (c)  any other liability that cannot be limited or excluded as a matter of English law.

5.2  Subject to clause 5.1, neither party shall be liable to the other under or in
     connection with this Agreement, whether in contract, tort (including negligence),
     breach of statutory duty or otherwise, for any:

     (a)  loss of profits, revenue or income;

     (b)  loss of business or contracts;

     (c)  loss of anticipated savings;

     (d)  loss of goodwill or reputation;

     (e)  loss or corruption of data or information; or

     (f)  any indirect or consequential loss,

     in each case whether or not such losses were foreseeable and whether or not a party
     had been advised of the possibility of such losses.

5.3  Subject to clauses 5.1 and 5.2, each party's total aggregate liability to the other
     under or in connection with this Agreement, whether arising in contract, tort
     (including negligence), breach of statutory duty or otherwise, shall not exceed an
     amount equal to one hundred and twenty percent (120%) of the total Fees paid or
     payable by the Client to the Supplier during the twelve (12) month period immediately
     preceding the event giving rise to the claim.

5.4  In no event shall the Supplier's liability for any claims arising in connection with
     this Agreement exceed, in the aggregate, the amount specified in clause 5.3 above.
     The existence of more than one claim shall not enlarge or extend this limit.

5.5  The Client acknowledges that the Fees have been calculated on the basis of, and
     reflect, the allocation of risk set out in this clause 5, and that the Supplier would
     not have entered into this Agreement on the same terms in the absence of such
     allocation.

6.   Term and termination

6.1  This Agreement shall commence on the Commencement Date and shall continue for an
     initial period of two (2) years (the "Initial Term"), unless terminated earlier in
     accordance with this clause 6.

6.2  Following the expiry of the Initial Term, this Agreement shall automatically renew
     for successive periods of one (1) year each (each a "Renewal Term"), unless either
     party gives the other party not less than ninety (90) days' written notice prior to
     the expiry of the then-current Initial Term or Renewal Term (as applicable).

6.3  Either party may terminate this Agreement with immediate effect by giving written
     notice to the other party if:

     (a)  the other party commits a material breach of any term of this Agreement and
          (where such breach is capable of remedy) fails to remedy such breach within
          thirty (30) days of being given written notice specifying the breach and
          requiring it to be remedied;

     (b)  the other party becomes insolvent or is unable to pay its debts as they fall
          due within the meaning of section 123 of the Insolvency Act 1986, enters
          administration, is wound up (voluntarily or by order of a court) or has a
          receiver or administrator appointed over any of its assets; or

     (c)  the other party undergoes a change of control, where "change of control" has
          the meaning given in section 1124 of the Corporation Tax Act 2010.

6.4  The Supplier may terminate this Agreement in accordance with clause 3.4(b) above
     following the Client's failure to pay undisputed Fees in accordance with clause 3.

6.5  On expiry or termination of this Agreement for any reason:

     (a)  the Client shall immediately cease to use the Services and shall promptly
          return to the Supplier or destroy (at the Supplier's election) all Confidential
          Information of the Supplier in its possession or control, subject to any
          retention obligations under applicable law;

     (b)  the Supplier shall promptly return to the Client or destroy (at the Client's
          election) all Confidential Information of the Client in its possession or
          control, subject to any legal or regulatory obligation to retain such information;

     (c)  each party shall pay to the other all sums outstanding and due at the date of
          termination; and

     (d)  any provisions of this Agreement that expressly or by their nature are intended
          to survive termination (including clauses 4, 5, 7 and 8) shall continue in
          full force and effect.

6.6  Termination or expiry of this Agreement shall not affect any rights, remedies,
     obligations or liabilities of the parties that have accrued up to the date of
     termination or expiry.

7.   Governing law and jurisdiction

7.1  This Agreement and any dispute or claim (including non-contractual disputes or
     claims) arising out of or in connection with it or its subject matter or formation
     shall be governed by and construed in accordance with the law of England and Wales.

7.2  Each party irrevocably agrees that the courts of England and Wales shall have
     exclusive jurisdiction to settle any dispute or claim (including non-contractual
     disputes or claims) arising out of or in connection with this Agreement or its
     subject matter or formation.

8.   General

8.1  This Agreement, together with the Schedules and any Statements of Work entered into
     pursuant to clause 2.7, constitutes the entire agreement between the parties in
     relation to its subject matter and supersedes all prior agreements, representations,
     warranties, negotiations and understandings between the parties, whether oral or
     written, relating to the same subject matter.

8.2  Each party acknowledges that, in entering into this Agreement, it does not rely on
     any statement, representation, assurance or warranty (whether made innocently or
     negligently) that is not set out in this Agreement.

8.3  No variation of this Agreement shall be effective unless it is in writing and signed
     by duly authorised representatives of each of the parties.

8.4  No failure or delay by either party in exercising any right, power or remedy under
     this Agreement shall operate as a waiver of that right, power or remedy. A single
     or partial exercise of any right, power or remedy shall not preclude any further or
     other exercise of it or the exercise of any other right, power or remedy.

8.5  If any provision or part-provision of this Agreement is or becomes invalid, illegal
     or unenforceable, it shall be deemed deleted, but that shall not affect the validity
     and enforceability of the rest of this Agreement. If any provision or part-provision
     of this Agreement is deemed deleted, the parties shall negotiate in good faith to
     agree a replacement provision that, to the greatest extent possible, achieves the
     intended commercial result of the original provision.

8.6  This Agreement may be executed in any number of counterparts, each of which when
     executed shall constitute a duplicate original, and all the counterparts shall
     together constitute one agreement.

8.7  Nothing in this Agreement shall constitute or be deemed to constitute a partnership,
     joint venture or agency relationship between the parties. The Supplier is an
     independent contractor and nothing in this Agreement shall be construed as creating
     an employment relationship between the Supplier (or any of its personnel) and the
     Client.

8.8  Neither party may assign, novate or otherwise transfer any of its rights or
     obligations under this Agreement without the prior written consent of the other
     party, such consent not to be unreasonably withheld, conditioned or delayed, except
     that either party may assign this Agreement without consent to an Affiliate or in
     connection with a merger, acquisition or sale of all or substantially all of its
     assets, provided that the assignee assumes all of the assignor's obligations under
     this Agreement.

8.9  Any notice given under or in connection with this Agreement shall be in writing and
     shall be delivered by hand, sent by pre-paid first-class post or other next working
     day delivery service, or sent by email, to the relevant party at the address set out
     at the beginning of this Agreement (or such other address as that party may notify
     to the other in writing from time to time). A notice shall be deemed to have been
     received at the time of delivery if delivered by hand or email, or two (2) Business
     Days after posting if sent by post.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.

Signed for and on behalf of
PINNACLE TECHNOLOGY SOLUTIONS LIMITED:

Signature: ___________________________
Name:      ___________________________
Title:     ___________________________
Date:      ___________________________

Signed for and on behalf of
HARTWELL FINANCIAL SERVICES PLC:

Signature: ___________________________
Name:      ___________________________
Title:     ___________________________
Date:      ___________________________


SCHEDULE 1 — SERVICES DESCRIPTION

1.   Overview of Services

1.1  The Supplier shall provide the following categories of services to the Client during
     the Term (collectively, the "Services"):

     (a)  Software Development Services: bespoke software design, development, testing
          and deployment services as agreed in individual Statements of Work issued
          pursuant to clause 2.7 of the Agreement;

     (b)  Managed Support Services: ongoing second-line and third-line technical support
          for the Client's technology infrastructure, including incident management,
          problem management and change management in accordance with the Service Levels
          set out in Schedule 3; and

     (c)  Consultancy Services: technology advisory and consultancy services to assist
          the Client with its digital transformation programme.

2.   Software development methodology

2.1  The Supplier shall deliver all Software Development Services using an agile
     development methodology, with two-week sprint cycles and regular sprint reviews
     attended by nominated representatives of the Client.

2.2  The Supplier shall maintain a prioritised product backlog in a project management
     tool agreed between the parties, to which the Client shall have full read access
     at all times.

3.   Support service parameters

3.1  The Managed Support Services shall be provided during the following hours:

     (a)  Core Support Hours: 08:00 to 18:00 London time on Business Days; and

     (b)  Out-of-Hours Emergency Support: 24 hours per day, 7 days per week, for
          Priority 1 incidents only as defined in Schedule 3.

3.2  The Supplier shall provide the Client with access to a named account manager who
     shall be the primary point of contact for all service delivery matters.


SCHEDULE 2 — FEES AND PAYMENT TERMS

1.   Software Development Services

1.1  Software Development Services shall be charged at the daily rates set out below,
     based on a standard working day of eight (8) hours:

     (a)  Principal Consultant:     £1,250 per day (exclusive of VAT)
     (b)  Senior Developer:         £950 per day (exclusive of VAT)
     (c)  Mid-Level Developer:      £750 per day (exclusive of VAT)
     (d)  Quality Assurance Lead:   £700 per day (exclusive of VAT)

2.   Managed Support Services

2.1  Managed Support Services shall be charged at a fixed monthly retainer of
     £18,500 per month (exclusive of VAT), covering up to 120 hours of support
     activity per calendar month. Hours in excess of 120 per month shall be charged
     at the applicable daily rates set out in paragraph 1.1 above on a pro-rata basis.

3.   Expenses

3.1  The Client shall reimburse the Supplier for all reasonable and properly documented
     out-of-pocket expenses incurred by the Supplier in the performance of the Services,
     provided that any individual expense item or group of related expenses exceeding
     £500 shall be subject to the Client's prior written approval.
