We will be acting as the accountants and business advisors for the following entities and individuals:

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1 Letter of engagement On behalf of the directors and staff of Kendons Scott Macdonald Limited we would like to formally welcome you/thank you for your continued support as a client of our Firm. This letter outlines the nature of Kendons Scott Macdonald Limited s involvement in the preparation of financial statements and other advisory services that we will perform for you. These terms remain effective unless terminated or varied by written agreement. This letter supersedes all prior engagement agreements. 1. Scope of our work We will be acting as the accountants and business advisors for the following entities and individuals: In order to fulfil our responsibilities for the entities and individuals listed above, we will attend to the following tasks: Preparation of the management financial statements of the above entities from your reconciled cashbooks, documentation and supporting schedules. If applicable. Preparation of the annual financial statements, and income tax returns for the above entities and individuals, commencing for the period ended 31 March If applicable. Attendance to all taxation matters with the Inland Revenue Department including lodgements, receiving assessments and correspondence and checking thereof. If applicable. Estimation of all taxes payable and advice as to the timing of payments. If applicable. Attendance to company secretarial matters including the preparation of Companies Office annual returns and Annual General Meeting minutes. If applicable. Preparation of fringe benefit tax returns as required. If applicable. Preparation of GST returns as required (we shall also endeavour to reconcile your GST returns to your annual financial statements and advise you of any apparent discrepancy). If applicable. Any other advisory tasks as and when requested by you. If applicable. We are responsible for the compilation of your financial statements from the information provided by you. We are not conducting an audit or review engagement on the accounting records supplied, and are unable to express an audit or review opinion or provide any form of assurance on the financial statements. Accordingly to ensure the reader is aware of the duties performed, and the limitation of our liability, we are required to incorporate in all financial statements prepared by us a disclaimer of liability and compilation report. These are contained in Appendix 1. You acknowledge that the work papers we produce in the course of our work for you, which do not form an integral part of the end product, remain our property. We will store tax records that we hold on your behalf for a period of seven years after the applicable balance date. At the end of that period, unless you request us to forward that information to you, the records will be destroyed using a secure documentation destruction service. 1

2 2. Our authority to act So that we can attend to the taxation matters set out above, you hereby authorise us to add the above named entities and individuals to our agency listing with the Inland Revenue Department, giving us full access to details held by the Department about those entities and individuals. You also authorise us to request information from any organisation including your bank for the purposes of obtaining any information necessary to complete your financial statements or income tax return. You acknowledge that this includes information that would not otherwise be available to us due to Privacy Act 1993 restrictions. With respect to distribution of your financial statements, you hereby authorise us to send your financial statements to you, your banker, solicitor or any other person you may specifically request, including transmission by post, fax or other electronic media. 3. Limitations of our role Our procedures do not include verification or validation procedures and as such are not designed to disclose fraud, material misstatement, defalcations or other irregularities that may occur. This is discussed further in Appendix 1. As a consequence of the New Zealand taxation self-assessment system, we will not be responsible for verifying information supplied to us for the purpose of preparing income tax returns under the terms of this engagement. It is your responsibility to provide us with the information we require, that is accurate, timely and complete. Our address is used by the Inland Revenue Department for service of notices and we are responsible for checking tax assessments. We shall also endeavour to advise the amounts and due dates of tax instalments. However, the responsibility for paying the correct tax and paying on time rests with the taxpayer and not this Firm, as agent. Any penalties arising from lateness, errors, wrong estimates or for any other reason are payable by you as the taxpayer. 4. Conflict of interest and independence We are not presently aware of any conflict of interest which would affect our ability to provide the agreed services to you, in an independent manner. We would advise you if we became aware of any potential conflict of interest, and would resolve the matter with you. 5. Our client team The team member assigned for your work will vary accordingly to the degree of responsibility involved and the experience and skill level required. 6. Fees It is important to have clarity regarding the basis upon which our fees are calculated and our expectations for payment. Our fees are based on the time dedicated by the client team in completing the engagement, plus any direct expenses. Individual hourly rates vary according to the degree of responsibility involved and the experience and skill level required. These rates are available on request.

3 All fee invoices are to be paid on the 20 th of the month following the invoice date. In some instances interim fee invoices will be presented monthly, over the course of the engagement. We reserve the right to charge interest at 1.5% per month, cumulative on any unpaid accounts where a satisfactory arrangement for settlement has not been reached. In the event that our invoice(s) are overdue, we hold the right to suspend the engagement until the invoices are paid and may require payment for future fees in advance or terminate the engagement. In the event we need to take recovery action from you, you will be liable to reimburse us our actual costs of taking that action (e.g. lawyers or debt collection fees); we reserve the right to disclose your name and address to a credit agency to perform a credit reference or to undertake credit management processes if we deem necessary. Neither the amount of our fee nor payment thereof is contingent upon the nature of the findings or issues identified in performing this engagement. Should either party terminate the assignment prior to its completion, we would cease our work and only bill for time costs and disbursements incurred to that point in time. I personally accept responsibility for and guarantee payment in full of fees billed by Kendons Scott Macdonald Limited to me and any other associated entities or parties. 7. Practice review As a chartered accountancy firm, Kendons Scott Macdonald Ltd is subject to regular review by the New Zealand Institute of Chartered Accountants. As part of the review process your client records held by us may be reviewed as part of the audit process. 8. Quality Should any specific concerns regarding quality of work not be resolved to your satisfaction, we request that you contact our Managing Director. 9. Conclusion We look forward to working together with you as your business partner. If you have any questions about the contents of this letter, please contact us. If the services outlined are in accordance with your requirements and if the above terms are acceptable to you, please sign a copy of this letter and return it to this office and retain the other copy for your personal records. Kind regards KENDONS

4 The services and terms set out above are as agreed by all authorised signatories. Authorised Signatory: Name of Signatory: Designation: Date: Authorised Signatory: Name of Signatory: Designation: Date: Authorised Signatory: Name of Signatory: Designation: Date:

5 Appendix 1 Compilation Assignments Our engagement for the compilation of financial statements will comply with the requirements of Service Engagement Standard No. 2 ( SES 2 ) Compilation of Financial Information as required by the New Zealand Institute of Chartered Accountants. (a) (b) (c) (d) (e) (f) (g) The financial information will be prepared in accordance with section 11 of the Financial Reporting Act 1993 for companies or in accordance with Generally Accepted Accounting Practice ( GAAP ) for all other entities and this will be disclosed as part of the financial information. Reporting under GAAP requires us to show a true and fair view. Any known departures from these frameworks will be disclosed within the financial statements (and referred to in our compilation report). We do not accept responsibility for the accuracy and completeness of the accounting records and other information supplied by you to us for the reliability, accuracy and completeness of the financial information compiled on the basis of those records and information. We also do not accept responsibility for the maintenance of adequate accounting records, an adequate internal control structure and the selection and application of appropriate accounting policies within your organisation. In addition you are solely responsible to users of the financial information compiled by us. You agree to review and approve the final financial statements and returns for reasonableness and correctness. You agree to sign off the financial statements and returns as being true and correct statutory records. Our compilation engagement does not include the investigation or discovery of internal control weaknesses, errors, illegal acts or other irregularities, including without limitation fraud, or non-compliance with laws and regulations. We will inform you of any such matters which come to our attention during the course of our engagement. If for any reason we are unable to complete the compilation of your financial information, or we consider the information to be misleading, we may refer to such matters within our compilation report or we determine, at our sole discretion, not to issue a report. We agree for the use and distribution of financial information we have compiled for review by your bankers and prospective bankers, the Inland Revenue Department and for internal purposes. If the intended audience extends beyond those listed above you will inform us immediately. We accept no responsibility to any person, other than you for the contents of the financial statements. No person shall rely on the financial statements without conducting an audit or review engagement. Disclaimer of liability We have compiled the financial statements of for the period ended. A compilation engagement requires us to apply compilation procedures, in accordance with SES-2: Compilation of Financial Information, to compile the financial statements from information which you provide to us. Those compilation procedures do not include the performance of an audit or review in respect of either of the information you provide or the financial statements which are compiled from it. Accordingly, neither we nor any of our employees accept any responsibility for the reliability, accuracy or completeness of the information from which the financial information has been compiled.

6 (h) The financial statements have been prepared at the request of and for the purpose of and are exclusively for your benefit. Neither we nor any of our employees accept any liability of any kind whatsoever, including liability by reason of negligence, to either yourself or any other person for losses incurred as a result of placing reliance on the compiled financial statements. We will issue a compilation report on completion of the engagement and this is currently expected to read as follows: Compilation report to Scope On the basis of information you provided we have compiled, in accordance with Service Engagement Standard No. 2: Compilation of Financial Information, the financial statements of for the period ended as set out on pages to. These have been prepared in accordance with the Financial Reporting Act 1993/ Generally Accepted Accounting Practice described in Note 1 to the financial statements. Responsibilities You are solely responsible for the information contained in the financial statements and have determined that the Financial Reporting Act 1993 or Generally Accepted Accounting Practice used is appropriate to meet your needs and for the purpose that the financial statements were prepared. The financial statements were prepared exclusively for your benefit. We do not accept responsibility to any other person for the contents of the financial statements. No audit or review engagement undertaken A compilation is limited to the collection, classification and summarisation of financial information supplied by the client. A compilation does not involve the verification of that information. We have not carried out an audit or a review assignment on the financial statements and therefore, neither we nor any of our employees accept any responsibility or liability for the accuracy of the information from which the financial statements have been prepared. Further, the financial statements have been prepared at the request of and for the purpose of the client only and neither we nor any of our employees accept any responsibility or liability on any ground whatever, including liability in negligence, to any other person, and any reliance on these financial statements by such a person is entirely the decision, responsibility and at the risk of that person. Independence (if required) We are not independent of because. If you distribute the financial statements [or other report] to any person without attaching to them [that report] our compilation report disclaiming liability, then you will indemnify this firm against all claims, actions, damages, liabilities, costs and expenses (including but not limited to reasonable legal costs and expenses) incurred by this firm and arising out of or in connection with any action, claim or proceeding brought by any third party in connection with the services provided by this.