National Pension Service of the Republic of Korea (the “NPS” or “Recipient”) acknowledges and agrees to the following:
Houlihan Lokey’s engagement letter with the Company sets forth that the Reports are to be delivered solely to the Company and prohibits any distribution of the Reports to any other party without Houlihan Lokey’s prior written consent. NPS has requested an opportunity to review the above captioned Reports, which was delivered to the Company, solely for information purposes. Houlihan Lokey’s engagement letter with the Company sets forth that the Reports are to be delivered solely to the Company and prohibits any distribution of the Reports to any other party without our prior written consent. At the Company’s request, Houlihan Lokey has indicated that it will consent to its furnishing of a copy of the Reports to the Recipient solely for the Recipient’s informational purposes only after NPS has agreed to the following:
The Recipient acknowledges that the Reports (a) were prepared solely for, and delivered solely to, the Company and for a purpose (i) unrelated to the transaction that the Recipient may be contemplating with the Company , and (ii) different from the purpose for which the Recipient has requested a copy of the Reports, (b) has not been updated, (c) may not bear a relationship to an opinion as to the present or future value of the Company or its securities or assets, or otherwise, (d) was not prepared to induce the Recipient to enter into any transaction or make any other decision, and (e) is based on and subject to various assumptions, limitations, restrictions and qualifications, some of which are set forth in the Reports and otherwise. The Reports were prepared as of the date indicated therein, and neither Houlihan Lokey nor any of its affiliates or any of their respective directors, officers, shareholders, partners, members, employees or advisors (collectively, “Related Parties”) has any present, continuing or future duty to correct, supplement or update the Reports or any discussions related thereto or any other fact or matter contained therein or related thereto or notify the Recipient of any changes in the matters reflected therein. Neither Houlihan Lokey nor any Related Parties makes any representations or warranties (express or implied) with respect to the Reports, any information contained therein or omission therefrom, the sufficiency of the procedures performed by Houlihan Lokey in connection therewith, or any discussions or other matters related thereto. The Recipient further acknowledges that the Reports may not include all information deemed necessary or relevant for the Recipient’s purposes, and certain findings and information may have been communicated to the Company that are not reflected in the Reports. The Company may have participated in the preparation of the Report, including, without limitation, by reviewing and commenting on prior drafts of the Reports, and such participation may have resulted in the addition, modification, or deletion of information that might be considered material by the Recipient. Accordingly, the Report does not purport to give a complete assessment of all matters to which it refers. Neither Houlihan Lokey nor any Related Parties assumes any express or implied responsibilities, duties or obligations to the Recipient or any other party. The Reports and any discussions related thereto do not constitute advice to the Recipient or any other party, and the Reports and any discussions related thereto may not be relied upon by the Recipient for any purpose. The Recipient agrees that it does not acquire any rights as a result of its access to, or discussions regarding, the Reports or otherwise. The Recipient will make any decisions with respect to the Company or otherwise based on its own investigation and analysis, independent of the contents of the Reports or any discussions related thereto, and will depend on its own assessments and that of its advisors (if desired). The Reports shall not in any way serve as a substitute for the proper inquiries and procedures that the Recipient would (or should) undertake, and/or the judgments the Recipient must (or should) make for the purpose of satisfying itself regarding any matter of interest to the Recipient regarding the Reports. It is the Recipient’s responsibility to determine whether the Reports are adequate for its purposes. Any estimates of value derived from or otherwise utilized in the analyses performed in connection with the Reports or any discussions related thereto may not necessarily reflect the values attributed to the business, securities or assets of the Company or otherwise by potential investors, underwriters or lenders and neither Houlihan Lokey nor any Related Parties has made any attempt to do so. The existence of the Reports and its contents, as well as any other materials prepared or furnished by Houlihan Lokey or any Related Parties, and any discussions related thereto, are confidential, and may not be disclosed, reproduced, disseminated, summarized, quoted from or referred to, in whole or in part (except if compelled by legal process, provided that prompt prior written notice thereof shall be given to Houlihan Lokey so that Houlihan Lokey may seek a protective order or other appropriate remedy, and, if Houlihan Lokey fails to obtain such remedy, the Recipient may disclose only that information which the Recipient’s counsel advises the Recipient is legally compelled to disclose). The Recipient further agrees that the Recipient will not, and will not permit others to, quote or refer to the Reports or any discussions related thereto, any portion, summary or abstract thereof, or to Houlihan Lokey or any Related Parties, in any document filed or distributed in connection with (a) a purchase or sale of securities to which the United States or state securities laws are applicable (“Securities Laws”) or (b) periodic reporting obligations under such Securities Laws. The Recipient will not contend that any provisions of Securities Laws could invalidate any provision of this agreement. Notwithstanding anything to the contrary contained herein, in no event shall the Recipient or any other person or entity use the Reports in connection with any transaction involving the offer, sale or issuance by the Company, any affiliate of the Company or any other party of any equity or debt security. Without limiting the foregoing, the Recipient agrees to ensure that the notice in the form set out in Exhibit A is attached to or is included within any document which contains, refers to, or is derived from the Reports and which identifies Houlihan Lokey or any Related Parties as the source of such information. The Recipient releases Houlihan Lokey and any and all of the Related Parties from and against, and Recipient waives, any and all claims, rights, causes of action, damages, losses, settlements, judgments, costs, expenses and liabilities of any kind that the Recipient has, or hereafter may or shall have, in connection with the Reports, any information contained therein or omission therefrom or any discussions related thereto. The Recipient covenants not to make any claim, or to sue, institute or otherwise participate (except as required by a validly issued court order or subpoena) in any legal proceeding, directly or indirectly against Houlihan Lokey or any Related Parties that relates in any way to the Reports, any information contained therein or omission therefrom, or the Recipient’s access to the Reports or participation in any discussions related thereto, regardless of the legal theory advanced in such claim or proceeding. In the event that Houlihan Lokey or any Related Parties has any discussions with the Recipient or provides further information (whether written or oral) regarding the Reports, the Recipient agrees and acknowledges that, in each case, any such discussions and further information are subject to the same terms and limitations as those specified in this agreement in relation to the Reports; provided that neither Houlihan Lokey nor any Related Parties has any obligation whatsoever (and nothing in this agreement shall be deemed to require Houlihan Lokey or any Related Parties) to have any such discussions and/or to provide further information. The Recipient may not assign, transfer, or delegate any of its rights or obligations hereunder by operation of law or otherwise without the prior written consent of Houlihan Lokey. Any purported assignment, transfer or delegation of rights or obligations in violation of this section is void. If any provision of this agreement is found by a court of competent jurisdiction to be unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed modified to the extent necessary to render it enforceable, preserving to the fullest extent permissible the intent of the parties set forth in this agreement. This agreement constitutes the entire agreement of the parties hereto with respect to its subject matter, and supersedes all other oral or written representations, understandings or agreements relating to such subject matter. This agreement shall be binding on the Recipient’s successors, heirs and assigns. This agreement may not be amended, and no portion hereof may be waived, except in a writing duly executed by the parties hereto. Houlihan Lokey, without prejudice to any rights to judicial relief it may otherwise have, shall be entitled to seek equitable relief, including injunctive relief, in the event of any breach of the provisions of this agreement without the necessity of posting a bond. The Recipient agrees that it will not oppose the granting of such relief on the basis that Houlihan Lokey has an adequate remedy at law. This agreement may be executed in any number of counterparts, each of which will be deemed an original and all of which will constitute one and the same instrument. THIS AGREEMENT AND ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. THE RECIPIENT (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS EQUITY HOLDERS) IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) RELATED TO OR ARISING OUT OF THIS AGREEMENT OR THE REPORTS OR THE MATTERS CONTEMPLATED HEREBY OR THEREBY. ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE HEARD AND DETERMINED EXCLUSIVELY IN ANY FEDERAL OR STATE COURT OF COMPETENT JURISDICTION SITTING IN THE COUNTY OF NEW YORK IN THE STATE OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, TO WHOSE JURISDICTION THE RECIPIENT HEREBY IRREVOCABLY SUBMITS, AND THE RECIPIENT HEREBY IRREVOCABLY WAIVES ANY CLAIM THAT THE RECIPIENT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT OR THAT ANY SUCH ACTION OR PROCEEDING IS BEING BROUGHT IN ANY IMPROPER OR INCONVENIENT FORUM. If the Recipient breaches the foregoing it shall be responsible for, in addition to any other liabilities, the legal fees, court costs and other expenses incurred by Houlihan Lokey and any Related Parties that are associated with such breach. For purposes of this agreement, the “Reports” shall mean Kauffman Astoria Studios and Ardmore & Troy Reports dated April 4, 2023; and Radford Studios Report dated July 31, 2023. For purposes of this agreement, “Houlihan Lokey” shall mean Houlihan Lokey Financial Advisors. For purposes of this agreement, the “Company” shall mean Hackman Capital Partners, LLC.
Notice of Houlihan Lokey Financial Advisors, Inc. (“Houlihan Lokey”)
- Houlihan Lokey has, on certain terms and conditions, provided to NPS (the “Recipient”) confidential work product (including any judgments, findings, conclusions, recommendations, explanations or opinions that it has formed or made in connection therewith) (collectively, the “Work Product”) prepared by Houlihan Lokey for its client(s).
- Houlihan Lokey does not accept or assume responsibility for the Work Product to anyone other than the addressee(s) of the Work Product (the “Addressees”). Houlihan Lokey does not accept or assume responsibility to anyone as a result of provision of the Work Product to NPS or for any information or explanation given to NPS in relation to the Work Product or in connection with the review by NPS of the Work Product.
- The Work Product has been undertaken on agreed terms of engagement, solely for the purposes set out therein, and for no other purpose. The Work Product has not been prepared in contemplation of your interests, requirements or needs, and may not be appropriate or relevant for your purposes. The Work Product should not serve as a substitute for your own proper inquiries and procedures, and may not be relied upon by any person (other than the Addressees) for any purpose.