Framework Agreement for the provision of legal services to the Development Bank of Wales

Within this discipline legal advice and services may be required in relation to, but not restricted to: - advice on new and existing FCA permissions for DBW, this includes but is not limited to: -CASS compliance -CCA compliance - proactive advice, guidance and updates regarding new legislation and case law which may affect DBW’s activities and documentation.

Within this discipline legal advice may be required in relation to, but not restricted to: - advice on Limited Partnership Agreements, Discretionary and Non-Discretionary Fund Management Agreements; - advice on fund structures in particular on and off balance sheet; - advice on issues related to establishing potential new funds; - advice on specific events during life of the fund; - fund management procurement advice; - Subsidy Control advice ; - company formation; - shareholder agreements and similar documents; - advice on corporate restructuring; - proactive advice, guidance and updates regarding new legislation and case law which may affect DBW’s activities and documentation.

Within this discipline legal advice and services may be required in relation to, but not restricted to: - advice on all aspects of debt and equity investment, from early-stage pre-revenue businesses to significant development capital and succession transactions, banking and registration together with pre-investment due diligence and ongoing corporate governance advice; - investment structures may include debt only, equity only, or a combination of debt and equity; - drafting, reviewing and advising on commercial contracts of all types, including but not limited to: - Investment Agreements - Articles of Association - Equity Warrants - Executive and non-executive directors’ service contracts - loan and mezzanine funding agreements and associated documents - supply of goods and services - consultancy contracts - business transfer - sale and purchase agreements - joint ventures - grants and other funding agreements; - drafting and registration of Legal Charges over land and property; - drafting, review and (where necessary) registration of security documentation including (but not limited to) debentures, personal and corporate guarantees, chattels mortgages, and assignments of life policies; - drafting and review of intercreditor agreements, deeds of priority, deeds of postponement; deeds of subordination and letters/deeds of variation; - release of security; · litigation related to the exercise of functions by DBW including: - commercial/contractual claims or arbitration - employment tribunals - restructuring related actions and documentation; - proactive advice, guidance and updates regarding new legislation and case law which may affect DBW’s activities and documentation.

Within this discipline legal advice and services may be required in relation to funding for Property Development schemes in North East England, including but not restricted to: - drafting and review of documentation and advice on all aspects of property development investments to construction companies undertaking developing small-scale, commercial and residential property developments, including but not limited to: - Loan agreements and associated documents; - Build Contracts; - Planning consents; - Environmental Reports; - Valuation reports; - Surveyors reports; - Reports on Title; - Step-in rights; - Collateral warranties; - Relevant Insurances; - Pre-sale and pre-let agreements;. - preparing and Legal Charges over land and property, including registration at the Land Registry; - Other filing security documentation, including registration at Companies’ House where necessary at the Land Registry/Companies’ Hous;e. - litigation related to the exercise of functions by DBW including: - commercial/contractual claims or arbitration; - employment tribunals; - restructuring related actions and documentation. - proactive advice, guidance and updates regarding new legislation and case law which may affect DBW’s activities and documentation