# Engagement Letter **Sterling & Co. LLP** · Solicitors · Mortimer House · 37–41 Mortimer Street · London W1T 3JH SRA No. 442178 · VAT GB 894 5217 33 **Strictly Private and Confidential** Date: 14 April 2026 Our reference: ZEN/2026/041 — *Acquisition of NimbusLogistics Group Ltd* --- Mr Henrik Vester Group General Counsel **Zenith Holdings plc** 1 Aldwych · London WC2B 4HX Dear Henrik, ## Engagement — proposed acquisition of NimbusLogistics Group Ltd Following our call on 11 April 2026, we are pleased to confirm that Sterling & Co. LLP will act for Zenith Holdings plc ("**Zenith**" or "**you**") in connection with the proposed acquisition of the entire issued share capital of NimbusLogistics Group Ltd ("**NimbusLogistics**" or the "**Target**") from TerraNova Capital Partners IV LP and other selling shareholders (the "**Transaction**"). This letter sets out the terms on which we will provide that advice. It supplements, rather than replaces, our standard Terms of Business (enclosed). ### 1. Scope of work We will advise on: a) the structure of the Transaction, including consideration mix and tax efficiency for the corporate group; b) the negotiation and drafting of the Sale and Purchase Agreement, Disclosure Letter, ancillary documents, and conditions precedent; c) legal due diligence on the Target across corporate, commercial, regulatory (CMA), employment, real estate, IP, and data-protection workstreams; d) competition-law analysis (UK Enterprise Act 2002, EU Merger Regulation 139/2004) and notification strategy; e) all communications with the parties' respective bankers and regulators through to Completion. ### 2. Team Lead partner: **Catherine Marlowe** (Corporate & M&A) — c.marlowe@sterlingco.example Supervising partner: **Ravi Krishnamurthy** (Competition) — r.krishnamurthy@sterlingco.example Senior associate: **Sarah O'Donnell** (Corporate) Associates: **Marcus Chen** (Tax), **Imogen Whitfield** (Employment), **Hassan Khoury** (Data & IP) ### 3. Use of AI tooling — DONNA Pursuant to Zenith's data-protection requirements and the Solicitors Regulation Authority's *AI in Legal Services* guidance (October 2025), this firm will use **DONNA** (open-source delegation orchestration, AGPL-3.0 — donnaoss.com) for voice-captured time entries, intra-team delegation routing, and the firm's audit chain (the "**IDR Audit Chain**"). DONNA is **self-hosted on Sterling & Co. infrastructure**; no client material reaches a public AI service at any point. The firm's general counsel has signed the corresponding Partner Attestation (see annex C). This is a deliberate architectural choice. Following *Munir v Secretary of State for the Home Department* [2026] UKUT 81, this firm treats *"public AI services"* and *"closed-source self-hosted AI tooling"* as non-fungible categories. Only the latter is used for any matter on this firm's books. The IDR Audit Chain for this matter will be available for inspection on request. ### 4. Fees Time-recorded at the partners' and associates' standard 2026 rates (annex A), with a fee estimate of £540,000–£720,000 for the work to Completion, excluding VAT and disbursements. We will invoice monthly in arrears. The estimate assumes one round of bidder interaction, no contested CMA Phase 2, and no shareholder litigation; if any of those assumptions changes materially we will revise the estimate in writing before incurring further fees. ### 5. Conflicts and confidentiality We have completed conflict checks against all parties identified in the term sheet (annex B) and confirm no actionable conflict exists. This firm holds Zenith's prior consent to act for other Zenith group entities in unrelated matters; should a matter-specific conflict arise, we will notify you immediately. ### 6. Privilege Communications between Sterling & Co. and Zenith in connection with the Transaction are subject to legal advice privilege under English law. The firm's use of DONNA preserves privilege because no Zenith material is disclosed to a third-party AI service: all model invocations are run inside the firm's own infrastructure, and the IDR Audit Chain records the model identifier, prompt scope, and output for every delegated decision (see *Munir* at [37]–[41]). ### 7. Termination Either party may terminate this engagement on seven days' written notice. Fees properly incurred up to the date of termination remain payable. --- If the foregoing reflects your understanding, please countersign below. We look forward to working with Zenith again. Yours sincerely, **Catherine Marlowe** *Partner, Corporate & M&A* For and on behalf of Sterling & Co. LLP c.c.: R Krishnamurthy; firm conflicts register; firm CRM (matter ID `ZEN-041`) --- **Countersigned** For Zenith Holdings plc: ________________________________ Henrik Vester · Group General Counsel Date: __________ --- *Annex A — Fee schedule (2026)* *Annex B — Conflict-check certificate* *Annex C — DONNA Partner Attestation (per firm AI policy v3.2, March 2026)* --- > **Demo note**: this is the starting point of the matter. Every subsequent artefact in this packet — voice-captured time entries, NDA drafting, redline of the motion to dismiss in the related litigation, regulator response, audit chain — references back to matter ID `ZEN-041`, the matter Catherine opened on the morning of 14 April 2026. Open the IDR audit log next to see how DONNA recorded the matter creation as the genesis IDR (`idr_001`).