Strand Hanson Limited v Conduit Pharmaceuticals Limited

Mr Justice Adam Johnson: I. Introduction

1. This is a claim by a financial adviser for unpaid remuneration under an engagement letter dated 14 July 2022. The financial adviser is Strand Hanson Limited (“ Strand Hanson ”). The counterparty to the engagement letter and defendant in these proceedings is Conduit Pharmaceuticals Ltd (“ Conduit ”).

2. The remuneration payable under the engagement letter, if due, takes the form of both cash and shares: cash in the form of a US$2m “ non-refundable cash advisory fee ”, and shares in the form of 6.5m shares in a US company listed on NASDAQ, once called Murphy Canyon Acquisition Corporation (“ MURF ”) but now called Conduit Pharmaceuticals Inc (“ Conduit Inc ”).

3. Conduit Inc is the product of a business combination known as a “ de-SPAC merger ”. This is a method of obtaining a listing on the US securities markets. Typically in a de-SPAC merger, a US company is incorporated for the purpose of making an acquisition of another business, by way of reverse takeover. The company is referred to as a “ Special Purpose Acquisition Company ”, hence, “ SPAC ”. When the SPAC purchases a target and the businesses are merged, it ceases to be a “ Special Purpose Acquisition Company ”, hence “ de-SPAC ”. The end result is that the target company receives the benefit of a US listing.

4. In this case, the position is that from about 2021 onwards, Conduit, which is a Cayman Islands company, wished to achieve a public listing in the United States by way of a de-SPAC merger. This was supported by Conduit’s shareholders, including its major shareholder, Corvus Capital Limited (“ Corvus ”), a corporate vehicle of which Dr Andrew Regan and Mr James Bligh are principals.

5. Conduit engaged Strand Hanson as financial advisers to assist in bringing about the hoped-for transaction. The CEO of Strand Hanson is Mr Simon Raggett. Until their falling out over the present matter, Mr Raggett had a cordial relationship with Dr Regan, and in fact Mr Raggett’s son, Lucius Raggett, works for Dr Regan at Corvus.

6. An initial engagement letter was signed in 2021 (the “ 2021 Engagement Letter ”), but this had a 12 month term which expired in February 2022 without any transaction completing. In April 2022, however, Strand Hanson identified a possible merger partner – an Israeli company with a NASDAQ listing called Galmed Pharmaceuticals Limited (“ Galmed ”), which could act as a form of SPAC. By the engagement letter of 14 July 2022 (I will call it the “ Engagement Letter ”), Strand Hanson agreed to provide advice in connection with a proposed reverse takeover of Conduit by Galmed.

7. This later document also had a 12 month term, expiring in July 2023. The issue in these proceedings is whether, in light of what later happened, Strand Hanson is entitled to payment under the Engagement Letter. What happened is that the transaction with Galmed did not proceed. Instead, assisted primarily by a firm of US advisers called Alliance Global Partners (“ AGP ”), Conduit completed a de-SPAC merger with MURF.

8. The way this worked is that a Cayman subsidiary of MURF merged with and into Conduit pursuant to an Agreement and Plan of Merger (“ Merger Agreement ”) dated 8 November 2022. The combined entity became a MURF subsidiary. MURF then issued shares by way of consideration to Conduit’s shareholders including Corvus. The transaction completed in September 2023.

9. Strand Hanson’s claim is that under the Engagement Letter, it should have been paid its US$2m cash advisory fee, plus 10% of the shares issued by MURF on completion of the de-SPAC merger. Some 65 million shares were issued, and so Strand Hanson claim they should have been provided with 6.5m shares. These have been referred to as the “ Carry Shares ”. Strand Hanson seek damages for the failure to deliver the Carry Shares. II. The Issues

10. The issues which arise fall into two broad groups.

11. First, there are important questions about the proper construction of the Engagement Letter. This comprises both a letter (the “ Letter ”) and an attached Schedule of Terms and Conditions (the “ Terms ”). The main points involve the proper meaning and effect of paragraphs 4 and 5 of the Letter, and of clause 5.6 of the Terms. Strand Hanson’s position is that Conduit’s obligation to pay remuneration was triggered, even though the Galmed transaction did not proceed, because under clause 5.6 of the Terms, the MURF transaction was an “ Equivalent Transaction ”, and the agreement was that Strand Hanson would be paid if either: i. an Equivalent Transaction completed after the 12 month term of the Engagement Letter came to an end, but came about because of an agreement entered into during the 12 month term - as happened here, because although completion of the MURF transaction was in September 2023, it followed from the Merger Agreement dated 8 November 2022; or alternatively ii. an Equivalent Transaction completed within the 12 month “ Tail Period ” following termination of the Engagement Letter, as contemplated by clause 5.6 – which happened here because the Engagement Letter terminated on expiry of its term in July 2023, and completion of the MURF transaction was only 2 months after that, in September 2023, within the Tail Period.

12. Conduit denies liability on either of these bases. It argues that (i) is a new point, which emerged only during the trial; and in any event, it says Strand Hanson’s whole approach is misguided, because the provisions requiring payment on completion of an Equivalent Transaction were only ever intended to apply when there was an early termination of the Engagement Letter during its 12 month term, and do not bite where (as is common ground on the present facts), the Engagement Letter was not terminated early and simply expired by effluxion of time. Absent early termination, Conduit says that Strand Hanson’s contractual commitment was to deliver the Galmed transaction within 12 months – i.e. by 14 July 2023. If it did, it would get paid; if it did not, then it would not get paid. It did not, and so nothing is due.

13. That is the first area of dispute.

14. The second area of dispute, if liability is established, concerns the assessment of damages, for failure to deliver the 6.5m Carry Shares.

15. Originally, certain complications arose here because of a debate about the effect of US securities laws on the ability of persons associated with de-SPAC mergers to trade their shares on the public markets, at least for a period of time. Happily though, the parties reached an accommodation on these issues during the course of trial, and agreed to proceed on the basis that Strand Hanson – if entitled to the Carry Shares – would not in practice have been able to realise any value from them until 20 March 2024 (referred to during trial as the “ Second Valuation Date ”). That is a date 180 days from completion of the MURF transaction in September 2023, corresponding to the lock-up period commonly imposed by agreement on advisers in de-SPAC transactions.

16. On the basis of an agreed 20 March 2024 valuation date, the difference between the parties is broadly as follows: i. Strand Hanson say the Carry Shares had a value in a range between US$4.22m at the low end and US$7.54m at the high end, with the mid-point in the region of US$5.5m. These figures contemplate valuation based on either a private placement sale or a pledge with a bank. ii. Conduit’s position is that only much more modest damages are available. They rely on the value which could have been derived from a public market sale over a number of days after 20 March 2024, which after discounting to reflect the impact of disposing of a large number of shares, gives a final figure of US$1.75m.

17. There is some irony in the fact that, as matters have turned out, Strand Hanson’s figures at (i) above rely heavily on the evidence of Conduit’s valuation expert, Mr Steadman, whereas Conduit’s figures at (ii) rely heavily on the evidence of Strand Hanson’s valuation expert, Mr Silberman. At any rate, these differences give rise to some issues of principle which I will need to address below. III. Structure of this Judgment

18. In the remaining sections of this Judgment I will address the following topics: in Section IV I will make some brief comments about the trial and the witnesses; in Section V I will set out some brief background (there was detailed factual evidence but little of it is necessary to recount given the issues which actually arise); in Section VI I will set out the relevant parts of the Letter and the Terms; in Section VII I will deal with the question of liability, and address the relevant issues of contractual construction; in Section VIII I will deal with certain points which were disputed on the evidence; and in Section IX I will deal with the issue of quantum. Section X contains a short conclusion and summary. IV. The Trial and the Witnesses

19. Mr Simon Raggett gave factual evidence for Strand Hanson, and Dr Regan and Mr Andrew Bligh gave factual evidence for Conduit. I found the factual witnesses to be honest, although Mr Raggett at points had a tendency to speculate on what might have occurred, rather than simply doing his best to give his recollection, however imperfect it may have been. This has caused me to be cautious about one part of his evidence (see below at [131]-[135]), but since this matter is largely about construction of a contract, that has no bearing on the outcome.

20. The parties were given permission to serve expert evidence on US securities law and regulation. Strand Hanson relied on evidence from P. Georgia Bullitt, and Conduit relied on evidence from Professor Adam Badawi. Professor Badawi gave evidence orally, but after he had done so, the relevant issues of US law were effectively compromised by the parties agreeing a valuation date for the Carry Shares, and so Ms Bullitt was not called. Professor Badawi was a courteous and highly professional witness.

21. The parties were also given permission to serve expert evidence on valuation issues. Strand Hanson relied on evidence from Mr Lewis Silberman, an experienced capital markets practitioner and one of the managing principals of an advisory firm focused on the SPAC market known as SPAC Advisory Partners. Conduit relied on evidence from Mr Luke Steadman, a forensic accountant and expert in valuation issues. I found both experts to be courteous and knowledgeable and I am satisfied they did their best to assist the Court. As I will explain below, in the end there was a large measure of agreement between them on the valuation issues which remained in play following agreement during the trial on the relevant valuation date. V. Some Background CloudTag and Sirius

22. Strand Hanson’s relationship with Dr Regan went back over a number of years.

23. During the trial, I was referred to an engagement letter dated 25 October 2012 which shows Strand Hanson agreeing to provide services to another company associated with Dr Regan, CloudTag Inc, in relation to an admission of securities to trading on AIM. A later engagement letter dated 30 January 2013 with Sirius Petroleum records an agreement to provide services in connection with a proposed fund raising.

24. Both these engagement letters contained language referring to payment on occurrence of an “ Equivalent Transaction ” and to a 12 month “ Tail Period ”, but in each case the language was set out in the body of the engagement letter rather than in the accompanying Terms and Conditions (as compared with the present Engagement Letter, where the relevant language is in the Terms only). The 2021 Engagement Letter

25. The 2021 Engagement Letter is dated 21 February 2021. It engaged Strand Hanson generally to assist in identifying a “ suitable SPAC vehicle(s) ” and to advise on negotiations. It was for a 12 month term (clause 5), and was accompanied by Terms and Conditions containing “ Equivalent Transaction ” and “ Tail Period ” language like the later Engagement Letter, but with a Tail Period of only six months, not twelve.

26. The 2021 Engagement Letter expired after 12 months in February 2022. No transaction had completed by then. Indeed, no suitable SPAC vehicle had been identified. Introduction to Galmed

27. In April 2022, however, Mr Raggett was introduced to Mr Doron Cohen, who at the time was working as the temporary finance director of Galmed. He was also Managing Director of a consultancy called Tangram Strategic. Galmed had an existing pharmaceuticals business, and so was not strictly speaking a SPAC; but it had a NASDAQ listing, which made it interesting as a possible merger partner for Conduit, given that it had not yet been able to identify any other suitable SPAC vehicle.

28. Initially, Mr Raggett seems to have been excited at the prospect of a deal with Galmed, not least because of the personal benefits it might generate. In an email to Mr Cohen of 19 May 2022, he said the following: “The Team is incredibly keen on the reverse merger idea – this is on my advice, and they appreciate the value you (as an ‘old hand’ like me) will bring to the table. They are untroubled by valuations in the market, and are willing to give a considerable (paper) uplift to Galmed’s shareholders from cash/market/asset value. Basically, if a deal is done, there is enough to go round and you and I should discuss this early doors – I expect to be excellently remunerated, and as our partner in bringing this together we will ensure you are as well .”

29. There are indications that Dr Regan was excited too. On 5 July 2022, Mr Raggett sent him a WhatsApp message saying he had “ another NASDAQ co in background ”, but “ first prize Galmed ”. Dr Regan responded to say, “ Definitely first prize ”. Alliance Global Partners

30. As Dr Regan explained in his oral evidence, however, he is a pragmatist. His real interest was in obtaining a listing. He was willing to run with Galmed because it was in play, but it was not a straightforward proposition (given its existing operations which Conduit were not interested in), and he was not wedded to it. In fact by early July 2022, Dr Regan was already hedging his bets. In late June, on a visit to the United States, he had made contact with AGP. They had lots of experience of NASDAQ and with SPACs. They were sceptical about the Galmed transaction and said they had other SPACs available. In his evidence, Dr Regan summarised the position as follows: “If I had Galmed ready to sign and closed, I’d have closed it, but I was also buying optionality on – conversations relating to the SPAC because that was the right thing to do, the sensible thing to do.” Draft Term Sheet

31. On 12 July, Mr Raggett sent a draft term sheet to Galmed. The basic proposal was that Galmed would acquire 100% of the issued share capital of Conduit, the consideration to be provided through the issuance of new ordinary shares in Galmed (referred to as, “ the Consideration Shares ”). Contemporaneously, the parties were to raise no less than US$50m through PIPE funding, referred to as “ the Fundraise ”.

32. To explain the latter point a little further, PIPE stands for “ private investment in public equity ”. A PIPE investor is one who takes a stake in a publicly listed entity (here, a SPAC) by means of a private placement of shares. The investor takes a commercial risk on the proposed merger, but the early investment adds credibility to the listing by providing both working capital and an assurance to the market that the investment is viable.

33. The term sheet stated, “ Subject to a successful completion of the Fundraise, the valuation of the Consideration Shares is expected to be $650m .” Discussions over Engagement Terms

34. With two firms of financial advisers in play, it is perhaps not surprising to see correspondence at this stage about their engagement terms.

35. AGP sent draft terms to Dr Regan on 6 July 2022. Mr Raggett, Dr Regan and others had a meeting at Daphne’s Restaurant in London the following day, Thursday 7 July 2022, and it seems AGP were discussed, because on the following Monday, 11 July 2022, Lucius Raggett sent their draft terms (incorporating some marked-up amendments) to his father, Simon. Perhaps prompted by this, on 12 July, Simon Raggett sent a WhatsApp message to Dr Regan saying, “ Need to agree our mandate terms ”. Dr Regan said he was around all week and could meet anytime.

36. Matters then moved quickly, so far as concerns agreement on what became the Engagement Letter. Mr Raggett sent a draft to Dr Regan and Mr Bligh on 13 July. He said: “Attached is a greatly simplified mandate relating to Conduit’s proposed reverse merger with Galmed. We have removed reference to a ratchet, and instead gone simply with a success-fee and carry. Ts & Cs (also attached) remain unchanged from those previously agreed between us I would be glad to hear your thoughts on the carry percentage”.

37. The reference to a ratchet was a reference to part of the remuneration package reflected in the 2021 Engagement Letter, which involved Strand Hanson receiving shares on a sliding scale depending on the amount raised. The “ success-fee and carry ” was a reference to the more straightforward arrangement for payment of a cash sum and straight percentage shareholding now proposed. The draft indicated a cash success-fee of US$10m, but left the amount of the carry fee (i.e., the shareholding in the merged business) blank for discussion.

38. On an important point of detail, it was in fact inaccurate for Mr Raggett say in his email that the “ Ts and Cs ... remain unchanged ”, for the reason I have mentioned already – the Tail Period proposed in clause 5.6 of the Terms was now twelve months, not the six months included in the Terms and Conditions attached to the 2021 Engagement Letter. The Engagement Letter is Agreed

39. In any event, there was a meeting to finalise the engagement terms at Strand Hanson’s offices on 13 July. At the trial, there was some disagreement about whether, on the Corvus/Conduit side, Dr Regan attended in addition to Mr Bligh. I am satisfied on the evidence that he did. Both he and Mr Bligh were emphatic about it, and it seems to me likely that Dr Regan would have been there, given that the main object of the meeting was to discuss Strand Hanson’s remuneration terms, including the proposed carry fee, which he had a keen interest in.

40. Mr Bligh’s evidence was that he was shocked at the suggested US$10m cash success-fee. That was negotiated down to US$2m. As to the carry element, that was agreed at 10%, which is the figure one sees in the final version of the Engagement Letter, signed on 14 July 2022. The Galmed Transaction is Terminated

41. As matters turned out, negotiations with Galmed quickly stalled. Dr Regan became concerned that Galmed would not even sign the non-binding term sheet Strand Hanson had provided on 12 July. This was a matter of frustration and embarrassment for Mr Raggett. Unhappy with the ongoing uncertainty, and with other options apparently available, Dr Regan wrote to Mr Cohen on 27 July 2022 to confirm that Conduit was terminating discussions and withdrawing from the term sheet it had previously signed. The Proposed “ Haircut ”

42. Neither side submitted before me that the effect of Dr Regan terminating discussions with Galmed had the effect of terminating the Engagement Letter.

43. Instead, there were discussions about how there might be a sharing arrangement with AGP. In an email dated 2 August 2022 to a colleague at Strand Hanson, Mr James Dance, Mr Raggett recorded a conversation he had had with Dr Regan, who was in New York. The email describes a possible arrangement for dealing with the fees of both AGP and Strand Hanson: “AGP will take $6.5m fee, 7% comms on what they raise plus want a small percentage of the company. AR says our fee agreement stands, subject only to slight haircut pro-rated to accommodate AGP.”

44. In his oral evidence, Mr Raggett explained that the idea behind the “ haircut ” was that Strand Hanson might sacrifice a proportion of its 10% carry under the Engagement Letter, in order to make a shareholding available to AGP as part of AGP’s remuneration package. This idea was discussed between Mr Raggett and Mr Dance in an email exchange of 15 August, and was reflected in an internal Strand Hanson “ New Business Summary ” document.

45. Nothing was formalised with Conduit, however. Mr Raggett and Mr Dance thought about it, and discussed the possibility of an Addendum to the Engagement Letter. But in his email to Mr Dance of 15 August, Mr Raggett said: “JD, on the matter of addendum, I will speak to AR at the appropriate time, but Conduit formally terminated discussions with Galmed so I think we go via the ‘equivalent transaction’ route – unless you disagree”.

46. Mr Dance did not disagree, and when he replied on the same day said: “Our tail has a higher fee protection in any case as we aren’t sharing with AGP, and given Andrew already confirmed we will be looked after and keep (most of) our fee, I don’t think we need to rock the boat at the moment”. The MURF Transaction

47. In the meantime, Conduit and MURF had signed a term sheet on 2 August 2022. This provided for a business combination under which MURF would acquire 100% of the equity or equity equivalents in Conduit. The purchase price was to be the greater of US$650m, or the valuation of Conduit derived by the investors from a PIPE investment, and would consist of the issuance of 65 million shares of common stock or the equivalent number of shares at the valuation derived by the investors in Conduit. The idea again was that some US$50m would be raised by means of PIPE funding. Further discussion with Dr Regan

48. By early November 2022, the MURF transaction was well advanced and approaching the stage where a merger agreement was likely to be signed imminently.

49. On 2 November, Mr Raggett had another conversation with Dr Regan, who was abroad. In an internal email, Mr Raggett reported: “I said we needed a discussion, as there had been talk some time ago about cutting in the US advisors from our collective stakes. AR said of course, but he had not wanted to bother me with details etc while they were plugging away. Said we would chat once signed up – should be Friday or Monday.” The Merger Agreement

50. The Merger Agreement of 8 November 2022 was an agreement between Conduit, MURF, and an existing MURF subsidiary, incorporated in the Cayman Islands, Conduit Merger Sub Inc. By the Merger Agreement it was agreed that Conduit Merger Sub Inc. would merge with and into Conduit; Conduit would become a wholly owned subsidiary of MURF; and by way of consideration, MURF would issue to the holders of ordinary shares in Conduit in aggregate 65 million shares of MURF common stock. Mr Raggett attempts to contact Dr Regan

51. The question of remuneration payable to Strand Hanson was not resolved in the period after the Merger Agreement. There seem to have been no immediate exchanges, but the evidence shows Mr Raggett then attempting to contact Dr Regan by telephone and WhatsApp message in the period February to August 2023. For example, on 2 February 2023 he sent a message saying: “You don’t call anymore! How goes Conduit?”

52. And on 23 May 2023 he sent another message saying: “Mr R, hope all is well with you wherever you are in the World. Very keen to catch up with you on Conduit now S-4 is in, so can you let me know when is convenient for you?”

53. Dr Regan frankly accepted during his cross-examination that he was ignoring Mr Raggett during this period. He said he thought Mr Raggett could see that a deal had been done, and “ wanted to get his nose in the trough ”.

54. Eventually, Mr Raggett sent a more pointed WhatsApp dated 15 August 2023. This referred to the MURF transaction having received a “ Notice of Effectiveness ” from the SEC, an important regulatory milestone. Mr Raggett referred to having received “ personal assurances of our continued involvement and interest ”, and asked to arrange a time to speak. He concluded, “ I have worked with you for years, and I really hope we can reach agreement without having to involve others ”.

55. Dr Regan had a lawyer, Mr Ian Burton, make contact with Mr Raggett, but (according to Dr Regan’s witness statement), only to “ tell him that this whole thing is a nonsense ... ”. Some correspondence followed, but Corvus/Conduit took the position that (amongst other things) the MURF transaction was not an “ Equivalent Transaction ” under the Engagement Letter. The Weil, Gotshal letter

56. Matters were not resolved. Consequently, on 5 September 2023 Strand Hanson wrote direct a letter to the Directors of MURF, via Weil, Gotshal & Manges LLP in New York. Conduit was close to completing its de-SPAC merger and opening trading on NASDAQ. The letter referred to an anticipated claim by Strand Hanson in the United Kingdom, based on a claim for remuneration under the Engagement Letter. It went on to say that the current prospectus was “ materially incomplete ”, because it made no reference to Strand Hanson’s entitlement to its Carry Shares.

57. According to Dr Regan’s evidence, this was a matter of concern, because he did not want “ the drama with Simon to spook people in the transaction ”. In the event the matter was addressed by appropriate disclosures being made.

58. As Dr Regan explained in his evidence, at the time negotiations were still ongoing with a PIPE investor, Nirland Limited, which was proposing to invest around US$20m. In the event, the transaction of course proceeded, but not before Nirland Limited renegotiated the terms of its funding arrangement to make them more favourable. Completion of the MURF transaction

59. The business combination between MURF and Conduit completed on 22 September 2023. Following the merger, the MURF common stock was reclassified as Conduit Inc common stock and commenced trading on 25 September 2023. Trading in Conduit Inc Shares

60. The opening trading price on 25 September 2023 was US$12.89.

61. Trading during the period following 25 September 2023 showed an overall decline in the trading price. AGP were prohibited from trading because, with others, they had executed a 180-day lock-up agreement. By the end of the lock up period on 20 March 2024, Conduit’s expert Mr Steadman described the stock as thinly traded, illiquid and volatile. Mr Silberman agreed, and said in his report that the average price for the 30-day period prior to 20 March 2024 was just below US$3 per share. Both experts agreed that there was not a sufficient public market at the time to allow for disposal of a 10% holding, corresponding to the Carry Shares. However Conduit’s expert, Mr Steadman, thought that such a holding could have been sold by way of private sale; and Strand Hanson’s expert, Mr Silberman, thought that the holder could have pledged the shares and received value from a lender. Mr Silberman also thought that a holder could have sold them in the market using a “ dribble out ” strategy, but that would have produced a much lower value. VI. The Engagement Letter

62. Before addressing the issues which arise, I think it important to set out the key provisions of the Engagement Letter. As already noted, this comprised both the Letter and the accompanying Terms, referred to together in the Terms as “ the Agreement ”. The Letter

63. The Letter is dated 14 July 2022, and is addressed to the directors of Conduit, referred to as “ the Company ”. Its purpose is to record the appointment of Strand Hanson as financial adviser in relation to “ the Transaction ”. This is referred to in the introductory paragraph as “ the Appointment ”. “ Transaction ” is then defined in numbered section 1 of the Letter, under the heading, “ Scope of work ”: “The Transaction will comprise the proposed reverse takeover of the Company by Galmed Pharmaceuticals Limited ...”.

64. Section 1 then goes on to describe Strand Hanson’s advisory role as including matters such as “ advice on negotiations, in relation to the Transaction, with Galmed and its advisers ”, and “ advice to the Company’s board of directors ... on the timetable for the transaction .”

65. Among the other matters addressed in section 1 is an acknowledgment that Strand Hanson is not licensed to engage in corporate finance activity outside the UK. There is also the following, which concerns the possibility of pitching for further work – I will call this “ the 24-month Provision ”: “The Company agrees that, for the duration of twenty-four (24) months from the date of this Agreement, it shall offer Strand Hanson the right to pitch for the role of financial adviser in the case of: (a) Any acquisition or disposal of assets by the Company and/or any other mergers and acquisitions activity relating to the Company and/or its group; and/or (b) In so far as it is permitted by the Panel on Takeovers and Mergers, independent adviser in relation to any potential offer for the Company, as required pursuant to Rule 3 of the City Code on Takeovers and Mergers.”

66. Section 4 then deals with fees, and section 5 with commencement and duration of the Engagement Letter. I should set them out in full: “4. Fees The Company agrees to pay the following fees (plus, where applicable, VAT) to Strand Hanson for its services under the Appointment: (a) a non-returnable cash advisory fee of the higher of: (i) US$2 million; and (ii) five per cent. of value of funds raised for the Company and/or Galmed as part of the Transaction; and (b) a non-returnable carry fee of 10 per cent. of the total consideration paid pursuant to the Transaction, payable in shares (or on the same terms as the Company receives payment) upon completion of the Transaction.

5. Commencement and duration This Agreement shall commence on the date it has been signed by both Strand Hanson and the Company and shall continue, unless terminated earlier by mutual agreement or in accordance with the terms of the Agreement until the earlier of completion of the Transaction and the first anniversary of the commencement date of this Agreement.” The Terms

67. The Terms are set out in an accompanying schedule which runs to some 15 pages of detailed text.

68. Section 5 of the Terms is headed, “ Expenses and Fees ”, and contains the following key provision at clause 5.6: “Where the Appointment is terminated for any reason, other than pursuant to clause 6.4 (where Strand Hanson is in material breach of the Terms or the Rules) and the Transaction or a transaction that is similar to that proposed pursuant to the Appointment or which has a substantially similar economic effect to the Transaction (an Equivalent Transaction ) and such Equivalent Transaction completes, within a period of twelve months after the effective date of termination of the Appointment (the Tail Period ) or if an agreement is entered into during the term of the Appointment hereunder or within the Tail Period which subsequently results in a completed Equivalent Transaction, the Company shall pay to Strand Hanson all of the fees and expenses which it is entitled to receive under the Letter and these Terms, less any amount already paid by the Company. Where the Appointment relates to a proposed admission of the Company’s securities to a capital market and/or a Fund Raise, an Equivalent Transaction includes, inter alia, the sale of a material interest in the Company prior to completion of the Transaction, whereby ‘material’ is defined as a holding, or aggregate holdings, of shares carrying 25 per cent. or more of the voting rights of the Company, irrespective of whether the holding or holdings gives de facto control.”

69. The next section, section 6, is headed “ Termination ”. This is a lengthy and detailed section running over two pages of text.

70. Clause 6.1 is a general provision, giving an apparently unfettered right to either party to terminate the Appointment, although this is said to be subject to the Letter and the Terms. Clause 6.1 reads as follows: “Strand Hanson’s services in relation to the Appointment may be terminated by either party at any time by written notice to the other in accordance with the provisions of the Letter without liability or continuing obligation on either party, save as otherwise provided in the Letter or these Terms”.

71. Clause 6.2 deals with the payment of fees in the event of termination.

72. Clause 6.3 sets out circumstances in which Strand Hanson may terminate the Agreement “ with immediate effect ”, including where there has been a default by Conduit in making any payment (clause 6.3.1), and where Conduit is in material breach (clause 6.3.2).

73. Clause 6.4 deals with the opposite situation: termination by Conduit “ with immediate effect ”, in the event of (among other things), a material breach by Strand Hanson which is irremediable (clause 6.4.1).

74. Clause 6.5 sets out a definition of “ material breach ”. Clause 6.6 is a notification provision, requiring each party to notify the other as soon as it becomes aware of circumstances which may give rise to a right of termination.

75. Clause 6.7 is a declaratory provision, which signals the fact that some provisions of the Agreement are intended to survive termination: “Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect, including clauses ...”

76. A list of 11 items then follows, including at clause 6.7.1, “ Expenses and Fees (clause 5) ” , and at 6.7.2, “ Approval of Documents and Announcements (clause 8) ”.

77. Clause 6.8 provides that “ [t]ermination of the Agreement shall not affect any rights, remedies, obligations or liabilities ” accruing prior to the date of termination, including “ Strand Hanson’s rights under clause 5.6. ”

78. Clause 6.9 then deals with the situation in which Strand Hanson is obliged to undertake further work even after the Agreement has come to an end, in order to comply with any ongoing “ legal or regulatory requirements ”. It provides as follows: “Notwithstanding the termination or expiry of the Agreement, if Strand Hanson subsequently provides any advice or services in respect of any matter not covered by the Agreement or where Strand Hanson needs or is obliged to take any steps or action in order to comply with any applicable legal or regulatory requirements in furtherance of or in connection with its original engagement under the terms of the Agreement and in respect of which Strand Hanson has not agreed a separate letter of engagement with the Company, such advice, services, steps or actions will be deemed to have been given on the basis of these Terms and the Indemnity contained in clause 10 to this Agreement. Strand Hanson also reserves the right to charge the Company any fee payable in respect thereof, provided that such fee be agreed between Strand Hanson and the Company to be an appropriate level of remuneration having regard to the amount of work carried out by Strand Hanson in relation thereto.”

79. The only other provision to draw attention to, relied on by Mr Isaac KC for Strand Hanson, is the definition of “ Prospect ” contained in the definitions section at the end of the Terms. The relevant part of the definition is as follows: “ Prospect means a variety of potential investors capable of providing funds or capital in any manner ... Where the Company is introduced to a prospect that does it [sic.] not participate in an initial Fund Raise, but from which the Company subsequently obtains funding at any time during the term of this Agreement and for two (2) years after its termination, such Prospect shall be deemed to be a Prospect for the purposes of this definition”. VII. The Construction Issues The Legal Approach

80. The parties were agreed on the legal approach. I think I need only refer to the following recent summary by Falk LJ, in Cantor Fitzgerald & Co v. Yes Bank Limited [2024] EWCA Civ. 695 ; [2025] 1 All ER (Comm) at [33]: “... the court is required to consider the ordinary meaning of the words used in the context of the contract as a whole and the relevant factual and commercial background, which will exclude prior negotiations. The objective is to identify the intention of the parties, but in an objective sense, namely what a reasonable person having all the background knowledge which would have been available to the parties would have understood them to be using the language in the contract to mean. Interpretation is an iterative process in which rival interpretations should be tested against the provisions of the contract and its commercial consequences”. Construction of clause 5.6 of the Terms Overview

81. The main point of contention as regards clause 5.6 is whether the provisions within it, which trigger payment of remuneration on occurrence of an Equivalent Transaction, bite only if there is an early termination of the Engagement Letter, and not if the Engagement Letter runs its two-year term and expires by effluxion of time.

82. In my opinion, a straightforward reading of the relevant language makes clear that payment is due if the Agreement runs to the end of its two-year term, but within that two-year period an agreement is entered into which results in completion of an Equivalent Transaction after it has expired. I thus consider that the obligation to pay remuneration is triggered here, because the Merger Agreement was entered into during the term of the Agreement on 8 November 2022, and the MURF transaction which it led to was an Equivalent Transaction. Is early termination a pre-requisite to liability under clause 5.6?

83. To start with the question whether early termination of the Engagement Letter is a pre-requisite to liability, in my opinion this is easily addressed by isolating the relevant language of clause 5.6: “Where ... an agreement is entered into during the term of the Appointment hereunder ... which subsequently results in a completed Equivalent Transaction, the Company shall pay to Strand Hanson all of the fees and expenses which it is entitled to receive under the Letter and these Terms ...”.

84. Set out in that way, the intention is clear. The reference point given is the “ term of the Appointment ”. That does not suggest that liability is engaged only on early termination. It suggests the opposite.

85. Conduit’s case placed emphasis on the first sentence of clause 5.6, which certainly does refer to early termination. That does not mean to say, however, that this stipulates a precondition for liability which applies to all the elements of the clause. The first sentence of clause 5.6 is a long one, and is somewhat inelegantly expressed. All the same, in my opinion a clear meaning is set out: there are two parts to the clause which should be read disjunctively, the first one engaging liability only where there is early termination, and the second engaging liability when an agreement is entered into which leads to a later Equivalent Transaction, whether or not the Agreement has been terminated early. One can see this from the overall text, in the parts emphasised below by means of underlining: “ Where the Appointment is terminated for any reason, other than pursuant to clause 6.4 (where Strand Hanson is in material breach of the Terms or the Rules) and the Transaction or a transaction that is similar to that proposed pursuant to the Appointment or which has a substantially similar economic effect to the Transaction (an Equivalent Transaction ) and such Equivalent Transaction completes, within a period of twelve months after the effective date of termination of the Appointment (the Tail Period ) or if an agreement is entered into during the term of the Appointment hereunder or within the Tail Period which subsequently results in a completed Equivalent Transaction , the Company shall pay to Strand Hanson all of the fees and expenses which it is entitled to receive under the Letter and these Terms, less any amount already paid by the Company.”

86. These two parts of the clause came to be referred to during the trial as “ Limb 1 ” and “ Limb 2 ”. I think it is correct to read them separately. That is the effect of the word “ or ” after the defined term, “ Tail Period ”. The two limbs to my mind describe different types of outcome, in which payment of remuneration will fall due. Limb 1 is dealing with the scenario in which there is early termination, but no agreement antecedent to an eventual completion. Limb 2 is contingent on a prior agreement being entered into, either during the natural lifespan of the Agreement or during any relevant Tail Period if it is cut short, which later results in an Equivalent Transaction. In my opinion the two limbs are clearly dealing with different things, even though set out in the same clause and sentence.

87. I consider this reading is consistent with the Engagement Letter looked at overall.

88. As to that, I agree with the submission of Mr Green KC for Conduit, that the basic scheme of Sections 4 and 5 of the Letter (see above at [66]) was that Strand Hanson were to be incentivised to bring about completion of the intended de-SPAC transaction within a year. Payment of the carry fee would fall due “ on completion of the Transaction ” (see at 4(b)), and absent early termination the Agreement would come to an end either upon completion or after 12 months (see Section 5).

89. It follows that if there was completion of the Transaction within the twelve month term, Conduit would be liable.

90. From Strand Hanson’s point of view, however, there were obvious risks with that structure. An agreement that remuneration will be due on the occurrence of a specified event within a particular timescale may easily be susceptible to manipulation. Here, the relevant event was completion of the Transaction within 12 months. Upon completion, the rewards could be significant. But there were a number of areas of vulnerability. One was that Conduit would not complete the Transaction, but instead complete a different transaction with another adviser. Another, which might occur in conjunction with the first, was that the term of the Agreement might be cut short for no good reason, opening up the way for engagement of another adviser and making completion within the term impossible. Yet another, again likely to arise in a case where an alternative adviser was engaged to formulate a rival transaction, was that enough might be done to get to the point of committing to the transaction, but with completion then deferred so as to avoid occurrence of the event agreed on as triggering liability.

91. In my view, these are the risks clause 5.6 was intended to mitigate. Admittedly, it does so rather clumsily, in an over-long first sentence with rather inelegant syntax. All the same, even though expressed in a rather workmanlike way, to my mind the meaning of clause 5.6 is clear. I do not consider there is any real ambiguity about it. Conduit’s Objections

92. Mr Green KC for Conduit made a number of contrary arguments. In my view, however, none of them is sufficiently persuasive to override the clear effect of the words “ ... or if an agreement is entered into ” in the middle of clause 5.6, which requires the two Limbs to be read disjunctively.

93. Mr Green’s first point was that both Limb 1 and Limb 2 are naturally to be read subject to the phrase “ [w]here the Appointment is terminated ”, at the beginning of clause 5.6. Mr Green emphasised the fact that both Limbs are contained in a single, continuous sentence. He submitted that supports the conclusion that early termination is a precondition to the application of both Limbs, and if the intention had been otherwise, then Limb 2 would have been contained in a separate sentence. He said also that the final part of the first sentence (“ the Company shall pay to Strand Hanson all of the fees and expenses which it is entitled to receive under the Letter and these Terms ”) is also obviously applicable to both Limbs, and that is another powerful indicator that they are intended to be engaged in the same way, i.e. on early termination.

94. I do not agree with these submissions. They only work if one ignores the phrase, “ ... or if an agreement is entered into ”. That is a clear signal that the wording which follows is intended to describe a different situation in which payment will fall due, than that in the first part of the sentence. It does not need to be set out in a separate sentence for that to be clear; it is enough that the word “ or ” is used. Neither does it matter that the final phrase in the first sentence applies to both Limb 1 and Limb 2. That does not carry the implication that Limb 1 and Limb 2 must be triggered by the same event. There is no conceptual or syntactical difficulty with them being triggered by different events, but having the same result.

95. Mr Green’s second point was that Limb 2 must be contingent on termination because it refers to a Tail Period, which arises only on termination. Again, however, I do not find this persuasive. Limb 2 does refer to a Tail Period, but that is not all it refers to. Before the words, “ or within the Tail Period ”, it also refers straightforwardly to the situation where “ an agreement is entered into during the term of the Appointment”. The trigger event described by that language is expressly not linked to any Tail Period, so Mr Green’s second point is not well founded.

96. The third point relies on the submission that the carve-out at the beginning of clause 5.6 (relating to where the Agreement has been terminated under clause 6.4, for Strand Hanson’s material breach), must obviously apply to Limb 2, and this supports the conclusion that termination is the trigger event common to both Limbs. I agree with the first part of this submission, but not the second. The carve-out must apply to that part of Limb 2 which is concerned with the Tail Period, because the Tail Period arises on early termination, unless it is early termination for Strand Hanson’s material breach. There is nothing surprising about that. A party in material breach of an agreement cannot complain if his breach results in termination and if he thereby forfeits the right to earn a fee. But none of this affects operation of the other part of Limb 2, which is engaged where an agreement is entered into “ during the term of the Appointment ”. In that situation, by definition there has been no early termination and thus the carve-out for material breach has no relevance.

97. Mr Green’s fourth point relies on an alleged inconsistency between this view of clause 5.6 of the Terms, and the proper operation of clause 4 of the Letter. The point runs as follows. Under clause 4, the trigger event for payment of Strand Hanson’s remuneration is completion of the Transaction – i.e., the Galmed merger – within the 12 month duration of the Agreement. Clause 4 says nothing about payment if an Equivalent Transaction occurs during the 12 month term. However, to read clause 5.6 in the manner suggested would create the possibility of Strand Hanson being entitled to payment in just that situation, for example, if a precursor agreement were entered into which resulted in completion of an Equivalent Transaction within 12 months of 14 July 2022.

98. This is a more significant point, but in my opinion it does not survive examination. There is no inconsistency if one recognises that the vice Limb 2 is aiming at is the risk of Conduit engineering a rival transaction with a different financial adviser. It is in the nature of an anti-avoidance provision. Were it not there, Conduit could easily have avoided the obligation to pay remuneration under clause 4 by completing an Equivalent Transaction (i.e., not the Transaction) with someone else. Clause 5.6 is thus dealing with a different situation to clause 4. Clause 4 deals with what happens if the Transaction completes. Clause 5.6 deals with what happens if it is does not and an Equivalent Transaction completes instead.

99. Mr Green’s fifth point relies on the 24-month Provision, set out above at [65]. Its logic is as follows. The 24-month Provision gives Strand Hanson the right to pitch for any other mergers and acquisitions activity relating to Conduit for a period of 24 months from the date of the Agreement. That would include the right to pitch for work related to any Equivalent Transaction – i.e. a transaction of similar economic effect to the Galmed merger. But then why would Strand Hanson want the right to pitch for such work, if clause 5.6 applies whether or not there has been early termination, because on that hypothesis it would be entitled to payment on completion of an Equivalent Transaction anyway, whether or not it pitched for (and did) any further work?

100. Mr Green submitted that the clauses can only make sense and be reconciled if clause 5.6 is limited to cases of early termination. They would then operate as follows. If there was early termination, that would bring the 24-month Provision to an end, because it is not one of the clauses expressed to survive early termination by clause 6.7 of the Terms (see above at [75] and below at [114]). In that scenario, Strand Hanson would therefore need the protection of the Equivalent Transaction provisions in clause 5.6: without them it would have nothing. On the other hand, if the Agreement were to run its course, then Strand Hanson would instead have the benefit of the 24-month Provision, which as a matter of construction is intended to survive expiry of the 12 month term. In that case, Strand Hanson would not need the protection of clause 5.6.

101. I find this a rather strained and artificial argument. It ignores the fact that the problem clause 5.6 was designed to address is the more general one that Conduit might seek to avoid paying Strand Hanson’s remuneration. That might happen in a number of ways. The Agreement being cut short by means of early termination was one. But equally in other cases – such as where the Agreement ran its course but completion of an Equivalent Transaction was deferred so as to avoid triggering any liability – Strand Hanson would require the protection of clause 5.6. The problem would only arise because it was being excluded from the opportunity of earning its fee, and in a situation of such hostility it would be cold comfort to point to the right to pitch contained in the 24-month Provision.

102. Mr Green KC’s sixth point is that because clause 5.6 is contained in Strand Hanson’s standard terms, and because it is ambiguous, it should be construed contra proferentem (Mr Green KC referred to Burnett v. International Insurance Co of Hanover Ltd [2021] UKSC 12 ; [2021] 1 WLR 2465 , per Lord Hamblen at [29]). I have effectively dealt with this above. Although rather clumsily expressed, I do not consider there is any real ambiguity about clause 5.6, and so I see no room for operation of the contra proferentem principle. A Pleading Point?

103. The analysis above has focused on the first of Strand Hanson’s arguments summarised at [11] above – i.e. the question whether Conduit’s payment obligation was triggered by completion in September 2023 of an Equivalent Transaction which came about as a result of a precursor agreement entered into during the 12 month term of Strand Hanson’s appointment (we might call this the “ Limb 2 argument ”).

104. The Limb 2 argument was a major focus of attention during the trial, but it is fair to say it had not featured in the debate between the parties before then. In the List of Issues for trial, the emphasis was on the second of the arguments summarised at [11] above – i.e. the question whether Conduit’s payment obligation was triggered by completion of an Equivalent Transaction within 12 months of Strand Hanson’s appointment having been “ terminated ” (we can call this the “ Limb 1 argument ”). The focus there was on whether it was correct to characterise the expiry of the Agreement by effluxion of time, after its 12 month term, as an instance of it having “ terminated ”, Strand Hanson arguing yes, and Conduit arguing no. The Limb 2 argument really came into focus only after service of Mr Isaac KC’s Skeleton Argument, shortly before the trial.

105. This prompted a debate during the trial about whether the Limb 2 argument was properly pleaded. In the event, Mr Green KC (for Conduit) did not take any formal pleading point. Entirely sensibly and appropriately, he was content to deal with the resultant issues of construction head on. He did though want it noted that the matter had not been clearly pleaded, not as a ground of objection in itself, but as an indication of the artificiality of the Limb 2 argument: he said it was obviously not compelling, because no-one had seen fit to make anything of it in the long history of the parties’ dispute, despite the fact they had every incentive to raise points of appropriate legal weight.

106. For my part, I do not consider it correct to say that the Limb 2 argument was not sufficiently pleaded. Had a formal pleading point been taken, I would have resolved it in favour of Strand Hanson. I say that because the Amended Particulars of Claim, having set out a description of both Limbs 1 and 2 at para. 5(3), and having set out a description of later events including the entry into of the Merger Agreement (at para. 10), and completion (at para. 16), then continued at para. 22 (my emphasis added): “By reason of the facts and matters aforesaid, for the purposes of clause 5.6 of the Terms, (1) the MURF Transaction, being an Equivalent Transaction, completed within a period of 12 months after the effective date of termination of the Appointment of the Claimant; and/or (2) the Merger Agreement was entered into during the term of the Appointment of the Claimant and subsequently resulted in a completed Equivalent Transaction ”.

107. In my opinion, the underlined words clearly flag reliance on the Limb 2 argument as a basis of liability. It is true that the re-Amended Defence, in pleading to para. 22 at para. 23.2.3, denied liability on the footing that “ the Appointment was never ‘terminated’ ” (i.e., the defence was that liability on either basis would arise only if the Agreement was “ terminated ” early). But that defence did not limit the scope of the pleaded claim, and left open the argument – as a matter of pleading at any rate – that liability could accrue even absent early termination, in a case where a precursor agreement was entered into during the Agreement’s 12 month term.

108. Mr Green KC in submissions drew attention to correspondence between the parties’ solicitors in June 2025, in which Strand Hanson’s solicitors took a different position, and affirmed that their case was premised on completion of an Equivalent Transaction within 12 months of termination – thus apparently disavowing any reliance on Limb 2. This was then the position adopted in the List of Issues (see above). Again though, correctly, Mr Green KC did not seek to suggest that the position confirmed in correspondence was binding or otherwise had preclusive effect at the trial.

109. The result is a somewhat confused and messy picture. None of it affects my view of the proper construction of clause 5.6 of the Terms, for the reasons already set out above. I reject Mr Green KC’s jury point, that the Limb 2 argument is obviously a bad one because no-one had thought of it earlier. In my view they had. In any event the argument appears to me to have obvious intrinsic merit and to be correct. I do consider it unfortunate that the result of the correspondence and of the List of Issues was to focus effort in the preparation phase on the Limb 1 argument only, and to blindside Conduit to the importance of the Limb 2 argument until Mr Isaac KC’s Skeleton was received. Such matters though do not persuade me to take a different view on the issue of substance. They may, however, be relevant to the question of costs. The Limb 1 Argument

110. Strand Hanson maintained the Limb 1 argument at trial, but in my view this can now be disposed of fairly shortly, for reasons which will be apparent from the view I have already expressed about the proper construction of clause 5.6 of the Terms.

111. Limb 1 has a threshold condition. It applies only, “ Where the Appointment is terminated for any reason ... ”. Success on the Limb 1 argument is therefore contingent on Strand Hanson being correct that expiry of the Agreement by effluxion of time is sufficient to satisfy that condition. I do not think that can be correct, for the following reasons.

112. To begin with, there is the plain meaning of the relevant wording looked at on its own terms. I think Mr Green KC is correct that the sense conveyed by the words, “ [w]here the Appointment is terminated ... ”, is that some active step needs to be taken in order to bring about termination. Termination – in the relevant sense – is not treated as a certainty (which it would be if the concept included expiry by effluxion of time). The language assumes it might or might not happen, and that if it is to happen, some act is required to bring it about.

113. That conclusion is reinforced by the fact that, elsewhere in the Agreement, the idea of expiry by effluxion of time is distinguished from the idea of “ termination ” in the more limited sense of early termination. For example: i. In dealing with the question of duration, clause 5 of the Letter distinguishes between (a) the Agreement coming to an end on completion of the Transaction or on its first anniversary, and (b) it being “ terminated early by mutual agreement or in accordance with [its] terms ... ” (my emphasis). ii. When clause 5.6 itself references “ the term of the Appointment ” in Limb 2, it is obviously referring to the agreed 12 month period of the Agreement, and is doing so in contrast to the scenario in which there is “ termination ” (i.e., early termination) resulting in a Tail Period. Hence the phrase, “ ... if an agreement is entered into during the term of the Appointment or within the Tail Period ”. iii. Clause 6 of the Terms is headed, “ Termination ”. Its elaborate provisions are almost entirely concerned with the circumstances in which early termination of the Agreement might occur, and if it does, what the consequences will be. The one exception is in clause 6.9, but this only emphasises the point that expiry by effluxion of time is something different to termination, because in describing when Strand Hanson might be obliged to carry on providing services after the Agreement has come to an end, clause 6.9 makes it clear that the obligation arises however that has come about – whether by (early) termination or otherwise. Hence the opening words of clause 6.9: “ Notwithstanding the termination or expiry of the Agreement ” (emphasis added).

114. As against all this, Mr Isaac KC for Strand Hanson had only limited points to make. One was that clause 6.7 of the Terms (see at [75] above), which sets out a list of provisions expressly identified as surviving “ termination ”, must have been intended to include termination in a sense including expiry by effluxion of time. I see the logic of that point, but I consider it a rather weak one when clause 6.7 is looked at in the context of clause 6 as a whole. In my view clause 6 as a whole is plainly concerned with the possibility of, and consequences of, an early termination. Properly construed, clause 6.7 was intended to cover that situation as well: its purpose was to make it clear that, even in the event of early termination, certain provisions would continue to have an afterlife. In this regard, I consider that Mr Green KC was correct to say that clause 6.7 links back to clause 6.1. Clause 6.1 is a somewhat obscure provision, but what is clear is that the scheme for early termination it describes was intended to be “ without liability or continuing obligation to the other party, save as provided in the Letter and these Terms ”. The wide language in the first part of this phrase, designed to limit liability in the event of early termination, obviously required some saving language to make it clear that not everything in the Agreement would fall away if it was brought to an end prematurely. Clause 6.7 addresses that point. Viewed in that way, it has a purpose and function which confines its scope to cases of early termination. The fact that it says nothing about what happens if the Agreement runs its course does not compel any different conclusion. That is a different problem, giving rise to a separate question of contractual construction, which can be addressed on its own terms by asking which provisions are intended to survive the Agreement’s one-year anniversary. One might well end up with the same list, but by a different and equally permissible route.

115. The other specific point made by Mr Isaac KC rested on the definition of “ Prospect ” (above at [79]), which contains the phrase, “ Where the Company is introduced to a prospect that does it [sic.] not participate in an initial Fund Raise, but from which the Company subsequently obtains funding at any time during the term of this Agreement and for two (2) years after its termination , such Prospect shall be deemed to be a Prospect for the purposes of this definition ” (my emphasis). Mr Isaac’s argument was that it is difficult to make sense of this language if “ termination ” excludes the Agreement reaching the end of its term. I tend to agree with that, but this isolated instance is something of an outlier, and moreover occurs in the definition of a phrase (“ Prospect ”), which then is nowhere used in the Letter or in the body of the Terms themselves. In my opinion, this aberration is not a point of sufficient weight to displace the analysis set out above.

116. Finally under this heading, Mr Isaac also relied on a more general argument based on commercial commonsense. He submitted that Conduit’s case on Limb 1 and the meaning of “ termination ” gave rise to an illogicality. It would mean that if Conduit chose to terminate the Agreement after a month on 14 August 2022, it would then be liable to Strand Hanson if any Equivalent Transaction completed on or before 14 August 2023. But if there was no early termination and the Agreement ran its course and expired on 14 July 2023, with Strand Hanson continuing to work up to that point, it would not get paid under the Agreement even if the transaction it was working on (i.e., the Transaction) or an Equivalent Transaction completed shortly thereafter.

117. In my opinion, however, there is no obvious irrationality in these outcomes. For one thing, I am not persuaded that the commercial risk contemplated by the second outcome is a seriously problematic one. The scenario described contemplates continued co-operation and work with Strand Hanson during the lifetime of the Agreement. In such a scenario, in which a lot of work has been done and completion is approaching, one might well expect the Agreement to be extended or revised by consent. The problem contemplated by the first scenario, which is what clause 5.6 is intended to address, is about what happens if there is no co-operation and instead hostility: i.e., a desire in one way or another to try and cut Strand Hanson out of the picture and to avoid paying any fee. I have already set out above my view on how clause 5.6 was intended to operate, and what its commercial purpose was (see at [90]). In my opinion, it had a clear purpose and operated coherently in a manner designed to avoid obvious cases of abuse by Conduit, for example by it seeking to avoid payment of any fee by terminating the Agreement early without good reason and/or extending the time for completion of any Equivalent Transaction, in either case most likely in conjunction with it excluding Strand Hanson and engaging another adviser. In consequence, I do not agree with Mr Isaac KC’s argument based on lack of commercial commonsense. Other construction points

118. Mr Green KC relied on three other points of construction, but only the first was developed in his oral closing submissions. This was the submission that the MURF Transaction was not, in fact, an Equivalent Transaction, when compared to the original Transaction involving Galmed.

119. Mr Green KC’s main point was that in order to conduct a fair comparison, one would need to compare the core elements of the Galmed Transaction with the core elements of the MURF Transaction; and that was not possible, because not enough had happened in connection with the Galmed Transaction for one to be clear what its core features were intended to be – for one thing, the Engagement Letter contains only a high level description (“ the proposed takeover of the Company by Galmed ”), and for another, although a term sheet had been prepared by Conduit (see above at [31]), it was never signed by Galmed, and so one could not look at it to conduct a comparison with the MURF Transaction.

120. I am not persuaded by those submissions. Looking back to the words of clause 5.6, the requirement is only to identify “a transaction that is similar to that proposed pursuant to the Appointment or which has a substantially similar economic effect to the [Galmed] Transaction.” This general language suggests to me that the exercise was never intended to depend on detailed points of comparison between the Galmed Transaction and anything which replaced it. What is important is the overall economic effect, which need not be identical but only similar. Thus in my view, a high level comparison is justified. I am not at all persuaded that a comparison might only properly be carried out once a term sheet for the originally proposed transaction – here, the Galmed Transaction – had been prepared and approved by the potential counterparty. That would be impractical, and would provide an easy way of evading any liability to pay remuneration, by avoiding finalisation of any agreed term sheet.

121. In my opinion, enough here was known about what Conduit itself wished to achieve from the Galmed Transaction for a sufficient comparison to be made. What it wished to achieve was a reverse takeover resulting in a NASDAQ listing, at a valuation in the region of US$650m with US$50m of PIPE funding. That much was clear from the proposed Galmed term sheet, albeit that Galmed did not sign it. In the event, that desired outcome was essentially what was achieved with MURF. Thus, I agree with Mr Isaac’s submission that both transactions were means of procuring public listings of Conduit on NASDAQ at a valuation of US$650m, effected by way of a reverse takeover under which Conduit management took control of the combined entity.

122. In my view, a relevant piece of evidence on this issue is the view Dr Regan took of the transactions at the time. He regarded them as essentially interchangeable. I have set out Dr Regan’s oral evidence above (see at [30]): having doubts about the Galmed Transaction by July 2022, he was hedging his bets and considering an alternative de-SPAC merger with AGP. But his evidence was clear that he would have been prepared to run with the Galmed Transaction if it had been ready to proceed. As he put it, he was buying optionality. By that I understood him to mean that either route would get him, in commercial terms, to where he wanted to be. That seems to me to be entirely correct, and I accept De Regan’s evidence. But it seems to me inconsistent with the idea that the MURF Transaction was not an Equivalent Transaction.

123. Certain points of difference between the two transaction were set out in Conduit’s Skeleton Argument – i.e., (i) the fact that Galmed was an established business with existing management who would need to be dealt with somehow; (ii) the fact that the mechanics of the transactions would have needed to be different; (iii) some differences (or possible differences) in tax and regulatory treatment; and (iv) the fact that in the end, the PIPE funding raised on the MURF Transaction was US$20m, not US$50m.

124. None of these points was pressed in oral submissions, however, and I think rightly so. Items (i) and (ii) are really only about deal mechanics and practicalities, rather than overall economic effect. Items (iii) to (iv) are about economic effect, but neither of the points was sufficiently clear or sufficiently developed to persuade me that either individually or together they should result in MURF not being treated as an Equivalent Transaction. The same overall objective of a listing was achieved, at the same overall valuation, so in my opinion it is correct to treat the combination with MURF as an Equivalent Transaction, whatever detailed points of difference existed.

125. That was Mr Green KC’s first additional point of contractual construction. The remaining two were not developed in closing the case, and I can mention them briefly.

126. The first was the submission that any Equivalent Transaction had to be with Galmed, and the second was the submission that even in the case of an Equivalent Transaction, Strand Hanson could only claim payment if it had provided Conduit with the services contemplated by section 1 of the Letter.

127. I think one can deal with these points together. Both fall away given my view of the purpose of clause 5.6 of the Terms, which was to provide protection to Strand Hanson against the risk of Conduit cutting it out of the picture and, having engaged another financial adviser in respect of an alternative transaction, then seeking to avoid payment of its fee. The way the risk was managed was by imposing a contractual liability which arose in a mechanical way, on the occurrence of specified events. Given the nature of the risks involved, it is not surprising that those events did not include completion of any transaction with Galmed or Strand Hanson actually having provided any services. The point of the clause was to trigger liability even if a rival transaction was concluded with someone else which Strand Hanson had nothing to do with. That being my view of it, I reject Mr Green KC’s second and third additional points of construction. VIII. Some Disputed Points

128. I will here deal with certain of the more contentious points which arose on the evidence, some of which Mr Green accepted were in the nature of jury points. I agree with that characterisation, since none of them to my mind has a bearing on the issues of contractual construction I have already dealt with above. Since they were raised, however, I should deal with them briefly.

129. First, Mr Green KC drew attention to the fact that, whereas in the earlier engagements concerning CloudTag Inc. and Sirius Petroleum, the provisions concerning the Tail Period and Equivalent Transactions were set out in the body of the relevant engagement letters, at some point they had been relegated to Strand Hanson’s terms and conditions. Although Mr Green KC made clear this was not a nefarious decision, he nonetheless submitted that it was a deliberate one, and the consequence would be that unless a client actually read through the terms and conditions, they would not be aware of clause 5.6.

130. I do not consider there is anything of substance on this point. The CloudTag and Sirius engagements suggest that tail period provisions are not unusual in engagements of this type. Dr Regan and Mr Bligh, who were involved in negotiations over the present Terms, are experienced and sophisticated professionals, with access to legal advice. I see little force in the argument that they cannot be expected to have known what they were committing themselves to.

131. Mr Green KC’s second point was a related one. The nub of his submission was that Mr Raggett must have been aware of the change in the length of the Tail Period from 6 months to 12 months (between the 2021 Engagement Letter and the final Engagement Letter), but had failed to draw attention to this and indeed had given an entirely misleading impression by saying in his email of 13 July 2022 (above at [38]) that Strand Hanson’s terms and conditions remained unchanged.

132. As to this, I agree that the email of 13 July 2022 was inaccurate, but I am not persuaded that that was the result of a deliberate act by Mr Raggett, and it was not suggested that anyone was actually misled by it.

133. Mr Raggett’s evidence was rather confused on this topic. In his written evidence he said that “ [t]he ‘tail’ was discussed and debated and is a common arrangement in investment banking ”. At one point in his cross-examination, he said he thought there had been debate with Dr Regan about the Tail Period, and that his “ working assumption ” was that there would have been a discussion about the change to 12 months rather than 6.

134. On the other hand, it was clear from Mr Raggett’s oral evidence that his actual recollection (as opposed to his supposition about what might have happened) was in fact very limited. Thus at one point in discussing the Tail Period he said, “ I have a recollection of the discussion. I can’t remember the detail ”; and at another point he said that he did not appreciate at the time that there had been a change from 6 months to 12, that he could not recall who would have made the amendment, and that he thought 12 months was “ our standard ” – all of which is inconsistent with the idea that he had had a specific discussion with Dr Regan about the change from 6 to 12.

135. I find on the balance of probabilities that there was no such specific discussion, but I do not think that was the result of any deliberate decision or deliberate attempt to mislead. I consider it much more likely that, although there was discussion about the headline points of the Strand Hanson remuneration package (i.e., about the amount of the cash advisory fee and of the carry share percentage), those discussions did not descend into detailed debate about the language of clause 5.6, including the change from 6 to 12 months. Quite how the change came about remains a mystery: it was not a pleaded point and so was not investigated via disclosure or in the evidence. But it is true that both the CouldTag and Sirius Petroleum engagement letters include a 12 month (not 6 month) Tail Period, which supports Mr Raggett’s assertion that 12 months was Strand Hanson’s standard. That in turn suggests it would have seemed unremarkable at the time and not have merited specific discussion. In short, I prefer Mr Raggett’s account given in cross-examination, that he was simply not aware of the change or at any rate did not focus on it. That appears to me to be more consistent with the inherent probabilities. The principals involved in negotiating the retainer terms, all of whom were experienced business people who knew each other well, are much more likely to have been interested in the big picture (how much was to be paid), rather than in the specifics of the terms and conditions covering every permutation in which liability might arise.

136. Mr Green KC’s third point arose during Mr Raggett’s cross-examination on the email to Mr Cohen of Galmed set out above at [28]. Mr Green fixed on Mr Raggett’s suggestion to Mr Cohen that, “... you and I should discuss this early doors – I expect to be excellently remunerated, and as out partner in bringing this together we will ensure you are as well . ” Mr Green suggested that what Mr Raggett had in mind was some form of payment to Mr Cohen by way of personal financial inducement. Dr Regan in his evidence had a more graphic phrase for it: he said that Mr Raggett had “... offered Doron a lick of his lolly ”. Mr Raggett denied this.

137. The point was not developed in closing submissions, but for the avoidance of doubt I should explain that in my view, it is impossible to conclude there was anything improper in Mr Raggett’s suggestion. The point was a new one, which had not been pleaded and emerged only during cross-examination as a point possibly going to credit. Thus, the background had not been explored, whether through disclosure or otherwise. Mr Raggett explained there were ways of looking at the email which suggested an entirely innocent motive: for instance, Mr Cohen, as well as being the acting Finance Director of Galmed at the time, was also associated with the Tangram Strategic consultancy which acted as a fundraiser, and which Mr Raggett thought would expect to receive a fee or commission for Mr Cohen’s role in trying to help Galmed. Mr Raggett said that, “ within the confines of what is permissible and what it not ”, he would have been happy to entertain such an arrangement . I accept that explanation, and thus reject the notion that I should assume Mr Raggett was behaving inappropriately in making his comment to Mr Cohen. IX. Quantum The Remaining Dispute

138. Assuming liability to be established, there was no issue between the parties as to payment of the US$2m cash advisory fee, due under para. 4.1 of the Letter. The dispute was as to the basis for assessing damages in connection with the failure to deliver the Carry Shares under para. 4.2.

139. The contest here arose from a difference between the experts, but this gave rise to an issue of principle. The Views of the Experts

140. To start with the positions of the experts, I have already mentioned above that by the conclusion of the trial, the parties were agreed that the appropriate date for assessment was the Second Valuation Date of 20 March 2024 – i.e., the date falling 180 days after completion of the MURF transaction in September 2023, after which it was agreed any possible lock up period applicable to the Carry Shares would have ended, and Strand Hanson would have been free to deal with them.

141. The trading price by mid-March 2024 was just over US$3.00 per share. In their Joint Statement, however, both Mr Silberman (Strand Hanson’s expert) and Mr Steadman (Conduit’s expert) agreed that the Conduit shares were thinly traded at that time, and that the relevant trading volumes would not have allowed the Carry Shares to be sold in the public market all at once. Mr Silberman

142. From that common starting point, the experts pursued differing methodologies. Mr Silberman for Strand Hanson offered two valuation approaches. The first assumed a public sale of the Carry Shares over time, which he modelled using a simulation. The second assumed a pledge of the Carry Shares, and sought to identify the amount that could have been raised by a pledge.

143. Mr Silberman’s public sale model simulated a programme of ongoing sales of the Carry Shares, calibrated according to actual sales volumes from March 2024 onwards. The basic parameters were to assume that if any single trading day’s volume in dollar terms was over US$1m (representative of a more liquid market), then Strand Hanson would have targeted 25% of the day’s volume; and if it was below US$1m, then Strand Hanson would have been less aggressive, targeting 12.5% of the trading volume. Mr Silberman’s evidence, which I accept, is that these parameters are comparable to those available on the Bloomberg LP Transaction Cost Analysis function, which is widely used to model trading in listed equities. Using his simulation, Mr Silberman expressed the view that if sales had commenced in the public market on 20 March 2024, it would have taken until 16 July 2024 to sell 6.5m shares, resulting in total proceeds of approximately US$3.5m.

144. Additionally, Mr Silberman offered the view that Strand Hanson could have obtained a cash advance against a pledge of the Carry Shares. In suggesting this, Mr Silberman was inspired by the fact that on 26 March 2024, entities associated with Dr Regan had pledged their shareholdings to Royal Bank of Canada, which provided a loan of US$4,750,000. Mr Silberman posited the idea of a non-recourse loan (i.e., a loan as regards which the lender’s only recourse would have been against the pledged shares), at a conservative loan to value ratio of between 20% and 30% of the traded value (his evidence was that in the US, the Federal Reserve sets initial margin requirements at 50% of the value of a shareholding), producing cash proceeds in a range between US$4,290,000 and US$6,435,000, as follows: i. 6.5m shares x US$3.30 x 20% = US$ 4,290,000. ii. 6.5m shares x US$3.30 x 30% = US$ 6,435,000. Mr Steadman

145. For Conduit, Mr Steadman had a different approach. This was to seek to identify a value based on a sale of the Carry Shares off market, via private treaty, following a reasonable period of marketing and buyer due diligence.

146. Mr Steadman’s view was that, in the absence of directly contemporary data, the best source was the value to be implied from the terms on which the PIPE investor, Nirland Limited, had chosen to invest in September 2023.

147. Nirland Limited in fact made two separate investments prior to the combination of MURF and Conduit, having a total value of US$22.6m. Its interests were protected via a complex set of agreements, including a Participation and Inducement Agreement of September 2023, under which it was given a claim over the proceeds of certain share sales by Corvus.

148. Mr Steadman’s opinion was that Nirland Limited would have invested on the basis of an expected return in the region of 30% to 135% - the 30% figure coming from research by Gahng and others on typical returns in PIPE investments published in 2023, and the 135% figure being implied by the price paid by Nirland Limited pre-merger for shares in the merged business.

149. After corrections made during cross-examination, Mr Steadman accepted that achieving a return of 30% as at March 2024 would require a sale value of 65 cents per share, and achieving a return of 135% would require a sale value of US$1.16 per share. As I understood Mr Steadman’s evidence, it was that since Nirland Limited must have assumed those potential values in September 2023 at the time of making its investment, it was reasonable to think that another investor in around March 2024 – after marketing and having been given access to detailed information via a due diligence exercise – would have valued the business in the same range.

150. Taking those implied share values and applying them to the Carry Shares then gives the following value range using Mr Steadman’s methodology: i. 6.5m shares x 65 cents per share = US$ 4,220,000. ii. 6.5m shares x US%1.16 per share = US$ 7,540,000. The Legal Approach

151. The approach advocated by Mr Green KC in his submissions was that the role of the Court is to assess on the evidence what Strand Hanson would actually have done with the Carry Shares in March 2024. He said the proper approach is to consider, on the counterfactual assumption that the Carry Shares had been delivered, what steps Strand Hanson would have taken to monetise them. He submitted that this exercise has to be approached on the balance of probabilities, so that if (for example) a case was being advanced about a possible private sale, it would be for Strand Hanson to produce evidence about the range of private purchasers in the market, and to satisfy the Court on the balance of probabilities that such a purchaser was in fact likely to come forward. He said it was not enough to engage in a form of hypothetical valuation exercise.

152. I do not agree with this basic submission, and am persuaded by Mr Isaac KC that the correct approach is a different one.

153. It is true that in some cases, for example those involving breach of duty by a solicitor, the chain of causation is not complete unless the claimant can show he would have taken certain steps: for instance, where negligent advice has been given which has led to the abandonment of a potential claim, that he would in fact have brought the claim had he been advised properly. It has been held that in such cases, where the cause of action is contingent on the claimant showing that in the relevant counterfactual he would have taken some initiating step, the claimant must prove as much on the balance of probabilities. If he cannot do so, then the chain of causation is incomplete, and there is no claim: see Perry v. Raleys Solicitors [2019] UKSC 5 , per Lord Briggs at [20].

154. As I see it, however, the present case is very different. Conduit’s contractual obligation was to deliver 6.5m Carry Shares to Strand Hanson. It failed to do so. That caused a loss to Strand Hanson. The chain of causation was complete at that point. All that remained was to quantify the loss.

155. That exercise of quantification does not depend on showing on the balance of probabilities what Strand Hanson would have done with the Carry Shares, had they been delivered. Instead, it depends on making an assessment of their value, doing one’s best based on the materials available.

156. This point is well illustrated by Oxus Gold PLC v. Oxus Resources Corporation & Anor [2007] EWHC 770 (Comm) . There, Templeton Insurance exercised warrants to subscribe for shares in Oxus Gold PLC at a price of 15.25p per share, but before subscribing had indicated in correspondence that its intention was to sell the shareholding once acquired. The shares were not delivered. Langley J rejected the submission that Templeton should be limited to damages representing the lost profit it had been deprived of in respect of its intended onward sale, which on the facts was a lower figure than the difference between the contract price and the market price on the day fixed for delivery (see at [80]). This was despite the fact that Langley J accepted, as a matter of probability, that had Oxus delivered the shares, Templeton would have sold them and would have realised the (smaller) profit figure.

157. This case shows that where what is broken is a contractual promise to deliver shares, what the innocent party is compensated for is the fact of not having them, not loss of the opportunity to be able to deal with them in the future.

158. In a case where there is a ready market, the problem facing the innocent party is easily fixed by them buying replacement shares, consistent with their obligation to mitigate their loss. They will then have what was promised, although if they have had to pay more than the contract price to end up where he should have been, they will be entitled to claim the difference as damages.

159. In the present case, there was no ready market in Conduit shares at the agreed valuation date in March 2024. Nor was it suggested by anyone that Strand Hanson’s duty to mitigate required it to seek substitute performance by buying replacement shares. That leaves one having to try and identify a figure for damages, designed as far as possible to compensate Strand Hanson for not having what it was promised, namely 6.5m freely tradeable shares in Conduit.

160. The lodestone is the compensatory principle. In relation to contractual damages, this means that the innocent party is, “ so far as money can do it, to be placed in the same situation, with respect to damages, as if the contract had been performed ”: Robinson v. Harman (1848) 1 Exch 850, at 855, (1848) 154 ER 363 at 365 (Parke B), recently cited by Lord Hamblen in Sharp v. Viterra [2024] UKSC 14 , at [84].

161. On the facts of this case, I agree with Mr Isaac KC that the obvious way of identifying a sum of money payable to Strand Hanson as damages is to seek to identify the monetary value of the Carry Shares it should have received but was deprived of, assessed as at the agreed valuation date. If Strand Hanson is paid an amount corresponding to that monetary value, it will then, consistent with the compensatory principle, be placed in the same situation as if the Agreement had been performed; or at any rate, be placed in the same position as far as money can do it. In my opinion, therefore, identifying as best one can a figure for the monetary value of the Carry Shares is the correct and principled way to apply the compensatory principle.

162. This process of quantification is not an exact science. Evidential difficulties in establishing the measure of loss are reflected in the degree of certainty with which the law requires damages to be proved. Thus, “ [w]here it is clear that the claimant has suffered substantial loss, but the evidence does not enable it to be precisely quantified, the court will assess damages as best it can on the available evidence ”: Chitty on Contracts , 32 nd Ed (2015) at 26-015, cited with approval by Lord Reed in One-Step (Support) Ltd v. Morris-Garner [2019] AC 649 , at [38]. The same principle was referenced by Foxton J in Rolls-Royce Holding PLC v. Goodrich Corporation [2023] EWHC 1637 (Comm) , at [135].

163. In my view, that is the approach I must adopt here. I think it clear that Strand Hanson has suffered substantial loss, but there are evidential difficulties in identifying it precisely, given the state of the market in Conduit shares in March 2024. I must therefore do the best I can on the available evidence. Conclusion on Damages for Failure to Deliver the Carry Shares

164. The evidence in this case is somewhat imperfect, but I agree with Mr Isaac KC that it provides the Court with a number of data points to help inform an analysis. These are set out above, but can be summarised as follows: Method Value/Range (US$) Silberman public sale (based on simulation) 3.5m Silberman pledge 4.29m to 6.44m Steadman private sale (based on Nirland investment) 4.22m to 7.54m

165. For Strand Hanson, Mr Isaac KC pointed to the significant overlap between the ranges for Mr Silberman’s pledge arrangement, and Mr Steadman’s private sale. Mr Isaac drew attention in particular to the fact that these ranges have a mid-point of very close to US$5.5m, which he said would be a fair figure to take.

166. Mr Green KC had a different view. He submitted that, as he was entitled to, he chose not to place any reliance on what he called the weak evidence of his own expert, Mr Steadman. Moreover, he submitted that it was not open to Strand Hanson to rely on Mr Silberman’s pledge methodology, because the experts had not been instructed to opine on what amount could be advanced by way of loan, but instead on what a disposal price would have been. He thus preferred Mr Silberman’s public sale simulation method, but said it should be discounted further from US$3.5m, because that figure failed to make proper allowance for the fact that sale of such a large volume of shares (6.5m) would itself had have a downward impact on the market price.

167. I can start with this latter submission. I reject it because the point of Mr Silberman’s model was to simulate a graduated sale of the Carry Shares over time, in a manner designed to reflect trading volumes. I do not consider that any further discount is warranted.

168. Neither do I think it justified to ignore Mr Steadman’s figures based on a private market sale. It is true, there were some weaknesses in Mr Steadman’s approach, in particular the fact that it was based on values to be implied from a commercial deal struck by Nirland Limited in September 2023, at some distance from the agreed valuation date in March 2024. All the same, I consider that Mr Steadman’s basic methodology was sound and that his range represented his best professional effort to state a value based on the information available to him.

169. As to Mr Silberman’s pledge figure, I do not think that can be so easily dismissed. As Mr Silberman explained when giving oral evidence, his assessment assumed a pledge on a recourse only basis – i.e., on the basis that in terms of enforcement, the lender would be able to have recourse only to the pledged shares, and not to the borrower’s other assets. Under such an arrangement, the lender will obviously be incentivised to lend at a level corresponding to the realisable value of the shares which are pledged – what Mr Silberman called “ marginable securities ”. To put it another way, I think it too simplistic to characterise Mr Silberman’s assessment as reflecting only what might be borrowed, because what might be borrowed in the context of a recourse only loan is likely to correspond closely to a conservative view of the realisable value of the pledged assets. I also consider it significant that there is such a degree of overlap between Mr Steadman’s range and Mr Silberman’s range. They operate as cross-checks on each other, and the fact that two experts acting independently have come to such similar figures using different methodologies is naturally reassuring.

170. In the circumstances, and doing the best I can on the evidence available, I consider that the appropriate figure should be within the ranges identified by Mr Steadman’s private sale analysis and Mr Silberman’s pledge analysis. I consider though that, given the uncertainties, I should be slightly more conservative than Mr Isaac’s US$5.5m mid-point. I find that the correct figure is US$5m, and will award damages on that basis. X. Conclusion and Summary

171. The upshot is that Strand Hanson succeeds in its claim both in respect of the US$2m cash advisory fee, and in respect of its claim for damages in respect of the 6.5m Carry Shares, which I assess in the amount of US$5m.

172. I invite the parties to seek to agree an order reflecting the terms of this Judgment, and any necessary consequential matters.