TERMS AND CONDITIONS OF – COLLAS CRILL CORPORATE SERVICES LIMITED

Terms and Conditions of Business each of their respective holding , The following Terms and Conditions will govern the subsidiaries and basis on which Collas Crill Corporate Services Limited associated companies (CCCS) provide the Services to you and will be (as those expressions deemed to have been agreed by you and each are defined by the Managed Entity (as defined below) by your Companies Act acceptance of any of the Services or by you instructing (Revised)) and us to provide any of the Services following receipt of a partnerships and any copy of these Terms and Conditions, irrespective of related companies and whether you have signed an Agreement (as defined partnerships from time below). We contract on the basis of these Terms and to time and their Conditions only, save to the extent they are disapplied respective successors or varied in, or supplemented by, an Agreement. in title; Acceptance by us of any instructions from you shall be upon these Terms and Conditions which shall override (b) where the Client is an any other terms and conditions stipulated or individual, the heirs incorporated by you in your instructions or any and personal negotiations, unless expressly agreed in an representatives of Agreement. You and each Managed Entity agree to be each individual bound by these Terms and Conditions. Client; and

In the event of any conflict between terms of these (c) in all circumstances, Terms and Conditions and those of an Agreement, the any person from time terms of the Agreement will prevail. to time controlling, controlled by, or We reserve the right to vary these Terms and under common Conditions and/or the Schedule of Charges in our sole control of, either and absolute discretion from time to time, including CCCS or the Client during the course of provision of Services without your (as the context may prior consent. require).

These Terms and Conditions and the Schedule of Agreement means any agreement in Charges, and any future variations to them, will be writing, including (but not published on our website at limited to) any services https://www.collascrill.com/services/collas-crill- agreement, engagement corporate-services-limited/ by way of public notice to letter or email, between all current and prospective clients. You will be bound CCCS, the Client and/or a by any revision of the Terms and Conditions and the Managed Entity detailing the Schedule of Charges upon such publication. A current Services to be provided copy of these Terms and Conditions will also be made and/or our fees. available for inspection at our offices. Appointee means any person 1 Definitions and Interpretation appointed by CCCS to provide any of the Services 1.1 In these Terms and Conditions (unless the on its behalf context otherwise requires) the following words and expressions shall have the Business means any day on which following meanings: Day banks are open in Cayman (which for the avoidance of Affiliate means: any doubt does not include any Saturday, Sunday or any Public Holiday in the (a) in relation to both Cayman Islands). CCCS and, where the Client is a body corporate, the Client, Client, you or means any person to whom

yours CCCS provides the Services Employees means all directors, officers, (including such person's employees, administrators, Affiliates). consultants and agents of CCCS from time to time, and Collas Crill means a legal partnership in all directors, officers, the Cayman Islands which employees, administrators, provides legal services in consultants, partners or respect of Cayman law. agents of Collas Crill or any of its subsidiaries or affiliated or associated Collas Crill means CCCS, a companies or partnerships. Corporate with Services registered in the Cayman Limited, we, Islands with registered External means our statement as our or us number 111498 whose Privacy available at registered offices is at Floor Statement www.collascrill.com/privacy- 2, Willow House, Cricket statements. Square, PO Box 709, Grand Cayman KY1-1107, Cayman Managed means any body corporate, Islands. Entity partnership, foundation, foundation company, Data means the Data Protection association or other person Protection Act (as revised) and the to which or in respect of Legislation Data Protection Regulations which Services are provided (as revised). pursuant to these Terms and Conditions and/or an

Agreement. Disclosure means any requirement to Proper means any instruction, Obligations exchange or disclose Instruction recommendation or request information pursuant to: received by us in respect of any of the matters referred (a) any Regulations relating to in these Terms and to automatic exchange Conditions or an Agreement, of information for fiscal given or purported to be or other purposes, given by: including (without limitation) any (a) you, the Client; or Regulations in force in the Cayman Islands to implement the (b) any of the directors, Intergovernmental partners or council Agreements signed by members (as the Cayman Islands and applicable) of the each of the US Managed Entity; or Government and the UK Government to comply (c) the secretary (if any) with requirements under of the Managed Entity; the Foreign Act Tax or Compliance Act (FATCA) and the (d) such persons as the Common Reporting Managed Entity has Standards (CRS) authorised to give the respectively, and any particular class of Mandatory Disclosure instruction in question. Rules on CRS The Managed Entity Avoidance will notify CCCS in Arrangements and writing of the names Opaque Offshore and addresses of any Structure in force in the such persons Cayman Islands; or authorised to give Proper Instructions. (b) any notices properly Such notice in writing issued under any Tax will be conclusive Information Exchange evidence of a person’s Agreement. authority to give Proper Instructions,

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until CCCS is provided respectively replaced, amended, extended or with written notice to consolidated. the contrary. 1.7 References to any document shall be Without limitation to the construed as a reference to such document means by which Proper as the same may be amended, Instructions may be given, supplemented, varied, substituted, novated or Proper Instructions may be assigned. given orally, by letter, telephone, fax, email or any 1.8 References to CCCS shall include a other means of electronic reference to any successor company and transmission in readable permitted assigns. form in accordance with these Terms and Conditions. 1.9 The expression person shall be construed to include references to any person, firm, Schedule of means any schedule of company, partnership, foundation, Charges standard annual fees, hourly or any agency of it. rates and administrative charges published by CCCS 1.10 $ and US Dollars denotes the lawful currency from time to time. of the United States of America.

Services means all services provided 2 Provision of Services to, carried out or performed for or on behalf of or in 2.1 We shall provide the Services as set out in an connection with (whether Agreement or as otherwise agreed in writing before or after its with you and/or the Managed Entity on the establishment) any terms set out in these Terms and Conditions, Managed Entity by us or any as varied or supplemented by the relevant Appointee or Employee Agreement. (including without limitation the provision of councillors, guardians, directors, anti- 2.2 Our provision of the Services is conditional money laundering officers upon us receiving: and shareholders and the administration of such (a) any payment on account required Managed Entity), as more pursuant to these Terms and particularly set out in an Conditions or any Agreement; Agreement or as otherwise provided in relation to such (b) such client due diligence information Managed Entity. and documents as we may require to comply with the Regulations. 1.2 Headings in these Terms and Conditions are inserted for convenience only and shall be 2.3 We may at any time in our sole discretion act ignored in construing this document. or omit to act in relation to the Services (upon so advising if we deem it appropriate) and we 1.3 Unless the context otherwise requires, words shall not be liable to any person or entity for (including definitions) denoting the singular such exercise of its discretion. number only shall include the plural and vice versa. 3 Proper Instructions

1.4 Unless the context otherwise requires, words 3.1 We may in our sole discretion accept any (including definitions) denoting the masculine Proper Instruction that we believe to be gender only shall include the feminine or genuine and from a person duly authorised to neuter and vice versa. give such Proper Instruction, whether received orally or in written form (including 1.5 Any discretion or power which may be electronically or by facsimile). If any such exercised or any determination which may be Proper Instruction is given otherwise than in made under these Terms and Conditions by writing then as soon as is reasonably CCCS may (save as otherwise provided possible such communication shall be sent to below) be exercised or made in its absolute us in written form. and unfettered discretion. 3.2 Without prejudice to Clause 3.1 above, where 1.6 References to any Regulations shall be we do not believe that the person giving a construed as referring to such Regulations as Proper Instruction is duly authorised or where we are given a Proper Instruction that we

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believe to be unclear or contradictory, we interest in a business, neither CCCS nor its may refuse to act upon such Proper Appointees or Employees shall be bound or Instruction until we receive evidence to our required to interfere in the management or satisfaction as to the Proper Instruction or the conduct of such business, save to the extent person giving the same and CCCS, its required for them to fulfil their duties imposed Appointees or Employees shall not incur any by law to or in respect of the Managed Entity liability for such refusal to act. where they have been appointed as officers of the Managed Entity. 3.3 CCCS, its Appointees or Employees shall not incur any liability for: 6 Provision of Information

(a) failure to comply with any Proper 6.1 All information provided by you and/or a Instruction which is not in writing or Managed Entity to us must be true, complete which is incomplete, ambiguous or and not misleading and will be so maintained contains errors; at all times.

(b) the non-receipt of any Proper 6.2 You and each Managed Entity must, Instruction, written or otherwise; or immediately upon becoming aware of any relevant facts, notify us of: (c) the lack of authority of any person purportedly giving a Proper (a) any event which could be reasonably Instruction on behalf of the Client. foreseen as having an adverse effect on the ability of the Client or the 3.4 Where the Client is constituted by two or Managed Entity to discharge its more persons then we may accept a Proper obligations as they fall due or carry Instruction from any of those persons unless on its activities or upon our agreed otherwise in writing between us and willingness for any other reason to the Client. continue to provide the Services;

4 Delegation (b) any changes, proposed or otherwise, in the ownership, or beneficial or 4.1 We may appoint agents or other delegates to intermediate ownership or perform in whole or in part any Services or beneficiary of the Managed Entity; matters connected with the Services in which and case, such delegation shall, for the avoidance of doubt, be undertaken and performed in (c) in respect of the Client or the accordance with applicable Regulations. We Managed Entity, any actual or will provide you with prior written notice of threatened litigation in any any such appointment. jurisdiction or any actual or threatened investigation or 4.2 Save as required by law or regulation in prosecution by any judicial, relation to a particular Managed Entity, there regulatory or police authority and shall be no obligation on us, our Appointees any progress thereof, or Employees to appoint any such agent or delegate and the appointment of the same (and will immediately provide us with such shall be at our sole and absolute discretion. details in relation to the same as we may from time to time require). 4.3 Any such appointment shall be at the expense of the relevant Managed Entity (but 6.3 You and each Managed Entity must promptly may at our absolute discretion be paid by us provide us with all other information which is and charged to the Managed Entity as a from time to time requested by us in order to disbursement). enable us (so far as is possible and in its direct control) to ensure that the Managed 4.4 To the greatest extent permitted by law or Entity is run in a proper and business-like regulation, neither CCCS nor any Appointee manner and complies with all applicable or Employee shall be liable for any loss Regulations. caused to any person by agents, delegates or other persons whose appointment or the 6.4 Without prejudice to the generality of the continuation thereof has been made in good foregoing, you must promptly provide us on faith and without neglect. request with full details of any controller, settlor, beneficiary, donor, founder, protector, 5 Management of Business guardian or intermediate or ultimate beneficial owner of each Managed Entity including any person adding to or receiving assets from the Where the assets or part of the assets of a Managed Entity, and any person on whose Managed Entity comprise a business or any

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instructions, advice or signature we shall be Schedule of Charges, we shall be requested to act, as we shall require from entitled at any time to make such time to time. further charge as we see fit for additional fees where the amount of 6.5 You and each Managed Entity must time required of us to render immediately inform us of any material services, the priority given or any changes to any information provided. other circumstances in our opinion justifies such further charge. 6.6 You and each Managed Entity acknowledge that we may be required from time to time in (c) The Employee responsible for your connection with the provision of the Services, work will always be willing to discuss to supply copies of information (including the basis for charging a particular without prejudice to the foregoing, any matter at the outset, which will be as information held in connection with the anti- set out in the Schedule of Charges, money laundering and other obligations of unless agreed otherwise by us in CCCS under applicable Regulations in writing in an Agreement or respect of the Client and/or the Managed otherwise. Entity) to other third parties and/or may be required to suspend the provision of any (d) Where an estimate of fees is Service or any aspect thereof or otherwise requested and given, it is only an decline or delay the implementation of any indication of the amount anticipated instruction received from or on behalf of the as being the likely charge and shall Client. The Client and each Managed Entity not be regarded as an agreed fee for acknowledge that we may not be able and the work or transaction, unless shall not be compelled, save by any court or specifically confirmed in writing as authority with competent jurisdiction to inform such in an Agreement or otherwise the Client or any Managed Entity of any by a director of CCCS. action or inaction contemplated by this Clause 6.6. 8.2 Interim Billing

7 Tax Returns Unless we agree to the contrary in writing, in an Agreement or otherwise, we will render 7.1 Any taxation returns required to be submitted regular interim invoices, usually on a in the country of residence of the Client or quarterly basis in arrears. Fees for certain elsewhere in connection with the Client or Services are subject to an annual minimum, any Managed Entity in connection with any as set out in an Agreement or our Rates (as funds derived from the Managed Entity, will applicable). These minimum charges will be be submitted at the appropriate times by the invoiced annually in advance. Should the total Client. work necessary in any calendar year outweigh any advance billing, we reserve the 7.2 Alternatively the Client will advise us in right to invoice any additional fees in arrears writing of the need for such returns to be and will normally do so on a quarterly basis. submitted should the submission of tax returns form part of the Services provided by 8.3 Disbursements us, and in which case the Client shall promptly provide all such information and (a) We shall be entitled to be documentation as we may reasonably require reimbursed for all disbursements in respect of such submission. and out of pocket expenses incurred by us on behalf of you, a Managed 8 Costs, Fees and Disbursements Entity or otherwise in performing the Services. 8.1 Fees (b) Disbursements, as these are (a) We shall be entitled to be paid fees incurred, will be added to the in respect of the Services in applicable interim or final invoice accordance with the relevant rendered. Depending upon the provisions of any Agreement matter in question, we may request a provided always that should there be payment on account of future costs no such provisions we shall be to be incurred. entitled to be paid fees in accordance with the Schedule of (c) Disbursements may include, but are Charges in force from time to time. not limited to, travel costs, filing fees, court fees, registration fees, (b) In addition to any standard fee or document taxes, Registry fees, charge in any Agreement or document taxes, courier fees, third

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party expenses and publication under the control of CCCS whether payable costs. presently or in future and whether or not expressed in the same currency and to (d) The fees of any counsel (Cayman combine or consolidate all or any of the Islands or otherwise) or other same. advisors instructed by us on your behalf will not be included as 10 Client's Monies disbursements in our invoice. You will be responsible for the settlement 10.1 Where the Services include assisting any of such fees directly with such Managed Entity in setting up its own bank counsel and/or advisors. accounts over which we will have control of day-to-day transactions, we reserve the right 8.4 Taxes on Services to pay our fees and disbursements out of monies held for or from the assets of the There is currently no value added tax on the Managed Entity, without your prior consent. provision of our services in the Cayman Islands. 10.2 We reserve the right to suspend the transfer of any money, held for you by us, to you or a 8.5 General nominated third party in the event that we suspect any unlawful activity in connection (a) In the event that our appointment is with you, the Managed Entity or any assets terminated for any reason, or for any held by us pursuant to any Agreement or reason the business to which the these Terms and Conditions. For the Services relate does not proceed to avoidance of doubt this includes suspicion of completion, we shall be entitled to money laundering and any other criminal receive all fees, disbursements and related activity. other expenses, accrued (whether or not an invoice has been issued) up 11 Representation to the date of such termination or abort date. You will not represent yourself as a representative, agent or officer of any (b) All fees, disbursements and Managed Entity or to purport to enter into expenses paid in advance shall be agreements or contracts (verbal or otherwise) non-refundable. on behalf of any Managed Entity or bind the Managed Entity in any way, unless you are 8.6 Payment an officer of the Managed Entity or unless otherwise previously agreed in writing by the Managed Entity. (a) All invoices are payable upon receipt unless agreed otherwise in an Agreement. Interest at a rate of 3% 12 Good Standing and Lawfulness above the base-lending rate of the Royal Bank of Scotland plc may be 12.1 As a condition of the provision of Services, charged, at our discretion, on unpaid you and each Managed Entity confirm that invoices. (except as specifically disclosed in writing to CCCS) neither you, the Managed Entity, your (b) Should you have any queries Affiliates nor any other person associated regarding your account once an with any Managed Entity: invoice has been rendered for payment, please contact the account (a) has been convicted of any criminal manager responsible for the offence or is or has been subject to transaction quoting the relevant regulatory sanction of any kind; invoice number. (b) has been declared bankrupt, entered 9 CCCS LIEN into a voluntary insolvency arrangement, had their property CCCS shall have a lien over all the rights, declared en désastre or been assets and business of each Managed Entity subject to some event having (including its books and records) for all equivalent effect occurs in any part monies and liabilities due or accruing due by of the world; the Client to CCCS (whether solely or jointly with any other person) and, in addition, the (c) has been disqualified from acting as right to set off against any liabilities of the a director or similar officer of any Client (whether sole or joint with any other corporate body; or person) any assets of the Client standing to the credit of any account in the name or

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(d) holds or has held any material any conditions attached to such a political appointment or is related to licence, consent or approval; and any person who holds or has held any material political appointment. (b) to notify us before alienating, assigning, selling, pledging, 12.2 As a further condition of the provision of encumbering or disposing of any Services, you and each Managed Entity part of your interest in the Managed confirm: Entity.

(a) that any funds or assets which are or 13 Concerns about our service will be introduced into the Managed Entity by you or any person or other If you are dissatisfied with our provision of the Managed Entity associated with the Services, you may raise the concern directly Managed Entity are or will be from a with the Employee responsible for the matter legitimate source and not derived in question. If the issue is not resolved to your from or connected with any activity satisfaction, you may refer the matter to the which is or could be construed to be Managing Director of CCCS, who will cause it unlawful, illegal or immoral either in to be thoroughly investigated in accordance the country of origin or in the with our current complaints procedure. We Cayman Islands; will review any complaint carefully and promptly, and will communicate in writing the (b) that, in particular, the funds used to findings of any review undertaken and actions establish or from time to time finance arising from the review. the Managed Entity are not the proceeds of criminal conduct or drug 14 Termination trafficking as defined in any Regulations enacted by or on behalf 14.1 You may terminate our appointment (and any of the Cayman Islands Government Agreement) by notice to us in writing at any in relation to anti-money laundering time (in accordance with the terms of any or countering the financing of Agreement) but we will be entitled to keep terrorism) and that no funds paid into your papers and documents while there is or made over to the Managed Entity money outstanding to us for our fees, at any time will be the proceeds of charges, expenses and disbursements. criminal conduct or drug trafficking or dealt with in any way for the purpose 14.2 In some circumstances we may consider that of money laundering or the financing we ought to stop working for you. Our of terrorism; appointment will be terminated and our obligation to provide the Services will cease (c) that the Managed Entity is not, has immediately upon us giving notice to you in not been and will not be engaged or any of the following circumstances: involved directly or indirectly in any unlawful activity or used for any (a) you do not produce requisite due unlawful purpose; diligence material (see Clauses 6 and 24); (d) that the Managed Entity will not be used in any manner contrary to any (b) it is no longer appropriate or in your applicable Regulations; best interest for us to continue to act; (e) that (except as specifically disclosed (c) there are fees which have been in writing to us) there is no litigation billed and which are overdue for threatened or pending in relation to payment; the assets introduced to or of the Managed Entity or the activities of the Client or the Managed Entity. (d) any of the statements in Clause 12.1 or 12.2 is or becomes untrue; 12.3 You and each Managed Entity undertake: (e) we believe that your actions may breach any provision of these Terms (a) not to engage in any activity that and Condition or any Agreement, or requires the Managed Entity to be any relevant Regulations or court licensed in any jurisdiction or which orders; will require a consent or approval without first obtaining such licence, consent or approval nor will you (f) any Agreement is terminated for any engage in any activity in breach of reason;

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(g) we reasonably consider that there 17.2 The provisions of this Clause are without has been an irretrievable breakdown prejudice to any other limitation of liability or of trust and confidence between us; indemnity given in favour of us and shall or remain in full force and effect notwithstanding the termination of our appointment or any (h) a conflict arises. Agreement.

14.3 We reserve the right to terminate our 17.3 Neither CCCS, nor any of our Appointees or appointment and to cease providing the Employees shall, in the absence of fraud, Services, immediately upon us giving notice wilful misconduct or gross negligence, be to you, or within such other timeframe as may liable for any losses suffered or incurred by be specified in the notice. the Client or any Managed Entity, arising out of any act or omission on the part of CCCS, 14.4 If our appointment is terminated for any our Appointees or our Employees in reason, you will be responsible for all work in connection with its and/or their respective progress, fees, disbursements and expenses duties under this these Terms and Conditions up to the date of termination and for any or any Agreement. In particular, neither costs and disbursements reasonably incurred CCCS nor any of our Appointees or in connection with the transfer of any work to Employees shall incur any liability in respect another service provider in the Cayman of any action taken, or thing suffered by it Islands, or elsewhere. and/or them in good faith in reliance upon Proper Instructions or any other document or communication believed to be genuine. 14.5 Where you cease to use any part of the Services provided during any part of the year, no proportion of the administration charges 17.4 You and each Managed Entity irrevocably paid in advance for the services shall be agree and undertake to indemnify us, our refundable by us. Appointees and our Employees against any losses, and to assume direct liability for any claim for losses, which may be brought 15 Non Exclusivity against, suffered or incurred by us or our Appointees or Employees in connection with We reserve the right to provide service(s) the performance or non-performance of our similar to the Services to any other client or in and/or their respective duties under these respect of any other Managed Entity, body Terms and Conditions and any Agreement, corporate, partnership, foundation, other than those arising out of the fraud, wilful association or other person at our discretion. misconduct or gross negligence of us or our Appointees or Employees. In particular, you 16 Conflicts and each Managed Entity irrevocably agree and undertake to indemnify us and our 16.1 We provide a wide range of services to a Appointees and Employees against any large number of clients and whilst we have losses, and to assume direct liability for any procedures in place to try to prevent any claim for losses, resulting from any action conflict, it is possible that a conflict of interest taken or thing suffered by it and/or them in may arise as a result. good faith in reliance upon Proper Instructions or any other document or 16.2 If we become aware, or are notified of a communication believed to be genuine. possible conflict of interest, you shall be notified as soon as reasonably practicable 18 Limitation of Liability and if possible procedures will be put in place to ensure confidentiality and that the conflict Should we breach any of our duties to you is dealt with in an appropriate manner, with and become liable to compensate you, you regard to our duties to you and to our other agree that our liability is limited for any one clients. matter in the following respects (notwithstanding the indemnity and limitation 17 Indemnity of liability provisions in Clause 17):

17.1 You and each Managed Entity undertake at (a) you agree to make no claim against all times to hold us, our Appointees and our an individual Employee; Employees harmless and to indemnify us to the greatest extent permitted by law against (b) our maximum liability to you shall be all actions, suits, proceedings, claims, limited to two times the annual demands, costs, expenses and liabilities remuneration payable for any whatsoever which may arise from the service from which the liability provision of the Services by us, other than directly arises; liabilities arising from fraud, wilful default or gross negligence by us.

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(c) we are not liable for indirect or 20.2 We will keep all documents, correspondence, consequential loss or loss of memoranda and notes which have been anticipated profit or other benefit; created in the course of the instruction for such period as we consider appropriate and (d) you shall not be able to recover as required by applicable law or as directed damages more than once in respect by the Cayman Islands Monetary Authority or of the same fact, matter or other competent authority or court. During circumstance; and this period we reserve the right, but have no obligation, to make electronic copies of any (e) there shall be disregarded for all such documents, correspondence, purposes any liability by us where memoranda and notes and, save for original the amount of the damages to which signed documents, we reserve the right to you would otherwise be entitled is destroy hard copies and store the remainder less than $10,000 (ten thousand US for filing electronically. After the period of Dollars) (excluding for this purpose continued retention (whether in electronic all legal, and form or otherwise) of such documents, investigation fees incurred by and on correspondence, memoranda and notes behalf of you). Where the amount of (save for original signed documents) we have damages claimed is greater than the right to destroy all such files unless you $10,000 (ten thousand US Dollars), have requested in writing to the contrary at, then subject to Clause 17.3, the full or prior to, the conclusion of any matter in amount shall be recoverable and not question. In accepting these Terms and just the excess. Conditions you consent to the destruction of such files. 19 Communication 20.3 Should we need to retrieve files from storage, either in relation to new instructions to act for 19.1 We will communicate with you by way of you (where the archived files are relevant) or letter, fax, email, telephone or any where you have asked us to retrieve specific combination of the above at the address or documents or papers, we reserve the right to number last given to us by you in charge for such services. communication generally. 21 Website and Intellectual Property 19.2 We assume that you are willing to receive all general correspondence sent via email. We do not guarantee that messages, documents 21.1 All correspondence, files and records (other or files sent by email are virus-free. As such, than statutory corporate records) and all we accept no liability or responsibility for any information and data held by us on any loss or damage, however caused, by any computer system is the sole property of virus. We strongly recommend that you use CCCS for our own use and you acknowledge virus checking software and you are deemed that you have no right of access or control to be responsible for virus checking any over such information. message, document or file attachment which is sent to us by email. 21.2 Our website https://www.collascrill.com/services/collas- 19.3 You will inform us if you have specific crill-corporate-services-limited/ and all confidentiality requirements, such as a material contained in it, provides general requirement for encrypted emails. The cost of information only. None of its content setting up any encryption facility on our constitutes legal or professional advice, and it system may be added as a disbursement at should not be relied upon as such. our discretion. 21.3 We do not accept responsibility for any loss 19.4 Should you not wish us to communicate with which may arise from reliance on information you via any particular method, you must contained in our website. instruct us accordingly. 21.4 We do not guarantee that documents or files 19.5 We reserve the right to record telephone within our website are virus-free. As such, we calls. accept no liability or responsibility for any loss or damage, however caused, by any virus. 20 Storage of Client Documents 21.5 We strongly recommend that you use virus- checking software when using our website. In 20.1 We are entitled to retain all papers and addition, you are responsible for virus- documents which have come into existence checking any document or file attachment in the course of our acting for you until all that you send to us via the website. fees and disbursements have been settled in full.

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21.6 We are not responsible for the content or (d) information which has come into the privacy policies of any external internet public domain through no fault of our websites linked to our website. We do not own; or endorse any information contained in any external internet sites and the links on our (e) obtained or independently website do not imply any association with the developed by us on a non- policies of the organisations responsible for confidential basis (as long as we do such websites. not know or have reason to know of any breach by such source of any 22 Data Protection confidentiality obligations with respect to it). 22.1 We are a holder of personal data in relation to our clients and contacts for the purposes of 23.3 Without prejudice to the generality of Clause the Data Protection Legislation. 23.2, CCCS or its Affiliates may disclose information to any person if permitted or 22.2 For information about the purposes for which required under its Disclosure Obligations we process personal data provided by you (whether or not any of the same are strictly and the grounds on which that processing binding or capable of being enforced against occurs please see our External Privacy CCCS or its Affiliates) or where failure to Statement. make such disclosure would expose CCCS or its Affiliates to damage to their reputation or 22.3 In agreeing to these Terms and Conditions good standing or expose them to civil liability you warrant and undertake that you are or risk of prosecution in any jurisdiction or entitled to provide any personal data you otherwise be prejudicial to CCCS or its deliver to us and that you will ensure that any Affiliates, the Client or the Managed Entity. such personal data are accurate. 24 Client Due Diligence, anti-money 23 Disclosure laundering, countering, terrorist financing proliferation financing, anti-bribery and corruption 23.1 We shall not divulge or use for our own benefit any confidential information which we may obtain in relation to your affairs, except: 24.1 As part of our take on procedures and to comply with the relevant legislation, we will be required by anti-money laundering, (a) where required in the proper countering terrorist financing and discharge of our duties under these proliferation financing regulations to obtain Terms and Conditions or any information and documentation to identify and Agreement; verify your identity and that of certain persons connected to you unless an exemption is (b) to any person to whom we have available. properly delegated any of our functions to enable them to perform 24.2 You agree that if such information and their duties diligently and properly; or documentation is not made available to us when required by, and in a form acceptable to (c) in any of the circumstances set out us, we may without any liability terminate the in Clauses 23.2 or 23.3 below. engagement with you and suspend the transfer of any monies we may hold for you at 23.2 We may disclose information if and to the the time with immediate effect. The time at extent that it is: which such information and documentation is required and the form in which it shall be (a) required to be disclosed by law or delivered to us shall be determined by us in regulation; our absolute discretion and confirmed to you in writing. (b) required or reasonably requested by any competent tax authority, 24.3 We are proud that we conduct business to securities exchange, listing authority the highest ethical standards. We make no or regulatory or governmental body exceptions to this. We take this approach not to which any party is subject or just because it is our policy to comply with all submits, wherever situated whether of the laws to which we are subject in all our or not the requirement of the operations and in all the places where we information has the force of law; conduct business, but because we believe that this is the right way to conduct business. (c) disclosed to your professional advisers, auditors and bankers; 24.4 CCCS and its Affiliates prohibit bribery by their directors, officers, employees, agents,

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clients and all persons conducting business use of the Managed Entity complies with or on behalf of the Collas Crill Group, in with all relevant Regulations and any form and whether direct or indirect. achieves the objectives of the Client.

24.5 For the purposes of this Clause 24: 25.3 You must continue to review the position of any Managed Entity managed by CCCS or to (a) Bribery includes the offer, promise which CCCS provides the Services and will or gift of a financial or other continue to take any legal, tax or professional advantage to another person with advice that may be required on an ongoing the intention that the recipient should basis to ensure that the establishment, perform improperly any Relevant transfer, conduct and use of the Managed Activity or reward such improper Entity continues to comply with all relevant performance; and Regulations and continues to achieve the objectives of the Client. (b) Relevant Activity means any public functions; any activity connected 26 Authority to take steps and advice with business; any activity performed in the course of a person’s 26.1 We may from time to time take, or procure employment; and any activity the taking of, such steps as it thinks fit in performed on behalf of a corporate order to further the business, protect the or unincorporated body. assets and/or preserve the good standing of an Managed Entity. 24.6 Anyone doing business with CCCS and its associated companies commits, by the 26.2 We may from time to time take, or procure signing of this agreement, that they will the taking of, such professional or other comply with these standards. advice in relation to a Managed Entity as it thinks fit. 24.7 We do not offer gifts or other advantages to clients’ employees or to officials. 26.3 Any such steps or advice shall be at the expense of the relevant Managed Entity (but 24.8 We limit the entertainment we provide to may at our sole and absolute discretion be entertainment that is reasonable, complies paid by us and charged to the Managed with local laws and does not provide the Entity as a disbursement). appearance of seeking to influence our guests improperly. 26.4 If we are responsible for the selection and engagement of counsel, experts, agents, 25 Client's Professional Advice lawyers, accountants, auditors or other professional persons to provide advice or 25.1 As a condition of the provision of Services, assistance, or to act on your behalf in relation you confirm that all necessary tax, legal and to any Managed Entity or otherwise, such professional advice has been taken, and counsel, experts, agents, lawyers, where appropriate followed, in order to accountants, auditors or other professional ensure that the establishment, transfer, persons will be engaged by us as the conduct and use of the Managed Entity Managed Entity's agent and the Managed complies with all relevant Regulations and Entity will be responsible for their charges, in achieves the objectives of the Client. We are addition to those of our own. We shall not be not responsible for advising you on such responsible for any act or omission of such matters. You agree to give us a copy of any counsel, experts, agents, lawyers, such advice upon request. accountants, auditors or other professional persons. 25.2 In particular, without prejudice to Clause 25.1, you confirm that: 26.5 Save as required by law in relation to a particular Managed Entity, there shall be no obligation on us or our Representatives or (a) proper tax advice has been taken in Employees to take any such steps or advice respect of each relevant country of and the taking of the same shall be at our residence, domicile and/or sole and absolute discretion, where citizenship of the Client (and of any appropriate in consultation with you. beneficial or intermediate owner or beneficiary of a Managed Entity); and 27 Force Majeure

(b) in respect of any relevant country of We shall bear no liability for loss, damage or activity of any Managed Entity in delay howsoever arising caused by order to ensure that the circumstances outside our control of establishment, transfer, conduct and

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whatsoever kind including, without limitation, Terms and Conditions. If one party so elects fire, flood, storm, earthquake, wars and riots. to submit any dispute to arbitration, the other parties will be bound by this election. 28 Partial Invalidity 30.3 Any such arbitration shall be conducted: If, at any time, any provision of these Terms and Conditions is or becomes illegal, invalid (a) in the Cayman Islands; or unenforceable in any respect under any law of any jurisdiction, neither the legality, (b) in the English language; validity or enforceability of the remaining provisions of these Terms and Conditions nor (c) in accordance with the Rules; and the legality, validity or enforceability of such provision under the law of any other (d) by a single arbitrator to be agreed jurisdiction shall in any way be affected or between the parties or, failing such impaired by it. agreement within thirty days of the election to submit the relevant 29 Joint and Several Liability dispute to arbitration in accordance with this Clause, by a single 29.1 Where the Client comprises of more than one arbitrator appointed by the president person: for the time being of the London Court of International Arbitration. (a) each such person hereby appoints the other such person(s) to act as 31 Commission his agent to exercise full power and authority in connection with the We shall be entitled to retain any benefit Services on his behalf; and (whether direct or indirect) and including but not limited to all commissions, fees or other (b) all obligations of the Client arising remuneration obtained: under or in connection with these Terms and Conditions and any (a) on any purchase or sale of Agreement shall be joint and investments; several; and (b) by reason of us or any Employee (c) where we communicate with one of acting as manager, director or officer the parties (which comprises the of or adviser to any company, Client), such communication will be investment fund or scheme, the deemed to be with all of the parties share or units of which are (which comprise the Client) and it comprised in the assets of the shall be assumed that such party is Managed Entity; authorised to give instructions to us on behalf of each party. (c) under any banking investment advisory or other arrangement 29.2 All obligations of the Client and any Managed entered into on behalf of the Entity arising under or in connection with Managed Entity; and these Terms and Conditions and any Agreement shall be joint and several. (d) on the giving of advice or other services to or in respect of the 30 Arbitration Managed Entity, without according to the Managed Entity. 30.1 CCCS, the Client and each Managed Entity shall use all reasonable endeavours to 32 Governing Law and Jurisdiction negotiate in good faith and settle amicably any dispute arising from or in connection with 32.1 The construction, validity and performance of these Terms and Conditions and any these Terms and Conditions shall be Agreement. governed in all respects by the laws of the Cayman Islands. 30.2 We may elect to submit any dispute between the parties arising from or in connection with 32.2 Each party submits to the exclusive these Terms and Conditions or any jurisdiction of the courts of the Cayman Agreement and which is not settled by Islands (except to the extent that a dispute is agreement in writing between the parties submitted to arbitration) in accordance with within thirty days after it arises to arbitration in Clause 30 of these Terms and Conditions. accordance with the arbitration rules of the London Court of International Arbitration (Rules) as in effect on the date of these May 2021

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