TERMS AND CONDITIONS OF BUSINESS – COLLAS CRILL CORPORATE SERVICES LIMITED Terms and Conditions of Business each of their respective holding companies, 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 company companies or partnerships. Corporate with limited liability 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, 10204491.2 2 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 corporation 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 10204491.2 3 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.