Authorised Person Terms & Conditions
The Diligent Boardpacks portal, including all of its Content is made available by a member of the Ogier
Group (we or us). The Client's use of the Diligent Boardpacks portal and your access to and use of
the Content is subject exclusively to the following terms and conditions (the Terms and Conditions).
The term 'you' or 'your' refers to the Client, or user, viewer or person accessing the Diligent
Boardpacks portal as applicable.
If you do not accept the Terms and Conditions you must immediately stop using the Diligent
Boardpacks portal. The Terms and Conditions and Privacy Policy may be amended by us from time totime. These Terms and Conditions were last updated in July 2022.
Access to the Diligent Boardpacks portal is restricted to Authorised Persons only. Access or
attempted access by any person other than an Authorised Person is strictly prohibited.
Any person using the Diligent Boardpacks portal who, as a Client (as defined in the Ogier Terms andConditions here) or otherwise subject to the Ogier Terms and Conditions, shall use the Diligent
Boardpacks portal in compliance with those Terms and Conditions which shall, to the extent
applicable, also apply to the use by an Authorised Person of the Diligent Boardpacks portal. To theextent that there is any inconsistency between these terms and conditions and the Ogier Terms andConditions, the Ogier Terms and Conditions will apply.
Defined Terms
Unless defined in these terms, any defined terms shall have the meaning as set out in the Ogier
Terms and Conditions.
Authorised Person means those individuals (whether personnel of the Client or any other Persons)
who are authorised by the Client to have access to and use the Diligent Boardpacks portal and therelevant part of the Content.
Client shall mean the Client as defined in the Ogier Terms and Conditions.
Content shall mean the Ogier Content and/or Your Content (as applicable).
Diligent Boardpacks portal means the electronic gateway available to Authorised Persons at
https://csp.www.diligentboards.com or such other address or electronic means as may apply from time
to time to access or upload certain documentation and information and provide instructions orcommence work flows through a secure site.
Intellectual Property means patents, trademarks, trade name, service mark, service name,copyrights, source code, topography rights, rights to extract information from databases, design,design rights, look and feel, moral rights, know how, trade secrets and rights of confidence, and allrights or forms of protection of a similar nature or having equivalent or similar effect to any of themwhich may subsist anywhere in the world, whether or not any of them are registered and including
applications for registration of any of them.
Ogier Content means the contractual, legal, statutory, know how or other documentation andmaterials and all information contained in the Diligent Boardpacks portal which has been loaded onto,
created, edited, modified, generated by or otherwise produced by Ogier or by an Authorised Person or
any other Person as a result of the Diligent Boardpacks portal, but for the avoidance of doubt does notinclude Your Content.
Ogier Group means Ogier Legal Limited Partnership, Ogier Global Holding Company Limited,
separate partnerships each called "Ogier" in the British Virgin Islands, Cayman Islands, Guernsey,
Hong Kong, Ireland, London, Jersey and Luxembourg and each of their subsidiaries and undertakings
and any successor to them.

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Ogier Terms and Conditions are the Ogier terms and conditions which are relevant and applicable toyou only (and which are available here).
Personal Data means personal data as defined in the respective national data protection laws
implementing or reflecting the principles set out in Regulation (EU) 2016/679, all other data andinformation to which any applicable regulations apply which has been included in the Content and datacollected during the course of an Authorised Person's use of the Diligent Boardpacks portal.
Security Information means the unique username, password and any authentication codes produced
by any dual factor authentication software utilised from time to time to enable access to the Diligent
Boardpacks portal.
Software Provider means Diligent Board Books Limited or any successor.

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Licence

As an Authorised Person you are granted a non-exclusive, non-transferable, revocable, limited license
to access and use the Diligent Boardpacks portal in accordance with these Terms and Conditions.
We may terminate this license at any time for any reason.

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Confidentiality, Purpose and Acceptable Use

You acknowledge that much of the Content is confidential and you undertake to treat such informationas confidential and not share or distribute any confidential Content except to persons authorised toreceive such Content. If you have been provided with access to any Content by mistake or that you
reasonably believe you are not entitled to, you must not use it for any purpose and you should notify
us immediately.
The Diligent Boardpacks portal and the Content is made available to you only in the capacity for which
you have authority to access and use the Diligent Boardpacks portal and the Content. You may only
use the Diligent Boardpacks portal and the Content for the purposes for which you are authorised,
including where that purpose and capacity is as a service provider to the Client or a Client Entity.
Depending on that capacity, you may be subject to confidentiality and purpose obligations with respect
to the Content which are outside the scope of these Terms and Conditions.
In your use of the Diligent Boardpacks portal and the Content you undertake:(a) to comply with all applicable laws and regulatory requirements;(b) to take all reasonable actions to prevent unauthorised use of or access to the Diligent
Boardpacks portal including taking reasonable measures to ensure the security and use of yourSecurity Information;(c) not to leave your computer or other communication device through which you access the
Diligent Boardpacks portal unattended whilst connected;(d) to ensure that you close the browser and log out when you have finished using the Diligent
Boardpacks portal;(e) not to use the Diligent Boardpacks portal in any way that might infringe our or any third party's
rights or give rise to a legal claim against us by a third party;(f) not to copy, modify, download, distribute or decompile (except to the extent permitted by law)
the software through which the Diligent Boardpacks portal is provided;(g) not to use the Diligent Boardpacks portal for any purpose that is unlawful or prohibited by theTerms and Conditions, including but not limited to circulating, sending, or uploading any
information or data which may be in contravention of any applicable law or regulatory
requirement;(h) not to damage, interfere with or disrupt the Diligent Boardpacks portal or do anything that may
interrupt or impair its functionality;(i) not share your Security Information with anyone else;(j) to inform us immediately if your Security Information is lost or stolen or you believe or suspect
any actual or attempted unauthorised access to the Diligent Boardpacks portal;(k) to provide true, accurate, up to date and complete information to us. It is your responsibility to
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(l) to use appropriate virus checking software when using the Diligent Boardpacks portal and inyour communication with us via the Diligent Boardpacks portal.
Except to the extent you are authorised or legally entitled to do so, you must not copy, store in any
medium, distribute, transmit or modify the Content or the Diligent Boardpacks portal or in any way
exploit commercially all or any part of the Content or the Diligent Boardpacks portal.
You must not use the Diligent Boardpacks portal in any way that causes, or may cause, damage to the
Diligent Boardpacks portal or impairment of the availability or accessibility of the Diligent Boardpacks
portal, or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any
unlawful, illegal, fraudulent or harmful purpose or activity.
You must not sell on or share use of the Diligent Boardpacks portal, or any part of it, with any person.
In addition, you will not use (other than to the extent permitted by applicable law) any Content or othermaterials (of whatever nature) contained or capable of being downloaded from the Diligent
Boardpacks portal to develop, design, produce, manufacture, sell and/or distribute any product ofwhatever nature nor will you permit any third party to do any of the above.
You may not create a link to the Diligent Boardpacks portal from another website or document without
Ogier's prior written consent.

3Intellectual Property(a) Certain elements of the Ogier Content, such as Ogier's how to guides, video demonstrations
and know how belong to Ogier and may be protected by Intellectual Property rights owned byOgier. In respect of that Ogier Content: Except as expressly provided, nothing contained
herein shall be construed as granting to or conferring on you or any third party any licence orright to such Intellectual Property.
(b) Ogier shall retain all right, title, interest and Intellectual Property in and to such Ogier Content.
You may not share, distribute, sell or transmit such Ogier Content nor alter, modify or adapt itother than to the extent permitted by this Agreement or by applicable law.
(c) You may download the Ogier Content to a single personal computer, and to print a hard copyof the Ogier Content, solely for personal, non-commercial use, provided all copyright, trade
mark and other proprietary notices are left intact. Any other use of any of the Ogier Content
including reproduction (for any purposes other than those noted above), modification,
distribution, or republication, without the prior written permission of Ogier is strictly prohibited,
and may be a violation of Ogier's Intellectual Property rights.
(d) If you download any Ogier Content, the documents or information, including but not limited toany images or files incorporated in or generated by such documents or information, and dataaccompanying the documents or information, such downloading shall be subject to the limited
licence set out herein.

You grant us and other Authorised Persons a non-exclusive, transferable, sub-licensable, royalty-freeirrevocable worldwide license to use Your Content for the purposes of administration of the Client orother purposes as may be agreed with you from time to time.

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Conditions, Warranties and Representations

We do not represent, guarantee or warrant (whether express or implied at law) that the Diligent
Boardpacks portal or the Content will be complete, error-free, accurate, up to date, reliable,
uninterrupted, free of viruses or other harmful components.
You acknowledge and agree that the technology and software supporting the Diligent Boardpacks
portal is provided by the Software Provider and that your access to and the availability of the Diligent
Boardpacks portal is subject to the terms of and service provided by such Software Provider.
We do not represent, guarantee or warrant (whether express or implied at law) that the Content or the
Diligent Boardpacks portal is appropriate for use in any jurisdiction. By accessing or using the Diligent
Boardpacks portal and using the Content, you warrant and represent that you are legally entitled to do
so.

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No information on the Diligent Boardpacks portal should be construed as a promotion or solicitation forany services or for the use thereof which is not authorised by the applicable laws and regulations ofyour place of citizenship, domicile or residence.
You acknowledge and agree that we shall not be bound by the Content and that we reserve the rightat any time to change, move or remove or limit access to the Content or any part of it without notice.
Any Content accessed or provided is for your information only, shall not be construed as providing any
advice and should not be relied upon in the making or refraining from making any decision or taking or
refraining from taking any action.
In particular there may be delays between Ogier receiving information or instructions or the completionof transactions and the appropriate amendments being made to the Content.
Notwithstanding the foregoing, any reliance placed upon any part of the Content is at your risk.
To the extent that you or a third party wishes to rely on the Content or any part of it you should advise
Ogier who may be able to verify certain aspects of the Content.
Certain links on the Diligent Boardpacks portal may lead to sites maintained by third parties overwhich Ogier has no control. Ogier makes no representations as to the operation, accuracy,completeness or any other aspect of the information contained on such third party sites (or sites linked
to such sites) and shall not be liable for any loss or damage arising from your reliance upon suchinformation.
In accessing those third party sites you may be subject to terms and conditions other than these terms
and conditions and that these terms and conditions will not apply to such websites.

5

Liability and Disclaimer

The Diligent Boardpacks portal and the Content is provided on an "as is" and "as available" basis.
To the fullest extent of law, we:(a) expressly disclaim all warranties, including the warranties as to satisfactory quality and fitness
for a particular purpose;(b) disclaim all responsibility to you or any third party for any loss, injury, claim, liability or damageof any kind resulting from, arising out of or any way related to any errors in or omissions fromthe Diligent Boardpacks portal or the Content, the unavailability of the Diligent Boardpacks
portal or the Content;(c) shall not be liable to you or any third party for any loss, injury, claim, liability or damage of any
kind resulting from your use of the Diligent Boardpacks portal or the Content; and(d) shall not be liable to you or any third party for any special, direct, indirect, incidental, punitive
or consequential damages of any kind whatsoever in any way due to, resulting from, or arisingin connection with the use or the inability to use the Diligent Boardpacks portal or the Content
or arising from any delays, inaccuracies, errors in, or omission of any Content, or for any
actions taken or not taken in reliance on the Content or by reason of non-performance orinterruption, or termination of access to the Diligent Boardpacks portal or the Content.
Whilst we make every effort to check that the Diligent Boardpacks portal is free of viruses and otherforms of malware, you must take your own precautions to ensure that the processes which you employ
for accessing the Diligent Boardpacks portal do not expose you to the risk of viruses, malicious
computer code or other forms of interference which may damage your own computer system. It isalways wise for you to run an antivirus program on all material downloaded from the Internet. We
cannot accept any responsibility for any loss, disruption or damage to your data or your computer
system which may occur whilst using material derived from the Diligent Boardpacks portal.
Furthermore, we cannot accept any responsibility for the physical security of any computer being used
to access the Diligent Boardpacks portal (or for the associated data residing on any such computer orin the browser being used to access the Diligent Boardpacks portal), including any responsibility forsecurity or privacy breaches arising from or caused by the mismanagement of your passwords by youor any other Authorised Person. Authorised Persons should use particular caution when accessing the4

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Diligent Boardpacks portal from a public or shared computer so that others are not able to view orrecord their password or any other personal information.

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Provision of Information and Documentation

You must ensure that any document or content that you upload, provide to us for uploading, or provide
to us via the Diligent Boardpacks portal (Your Content) complies with all laws and regulations, does
not infringe the Intellectual Property rights or other rights of any person and is free of viruses or otherharmful components.
We do not monitor, review or approve Your Content or the content uploaded or provided by other
Authorised Persons who are not employees of Ogier. We do not accept any responsibility for Your
Content or the content uploaded or provided by any other Authorised Person who is not an employeeof Ogier, including any view, opinions or information contained therein.
You shall at all times during your use of the Diligent Boardpacks portal act in accordance with any
applicable data protection law and shall comply with any policy introduced by Ogier to comply withsuch laws. Except to the extent you are permitted by law or authorised to do so, you must not publish
any information or personal data in relation to any third party.
When providing instructions or commencing workflows you undertake that you have the appropriate
authority to do so.

7

Data Protection and Privacy Policy

In making the Diligent Boardpacks portal available for your use, we may collect, process and store
materials, data (including Personal Data), information and content relating to you. Your Personal Data
will be processed in accordance with the Ogier Privacy Statement which is available here. In relation
to your use of the Diligent Boardpacks portal, we act as data controller of the following information,and for the following purposes:
In order to provide you with access to the Diligent Boardpacks portal we collect the following
information on the basis of contractual necessity. In order to monitor and audit log ins we collect anduse the following information on the basis of our legitimate business interests.
We collect the information from you, from a Client on your behalf or automatically through the use ofyour device:
Data

PurposeFull nameAllow secure access to the system
Monitor log ins
Notify you of updates
Provision of the services and furtherance of the purposes of the
Diligent Boardpacks portal

Organisation nameAllow secure access to the system
Provision of the services and furtherance of the purposes of the
Diligent Boardpacks portal

Email address

Allow secure access to the system
Monitor log ins
Notify you of updates
Provision of the services and furtherance of the purposes of the
Diligent Boardpacks portal

Mobile telephone number

Allow secure access to the system
Provision of the services and furtherance of the purposes of the
Diligent Boardpacks portal

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IP address and approximate
location

Allow secure access to the system
Monitor log ins
Provision of the services and furtherance of the purposes of the
Diligent Boardpacks portal

Date and time of visit

Allow secure access to the system
Monitor log ins
Provision of the services and furtherance of the purposes of the
Diligent Boardpacks portal

Device and operating system

Allow secure access to the system
Monitor log ins
Provision of the services and furtherance of the purposes of the
Diligent Boardpacks portal

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GeneralInvalidity and Severability
If any provision in this Agreement shall be held to be illegal, invalid or unenforceable, in whole or inpart under any enactment or rule of law, such provision or part shall to that extent be deemed not toform part of this Agreement but the legality, validity and enforceability of the remainder of thisAgreement shall not be affected.
Governing Law and Jurisdiction
This Agreement and all matters arising from shall be governed by and construed in accordance withthe laws of Jersey without giving effect to any principles of conflict of law. You hereby irrevocably that
the Courts of Jersey are to have exclusive jurisdiction in respect of any disputes which may arise outof or in connection with this Agreement, the Terms and Conditions or the Diligent Boardpacks portal.
You hereby agree that the place of performance of this Agreement is Jersey.
Assignment
Ogier may assign its rights and obligations under the Terms and Conditions and upon any suchassignment it shall be relieved of any further obligation hereunder.
Termination and Suspension
Ogier may immediately suspend or terminate your right to access and use of the Diligent Boardpacks
portal without notice or warning if, in its sole discretion, it considers that you have acted in breach of
any of the Terms and Conditions or that there is a risk that you may. This is without prejudice to any
other rights and remedies that Ogier may have.
Ogier also reserves the right to change, suspend or discontinue any aspect of the Diligent Boardpacks
portal, including the availability of any feature, information or content or restrict your access to any or
all parts of the Diligent Boardpacks portal at its discretion without notice or liability at any time.
Changes to Terms and Conditions
We may at any time and from time to time change, alter adapt, add or remove portions of these Terms
and Conditions and, if we do so, will post any such changes on the Diligent Boardpacks portal. Your
continued use of the Diligent Boardpacks portal following any such change shall be deemed andconstitutes your acceptance of those changes and you acknowledge and agree to be bound to thecurrent version of the relevant Terms and Conditions at all times and that unless stated in the current
version of the Terms and Conditions, all previous versions shall be superseded by the current version.
Waiver
No failure of either party to exercise, and no delay by either party in exercising, any right, power orremedy in connection to this Agreement (each being a Right) will operate as a waiver thereof, no will
any single or partial exercise of any Right preclude any other or further exercise of such Right or the
exercise of any other Right. Any express waiver of any breach of these Terms and Conditions shallnot be deemed to be a waiver of any subsequent breach.

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July 2022

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