Ogier Global
Terms and Conditions of Business1

Introduction and Definitions

1.1

Ogier is a multi-jurisdictional legal and fiduciary
services provider. It includes collectively Ogier
Legal Limited Partnership, Ogier Global Holding
Company Limited, any separate legal or limited
liability partnership (under the Ogier brand) andany of their subsidiaries, associates andundertakings (including any successor to any ofthem) wherever each and any of them may besituate . A full list of jurisdictions in which Ogier
operates and the main trading entities included
within Ogier is available in our Legal Notice atogier.com. Each of the entities listed in the
Legal Notice named "Ogier Global" may bereferred to as Ogier Global.

1.2

References in these Terms and Conditions andany engagement communication (including but
not limited to, email or letter) to we, our and us
means the Ogier Global entity referred to in theAgreement and any Employees. References toyou and your mean the Client and/or the Client
Entity and any appointees or employees.

1.3

Agreement means any agreement between an
Ogier Global entity and you relating to theprovision of the Services, which may include aclient engagement email.

1.4

Affiliate means any parent or subsidiary of anentity which has the same ultimate parent.

1.5

Business Day means any day on which
commercial retail banks are open for banking
business in our jurisdiction of incorporation orformation (not being a Saturday or Sunday).

1.6

CIMA means Cayman Islands Monetary
Authority(CIMA
contact
details:
https://www.cima.ky/contact-us),thebody
responsible for licensing and regulation of Ogier
Global (Cayman) Limited, Ogier Global Trustee(Cayman) Limited, Ogier Global Trustee(Cayman) 2 Limited and Ogier Global Investor
Services (Cayman) Limited.

1.7

Client means any person(s) or body corporate
to whom an we have agreed to provide Services
pursuant to an Agreement and may be a Client
Entity, Member, Affiliate, sponsor, promoter orother connected person of the Client.

1.8

Client Content means any document,
information and data provided to us by you or
on your behalf, and which may include Client
Information.

1.9

Client Entity means any person to which theServices are provided or are to be provided
pursuant to an Agreement.

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1.10

Client Information has the meaning given to
the term in clause 11.1.

1.11

Constitutional Documents means the
documents constituting the Client Entity andmay include the memorandum and articles ofassociation, trust deed, partnership agreement
and any amendments thereto.

1.12

Employees means all partners, directors,
officers, employees, consultants and agents ofOgier.

1.13

Generative AI (GenAI) means a type of
artificial intelligence that can create newcontent, such as text or images, by learning
patterns from existing data. It uses algorithms
and techniques such as deep learning andmachine learning to generate data that is similar
to or a variant of the input data.

1.14

Governing Law and Jurisdiction means thegoverning law and jurisdiction in, under or
pursuant to which we are incorporated orformed.

1.15

Gross Negligence in relation to a personmeans a standard of misconduct beyond
negligence whereby a person acts with or fails
to act with actual appreciation of an obvious,
unacceptable risk involved or acts or fails to act
with serious disregard of or indifference to an
obvious, unacceptable risk.

1.16Intellectual Property Rights means patents,rights to and in inventions, trade-marks, trade
names, domain names, service marks, service
names, copyright and related rights, source
code, topography rights, rights to extract
information from databases, database rights,
rights in designs, design rights, rights in get-up
and look and feel, goodwill and the right to sue
for passing off or unfair competition, moral
rights, confidential information including know
how and trade secrets, and rights of confidence,
and all rights or forms of protection of a similar
nature or having equivalent or similar effect toany of them which may subsist anywhere in theworld, whether or not any of them are registeredand including applications for registration of anyof them.

1.17

Law and Regulation means any applicablelaw, order, regulation, rule, order of court, codeor similar in any jurisdiction, as amended, reenacted or modified from time to time.

1.18

Losses means any loss, cost, charge,
expense, payment, interest, demand, claim,
proceeding, suit, penalty, damages, legal fees,
liability,
obligation,
detriment,
adversejudgment, order or other sanction.

1.19

Members means the members, shareholders,
partners or similar as applicable from time totime of the Client Entity.

1.20

Operator means any director, general partner,
manager or trustee of the Client Entity andincludes, where applicable, any alternate
director.

1.21

Registrar means the Registrar of Companies,
the Registrar of Limited Partnerships or theRegistrar of Limited Liability Companies, asapplicable.

1.22

1.23

1.24

1.25

1.26

Services means in respect of any Client or
Client Entity those services as agreed between
us and you in an Agreement or otherwise fromtime to time and to which these Terms andConditions shall apply.
In these Terms and Conditions, and in any
Agreement, any reference to:(a)a recital, a clause or a sub-clause is,unless the context otherwise requires, areference to a recital, clause or subclause of such Agreement or theseTerms and Conditions;(b)these Terms and Conditions or to any
Agreement shall be construed as areference to such Agreement or
document as amended, varied,
modified, restated, supplemented,
novated or replaced from time to time;
and

(c)

any statute or statutory provision shall,unless the context otherwise requires,
be construed as a reference to suchstatute or statutory provision as it may
have been amended, modified,extended, consolidated, re-enacted or
replaced and shall include any
subordinate
legislation
madethereunder.

2

Application of Terms and Conditions andVariation

2.1

These Terms and Conditions apply to all
Services provided by us to you and areincorporated into all Agreements as if set out infull therein. The Agreement and these Terms
and Conditions are together referred to hereinas the Client Agreement.

2.2

In the event of any inconsistency between theseTerms and Conditions and the terms of any
Agreement, the terms of the Agreement shallprevail.

2.3

For the avoidance of doubt, if you instruct us toprovide the Services to a Client Entity both you
and the Client Entity shall be deemed to haveagreed to, and be bound by, these Terms andConditions.

2.4

We will provide, or arrange the provision of, theServices and will have the power, authority andright to act in relation to the generaladministration of the Client Entity in accordancewith the Client Agreement.

2.5

We reserve the right to vary these Terms andConditions from time to time, including during thecourse of the provision of the Services, without
your prior consent. These Terms and Conditions
and any future variations will be published onogier.com by way of public notice to all current
and prospective clients. On the basis of such
publication you shall be deemed to have agreed
to these Terms and Conditions and all suchvariations.

3

Proper Instructions

3.1

We may rely and act upon Proper Instructions.
Proper Instructions means instructions andinformation:(a)In these Terms and Conditions and in any
Agreement except where the context otherwise
requires, words denoting the singular include theplural and vice versa, words denoting a genderinclude every gender and references to persons
include bodies corporate and unincorporate.
The words execution, signed, signature andwords of a like meaning in these Terms andConditions and any Agreement shall be deemed
to include electronic signatures or the keeping ofrecords in electronic form, each of which shallhave the same legal effect, validity andenforceability as a manually executed signatureor the use of paper based record keeping
systems, as the case may be, to the extent andas provided by any applicable Law andRegulation.
Clause headings in these Terms and Conditions
and any Agreement are inserted for convenience
only and shall not affect the construction of theseTerms and Conditions or any Agreement.

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JERLAW-48371271-2

given or purportedly given by(i)any person we reasonably believe to
be authorised by you;(ii)

the Client;(iii)

any Operator; or(iv)

any secretary of the Client Entity (ifnot provided by Ogier Global);(b)given by letter, fax or any means ofelectronictransmission(including
email, any client service portal or othermeans of communicating over theinternet) that is received by us in a form
legible to us; or(c)given by means of telephoniccommunication, subject to us, you
and/or the Client Entity having firstagreed in writing the circumstances inwhich telephonic instructions may be
given and whether and when writtenconfirmation of such
instructions is required.
3.2

3.3

telephonic(a)

may be contrary to any Law or
Regulation;

We are not under any duty to make any enquiry
as to the genuineness or authenticity of any
instructions or the authority or identity of theperson giving them.

(b)

may conflict with any provision of theConstitutional Documents;(c)may be inconsistent with any duty owed
by us to the Client or the Client Entity;or(d)would result in the risk of prosecution orother sanction of any kind in any
jurisdiction or the withdrawal of, or
imposition of any conditions in respectof, any licence, consent or otherauthorisation issued to Ogier by any
legal, governmental or regulatory
authority in any applicable jurisdiction.

In order to communicate with you efficiently, we
may communicate with you by unencrypted email, unless you expressly instruct otherwise,
either generally, or for highly confidential
messages. Internet communications, however,cannot be guaranteed to be secure or error-free
as they may be intercepted, corrupted, lost,arrive late or contain viruses. We shall beentitled for all purposes in relation to dealings
with all persons to rely on the authenticity andaccuracy of all information and communicationsof whatever nature (including through facsimile,email, client service portal, the internet or similarsystems) received by us in good faith inconnection with the performance of our duties
and shall not be responsible or liable to any
person for any Losses arising by virtue of any
such information or communication not being
authentic and/or accurate or any communicationtransmitted to or by us having been interferedwith, intercepted or manipulated by any person.

3.4

We shall not be obliged to take or omit to takeany action pursuant to instructions where in our
opinion we have doubts as to the authority of theperson giving the instructions, such instructions
are not sufficiently clear and/or precise or do notcontain sufficient information to allow us tocomply materially with such instructions.

3.5

None of we, Ogier or any Employee shall incur
any liability in respect of any action taken or nottaken by us, Ogier or any Employee in good faith
in reliance upon Proper Instructions and theClient and/or the Client Entity irrevocably
indemnifies Ogier and the Employees against
Losses suffered or incurred by any of them
resulting from any action taken or not taken by
us or the Employees in good faith in reliance
upon Proper Instructions.

3.6

We shall deal with and act upon Proper
Instructions in a reasonably timely manner andundertake to use reasonable endeavours to doso, but do not undertake to act on instructions
immediately or on the same or next Business
Day or to meet any specific deadline (unlessotherwise agreed in writing) and shall not incur
any liability for any loss arising by reason of thelength of time taken to so act upon instructions.
We do not provide or hold ourself out asproviding a dealing service in relation to any
property or assets held by any other Ogier entity
in any capacity from time to time.

3.7

In providing the Services, we may refuse to act
or take any action or omit to take any action
which, in our opinion:

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3.8

As applicable. Where the Services are provided
from Cayman, each Client Entity appoints andauthorises Ogier Global to sign on its behalf theannual return form required to be submitted
annually to the Registrar and, unless otherwise
notified in writing by such Client Entity prior to 1
January of the relevant year, to furnish such
return to the Registrar confirming the mattersdescribed therein.

4

Due Diligence4.1

We are required to complete due diligence
checks on all new and existing Clients andClient Entities in accordance with the Laws andRegulations.
These checks will include
gathering information and documents to identify
and verify each individual or entity for whom we
act and, if applicable, certain persons
connected to them such as principals or
beneficial owners of that entity. We may
conduct
electronic
identity
verification
searches.

4.2

We will notify you of the information anddocuments we require to satisfy our due
diligence checks, including the form of those
documents.

4.3

We may refuse and/or immediately cease toprovide the Services if: (a) within a reasonable
period, you fail to produce or delay in producing
any information or documents (in a form
acceptable to us) we require for our due
diligence checks; or (b) we, in our absolute
discretion and without being required to give
rationale for our dissatisfaction, are not satisfied
with the outcome of our due diligence checks,
or you do not meet our internal client
acceptance criteria. If we so terminate ourengagement, that termination will be without
any liability on our part and without prejudice to
our ability to claim our fees, disbursements andcharges incurred prior to that termination.

5

Undertakings and Acknowledgements

5.1

You undertake and covenant that (in respect of
yourself and any Client Entity):

(a)all information supplied to Ogier by the
Client, Client Entity or Affiliates at takeon and on request at any time during
the term of the Agreement (whether by
way of provision of information in a
take-on form, transfer of books andrecords maintained by a previous
provider, supporting documentation,
confirmation as to regulatory, tax status
and/or tax classification or otherwise) iscomplete, accurate and not misleading
as at the date it is given and Ogier will
be kept fully and promptly informed ofany material changes in suchinformation;(b)a material change for the purposes of
5.1(a) shall include (but not be limited
to):

(i)

changes to the Client or Client Entity's
Constitutional Documents;(ii)

changes in ultimate beneficial
ownership, Members or directors of
the Client and/or Client Entity;(iii)

a Client, Client Entity and/or an
Affiliate of the Client/Client Entity
becoming,oracquiringaconnection to a politically exposed
person;(iv)

a Client, Client Entity and/or an
Affiliate of the Client/Client Entity
becoming a sanctioned person orentity in terms of the United Nations
Security Council sanctions list andany other relevant sanctions list in
any jurisdiction; and
5.2

(v)

(c)

change of tax status, residence orclassification
for
Automatic
Exchange of Information.
all assets and funds which have beenor will be introduced to the Client Entity
have been lawfully introduced and are
not derived from or otherwise
connected with any illegal activity,
including money laundering andterrorism financing;(d)neither you, the Client Entity nor any
assets or funds held by the Client Entity
will be engaged or involved whether
directly or indirectly in any unlawful
activity or be used for any unlawful
purpose, including money launderingand terrorism;(e)

you and the Client Entity will comply
with each relevant Law and Regulation
with respect to the Client Entity's
activities, including but not limited tofiling requirements in all applicablejurisdictions, and that all taxes andgovernmental dues payable by the
Client Entity are discharged;

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the Client Entity holds or will hold all
relevant
licences,consents
orapprovals to undertake its activities andsuch activities will not be undertaken
without such licence, consent orapproval;(g)

you have taken and will continue totake, in respect of yourself and theClientEntity,appropriate
tax,
accounting, legal and other advice withregards to the establishment andoperation of the Client Entity and theServices provided by us;(h)no instructions will require any unlawful
act to be undertaken by us or on ourbehalf;(i)you will notify us, immediately upon
becoming aware, of (1) any act,omission or event which may have amaterial effect on the Client Entity or its
activities or assets; (2) any actual or
threatened litigation or investigation by
any judicial or regulatory body in any
jurisdiction;(j)

you will promptly provide Ogier Global
with all such information, declarations,documentation and records (as well as
notification of any changes which relate
to or affect the Services as we may
reasonably require to perform ourduties; and(k)you will neither cause nor permit
anything to be done which will or is
likely to impose any civil or criminal
liability or penalty on Ogier or any of the
Employees.

You acknowledge and accept that:(a)Ogier may be required to disclose
information in relation to the Client
and/or the Client Entity to a foreign tax
authority and/or report from time to time
to local tax authorities information
which may be exchanged to a foreign
tax authority; and(b)

the Services do not, and will not,include the provision of any financial
investment advice or any tax or legal
advice on the laws or regulations of any
jurisdiction and that any discussions
that we may enter into with you fromtime to time in the course of theprovision of the Services will be forgeneral information purposes only andno such discussions may be relied uponby you or a Client Entity as investment,
legal or tax advice.

6

Agents, Delegation and Professional Advice

6.1

In the performance of our duties and in theexercise of our powers, we may act by
responsible Employees and, at our expense,
may appoint sub-administrators, nominees,
agents or other delegates, who may anothermember of Ogier, to perform in whole or in partany of its duties (and may include in suchappointments powers of sub-delegation)
provided that we will continue to be responsible
to you as if it were performing the Services
directly.
6.2

6.3

7

We shall not incur any liability howsoever arisingfrom the negligence, wilful misconduct or fraudof any delegate or agent appointed or employedwith the consent, or on the instructions, of thedirectors of the Client or Client Entity where they
are not provided by us or anything done oromitted in conformity with any advice given or
purporting to have been given by any delegate
or agent appointed or employed in connection
with the affairs of the Client or a Client Entity withthe consent of such directors where they are notprovided by us.
We may, with your prior consent (not to be
unreasonably withheld or delayed) and at yourcost, obtain and rely upon (without responsibility
for any Losses) professional advice on any
matter relating to the Services including (without
limitation) legal advice which we may requestfrom another entity within Ogier.

services, government fees, travel expenses,
local authority's fees and other third party
charges. In addition, a sundry expenses chargeof up to 4% of fees may be included in each
invoice to cover general expenses which it is notpractical to charge on a provision basis, such as
those expenses relating to telephone calls,
printing, and regulatory compliance which are
not included within standard or fixed fees billed.
7.8

Where significant or unusual third party
payments are required we may forward any
related invoices to you for direct payment orrequest monies on account.

7.9

If a disbursement for which we request monies
on account is incurred in a currency other thanthat in which the invoice is being produced,
those disbursements will be converted to thesame currency as that in which the invoice isbeing issued using the relevant oanda.com rate
as we may use from time to time. Should there
be any currency fluctuations in the period
between the calculation being made and the
disbursement being settled, we reserve theright to charge you for the additional cost.

7.10

Where you settle an invoice in a currency otherthan that in which the invoice has been issued
we reserve the right to retain any resulting
foreign exchange gains unless you request
return of the excess (minus any bank charges
incurred in respect of that payment).

7.11

If another member of Ogier records time in acurrency other than that in which the invoice isbeing produced, the fees of that other Ogier
entity will be converted to the same currency asthat in which the invoice is being issued using
the relevant oanda.com rate as we may use
from time to time.

7.12

Our mandatory due diligence procedures
pursuant to the requirements under the Law andRegulation may result in a charge depending on
the extent of the due diligence required.

7.13

We will add to your invoice any value added tax,
goods and services tax or other similar tax that
may be chargeable on all or any part of theservices which we provide as part of ourengagement or any disbursements or charges
in relation to those services.

Fees and Disbursements

7.1

Unless agreed otherwise, we shall be entitled tofees calculated in accordance with our scheduleof fees (whether fixed fees or time spent) inplace from time to time.

7.2

Our billing rates vary according to theexperience, qualifications and role of theindividuals involved. Our billing rates arereviewed from time to time and may be adjusted
as we consider necessary. The rates applied
will be those in force at the time the work isundertaken.

7.3

Our fees may be adjusted annually by reference
to inflation, overheads, competitor rates andsuch other factors as we may consider to be fairand reasonable.

7.4

All fees, disbursements and expenses paid in
advance are non-refundable.

7.5

It is not our practice to notify you of changes tobilling rates but we will provide up to date
information upon request.

7.6

The Client Entity shall be responsible for thepayment of its own costs and expenses(whether incurred directly by the Client, theClient Entity or by Ogier) including but notlimited to, as applicable, auditor, notary, legal
counsel safe custody (where not provided byOgier), investment managers or advisers andall taxes, fees and charges payable to any legal,
governmental or regulatory authorities in a
relevant jurisdiction.

7.14

In the event that you are required to withhold or
make any deductions in respect of any tax orsimilar levy, you will pay to us such additionalamount as will ensure we receive the same total
amount that would have been received if there
were no such withholding or deduction.

8

Payments on Account and Client Monies

8.1

We reserve the right to request a payment on
account of fees, disbursements and/or charges.

By instructing us, you authorise us to incur andcharge for disbursements such as thoserelating to registry fees, court fees, courier

8.2

Where we are holding money for you, on
account or otherwise, we may use this money
towards payment or part-payment of any of our

7.7

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JERLAW-48371271-2

outstanding invoices. Should you inform us inwriting of a bona fide dispute in relation to ourfees, disbursements or charges, we will placesuch funds on a suspense account pending
resolution of any such dispute.
8.3

8.4

8.5

8.6

As applicable. Where the Services are provided
from Luxembourg, the Client irrevocably
authorises us by way of a mandat d'intérêt
commun to procure the prompt transfer of any
funds held by us or on our behalf by anothermember of Ogier from time to time on behalf ofyou or a Client Entity to our (or another memberof Ogier's) own office account in payment (inwhole or in part) of any such outstanding fees,
costs and expenses.
As applicable. We may hold the your money inan account in a jurisdiction outside the Dubai
International Financial Centre (a financial freezone in Dubai) (DIFC). The market practices,insolvency and legal regime applying in thatjurisdiction may be different from that of the DIFC
and in the event of the insolvency or any otherequivalent failure of that third party agent where
your or a Client Entity's money is held, suchmoney may be treated differently from thetreatment which would apply if it was held with athird party agent, such as a bank or custodian, in
the United Arab Emirates.
Any monies retained in our client account orheld in an account established for you or the
Client Entity (irrespective of the reason forwhich they are held) shall be placed on accountwith a bank separate from our own funds. In theevent of such a bank being unable to meet its
obligations to its creditors for any reason(including but not limited to any form ofinsolvency), we shall not be liable to any person
for any Losses (whether consequential orotherwise), damages or liabilities howsoever
arising and your liability for payment of our fees,
disbursements and charges shall remain
unaffected.
To the extent that tax is or is required to be
deducted from any amounts paid or received by
you or a Client Entity, any Member or otherconnected entity, we may account to the relevant
tax authorities for tax deducted.

8.7

We will not pay interest to you on any money that
we hold on your behalf or on behalf of a Client
Entity and by entering into these Terms andConditions you acknowledge that you waive any
entitlement to such interest.

8.8

Where we receive or are holding money for youon account or otherwise and we havesuspicions of money laundering or any illegal
activity we may be obliged to report thosesuspicions to the relevant authorities andreserve the right to refuse to transfer out suchmoney without the prior sanction of any relevant
authorities.

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8.9

Following termination of the engagement any
monies retained in our client account shall(subject to clause 8.6 and clause 10) be dealt
with in accordance with Ogier Global's client
account balances procedure (a copy of which isavailable on request) which may involve any
negligible or untraceable amounts being paid
away to charity.

9

Payment

9.1

Unless otherwise agreed, and except where weissue an invoice for pre-payment of annual fees
for Services to be rendered and for applicablecharges to be payable by the Client Entity under
any Law and Regulation, invoices are usuallyrendered monthly in arrears and generally
include all fees, disbursements and charges
incurred up to the date of the invoice. Unlessotherwise agreed with us, payment is due
immediately.

9.2

If payment is not made within 30 days, we may
charge interest at a monthly rate of 2%.

9.3

Without prejudice to our right to claim interest, if
payment is not made when due (or if we request
payment on account of fees, if payment is notmade when requested), we may stop acting for
you and exercise the rights set out at clause 10.

9.4

You and/or the Client Entity remain personallyresponsible for payment of our fees where it isintended that our fees will be met from any
source other than your own funds. You and/or
the Client Entity are liable when payment is due,
whether or not monies are available from any
such other intended source.

9.5

All fees, costs and expenses due to Ogier Global
pursuant to the Client Agreement may beinvoiced and collected by any member of Ogierfor and on behalf of Ogier Global. Payment by
the Client Entity to any member of Ogier will
constitute a valid discharge of the obligation to
pay Ogier Global.

10

Lien
In the event of non-payment of all or any part ofany fees, disbursements or expenses due fromyou or the Client Entity (whether during thecourse of the services being provided or on
termination) we shall have a general andparticular lien over assets, documents and funds
held by or on behalf of you or the Client Entity for
all claims and money owing by you or the Client
Entity under any contract whatsoever and in any
other way whatsoever until the contract price has
been received.

11

Confidentiality, Intellectual Property andData Protection

11.1

References in these Terms and Conditions to
Client Information means all the details we holdabout you or a Client Entity and the matters uponwhich we are instructed by you, whether thosedetails are supplied by you or come from third(f)parties. We are committed to ensuring that
Client Information is kept confidential inaccordance with these Terms and Conditions.
11.2

Subject to clause 11.6 and 11.7 we shall not at
any time disclose to any person, and shall treat
as confidential, any Client Information.

11.3

Any information related to the business,customers, finances, partners, employees or
consultants, of any Ogier entity which is
identified as or can reasonably be considered asconfidential shall be considered Ogier
Confidential Information. Subject to clause
11.6, neither you nor any Client Entity shall at
any time disclose to any person (other than youror its directors, officers, employees, consultants
and agents on a need to know basis andprovided they are subject to similar standards ofconfidentiality) Ogier Confidential Information.

11.4

11.5

11.6

11.7

11.8

Neither party shall without the written consent of
the other party, at any time after the terminationof its appointment under the Client Agreement,
represent itself as being in any way connectedwith or interested in the business of the other.
Where such Client Information consists ofpersonal data about you and/or your officers,
employees, shareholders, beneficial owners,
associates, agents and, where applicable, family
members you acknowledge that we may process
such personal data in accordance with any dataprotection legislation applicable to us and our
privacy policy which is available here. Bothparties and the Client Entity will comply withapplicable data protection legislation.
Neither party shall disclose to any third parties
any Client Information or Ogier Confidential
Information, as the case may be, unless:(a)such disclosure is permitted by theseTerms and Conditions;(b)such information is already in the publicdomain or known to the recipient(otherwise than as a result of
unauthorised or improper conduct of
the recipient);(c)disclosure is required under any
applicable Law and Regulation or
pursuant to any direction, request or
requirement (whether or not having theforce of law) of any governmental,
regulatory or supervisory body;(d)the disclosure of any information is toany person we reasonably believe to beauthorised or engaged by you, forexample delegates or professional
advisors (including but not limited to thecircumstances in clause 6) who receive
the same under a duty of confidentiality;(e)the disclosure of any information inaccordance with clause 5.2; or7 Ogier
JERLAW-48371271-2

the disclosure of any information is withthe consent of the relevant parties to
the Client Agreement.

We may disclose Client Information for legitimate
business purposes to any of the following, which
may be in another country:(a)other members of Ogier which haveagreed to be subject to the terms ofthese Terms and Conditions, including
this clause;(b)

service providers or agents who aresubject to duties of confidentiality suchas auditors, credit reference agencies,
insurers, debt collectors and providersof computing facilities.

The legitimate business purposes for which weuse and may disclose Client Information include
but are not limited to:(a)theprovision
andcontinuous
improvement of the Services to you ora Client Entity;(b)general client and matter management,
undertaking internal conflict of interest
checks, anti-money laundering andfinancing of terrorism checks, analysing
our performance and generatinginternal financial and marketing reports;(c)

assessing legal and financial risks andcollecting debts;(d)ensuring that our client care is of thehighest quality;(e)marketing our services or appropriate
services of Ogier to you in the future,
which may involve contacting you or,where applicable, individuals withinyour organisation using the contact
details that you have provided to us.

11.9

From time to time we may wish to refer to you asa client of Ogier in publications or othermarketing material. We may also wish to referto matters on which we have acted for you where
we reasonably consider that such matters are in
the public domain or are otherwise not of aconfidential nature. Unless you advise us
otherwise in writing (either generally or in relation
to any particular matter), we will take it that youconsent to this.

11.10

If we have suspicions of money laundering
based on information obtained by us
professionally, it may be necessary or
appropriate for us to report those suspicions to
the relevant authorities. Such a report does notbreach any duty of confidentiality owed, and weshall not be liable for any Losses suffered as aresult of a delay in providing the Services or forour refusal to provide information regarding suchdelay.

11.11

Where any transfer of Client Information as
described in these Terms and Conditions is toany person in another country, such transfer ison the basis that anyone to whom we pass it
provides an adequate level of protection.
However:(a)(b)

that other country may not provide thesame level or type of statutory (otherlegal) protection as your country; andin some circumstances, your Client
Information may be accessed by law
enforcement agencies and otherauthorities to prevent and detect crimeand comply with legal obligations.

11.12

You must ensure that any Client Information
provided to us has been provided legitimately
and that there is a legitimate basis under any
applicable data protection legislation forproviding such data to us.

11.13

Depending on the nature of the Services, any
member of Ogier may act as either data
controller or data processor.

11.14

You acknowledge that Ogier holds all Intellectual
Property Rights in our, or any other member ofOgier's,asrelevant,
working
papers,correspondence, files and records (other thanstatutory corporate records) and all informationand data held by us or another member of Ogier
relating to carrying out the Services and ourduties under the Client Agreement and, except
to the extent required by Law and Regulation,neither you nor any Client Entity shall have any
right of access thereto or control thereover.

11.15

11.16

11.17

All Intellectual Property Rights in original
materials that we generate for our clients vest on
creation in us. You are entitled to use thosematerials for the purposes for which they wereobtained and for all reasonably associatedpurposes. Subject to the provisions of applicableprofessional rules and codes of conduct, Law
and Regulation, you are not entitled to receive orreview our internal correspondence relating to
your matters irrespective of whether our fees on
those matters included the production of that
correspondence.

11.18

Nothing in this clause 11 grants or purports togrant Intellectual Property Rights in the Client
Content to us or any other member of Ogier. We
will not hold ourselves out as having Intellectual
Property Rights in the Client Content.

12

Limitation of Liability and Indemnity

12.1

No Client, Client Entity or member of Ogier shallbe liable to each other in respect of any delay inperforming or any inability to perform its
obligations as set out in the Client Agreement if
the same is due to an event beyond thereasonable control of such party, including,
without limitation, an act of God or public enemy,war, insurrection, terrorism, or riot, fire, flood,
explosion, earthquake, accident, epidemic,
pandemic, or quarantine restriction, act ofGovernment or any Governmental agency,
strike, labour causing cessation, slow down,interruption of work, technological equipment,
software or systems (including computer orcommunications equipment or systems)
provided that each party shall have taken
reasonable steps to enable it to avoid delay in or
discontinuance of such performance byprocuring alternative facilities (if available) or
taking other appropriate steps.

12.2

Neither Ogier nor any of the Employees shall, in
the absence of fraud, wilful default or Gross
Negligence, be liable for any Losses suffered or
incurred by either the Client or a Client Entity at
any time from any cause whatsoever arising outof any act or omission on the part of Ogier inconnection with our duties under the Client
Agreement.

12.3

The Client and any Client Entity indemnifies (ona full indemnity basis) Ogier and the Employees
against any Losses which may be suffered or
incurred by Ogier or any of the Employees fromtime to time in connection with the provision ofServices save where such Losses arise from thefraud, wilful default or Gross Negligence ofOgier.

12.4

The indemnity set out at clause 12.3:

In connection with the receipt of our Services you
may provide us with Client Content in which you
own or have a licence to use the Intellectual
Property Rights in conjunction with the Services.
Subject to clauses 11.2 and 11.6, you
acknowledge and agree that we may use the
Client Content for the purpose of providing or inconnection with the Services and you grant us alicence/ sub-licence, as appropriate, for these
purposes.
Subject to clauses 11.2 and 11.6, you
acknowledge and agree that we may use
Generative AI in connection with the provisionand continuous improvement of our services andthat all Intellectual Property Rights in the outputsof Generative AI used for such purposes vest in
Ogier to the extent permitted by law.

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JERLAW-48371271-2

12.5

(a)

extends to any Losses suffered or
incurred in respect of proceedings,
claims or demands brought against any
indemnified person by any third party
arising out of or in connection with theprovision of the Services;(b)

may be called upon in respect of claims,
proceedings or demands whether or
not Ogier is a party and whether or not
Ogier has suffered any Losses; and(c)may be called upon in respect of claims,
proceedings or demands brought
against an indemnified person who (i)has ceased to be a member of Ogier; or(ii) has ceased to be an Employee.

We shall send to you or the Client Entity, as thecase may be, (in accordance with the noticeprocedures set out in clause 18) as soon aspracticable all notices of claims, summons or
writs which we receive from third parties relating
to you or Client Entity, as the case may be, andshall be under no further liability in relation
thereto having acted as aforesaid.
12.6

12.7

12.8

13.2

We shall not be required to take any legal action
on your behalf or on behalf of the a Client Entity
unless we agree to do so and unless we are fully
indemnified to our satisfaction against all costs
and liabilities howsoever connected with suchactions. If you or the Client Entity request that wein any capacity take any action, which in our
opinion may make us or our nominee(s) liable forthe payment of money or liable in any other way,
and if we agree to do so, we shall be kept
indemnified in a form satisfactory to us as aprerequisite to taking such action.
Notwithstanding any other provision of theseTerms and Conditions but subject to clause 12.9,
Ogier Global shall not be liable to the Client or a
Client Entity or any third party for any Losses that
may arise as a result of any direct or indirect
economic loss, indirect, special or consequential
losses of profit, including any expected
management fees, performance fees orallocations, or goodwill or business reputation.

three times fees paid under the
Agreement (for the previous 12
months); and(ii)

GBP1,000,000 (or USD equivalent).

Termination

13.1

The termination of the Client Agreement shall be
without prejudice to any antecedent liability ofthe parties to the Client Agreement and, without
limitation, we shall be entitled to receive all fees,
disbursements and other expenses accrued due
up to the date of such termination and for any
fees (on a time spent basis subject to any
minimum set out in our schedule of fees),
disbursements and charges associated with thetransfer of a Client Entity's files to anotherservice provider of your choice.

9 Ogier
JERLAW-48371271-2(b)either party committing a material
breach of the Client Agreement and (ifsuch breach is capable of remedy) thatparty not making good such breach
within thirty days of service upon theparty in breach of notice requiring theremedy of such breach;

13.4

Without prejudice to the right to terminate inclause 4.3, 13.2 and 13.5 we may terminate ourengagement in respect of any Client or Client
Entity immediately where we consider, in oursole and absolute opinion that:

Nothing in the Agreement is intended to limit or
exclude Ogier Global's liability for any matter inrespect of which liability cannot be limited or
excluded by law.

13

either party becoming insolvent orgoing into liquidation (other than avoluntary liquidation for the purpose ofreconstruction or amalgamation uponterms previously approved in writing by
the parties to this agreement) or areceiver being appointed or some event
having equivalent effect occurring; orWithout prejudice to the generality of theforegoing, a material breach of the undertakingsin clause 5 shall not be capable of remedy.

This is agreed as a reasonable limitation on ourliability.
12.9

(a)

13.3

Without limitation to any other provision of thisclause 12, our aggregate liability in contract andin tort (including negligence) or under statute orotherwise, for any loss, liability or damage
suffered by you or any other person that may
arise from or in connection with the Services
shall be limited to the lesser of:(i)

The Client Agreement shall be terminatedimmediately upon one party giving to the otherparty notice of termination in the event of:

13.5

(a)

your actions or the actions of a Client
Entity may potentially breach any Law
or Regulations;(b)you or a Client Entity may be unable tomeet any of its contractual payment
obligations to us; or(c)the Client, any Client Entity or any of its
connected persons is or may be (i)under investigation by any legal,
judicial, fiscal, regulatory or police bodyin any jurisdiction or (ii) threatened withor charged with any criminal offence inany jurisdiction;(d)the amendment of the Client Entity's
corporate purpose as well as thechange in the share ownership
structure, the bodies and the beneficial
owners without sufficient prior written
notice to us;(e)the non-transmission or refusal totransmit to us following our reasonable
request of the documents andinformation which we deem necessary
in order to observe the identification
obligation or the obligation to assess
the activity exercised by the Client
Entity or the Client Entity's financial
situation; or(f)

the failure to promptly inform us inwriting of a trial or any other fact which
may have a negative impact on your ora Client Entity's reputation.

Without prejudice to the right to terminate inclause 4.3, 13.2 and 13.4, either party may
terminate the Client Agreement and provision of

the Services upon giving 90 days' notice inwriting or as expressly agreed between us and
you.
13.6

14.4

Both you and each Client Entity consent to us
and any other member of Ogier acquiring,holding, disposing of or otherwise dealing withfor our/its own account or for the account of any
other client or other person (or their nominee)
any
securities
or
other
investments(notwithstanding that those securities or otherinvestments may also be held by or on behalf of
the Client or Client Entity) and acknowledges
that neither we nor any other member of Ogier
shall be liable to account to any person for any
profits or benefits made or derived by it inconnection with any such transactions.

15

Restrictive Covenants

Subject to our obligations pursuant to any Law
and Regulation applicable to us (including,
without limitation, relating to its anti-money
laundering obligations), upon termination of the
Client Agreement for whatever reason:(a)subject to clause 10 above we shall, atthe cost of the Client Entity, deliver tothe Client Entity the Client Entity'srecords and all documents pertaining to
the business and affairs of the Client
Entity in our possession;(b)

we may notify the Registrar on behalf of
the Client Entity that the registeredoffice and the business address of the
Client Entity is no longer located at our
office, and both you and any Client
Entity authorise us to deliver such
notifications on your or on behalf of the
Client Entity, as applicable; and(c)

As applicable. Where the Services areprovided in Luxembourg, in the eventthat you or the Client Entity do not notify
us of a registered address in
Luxembourg for this purpose, we may
entirely deregister you or the Client
Entity, as the case may be, with theRegistrar.

14

Conflicts of Interest

14.1

The Services are provided to you and/or the
Client Entity on a non-exclusive basis and Ogier
shall be free to provide similar services to otherpersons. We therefore endeavour to always act
in the best interests of our clients and takereasonable steps to ensure that conflicts andpotential conflicts of interest of our clients are
identified and then prevented or managed insuch a way that the interests of our clients are
not adversely affected and we comply with any
applicable professional rules and codes ofconduct, Law and Regulation.

14.2

We shall not be deemed to be given notice of,or to be under any duty to disclose to, you or a
Client Entity, any fact or thing which may cometo the notice of any Ogier entity or any of the
Employees in the course of Ogier providing
similar services to other persons or in thecourse of Ogier's business in any other capacity
or in any manner whatsoever otherwise than in
the course of carrying out our duties under the
Client Agreement.

14.3

Both you and each Client Entity acknowledge
that in providing similar services to otherpersons, Ogier may provide services to clientswhere the interests of that client and you and/or
a Client Entity may conflict. Both you and each
Client Entity permit Ogier to act, or continue
acting, in such circumstances.

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Neither you nor a Client Entity may, during thecourse of the provision of the Services or for a
12 month period following termination, solicit,
entice away or employ (or endeavour to solicit,
entice away or employ) any Employees who
have been involved in the provision of theServices at any time within the previous 12
months.
16

General

16.1

The Client Agreement sets out the entire
agreement and understanding between theparties in respect of its subject matter.

16.2

The Client Agreement shall be binding uponand inure to the benefit of the parties, theirsuccessors and permitted assigns.

16.3

Subject to clause 16.4, no party shall be entitledto assign or otherwise transfer the benefit orburden of the Client Agreement to any otherperson without the prior written consent of theother parties.

16.4

We are entitled to assign the benefit of the Client
Agreement to any other Ogier entity or to any
corporation into which we or such Ogier entity
may be merged or with which we or such Ogier
entity may be consolidated or to any corporation
resulting from any merger or consolidation inwhich we or such Ogier entity shall be a party.

16.5

If either you or any Client Entity is more than one
person, all obligations (including those as topayment of fees) will be joint and several andeach person appoints the other to act as theiragent to exercise full power and authority withrespect to the Services. Each such person
agrees that where we have or an Ogier entity has
a right against any of them under the Client
Agreement, we or the relevant Ogier entity may
choose in our/its absolute discretion which ofthem to make a claim against and each such
person waives any rights it may have underapplicable law to require that we or the relevant
Ogier entity first has recourse to and exhausts
the assets of any other of them before making aclaim against it and/or that we or the relevant
Ogier entity make simultaneous claims inappropriate proportions against any of them.

16.6

16.7

16.8

16.9

16.10

If at any time any one or more of the provisionsof the Client Agreement is or becomes invalid,illegal or unenforceable in any respect under
any law, the validity, legality and enforceabilityof the remaining provisions shall not be in any
way affected or impaired thereby.

17

Complaints

17.1

Any complaints will be dealt with in accordancewith our complaints procedure in force from time
to time, as summarised below (a detailed copy isavailable on request):

None of the parties to the Client Agreement shalldo any act, matter or thing which would or might
prejudice or bring into disrepute the business or
reputation of the other parties to the Client
Agreement.
The rights of the parties under the Client
Agreement are cumulative, may be exercised
as often as they consider appropriate and are in
addition to their respective rights under thegeneral law. They shall not be capable of being
waived or varied otherwise than by an express
waiver or variation in writing, and in particular
any failure to exercise or any delay in exercising
any of such rights shall not operate as a waiveror variation of that or any other right. No act orcourse of conduct or negotiation on the part ofeither party shall in any way preclude it fromexercising any right or constitute a suspension
or variation of any right that it may have under
the Client Agreement.

16.11

The Client Agreement constitutes a contract forthe provision of services and not a contract of
employment.

16.12

Save where the Services specifically include
provision of directorship services, nothing in the
Client Agreement shall constitute a member ofOgier or an Employee as a director of you or a
Client Entity.

16.13

None of the provisions of the Client Agreement
shall create or be deemed to create a
relationship of partnership between the parties to
the Client Agreement.

16.14

We shall for the purposes of the Client
Agreement be deemed to be an independent
contractor and, unless otherwise expressly
authorised pursuant to Proper Instructions, shallhave no authority to act on behalf of or torepresent you or a Client Entity in any way orotherwise be deemed to be an agent of you or a
Client Entity or to have power to enter into anytransaction or bind you or a Client Entity.

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JERLAW-48371271-2

in the first instance please raise any
concerns with your usual contact at
Ogier. Alternatively, you may send yourcomplaint to complaints@ogier.com;(b)

any complaint must be in writing (email
is acceptable) and include a clear andprecise description of the issue(including dates and any personnel
involved). A formal Complaint Form isavailable upon request.

17.2

We endeavour to fully investigate any complaint
received within a reasonable timeframe andprovide a response in writing within 30 businessdays. If we need more information, and we might
not be able to achieve this target, and we willadvise you accordingly.

17.3

By making a complaint to Ogier, you areagreeing to the investigation of your complaint
and the disclosure (as necessary, in Ogier's
discretion) of the facts of any complaint(including any sensitive or commercial data) to:

Each party shall do, execute and perform such
further acts, deeds and documents as may berequired to give full legal and practical effect to
the Client Agreement.
Where specifically agreed with you or a Client
Entity, we will keep documents in our safe
custody facilities. In the absence of Gross
Negligence we will not be liable for any such
documents which are stolen or damaged as aresult of fire water or other damage. We will not
accept items such as bearer instruments.

(a)

(a)

the person or persons about whom you
have complained;(b)

any relevant persons within Ogier;(c)

Ogier's insurers; and/or(d)

any relevant regulatory or supervisory
body (including CIMA)..

18

Notices

18.1

Notices to be given under the Client Agreement
shall be delivered by hand or mailed by prepaid
airmail or emailed to the respective addresses as
notified to the other for the purpose, in default of
which, to the registered office or the last known
usual address.

18.2

Where delivered personally such notice shall bedeemed given at the time of delivery; where
mailed, such notice shall be deemed to be duly
given on the seventh day after the date of
mailing, and where emailed, shall be deemed tobe duly given on the Business Day following thedate sent.

19

Governing Law and Jurisdiction

19.1

The Client Agreement is governed by and shallbe construed in accordance with the Governing
Law and Jurisdiction.

19.2

Each of the parties to the Client Agreement
irrevocably agrees that the courts of theGoverning Law and Jurisdiction shall havejurisdiction to hear and determine any suit, action
or proceeding, and to settle any disputes, which
may arise out of or in connection with the ClientAgreement and, for such purposes, irrevocably
submits to the jurisdiction of such courts.
19.3

The submission to the jurisdiction of the courts
referred to above shall not (and shall not be
construed so as to) limit the right of either party
to take proceedings against the other party in
any other court of competent jurisdiction nor
shall the taking of proceedings in any one ormore jurisdictions preclude the taking ofproceedings in any other jurisdiction, whether
concurrently or not.

June 2024

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