Ogier Corporate Finance Limited
Terms and Conditions of Business - Legal Services

1
1.1

2

Client Agreement

2.2

Any references in the Client Agreement to we,
our or us, means OCFL.

OCFL will not be responsible for providing advice
in connection with those matters for which theIssuer has agreed to provide or arrange, or acompany would usually provide or arrange,
advice (such as for example, legal, regulatory,
accounting or taxation matters) and OCFL will
not have any liability in respect of any services
or advice provided to the Issuer by persons otherthan OCFL.

3.7

To the extent that OCFL assists with completionof any listing particulars it does so on thefollowing basis: OCFL is not a law firm and, otherthan in relation to compliance with the Authority'slisting rules (Listing Rules), is not qualified togive advice on the form and content of suchlisting particulars or their suitability to any issuer
or proposed holder of such securities and will nothave any responsibility for ensuring that thelisting particulars comply with the laws of thejurisdiction in which the Issuer was incorporated.
OCFL will not be responsible for providing advice
on appropriate risk factors to be included in thelisting particulars, other than providing sample
risk warnings, which must, as with the document
as a whole, be reviewed and adapted by theIssuer or its onshore counsel.

3.8

OCFL will not be responsible for providing advice
in connection with the securities laws of any
jurisdiction.

4

Documents, announcements and Continuing
Obligations

4.1

The Issuer acknowledges that OCFL has
advised it of the nature of its continuing
obligations under the Listing Rules (theContinuing Obligations) in a client briefing
entitled "Obligations for Issuers of Debt
Securities listed on The International Stock
Exchange" (the Briefing). The Issuer
acknowledges that the Briefing is only asummary and not comprehensive in its scope
and undertakes to review the website of the
Exchange (www.tisegroup.com) to familiarise
itself with its Continuing Obligations in full and as
updated from time to time.

4.2

The Issuer acknowledges that it is its
responsibility to ensure that it is fully aware ofwhat is required of it by way of Continuing
Obligations and to comply with such Continuing
Obligations. The Issuer further agrees to procure

Scope of OCFL Engagement
The Issuer hereby agrees that OCFL is acting for
the Issuer and no other person in connection
with the Application and will not be responsible
to any person other than the Issuer for providing
advice in relation to the Application or otherwise.

3.2

The Issuer also agrees that any advice given by
OCFL is provided solely for the use and benefitof the Issuer and may not be used or relied on
for any other purpose or disclosed to any otherperson (excluding the Issuer's professional
advisers, who may place no reliance on suchadvice) without the prior written approval of
OCFL. Any information memoranda issued tothird parties in connection with the Application
will contain OCFL's normal disclaimers andexclusions of liability.

3.3

Unless otherwise agreed in writing, OCFL will
not be responsible for any due diligence for theIssuer in relation to the Application (whether interms of nature, extent, adequacy or
performance) or for the verification of any public
documents issued in connection with theApplication.

3.4

3.6

Definitions
Capitalised terms used herein shall, except
where the context otherwise requires, have themeanings given to them in the engagement
email.

3.1

Consequently, it is the responsibility of the Issuer
to ensure that the advice from its other advisers
in relation to the Application or its continued
listing, is received and considered by the Issuer
and is adequate for the purpose of the
Application or its continued listing.

These Terms and Conditions together with ourengagement email constitute our Client
Agreement.

2.1

3

3.5

In particular,
responsibility:

OCFL

will

not

have

any

(a)

for due diligence which would normallybe carried out by a specialist adviser(such as, for example, a legal,
accountancy, valuation or tax adviser),notwithstanding any information or
advice from these advisers which may
be passed to OCFL or passed on by
OCFL to the Issuer; or(b)for providing the Issuer with any
structuring, tax, legal or other advice
outside of its duties as listing agent to
the Issuer,and the Issuer acknowledges that it is not relying
upon OCFL for any such due diligence or advice.
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that each of its directors is fully aware of theContinuing Obligations including any disclosure
obligations. The Issuer acknowledges that
failure to comply with Continuing Obligations
may result in a continuing obligations breachbeing recorded in the register of breaches kept
by the Authority, censure of an issuer and / or asuspension or cancellation of a listing. Pleaserefer to the Briefing for more information on
enforcement action the Authority may take.
4.3

The Issuer agrees to send to OCFL all
information required to comply with its
Continuing Obligations and, as soon asreasonably practicable after its publication, any
document, accounts, calculation, notification or
publication pursuant to its Continuing
Obligations. The Issuer further agrees to send to
OCFL as soon as reasonably practicable, copiesof all correspondence entered into between theIssuer and the Authority which has not previously
been copied to or sent via OCFL.

4.4

OCFL shall be entitled to request from the Issuer
confirmations relating to information contained ina document or announcement if the Issuer asks
OCFL to issue or approve it, or arrange for its
issue and OCFL may require further informationfrom the Issuer in order to do so. The Issuer andthe directors of the Issuer will accept full
responsibility for the contents of the document or
announcement.

4.5

4.6

5
5.1

OCFL retains the right to refuse to issue orapprove, or arrange for the issue of, a particular
document or announcement and to require theIssuer to cease to distribute a document or
announcement which, in OCFL's opinion, has
any connection with or potential effect on the
Application if at any time OCFL becomes awareof information which, in its opinion, renders the
document or announcement untrue, incompleteor misleading in a material respect.
The Issuer agrees that it will not publish, or
arrange for the publication of, any document or
announcement in relation to, or which has or
may have any effect on, the Application or thecontinued listing of the Issuer or which isotherwise material in the context of the Issuer
without the prior written consent of OCFL.

5.4

In addition to the fees set out in the engagement
email, the Issuer shall pay OCFL's expenses,
including legal, travelling and out of pocket
expenses reasonably incurred by OCFL inconnection with the Application and in its
capacity as Continuing Listing Agent, whether on
its own account or on the Issuer's behalf. Suchexpenses will be invoiced on a monthly basis.

5.5

By instructing us, you authorise us to incur andcharge for disbursements such as those relating
to registry fees, court fees, courier services,
government fees, travel expenses and otherthird party charges. In addition, a sundry
expenses charge of up to 4% of fees may be
included in each invoice to cover general
expenses which it is not practical to charge on aprovision basis, such as those expenses relating
to telephone calls, printing, and regulatorycompliance which are not included withinstandard or fixed fees billed

5.6

All fees and expenses incurred or charged by
OCFL, are calculated net of any applicable
goods and services tax which will also be
charged to the Issuer if applicable.

5.7

Any goods and services tax or other similar tax
which we are required by law to charge upon allor any part of the services which we provide aspart of our engagement or any disbursements inrelation thereto shall be charged in addition to
our fees and added to your invoice.

5.8

All fees and expenses paid to OCFL will be paidin pounds sterling and, in any case where they
are calculated or incurred by reference to a
currency other than pounds sterling, fees andexpenses will be converted into pounds sterlingon the date of payment to OCFL using an
exchange rate acceptable to OCFL.

5.9

All fees and expenses payable to OCFL are dueand payable immediately on issue of an invoiceby OCFL. The fees payable to OCFL are subject
to review and amendment by OCFL in respect ofsubsequent years (having notified the Issuer inadvance of any such amendment).

5.10

All fees payable to the Authority shall remain the
direct responsibility of the Issuer to the Authority
and are payable in accordance with the
Authority's terms and conditions (as amended
from time to time) as set out on the Authority's
website.

Fees and Payment
The Responsibility Fee referred to in theengagement email shall be payable in full during
any year in which the Notes are listed or delisted
for any reason (notwithstanding that this may not
be a full calendar year).

5.2

In the event that the listing does not take place
for whatever reason the Issuer will be charged
for work undertaken by OCFL on a time incurredbasis plus disbursements.

5.3

The fees set out in the engagement email
assume that the listing is achieved within eight(8) weeks of the date of the engagement email.

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6
6.1

Communications
In order to communicate with you efficiently, we
may communicate with you by unencryptedemail, 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 or
arrive late or contain viruses. We do not accept
liability for any interceptions, errors oromissions in context of a message sent byinternet transmission.
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7.1

7.2

7.3

8
8.1

8.2

8.3

AccessIn order to perform its duties pursuant to the
Client Agreement, the Issuer confirms that OCFL
shall have full access to directors and other staffof the Issuer and to the other advisers to theIssuer. The Issuer also agrees to ensure that
OCFL shall also have full access to other dataand information as OCFL may reasonably
require in order to perform its duties pursuant to
the Client Agreement.
OCFL reserves the right (but is under no duty
whatsoever) at its absolute discretion and for its
own purposes to take whatever steps it may
consider appropriate to satisfy itself as to theaccuracy and completeness of any public
documents issued in connection with theApplication or the continued listing of any
securities issued by the Issuer and the Issuer
agrees to co-operate fully with OCFL in thetaking of such steps.
In addition, the Issuer agrees to keep OCFL
informed of any material developments or
proposals in relation to the business oroperations of the Issuer, in particular wherethese may have an effect on the Application or
the continued listing of the Issuer on the
Exchange or which may need to be disclosed
pursuant to the Listing Rules.

specifically consents to the disclosure of that
confidential information.
9.2

All original share certificates and otherdocuments of title held to the order of the Issuer
and all other papers held by OCFL which were
supplied to OCFL by the Issuer will be returned
by OCFL to the Issuer after receipt of a requestfrom the Issuer subject to OCFL being entitled toretain copies in order to comply with its
regulatory or other record-keeping requirements.

9.3

References in these Terms and Conditions to
Client Information means all the details we holdabout you and the matters upon which we are
instructed by you, whether those details aresupplied by you or come from third parties.

9.4

Subject to clauses 9.7 and 9.8, we shall not at
any time disclose to any person, and shall treat
as confidential, any Client Information.

9.5

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 will comply with applicable dataprotection legislation.

9.6

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
9.7, you shall not at any time disclose to any
person (other than your directors, officers,
employees, consultants and agents on a need toknow basis and provided they are subject tosimilar standards of confidentiality) Ogier
Confidential Information.

9.7

Neither party shall disclose to any third parties
any Client Information or Ogier Confidential
Information, as the case may be, unless:Interests of the Ogier Group
OCFL is a member of Ogier. Ogier is a multijurisdictional legal and fiduciary services
provider. It includes collectively Ogier Legal
Limited Partnership, Ogier Global Holding
Company Limited, separate legal or limited
liability partnerships (each using the name'Ogier') and any of their subsidiaries, associates
and undertakings (including any successor toany of them) wherever each and any of them
may be situate. The provision of Ogier's legal
services is carried on independently from its
corporate finance activities.
In connection with their ordinary activities, othermembers of Ogier may have a financial interestin the Application, or any continuing advice,
whether as legal advisers, directors or otherwise.
The Issuer hereby irrevocably waives any rightor claim against OCFL or any other member ofOgier arising directly or indirectly from any suchfinancial interest.
Further details regarding the Ogier can be foundat www.ogier.com.

9

Confidentiality, Intellectual Property and Data
Protection

9.1

Subject to the conditions set out herein, allconfidential information which OCFL receives
from the Issuer will be held in strict confidence
unless and until such time as the Issuer

3 Ogier
JERLAW-41446507.4(a) such disclosure is permitted by these Terms
and Conditions;(b) the other party has consented to suchdisclosure;(c) such information is already in the publicdomain (otherwise than as a result of
unauthorised or improper conduct of therecipient); or(d) disclosure is required by any law, regulation,
rule, code, or order of any court, tribunal or
judicial equivalent or pursuant to any direction,
request or requirement (whether or not having
the force of law) of any governmental, regulatory
or supervisory body.

9.8

9.9

9.10

9.11

9.12

We may disclose Client Information for legitimate
business purposes to any of the following, which
may be in another country:(a)that other country may not provide thesame level or type of statutory (otherlegal) protection as your country; and(a)other members of Ogier;

(b)

(b)

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

in some circumstances, your Client
Information may be accessed by law
enforcement agencies and otherauthorities to prevent and detect crimeand comply with legal obligations.

9.13

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.

9.14

The primary data controller in relation to thisengagement is OCFL.

9.15

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 our services and ourduties and, except to the extent required by law
and regulation, you shall not have any right ofaccess thereto or control thereover.

9.16

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, you are not entitled to receiveor review our internal correspondence relating to
your matters irrespective of whether our fees on
those matters included the production of that
correspondence.

9.17

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. Subject to clauses 9.4 and 9.7,
you acknowledge and agree that we may use the
Client Content for the purpose of providing or inconnection with our provision of the services andyou grant us a licence/ sub-licence, as
appropriate, for these purposes.

9.18

Subject to clauses 9.4 and 9.7, you acknowledge
and agree that we may use Generative AI inconnection with the provision and continuous
improvement of our services and that all
Intellectual Property Rights in the outputs ofGenerative AI used for such purposes vest in
Ogier to the extent permitted by law.

9.19

Nothing in this clause 9 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.

9.20

For the purposes of this clause 9:

The legitimate business purposes for which weuse and may disclose Client Information include
but are not limited to:(a)theprovision
andcontinuous
improvement of our services;(b)

general client and matter management,
undertaking internal conflict of interest
checks, anti-money laundering andfinancing of terrorism checks, analysing
Ogier's 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 Ogier's services to you in the
future, which may involve contacting
you or, where applicable, individuals
within your organisation using thecontact details that you have provided
to us.

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.
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 bylawyers to their client, and we shall not be liable
for any losses suffered by you or a third party asa result of a delay in providing our services or ourrefusal to provide information regarding suchdelay.
Where any transfer of Client Information as
described in these Terms and Conditions is toany person in another country, such transfer ison the basis that anyone to whom we pass it
provides an adequate level of protection.
However:(a)
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Client Content means any document,
information and data provided to us byyou or on your behalf, and which may
include Client Information;
(b)

(c)

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10.1

10.2

Generative AI (GenAI) means a type of
artificial intelligence that can create
new content, such as text or images, bylearning patterns from existing data. It
uses algorithms and techniques suchas deep learning and machine learning
to generate data that is similar to or avariant of the input data; andIntellectual Property Rights means
patents, rights to and in inventions,trade-marks, trade names, domainnames, 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 lookand 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 natureor having equivalent or similar effect toany of them which may subsist
anywhere in the world, whether or not
any of them are registered andincluding applications for registration of
any of them.

announcement by the Issuer (or any employee,
director or agent of the Issuer), its manager,
investment manager or custodian (whether
before or after the date of the Client Agreement),other than as a result of actions taken or omitted
to be taken by OCFL in bad faith or arising
directly from the negligence, wilful default or
fraud of that Indemnified Party.
10.3

The Issuer will reimburse the Indemnified Parties
for all costs and expenses (including
professional and legal fees) which are incurredby the Indemnified Parties in connection withinvestigating, preparing and defending any suchaction or claim, whether or not in connection withpending or threatened litigation or arbitration, in
which any Indemnified Party is a party orotherwise involved (the Proceedings Costs),
and whether or not resulting in liability on the partof any Indemnified Party. OCFL will, to the extent
reasonable and practicable in the circumstancesand subject to any requirement imposed by any
insurer of OCFL or any Indemnified Party,
consult with the Issuer and keep the Issuer
informed in relation to any action or claim of this
kind.

10.4

The Issuer will not, however, be responsible for
any Proceedings Costs to the extent that they
result from actions taken or omitted to be takenby that Indemnified Party in bad faith or arising
directly from the negligence, wilful default or
fraud of that Indemnified Party.

10.5

The provisions of this indemnity are not affectedby other terms (including any limitations) set out
in the Client Agreement.

Indemnity and exclusion of liability
The Issuer agrees to indemnify (including any
amount in respect of tax) and hold harmless
OCFL, for its own account and as trustee for its
Connected Persons (each an Indemnified
Party), from and against any losses, claims,
demands, damages, costs, charges, expenses,
fines or liabilities (or actions, proceedings orinvestigations in respect thereof) (collectively,
the Indemnified Claims) which the Indemnified
Party may suffer incur or which may be madeagainst the Indemnified Party relating to or
arising directly or indirectly out of OCFL's
provision of services or which otherwise results
directly or indirectly from the publication of any
prospectus, circular, or other document or
announcement by the Issuer (or any employee,
director or agent of the Issuer), its manager,
investment manager or custodian (whether
before or after the date of the Client Agreement),other than as a result of actions taken or omitted
to be taken by OCFL in bad faith or arising
directly from negligence, wilful default or fraud ofthat Indemnified Party.
The Issuer agrees that the Indemnified Parties
shall not be liable for any Indemnified Claims
which the Issuer may suffer or incur or which
may be made against the Issuer relating to or
arising directly or indirectly out of OCFL's
provision of services or which otherwise results
directly or indirectly from the publication of any
prospectus, circular, or other document or

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11
11.1

12
12.1

Issuer confirmation
The Issuer confirms that it has not accepted any
express financial limitation of liability from any of
its other advisers in connection with theApplication or its continued listing. If the Issuer
does accept any such limitation, then (i) the total
liability of OCFL to the Issuer in connection withany claims against OCFL by the Issuer shall be
reduced so that it will not exceed the total
amount for which OCFL would have been liable
to the Issuer but for such limitation and (ii) theIssuer shall as soon as reasonably practicable
inform OCFL that it has accepted such limitation
and will provide written confirmation to OCFL ina form and substance reasonably satisfactory to
OCFL to give effect to the provisions of (i) of thisparagraph 13 of these Terms and Conditions.
Termination
The engagement of OCFL may be terminated by
the Issuer or by OCFL at any time by written
notice, without liability or continuing obligation to
the Issuer or to OCFL except for any obligationsof the Issuer under paragraphs 4 and 5 of theseTerms and Conditions and for the indemnity,
intellectual property rights and confidentiality
provisions contained in these Terms andConditions.

13
13.1

Governing law and Jurisdiction
The terms of the Client Agreement with OCFL
are governed by and construed in accordancewith the laws of the Island of Jersey. The Issuer
hereby irrevocably submits to the jurisdiction of
the Courts of Jersey in respect of any disputearising out of or in connection with the Client
Agreement.
The Issuer hereby agrees toappoints Ogier, 44 Esplanade, St Helier, Jersey
JE4 9WG, Channel Islands as its agent forservice of process in Jersey.

September 2024

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