Ogier (Luxembourg) SCS
Terms and Conditions of Business - Legal Services

1
1.1

1.2

1.3

1.4

2
2.1

3
3.1

Introduction

3.2

Ogier is a multi-jurisdictional 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 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 at www.ogier.com.

Either the lawyer or fee earner responsible foryour engagement or a member of the legal
compliance team will contact you to agree what
information and documents are required tosatisfy our due diligence checks, including theform of those documents.

3.3

References in these Terms and Conditions andany accompanying engagement letter to we, our,us and the firm means Ogier (Luxembourg)
SCS a societe en commandite simple
represented by its general partner Ogier
Luxembourg (GP) Sarl. Whilst it is part of Ogier,this partnership alone is fully and exclusively
responsible for providing legal services to you
under this engagement.

We may immediately stop acting for you if,
within a reasonable period, you fail to produce
or delay in producing any information or
documents (in a form acceptable to us) werequire for our due diligence checks. If we soterminate our engagement, that termination
will be without any liability on our part andwithout prejudice to our ability to claim our fees,
disbursements and charges incurred prior tothat termination.

3.4

Any advice that we provide is for your benefit
alone for the purpose of this engagement.
Unless we expressly agree otherwise, the advice
is not to be used or relied upon by third parties.
We accept no responsibility for any
consequences arising from reliance upon our
advice by any person other than you.

We are not permitted to provide final advice toenable a transaction to complete until our due
diligence checks have been finalised. Any
advice that we give to you prior to thecompletion of the due diligence checks will betaken to be preliminary advice on which you
cannot place any reliance and for which we
accept no liability.

4
4.1

Unless agreed otherwise, our fees are basedon time spent by our lawyers and other fee
earners. However we are entitled to take into
account, when assessing rates and bills
generally, other factors including theimportance, urgency, novelty and complexityof the matter, the values involved, the number
and length of any documents involved, any
special skills required and the firm's
experience, expertise and precedents. We arealways willing to discuss with you a fair andreasonable method to determine our fees inany specific case.

4.2

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 thework is undertaken. It is not our practice tonotify you of changes to billing rates but we will
provide up to date information upon request.

4.3

By instructing us, you authorise us to incur andcharge for disbursements such as thoserelating to registry fees, court fees, courier
services, government fees, travel expenses
and other third party charges. In addition, asundry expenses charge of up to 5% of fees
may be included in each invoice to cover
general expenses which it is not practical tocharge on a provision basis such as thoserelating to telephone calls, printing and

We reserve the right to vary these Terms andConditions from time to time, including during thecourse of the provision of legal services, without
your prior consent. These Terms and Conditions
and any future variations will be published onwww.ogier.com by way of public notice to all
current and prospective clients. On the basis ofsuch publication you shall be deemed to haveagreed to these Terms and Conditions and allsuch variations.
Your Authorised Representative
In our provision of legal services you authorise
us to deal with any designated representative
notified to us in writing (including by email) or bytelephone from time to time. That notification
may come from you or other professional
advisers or agents or other third parties providing
services for you in relation to this engagement.
Due Diligence
We are required to complete due diligence
checks on all new and existing clients. Thesechecks will include gathering information anddocuments to identify and verify each individual
or entity for whom we act and, if applicable, eachprincipal or beneficial owner of that entity. We
may conduct electronic identity verification
searches.

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Feesregulatory compliance which are not included
within standard or fixed fees billed.
4.4

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

4.5

Although we may from time to time, at yourrequest,provideestimatesof
fees,
disbursements and charges that we anticipate
will be incurred, these are only estimates and theactual fees, disbursements and charges
ultimately invoiced may vary from thoseestimates. We will endeavour to inform you assoon as possible if it appears that any estimate
is likely to be exceeded or if there are significant
changes to the variables on which the estimate
was based. You may request an update on feesat any time during the course of our engagement.

4.6

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

4.7

Our mandatory due diligence procedures may
result in a charge depending on the extent of thedue diligence required. In the event that we arerequested to provide copies of due diligencerecords to third parties, we may charge a fee
depending on the extent of the due diligencerequired and will action only subsequent toreceipt of a signed mandate of release by you.

4.8

4.9

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 inrelation to those services.
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.

5

Payments on Account and Client Account
Funds

5.1

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

5.2

All clients' money accepted by the firm will beheld in an account separate from the firm's
money. It will be held on are held on account forthe client. We pay interest on clients' money incertain circumstances. If you would like further
details of this, please do not hesitate to ask us.

5.3

Where we are holding money for you, on accountor otherwise, we may use this money towards
payment or part-payment of any of ouroutstanding invoices. We will always inform you
when this is being done. 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.

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5.4

Any monies retained in our client account(irrespective of the reason for which they areheld) shall be placed on account with a bank.
In the event of such bank being unable to meetits 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 costs, claims or expenses or
any losses (whether consequential orotherwise), damages or liabilities howsoever
arising and your liability for payment of our fees,
disbursements and charges shall remain
unaffected.

5.5

Paragraph 5.4 shall not apply in respect ofundertakings we provide to any of our clientsor to third parties as part of the legal services
which we provide (unless otherwise expressly
stated in the terms of the undertaking).

5.6

Where we are holding money for you on
account or otherwise and we have suspicionsof money laundering or any illegal activity wereserve the right to refuse to transfer out suchmoney without the prior sanction of any
relevant authorities.

6

Payment

6.1

Invoices are usually rendered monthly inarrears and generally include all fees,
disbursements and charges incurred up to thedate of the invoice. Interim invoices may be
issued. Unless otherwise agreed with us,
payment is due immediately.

6.2

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

6.3

Without prejudice to our right to claim interest,
if payment is not made when due (or if werequest payment on account of fees, if
payment is not made when requested), wemay stop acting for you and retain documents
and papers belonging to you, together with ourown records, pending payment in full of allamounts due to us.

6.4

Where we are instructed by more than one
client, responsibility for our fees will be joint
and several unless agreed otherwise with us.

6.5

You remain personally responsible forpayment of our fees where it is intended that
our fees will be met from any source other thanyour own funds. You are liable when payment
is due, whether or not monies are available
from any such other intended source. Without
limitation, and for the avoidance of doubt, thisincludes where you instruct us asrepresentative for another party, as trustee oras liquidator, receiver or administrator of acompany and our fees, disbursements andcharges are intended to be met out of the otherparty's assets, or trust or company assets, as
the case may be.

7

Confidentiality, Intellectual Property and Data
Protection

7.1

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.
7.2

Subject to clauses 7.5 and 7.6, we shall not at
any time disclose to any person, and shall treat
as confidential, any Client Information.

7.3

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.

7.4

7.5

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 7.5,
you shall not at any time disclose to any person(other than your directors, officers, employees,
consultants and agents on a need to know basis
and provided they are subject to similar standardsof confidentiality) Ogier Confidential Information.
Neither party shall disclose to any third parties
any Client Information or Ogier Confidential
Information, as the case may be, unless:generalclientandmattermanagement, undertaking internal
conflict of interest checks, anti-money
laundering and financing of terrorism
checks,analysing
Ogier's
performance and generating internalfinancial and marketing reports;
assessing legal and financial risks andcollecting debts;
ensuring that our client care is of thehighest quality;
marketing Ogier's services to you in
the future, which may involve
contacting you or, where applicable,
individuals within your organisation
using the contact details that you haveprovided to us.
7.8

From time to time we may wish to refer to you
as a 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 suchmatters are in the public domain or areotherwise not of a confidential nature. Unless
you advise us otherwise in writing (either
generally or in relation to any particular matter),we will take it that you consent to this.

7.9

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
as a result of a delay in providing our services
or our refusal to provide information regarding
such delay.

7.10

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) 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);(d) we are 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 oflaw) of any governmental, regulatory or
supervisory body; orthat other country may not provide thesame level or type of statutory (otherlegal) protection as your country; and(e) disclosure is authorised pursuant to clause 2.1.
7.6

We may disclose Client Information for legitimate
business purposes to any of the following, which
may be in another country:

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

other members of Ogier;service providers or agents who aresubject to duties of confidentiality suchas auditors, credit reference agencies,
insurers, debt collectors and providers ofcomputing facilities.
7.7

7.11

The legitimate business purposes for which we
may use and disclose Client Information include
but are not limited to:

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.

7.12

the
provision
andcontinuous
improvement of our services;

The primary data controller in relation to thisengagement is Ogier (Luxembourg) SCS.

7.13

You acknowledge that Ogier holds all
Intellectual Property Rights in our, or any othermember of Ogier's, as relevant, working

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papers, correspondence, files and records (otherthan statutory corporate records) and all
information and data held by us or anothermember of Ogier relating to carrying out ourservices and our duties and, except to the extent
required by law and regulation, you shall nothave any right of access thereto or control
thereover.
7.14

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.

7.15

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 7.2 and 7.5,
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.

7.16

Subject to clauses 7.2 and 7.5, 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.

7.17

Nothing in this clause 7 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.

7.18

For the purposes of this clause 7:

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 similareffect to any of them which may
subsist anywhere in the world,whether or not any of them areregistered and including applications
for registration of any of them.
8
8.1

If you, or a party whom you represent or who
otherwise may claim through you, suffer orincur any loss or damage (of whatsoever kindand howsoever arising) arising out of, or inconnection, with our services (whether caused,or contributed to, by any act, omission orstatement or by any delay in acting or arisingin any other way in connection with ourservices), you and any such party may only
have recourse to the assets of the firm in
respect of that loss or damage. For the
purpose of this clause the assets of the firm
include all rights or claims (including any
indemnity) of the firm or the partners or any
other employee or consultant of the firm
pursuant to any professional indemnity orsimilar insurance held or maintained by Ogier.

8.2

Apart from the firm's assets, you and any suchother party will have no recourse to thepersonal assets of any partner, employee or
consultant,theirrespective
personal
representatives or any related person. You
agree not to bring a claim against any of ouremployees or consultants personally. This
paragraph shall not exclude or limit the liabilityof the firm for the acts or omissions of its
employees performed under the firm's
supervision or within the scope of theemployee's contract of employment with the
firm.

8.3

Our aggregate liability in contract and in 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 our services
shall be limited to €5,000,000. This is agreed
as a reasonable limitation on our liability.

8.4

If you have agreed to limit the liability of a coadviser, you also agree that our liability ofwhatsoever nature and howsoever arising islimited in the following way: our liability
excludes any amount which we would havebeen entitled to recover from that co-adviser incontribution proceedings had you not agreed
to the limitation with that co-adviser.

Client Content means any document,
information and data provided to us by
you or on your behalf, and which may
include Client Information;
Generative AI (GenAI) means a type of
artificial intelligence that can create newcontent, such as text or images, bylearning patterns from existing data. It
uses algorithms and techniques such as
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
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Limitation of Liability

9

Termination

9.1

You may terminate our engagement at any
time by notice in writing.

9.2

In addition to the grounds for termination underparagraphs 3.3 and 6.3, we may also stop
acting for you in any of the following
circumstances: (i) we believe that your actions
may potentially breach any laws, regulations,rules or codes; (ii) we consider there has beena breakdown in confidence and trust between

us; or (iii) in any other circumstances where, in
our opinion, it is not appropriate or possible for
us to continue acting.
9.3

10
10.1

10.2

10.3

If for any reason we cease to act for you before
the conclusion of the matter, you will be
responsible for our fees, disbursements andcharges incurred up to the date of terminationand for any fees, disbursements and charges
associated with the transfer of your files toanother adviser of your choice.

are not responsible for compliance with any
laws or regulations of any jurisdiction otherthan Luxembourg.
10.6

You agree that you will provide us with all
information and documentation that may
reasonably be required for us to advise you in
relation to our engagement (and do not rely
upon us having any documentation or
information that you may have provided to us
in relation to any prior engagement). You
further agree to ensure that such informationand documentation is and remains true,
accurate and complete in all material respects
and is not misleading. We will not seek toindependently verify the truth, accuracy orcompletenessof
information
anddocumentation you supply to us save where
we specifically agree in writing to do so.

10.7

We rely on the strict understanding that, if
appropriate, you have obtained, or will obtain,
proper professional advice as to the laws of
every relevant jurisdiction other than
Luxembourg. At no time is the advice given by
us to be regarded or construed as evaluatingor recommending a commercial decision or agiven course of action. The determination andthe consequences of any course of action are
matters entirely to be determined by you. We
do not provide investment advice.

10.8

We will not be liable for any failure or delay inproviding any services as a result of
circumstances beyond our control including,
without limitation, fire, flood, storm, earthquake,wars and riots.

GeneralAs a matter of policy we will not accept a generalretainer to act for you and we reserve the rightnot to accept instructions in respect of any matter,or to decline to continue to act further on the
grounds of conflict of interest or otherwise (as towhich our determination shall be final). It is acondition of our engagement that you agree that
we may represent, now and in the future, existingor new clients in any matters that are notsubstantially related to our work for you.
We are prohibited by professional rules
governing the conduct of lawyers from acting in
any matter where there would be a conflict ofinterest or significant risk of a conflict of interest.
Without your prior consent, we cannot and will
not represent any client adverse to you in a
specific legal matter if we have obtained
confidential information from you that is material
to that matter. However, in instances in which wehave no such material confidential information,
you agree that we can represent other clients inlegal matters, even those potentially or actually
adverse to you or any of your affiliates, without
your further consent. In order to minimise thelikelihood of a conflict arising, you must notify us
as soon as possible as you become aware of apotential conflict, or situation that may give rise
to a conflict.
We will retain documents relating to thisengagement in accordance with our current
record retention policy.
All documentation(including original documentation) that we hold or
are requested to hold for you in safekeeping will
be held by us at your risk and we accept no
responsibility or liability whatsoever orhowsoever arising in relation to the storage ordestruction or loss of any such documentation.
We recommend that you retain a copy of all such
documents for your own reference.

10.4

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 do not accept
liability for any interceptions, errors or omissions
in the context of a message sent by internet
transmission.

10.5

Our advice is applicable to Luxembourg law inforce at the time we provide our services and weare not responsible for advising on changes in
the law after we have delivered our advice. We

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11
11.1

Governing Law and Jurisdiction
The terms of this engagement are governed by
the laws of Luxembourg. Both parties submit
to the non-exclusive jurisdiction of the courts of
Luxembourg in respect of any dispute arisingout of or in connection with the terms of thisengagement.

September 2024