INTERNATIONAL DEPOSITORY SERVICES E-PLATFORM USER ACCESS AGREEMENT

IMPORTANT – READ CAREFULLY

PLEASE READ THIS AGREEMENT IN ITS ENTIRETY. BY CLICKING ON THE “AGREE” BUTTON YOU, ON BEHALF OF YOU OR THE COMPANY YOU REPRESENT (“COUNTERPARTY”) AGREE, AS OF THE DATE AND TIME YOU CLICK “AGREE” ("EFFECTIVE DATE") (I) THAT YOU HAVE READ AND UNDERSTOOD THIS CONTRACT; AND (II) TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT (THE “CONTRACT”). IF YOU DO NOT AGREE TO THE CONTRACT THEN DO NOT CLICK ON THE “AGREE” BUTTON AND YOU WILL NOT BE ABLE TO USE E-DEPOSITORY PLATFORM (THE “PLATFORM”). IF YOU HAVE NOT BEEN AUTHORIZED BY THE COUNTERPARTY TO USE THE PLATFORM YOU MUST EXIT INMEDIATELY.

1. ACCESS TO THE PLATFORM

The user code and password received by the Counterparty are strictly confidential, shall only be used by the Counterparty or a duly empowered legal representative, designated by the Counterparty (i) to access and use the Platform, (ii) to review holdings, initiate transactions or otherwise conduct business utilizing the Platform (hereinafter “Transactions”), on the Counterparty's behalf, through the Platform (from now on the “Authorised User”) and is not transferable. The Counterparty declares that the Authorised User has legal capacity and power to bind the Counterparty and to enter into Transactions on behalf of the Counterparty.

Counterparty and its Authorised User will have access to the Platform through the user code and password mentioned above. IDS assume no obligation to make any further investigation. Counterparty undertakes to report to IDS forthwith any information which IDS may request about the Authorised User and/ or user code. Likewise, Counterparty undertakes to notify IDS forthwith in writing of any alteration, modification, loss, theft or wrongful public disclosure of the user code and password, of the dismissal or resignation from his post of any Authorised User and of the withdrawal of Authorised User status and the incorporation of any new Authorised User. Likewise and also forthwith, Counterparty shall report any circumstance which may have as a result a breach of the confidentiality of the user codes and passwords, and any unauthorised use of the Platform.

Counterparty shall be solely and fully responsible for the use of the user code and password of the Authorised User, and for acts and omissions during the use thereof and, so expressly accepts that IDS will consider any access to or use of the Platform which takes place under such user codes and passwords as an access or use by the Counterparty, including the delivery, sending and forwarding of messages and including the granting of Counterparty consent to any Transaction. Counterparty therefore undertakes to meet the commitments and obligations undertaken before IDS for any Transaction carried out through the Platform, regardless of whether or not it is actually performed by the Authorised Users.

Counterparty undertakes to maintain the security measures necessary to prevent access to the Platform by persons other than the Authorised User, to make proper use of the user codes, passwords and the Platform.

2. EQUIPMENT AND USE OF THE PLATFORM

2.1.- The Counterparty shall be solely responsible for the acquisition and maintenance of any equipment, hardware and/ or software required to access the Platform.

Counterparty is responsible for the provision, at its own expense, of the technical, logistical, telecommunications and hardware (including network) infrastructure reasonably required for the proper access and performance of the Platform, and for the implementation of the interface of such Counterparty infrastructure to the Platform and for complying with all requirements imposed by relevant third parties in this regard, including without limitation, obtaining appropriate licenses.

2.2.- IDS makes no representation and grants no express or implicit guarantee in regard to the quality or capability of any equipment, hardware or software, or in regard to access to and the security or operation of the Platform.

2.3.- IDS does not warrant or represent (i) that the access to the Platform will be uninterrupted or error free, (ii) as to the results that may be obtained from the use of the Platform, (iii) as to the sequence, accuracy, completeness, reliability or content of any information, service, or Transaction provided thought the Platform or with respect to any software used by the Counterparty to access the Platform and (iv) that the website, the servers from which the Platform is made available or any connected website are free of viruses or other harmful components.

2.4.- Counterparty shall bear sole liability for the payment of any costs arising from access to the Platform as is actually engineer or in the event of any evolution, updating or amendment, including (for purposes of illustration only) commissions, costs of telecommunications, internet connection, software, hardware, equipment, and of all the taxes and levies related to the same.

2.5 - Counterparty acknowledges and agrees that it shall be solely responsible for testing the compatibility of the Platform with its own system. IDS does not guarantee that the Counterparty’s system will be able to interface with the Platform and, unless expressly stated otherwise herein, IDS shall have no responsibility with respect to adapting the Counterparty system to interface with the Platform.

2.6 - Counterparty expressly assumes that the means of access and transmission of messages to and from the Platform may not be secure, and that IDS offers no guarantees in this sense, so that their use is the sole responsibility of the Counterparty.

2.7- THE INFORMATION TO WHICH THE COUNTERPARTY HAS ACCESS THROUGH THE PLATFORM IS NOT AND MAY NOT BE CONSIDERED AS AN ADVICE, INVESTMENT ADVICE OR FINANCIAL RECOMMENDATION PROVIDED BY IDS FOR THE CARRYING OUT OF TRANSACTIONS WITH IDS. IN CONNECTION WITH THE FOREGOING, THE COUNTERPARTY HEREBY DECLARES AND REPRESENTS THAT IT/SHE/HE WILL MAKE HIS OWN DECISIONS IN ORDER TO ENTER INTO OR REFRAIN TO ENTER INTO TRADE OR TRANSACTIONS. THE DECISIONS MADE BY THE COUNTERPARTY, ARE MADE WITH FULL ASSUMPTION OF ALL THE RISKS INHERENT IN SUCH DECISIONS, AND IDS ASSUMES NO LIABILITY FOR IT. LIKEWISE, NO CLAIMS IN REGARD TO SUCH DECISIONS MAY BE BROUGHT AGAINST IDS, ITS PARENT COMPANY, OFFICERS, DIRECTORS OR AFFILIATES.

3. CONTINGENCES

In the event that the Platform is not available:

• Counterparty shall promptly notify IDS

Technical Support:

Telephone: 302.322.6150

E-mail: staff@ids-delaware.com

and

• upon notification by the Counterparty, IDS shall undertake commercially reasonable efforts to provide the Counterparty with telephone or other electronic methods for requesting information and effectuating transactions until the Platform is restored.

• Counterparty agrees that in no event will IDS be responsible if the Platform is not available.

4. CONFIDENTIALITY

4.1- Counterparty shall access and use the Platform according to the terms and under the rules and regulations established in this Contract and subject to and consistent with the Storage Agreement in place between IDS and the Counterparty and additionally under any rule established by IDS from time to time. The Counterparty undertakes to comply, at all times, with the regulations in force on matters of telecommunications, and as a result undertakes not to forward or copy the information to third parties without the previous written consent of IDS.

4.2 - All distribution of the information to third parties other than the Counterparty or the Authorised User by any means and in any form is expressly prohibited. The Counterparty undertakes to hold IDS harmless against any third party claim which might arise from improper or unauthorised use of the Platform or the information by the Counterparty or by his Authorised Users as established herein.

Counterparty undertakes to use the information disclosed to it through the Platform exclusively for its own purposes on the terms indicated herein.

4.3 - IDS reserves the right to keep and use any information relating to Transactions requested or instructions and messages given by the Counterparty and any other information concerned with or obtained through the Platform. Such information may be processed in a database controlled by IDS or by any one of its affiliates, and may be used to develop, improve or modify the Platform.

5. REPRESENTATIONS OF THE COUNTERPARTY

Counterparty makes the following representations and warranties, which shall be understood to be reiterated each time the Counterparty uses the Platform.

5.1.- Counterparty is a company duly incorporated and validly existing under the laws of its jurisdiction of organization or incorporation and has the legal capacity to enter into this Contract to exercise its rights and perform its obligations hereunder, to use and to deal through the Platform. Alternatively, the Counterparty is an individual that has legal capacity to enter into this contract to exercise its rights and perform its obligations hereunder, to use and to deal through the Platform.

5.2.- Counterparty has validly adopted all decisions and maintains in full force and effect all authorisations, licences and permissions as may be required for the execution and fulfilment of this Contract, for the use of the Platform and the execution of Transactions, if any, made thereof through the Platform, so the obligations expressed to be assumed by the Counterparty are legal and valid obligations binding on it and enforceable against it in accordance with the terms thereof.

5.3.- The execution and fulfilment of this Contract and of the Transactions through the Platform are not in breach of any regulation at any level or of any authority, including recommendations or suggestions, nor of the articles of association or internal policies of the Counterparty, and do not and may not contravene any contract or agreement of any kind to which the Counterparty is a party or is otherwise bound, so the obligations expressed to be assumed by the Counterparty are legal, valid and binding obligations enforceable in accordance with their terms.

5.4.- Counterparty has made its own independent decisions in regard to the suitability and appropriateness of using the Platform and execution of Transactions through the Platform, in accordance with its own assessment and the advice of such experts as it has deemed it necessary to consult.

5.5.- Counterparty shall at all time use industry-standard anti-virus software and security measures on the hardware and software used to access the Platform to protect against viruses and un-authorised access to it.

5.6.- Counterparty has received all information and documentation to understand the risks pertaining to this Contract or Transactions and it is capable of assuming and willing to assume (financially and otherwise) these risks.

6. LIABILITIES

6.1.- Neither IDS nor its parent, affiliates or any company of its group, nor the directors, employees or agents thereof shall be liable to the Counterparty for any loss, cost or damage which might arise in connection with the use of the Platform. In particular as a result of:

(i) operational failures, errors of faults in the access, installation, maintenance, modification or deactivation of the Platform, or in the computer hardware or software associated therewith;

(ii) inability to access the Platform, the services or the information included or related to the Platform;

(iii) the security of the Platform and the possibility that third parties might access or deal through the Platform with the codes of the Counterparty;

(iv) use of the Platform or dealing through the Platform (including, but not limited to, the non operation of the Platform, delays in transmission or receipt of notifications, rejection or non execution of messages and instructions in relation to Transactions, errors or omissions in the information provided or in the prices made by the Counterparty arising from or related to information, limitations in capacity, errors in equipment or programs, faulty operation or operational errors in the Platform) except in cases in which the loss or cost results directly from wilful misconduct of IDS.

6.2.- IDS MAKES NO REPRESENTATION WHATSOEVER IN REGARD TO THE PLATFORM, AND DOES NOT ASSURE, GUARANTEE OR ASSUME EXPLICIT OR IMPLICIT LIABILITY FOR THE CAPACITY, OPERATION, SECURITY OR RESULTS WHICH THE COUNTERPARTY MAY OBTAIN FROM THE USE OF THE PLATFORM OR UNDER THE TRANSACTIONS. IDS MAKES NO REPRESENTATION WHATSOEVER IN REGARD TO THE RESULT OF THE TRANSACTIONS, WHICH CAN CAUSE LOSSES AND COSTS TO THE COUNTERPARTY

6.3.- Counterparty undertakes to indemnify and hold harmless IDS, its affiliates, parent, directors, employees and agents in case of any loss, lawsuit, damage, claim, expense (including legal costs) or liability arising from or relating to (i) Counterparty 's breach of this Contract or the Storage Agreement, (ii) Counterparty 's use of the Platform in breach of this Contract, (iii) Counterparty 's violation of IDS's rights, (iv) Counterparty 's violation of any applicable law, rule or regulation and/or (v) the total or partial inaccuracy of Counterparty’s representations.

6.4.- IDS shall not be liable for any breach, modification or suspension of this Contract which may result from causes beyond its reasonable control, being technical, security-related, control-related or concerned with any other grounds such as (but not limited to) the inability to obtain communication, processing or power services, acts of public enemies, acts of civil or military authorities, government priorities, fire, strike, delays in transport, war, riot, etc.

6.5.- The Counterparty expressly waives bringing any action against the suppliers, parent, affiliates, employees, directors or managers of IDS.

6.6.- THE PLATFORM IS PROVIDED ON AN "AS IS" BASIS. IDS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER REGARDING (1) THE CORRECTNESS, ACCURACY OR COMPLETENESS OF ANY INFORMATION AVAILABLE BY MEANS OF THE PLATFORM, INCLUDING VALUES; AND (2) THE RESULTS TO BE OBTAINED BY THE COUNTERPARTY FROM THE USE OF THE PLATFORM.

6.7.- COUNTERPARTY ASSUMES FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM ITS USE OF THE PLATFORM AND EFFECTUATING ANY TRANSACTIONS THROUGH IT.

EXCEPT TO THE EXTENT THAT LIABILITY UNDER ANY APPLICABLE LAW OR REGULATION CANNOT BE EXCLUDED AND TO THE EXTENT OF ITS OWN WILFUL MISCONDUCT: (i) IDS IS NOT LIABLE FOR LOSS OR DAMAGE OF ANY KIND WHATSOEVER ARISING AS A RESULT OF (1) INFORMATION OR VALUES PUBLISHED ON OR FURNISHED THROUGH THE PLATFORM, OR (2) ANY ERRORS IN OR OMISSIONS FROM THE PLATFORM; (ii) IDS SHALL HAVE NO LIABILITY ARISING FROM MESSAGES, INVESTMENT DECISIONS OR PURCHASES OF THIRD PARTY GOODS OR SERVICES (INCLUDING FINANCIAL INSTRUMENTS AND CURRENCY) BASED ON THE INFORMATION PROVIDED ON THE PLATFORM; AND (iii) UNDER NO CIRCUMSTANCES SHALL IDS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL, THAT ARE DIRECTLY OR INDIRECTLY ATTRIBUTABLE TO THE USE OF, OR THE INABILITY TO USE, THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE FORESEEABLE.

7. TERM OF THE CONTRACT

7.1.- IDS may, at any time and for no specific reason, terminate, restrict the scope or suspend the application of this Contract or the access of the Counterparty to the Platform. IDS shall inform the Counterparty of termination, restriction or suspension, as the case may be, as soon as reasonably possible.

7.2.- In particular, IDS may (but is not forced to) terminate this Contract, immediately in the event of any of the following:

• the determination by IDS that the performance by it or the Counterparty under this Contract or by the Counterparty under the Platform or pursuant to the Storage Agreement may violate or contravene any applicable law or regulation, or

• if at any time the representations, warranties, or covenants made by the Counterparty under this Contract or the Storage Agreement are breached or become incorrect, untrue or incomplete.

7.3. Certain aspects of the Platform may be provided by third parties and Counterparty will comply with additional restrictions on usage notified to Counterparty that they may impose.

7.4. IDS may, without prior notice, modify, adapt, eliminate or otherwise alter the terms of the Contract.

The use of the Platform at a later date will be considered, for legal purposes, as an acceptance of such modifications.

7.5. The Counterparty may terminate this Contract by sending prior written notice to IDS, without prejudice to the obligation of the Counterparty to complete any Transactions.

On termination any relevant security procedures or devices will no longer provide access to the Platform and the Counterparty shall not be authorized to use it for such purposes. Following such termination, the Counterparty shall on request promptly procure the return to IDS or destruction by the Counterparty of any Content or other materials provided to the Counterparty by IDS. All Parties shall continue to be obligated to complete transactions already executed through the Platform.

8. GOVERNING LAW & JURISDICTION

This Contract shall be governed by, and construed in accordance with Delaware law.

The Contract shall deem to be executed in the State of Delaware.

The parties hereto expressly agree to be bound by Delaware law and submit any disputes, claims or controversies to the courts of the State of Delaware, and expressly waive any other jurisdictional rights to which they may be entitled, for any actions or claims arising herefrom.

BY CHECKING THE “I ACCEPT THE TERMS AND CONDITIONS” BOX AND CLICKING THE "CONTINUE" BUTTON ON THIS PAGE, YOU ACKNOWLEDGE YOU HAVE READ AND AGREE TO THE ABOVE.