NCBMB GoIPO Portal Agreement

This GoIPO Portal Agreement is between NCB MERCHANT BANK (TRINIDAD AND TOBAGO) LIMITED a company incorporated under the Companies Act Ch. 81:01 of the laws of Trinidad and Tobago with its registered office at 6 ^th Floor, Newtown Centre, 30-36 Maraval Road, Newtown, in the City of Port-of-Spain, in the Republic of Trinidad and Tobago (“NCBMB) AND the client wishing to use the GoIPO Portal (“you”).

1 Definitions

When used herein, the following terms shall, unless the context requires otherwise, have the following meanings and include the plural as well as the singular:

“Account” means any account held by you, whether individually or jointly with any other person, with NCB.

“APO ” means an Additional Public Offering that has been approved by the Regulator.

“Broker” means a company registered with the TTSEC to buy or sell securities on behalf of their clients.

“Business Customer ” means any company, partnership or sole proprietorship, government or sub-department agency or corporation of government, institution, or any other entity or person conducting business operations which has been accepted by NCBMB as a Business Customer.

“Business Day” means a day other than a Saturday, Sunday, or a day on which financial institutions are authorized by law to be closed in Trinidad and Tobago.

“GoIPO Portal” means the online web portal that facilitates the electronic submission of applications for the purchase and/or sale securities to TTCD. The web address of the GoIPO Portal is https://goipo.jncb.com.

“GoIPO Portal Agreement” or “ the Agreement” means this GoIPO Portal Agreement made between you and NCBMB in relation to the use of the GoIPO Portal as same may be amended, varied or modified and in effect from time to time, a current version of which shall at all times be posted in full at Https://goipo.jncb.com .

“GoIPO Portal Services” or “the Services” means the services offered by NCBMB pursuant to this GoIPO Portal Agreement.

“IPO ” means an Initial Public Offering that has been approved by the Regulator.

“NCB” means NCBMB and all its affiliates from time to time or any of them as the context admits.

“Non-NCB Online Credentials user” means a person using the GoIPO Portal without using NCB Online Credentials.

“Portal Administrators” means administrators of the GoIPO Portal.

“Prospectus” means a formal document that provides details about an investment offering for sale to the public.

“Regulator” means the TTSE and/or the TTSEC and/or such other regulator(s) whose consent, approval or non-objection is required in order for the performance of the relevant activity.

“Securities Account” means an electronic account for holding securities on behalf of an investor at the TTCD.

“Transaction” means the purchase and/or sale of securities over the GoIPO Portal

“TTCD” means Trinidad and Tobago Central Depository Limited.

“TTSE” means the Trinidad & Tobago Stock Exchange.

“TTSEC” means the Trinidad and Tobago Securities and Exchange Commission.

2 Nature and Scope of the GoIPO Portal Agreement

2.1 Acceptance of the Terms and Conditions

This GoIPO Agreement may be amended by NCBMB unilaterally and will change from time to time. We will notify you of such changes by posting them on the websites at Https://goipo.jncb.com . The changes shall take effect 14 days after the date of posting on the websites or on such other date as may be specified in the notice posted on the websites.

If, after the effective date of any change to the Agreement, you give any instruction by way of the GoIPO Portal, benefit from any GoIPO Portal Services performed on your instruction, or authorize others to give instructions on your behalf through the GoIPO Portal such action shall be deemed to be an indication of your agreement to the relevant change(s).

2.2 Relation to Other Agreements

This GoIPO Portal Agreement governs the use of the GoIPO Portal. This Agreement is in addition to and not in substitution for the terms of any other agreement between NCB and you. When you transact business on any Account through the GoIPO Portal, you do not change the agreements you already have with us for that Account. In the event of any inconsistency between the GoIPO Portal Agreement and any other agreement between you and NCB, the terms of the latter agreement will prevail.

3 Applying to participate in a Transaction

3.1 User Identification

To access the GoIPO Portal, you will need visit the website at Https://goipo.jncb.com to submit an application or submit an application.

(Note however that Business Customers can only submit IPO applications as Non-NCB Online credentials users.)

Submitting an application will require the upload of a valid government issued photo ID issued by the government of Trinidad and Tobago and a fully executed GoIPO Signature Authorization Form.

3.2 General

a. By submitting an application for a Transaction via the GoIPO Portal, you confirm that you have read and understood and hereby agree to be bound by the terms and conditions contained in this Agreement and the relevant terms relevant to the Transaction including as set out in the Prospectus.

b. Where relevant, the Prospectus will be published on the GoIPO Portal subsequent to it being published on the TTSE’s website.

c. You will require a valid Securities Account prior to submitting your application via the GoIPO Portal. It is your responsibility to ensure that your Securities Account is ‘Active’ at TTCD. The TTCD and/or the Portal Administrators may not accept applications if the relevant Securities Account is not in an ‘Active’ state.

d. You will be able to complete and submit an electronic application to participate in an IPO or APO published on the GoIPO Portal pursuant to the terms of the Prospectus. In respect of joint accounts, any account holder can initiate an application, however, all account holders will be required to confirm or accept the application for it to be accepted by Portal Administrators and TTCD.

e. In respect of IPOs and APOs, you will be able to complete and submit early applications following the publication of the Prospectus on the GoIPO Portal. Any such applications will be considered received but will not be processed until the official opening date of the offer pursuant to the Prospectus for the offering.

f. You will be required to provide all information or documents requested on the GoIPO Portal to avoid cancellation of applications.

g. All IPO and APO applications submitted via the GoIPO Portal are final and will not be edited by the Portal Administrators.

h. The GoIPO Portal does not allow for cancellation of applications.

i. Acceptance of applications submitted for processing on the portal does not signify their acceptance by NCB and/or the Regulator and/or TTCD.

3.3 Funding Your IPO and APO Applications

a. All applications must be funded upon submission of your application or prior to the submission of your application.

b. Prior to submitting an application, you agree to ensure that cleared funds are transferred or deposited cleared funds to the relevant bank account noted in the Prospectus or otherwise advised. Verification of payment to the relevant bank account will be confirmed by the Portal Administrator prior to forwarding the application to TTCD for completion of processing.

c. Only applications for which cleared funds have been identified will be considered for acceptance. It is your responsibility to ensure that your application has been funded using cleared funds in advance of the closure date.

d. The Portal Administrators and/or TTCD will reject all applications where cleared funds have not been identified by the closure date of the offering,

3.4 Joint Account Holder Confirmation

a. Once you are submitting an application on a Securities Account that has more than one account holder, each joint account holder is required to confirm participation.

b. Upon opening a joint account, the primary account holder must upload a Signature Confirmation Form signed by each joint account holder.

c. The Portal Administrators and the Regulator will reject all applications where the signed Signature Confirmation Firm is not uploaded by the closure date of the offering.

3.5 Securities Account

It is your responsibility to ensure that you carefully select the intended Securities Account for you Transactions.

4 Accuracy of Information Supplied by Client

You warrant that the information provided by you through the GoIPO Portal will be accurate and complete. NCBMB shall have no liability for consequences arising from you supplying erroneous or incomplete information.

If you believe there is an error with any information submitted in your application, in the Transaction or in the processing of the Transaction, you must provide notification of this error by email to ncbcapinfo@jncb.com within two (2) Business Days of completing the Transaction on the GoIPO Portal or your being made aware of the error, whichever is later. In the notification, please provide the following information:

• Your name and Account number

• GoIPO application reference number

• The date and dollar amount of the transaction in question

• The transaction number assigned by GoIPO Portal, if available

• A description of the transaction you are querying

• A clear explanation as to why you believe there is an error or why you need more information.

Investigations of any complaint or query regarding an error made by NCB in the processing of the Transaction will take place upon receipt and you will be advised of the preliminary results of the investigation within five (5) Business Days. If, however, more time is needed, it may take up to a further thirty (30) Business Days to investigate your complaint or question. You will be advised of the outcome and a written explanation will be provided to you within three (3) Business Days after completion of the investigation.

5 Service Hours

GoIPO Portal Services are usually available 24 hours a day, 7 days a week, every day of the year, except during system maintenance and upgrades.

6 Fees & Charges

All applicable fees and charges are your responsibility and will be payable upon submission of the application.

7 Security Provisions

No employee of NCB, participating third party payee, or any company affiliated with NCB should contact you via e-mail or telephone requesting your personal customer information. If you are contacted by anyone requesting this information, do not give this information and please contact us immediately by email to ncbcapinfo@jncb.com.

7.1 Log Off after You Conduct Your Business

For your protection, it is recommended that you log off after every GoIPO Portal internet session and close your browser to ensure confidentiality.

8 Disclosure of Account Information; Subcontracting

You agree that NCBMB may disclose information to third parties about your Account or your GoIPO Portal transactions in the following cases:

• When it is necessary for processing completing your transaction(s) or to investigate or resolve a problem related to funding your application

• To comply with any law, regulation or rules, a government agency or court orders or with the request of a federal regulator

• To TTCD and the Regulator

• To affiliates of NCBMB, which information may be used for marketing products and services of such affiliates.

This agreement as to disclosure does not limit any other authority you may give or may have given to NCBMB (including under law) to disclose information about you or your Accounts.

9 Electronic Disclosure and Consent

You agree that NCB may provide you with all disclosures, advisories and other communications about the GoIPO Portal Services in electronic form by way of posting same on the website at https://goipo.jncb.com

10 Limitation of NCB’s Liability

10.1 Performance Limitation

NCB will use reasonable efforts to provide reliable service in accordance with the terms and conditions of this Agreement. However, NCB does not warrant that the operation of the GoIPO Portal will be error free, secure, timely or uninterrupted, or that it will meet all of your needs.

Except as specifically provided in this Agreement, NCB disclaims all warranties as to the GoIPO Portal and/or the Services including without limitation all implied warranties of merchantability and of fitness for a particular purpose, data accuracy and completeness, or warranties implied from a course of dealing or usage of trade.

NCB shall not be liable for the operational failure of the GoIPO Portal, or for any injury, loss or damage howsoever arising (whether from criminal activity or otherwise) that may be suffered by you except where such loss is solely due to NCB’s gross negligence or willful misconduct. NCB shall not be liable for any loss resulting from circumstances over which NCB has no direct control including but not limited to your failure to input complete and accurate information, failure of electronic or mechanical equipment or communication lines, telephone or other interconnection problem, operator error or log in sequences. In no event will NCB be liable for damages in excess of your actual loss due to your failure to complete a transaction and in no circumstance will NCB be liable for any indirect, incidental or consequential damages.

NCB shall not be liable for the unavailability at any time of the GoIPO Portal, whatever shall be the cause of such unavailability.

10.2 Force Majeure

NCB shall not be liable to you for any delay or failure to perform its obligations under this Agreement if such delay or failure arises from any cause or causes beyond its reasonable control including but not limited to industrial disturbances such as labour disputes or strikes, acts of God such as floods, lightning, hurricane or earthquake; utility, communication or transportation delays or failures; casualty, war, acts of the public enemy, riots, insurrections; embargoes or blockages; actions, restrictions, regulations, or orders of any governmental agency or subdivision thereof, or delays caused by such agencies.

10.3 System Security

NCB will make reasonable efforts to ensure that the GoIPO Portal does not contain programming code or instructions or viruses intentionally constructed with the ability to damage, interfere with or otherwise adversely affect computer programmes, data files or hardware. Such efforts constitute NCB’s sole responsibility with regard to possible contamination, and all warranties, express or implied, in that regard are hereby disclaimed.

10.4 Acknowledgement of Commercially Reasonable Security Procedures

By using the GoIPO Portal, you acknowledge and agree that you are satisfied that NCB has put in place commercially reasonable system security procedures protecting against unauthorized access by third parties, and protection against undisclosed programs or extraneous code or data that may be reasonably expected to damage data, software, systems or operations. You agree to be bound by instructions, whether authorized or unauthorized, which we implement in furtherance of these procedures.

10.5 Verification Procedures and Disputed Transactions

All transfers, payments and other transactions made by you using GoIPO Portal if disputed are subject to verification by two officers of NCB, whose verification you agree shall be binding and conclusive evidence of the fact of, and actual amount involved in, any such transaction.

10.6 Limitation of NCB's Liability

NCB’s entire liability and your exclusive remedy shall be as follows:

a. For any claim concerning performance or non-performance by NCB pursuant to or in any way related to the subject matter of this Agreement, in no event will NCB be liable for damages in excess of the actual damages or losses incurred by you.

b. FOR THE AVOIDANCE OF DOUBT, IT IS UNDERSTOOD THAT UNLESS OTHERWISE REQUIRED BY LAW, IN NO EVENT WILL NCB BE LIABLE TO YOU FOR SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR ATTORNEYS' FEES, EVEN IF WE ARE ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

11 Client’s Indemnity, Liability and Warranty

You agree that you will indemnify, defend and hold harmless NCB, its directors, employees, representatives and agents against any claim, suit, action or other proceeding brought against any of them by a third party, to the extent that such claim, suit, action or other proceeding brought against any of them is based on or arises in connection with the use of the GoIPO Portal with reference to: (i) a breach of the Services Agreement by you; (ii) any deletions, additions, insertion or alterations to, or any unauthorized use of, the GoIPO Portal by you; (iii) any misrepresentation or breach of representation or warranty made by you in the Services Agreement; or (iv) any breach of any covenant or obligation to be performed by you under the Services Agreement. You agree to pay to NCB any and all costs, damages and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against you or otherwise incurred by or in connection with or arising from, any such claim, suit, action or any proceeding attributable to any such claim.

In cases of joint accounts where any one of the account holders is empowered to deal with the Accounts, all the account holders will be bound by this Agreement and will be jointly and severally liable for any GoIPO Portal transactions effected by one account holder.

12. Notices and Communications

12.1 Notices

Any payment, statement, notice, request or other communication shall be deemed to be sufficiently given if sent as follows and delivery shall deem to have been effected 48 hours after such payment, notice, request or other communication is sent:

a. From NCB to you: by mail, email, telephone, text message or voice mail at your respective address, telephone number or email address, provided by you to NCB or changed by you in accordance with this Agreement;

b. From you to NCB: by email to ncbcapinfo@jncb.com.

12.2 Changing your Address, E-mail Address and Telephone Number

You must notify us immediately of any change in your address, email address or telephone number by sending an e-mail to ncbcapinfo@jncb.com.

12.3 NCB’s communication to you

You agree that NCB may send notices and other communications by mail to the current address shown in our records, whether or not that address includes a designation for delivery to the attention of any particular individual. You further agree that NCB will not be responsible or liable to you in any way if information is intercepted by an unauthorized person, either in transit or at your place of business.

NCB may also communicate with you by through the GoIPO Portal, by email or by mobile telephone messaging. You acknowledge that email and cellular telephones are not usually secure means of communication and that NCB does not use encryption or digital signatures for out-going email or telephone messages.

12.4 Communications from you

All instructions from you that NCB accepts and acts upon will be considered to be valid and authentic. This will be the case even if, among other things, they did not come from you, were not properly understood by NCB (except in the event of gross negligence or willful misconduct on the part of NCB) or were different from any of your previous or later instructions.

NCB does not have to act upon any instructions purportedly sent by you if NCB is unsure whether they are accurate or doubts the authenticity of the message or the sender or is of the opinion that the instructions are unclear. You acknowledge that entering an instruction or direction through GoIPO Portal does not guarantee execution of such instruction or direction.

13 Law and Jurisdiction; Evidence

This GoIPO Portal Agreement shall be governed by and enforced in accordance with the laws of Trinidad and Tobago. The exclusive jurisdiction for any legal proceeding regarding or arising out of this Agreement shall be in the courts of Trinidad and Tobago.

You agree that NCB shall be entitled to enter any photocopy, computer-generated copy, digital copy, reproduction, tape recording or transcript of tape recording that NCB has of your communications with NCB into evidence in any legal proceeding as if it were an original document, and that such copy will be sufficient and valid proof of the information contained in it. For the protection of the parties and in order to avoid or correct misunderstandings, you understand, agree and authorize NCB, at its discretion and without further prior notice to you, to monitor and record any or all telephone conversations or electronic communications between you and NCB and any of NCB’s employees or agents.

NCB’s records shall be binding as the conclusive and best evidence of the transactions carried out through the GoIPO Portal in the absence of clear proof that such records are erroneous or incomplete.

14 Severability and Headings

If any provision of this Agreement should be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Captions and headings contained in this Agreement are for reference purposes only and do not form part of this Agreement.