ABS&P International Law Firm ("ABS&P", "Corporation")

1) General Professional Conduct & Ethics

a) These Rules, unless specifically excepted in writing by ABS&P, bind any entity or person that accepts and performs work for the Corporation (whether on a fee basis or not).

b) Where these Rules conflict with any Agreement between the Corporation and. any person or entity, these Rules shall have precedence unless it is specified in writing to be the contrary by the Managing Partner of the Corporation.

c) All Corporation Partners/ Officers/ Contractors (“Members”) must maintain the highest standard of professional conduct and courtesy in respect to their interactions with each other, members of the public and Corporation clients in the pursuance of their own disciplines and/ or in any field and/ or instance.

d) Any breach of Rule 1 is considered serious and will usually result in the suspension, or termination of the Member’s relationship with the Corporation and /or legal action for redress.

e) When engaged on any Corporation assignment, whether occasional or otherwise, Corporation Members must not do anything that is not permitted by law and/ or which any reasonable person considers would compromise, or circumvent the business of the Corporation or the client for which their service has been contracted in particular as this relates to matters concerning confidentiality.

2) Confidentiality Policy

a) "Confidential Information" means information of the Corporation that is disclosed to the Recipient being a Corporation Member (designated as any Corporation Officer, Shareholders and /or Affiliate and any Occasional Contractor (any person or entity engaged by the Corporation to perform a specific task, or tasks from time to time) of the Corporation) which relates to its business procedures, methods, Client relationships, technical practice and processes, information and data, which are disclosed as a result of discussions by and between the Corporation and the Recipient.

b) Under no circumstances is the Recipient or its Affiliate to reveal the Confidential Information to any anyone without the prior written consent of the Corporation.

c) The restrictions on use and disclosure of Confidential Information shall not apply to the following: (i) Information that is in the possession or control of the Recipient at the time of its disclosure hereunder; (ii) Information that is, or becomes, publicly known through no wrongful act of Recipient; (iii) Information that is received by Recipient from a third Party free to disclose it without obligation to Owner; or (iv) Information that is independently developed by Recipient.

d) All Confidential Information in tangible form shall be returned to the Corporation promptly upon written request and shall not thereafter be retained in any form by the Recipient, except that one (1) copy may be made and retained solely for monitoring continued compliance with this Confidentiality Policy.

e) No licenses or rights under any patent, copyright, trademark or business documents are granted or are to be implied in this Confidentiality Policy.

f) The Corporation shall have no liability or responsibility to the Recipient for errors or omissions committed by the Recipient, or any business decisions made by rthe Recipient, in reliance upon any Confidential Information disclosed under this Confidentiality Policy.

g) Confidential Information disclosed (including information in computer software or held in electronic storage media) shall be and remain the property of the Corporation.

h) Notwithstanding any provision or any agreements (whether oral or written) to the contrary, all obligations regarding the safeguarding and non-disclosure of the Confidential Information under this Confidentiality Policy shall survive for a period of three (6) years from the date of the event giving rise to the Recipient's obligations under this Confidentiality Policy.

i) For the purposes of this Confidentiality Policy, the term "Affiliate" shall mean any person or entity controlling, controlled by, or under common control of the Recipient and /or the Corporation and any Client of the Corporation or the Recipient.

j) The Recipient agrees not to use the Corporation's disclosed Confidential Information or disclosed proprietary information for the purpose of circumventing its relationships with its Clients or prospective Clients.

k) This obligation of the Recipient under this Confidentiality Policy shall survive the termination of the Confidentiality Policy and remain in full force and effect for a period of three (6) years from the event giving rise to the Corporation Member's subscription to the Confidentiality Policy.

3) Professional Conduct Obligations of Members

a) All Corporation Members undertake not to agree to undertake work for the Corporation , or members of the public which they are not allowed by law to undertake, or which they are not sure they would be able to deliver to the highest standard of expertise in particular where this relates to mediation, dispute resolution, litigation case management, arbitration, mediation counsel and complementary professional activities. When in doubt, they should take legal advice and/ or consult with the Corporation's Managing Partner.

b) When participating in assignments of the Corporation , the relevant Members are to fully co- operate with the relevant Corporation Director/ Partner and in particular, the Corporation's Managing Partner and save that this is allowed, or prescribed by law, must not act in any way that would cause any client to doubt the delivery power, or deliverables of the Corporation.

c) All Corporation Members are expected to generally support the work of the Corporation and give support freely when they can to the Corporation Members who may need advice and/or assistance and when doing so, to interact with them with the utmost courtesy and respect.

d) Non-compliance with Rule 2 (b) is a serious breach of these Rules and shall be deemed a resignation event in respect to the non- compliant member/ Members.

e) All Members of the Corporation at all times are to comply with all applicable laws and regulations in respect to the delivery of their professional services and general conduct. In that regard, the Corporation does not condone the activities of Members who achieve results through violation of the law or unethical professional, or business dealings. This includes any payments for illegal acts, indirect contributions, rebates, and bribery. As such, Members are not to engage in any activity that fails to stand the closest possible public scrutiny.

f) The professional and business conduct of all Corporation Members must be well above the minimum standards required by law and/ or their other professional bodies. In that respect, Members must ensure that their actions cannot be interpreted as being, in any way, in contravention of the laws and regulations governing the Corporation operations. Members uncertain about the application or interpretation of any legal requirements in that regard, should refer the matter to Corporation's Managing Partner for guidance and/ or seek appropriate legal advice.

g) Corporation Members are to conduct themselves specifically in a businesslike and highly professional manner in all their personal, business and professional activities. Excessive drinking, gambling, fighting, swearing, and similar unprofessional and unbecoming activities are strictly prohibited particularly whilst engaged on assignments whether they are Corporation assignments or not.

h) Corporation Members are to perform their professional duties conscientiously, honestly, and in accordance with the best interests of the Corporation and any other organisation to which they are engaged for services. In particular, they must not use the positions gained through their professional assignments, or the knowledge gained as a result of this for private or personal advantage.

i) Regardless of the circumstances, if a Corporation Member senses that a course of action they have pursued, or are presently pursuing, or are contemplating pursuing may involve them in a conflict of interest with their membership of the Corporation, they should immediately communicate all the facts to the Corporation's Managing Partner.

j) All Corporation Members share a serious responsibility for the Corporation's good public relations, especially at the public and community level. Their readiness to help on a Pro Bono basis for charitable, educational, and civic activities brings credit to the Corporation and is encouraged. Members must, however, avoid acquiring any business interest, or activity that would, or would appear to create a conflict of interest with their membership of the Corporation.

k) Corporation's Members must take care to separate their personal roles from their Corporation membership when communicating publicly on matters involving the Corporation . They must not use Corporation identification, stationery, supplies, and equipment for personal, personal business, and/ or political matters. When communicating publicly on matters that involve the Corporation in any way, Members must not presume to speak for it and/or any of its bodies on any topic, unless they are certain that the views they express are those Corporation Managing Partner has endorsed.

l) Upon the expiry or termination of their Membership, Corporation Members shall return to the Corporation any of its property, documentation or records they had access to during the term as a Corporation Member.

m) Corporation Members who are subject to criminal, bankruptcy and/ or civil proceedings, personal sanction, or compromise creditor arrangements, and/ or who are subject to court judgments upon them in respect to any matter should communicate the circumstances to the Corporation’s Managing Partner in confidence immediately.

5) Obligation of the Corporation to its Members

a) The Corporation is obliged:-

i) To treat all Members of the Corporation with the highest degree of professional courtesy and to assist them where it can Pro Bono in any civil and/ or criminal, or other proceedings against them;

ii) To provide an environment where all Corporation Members are encouraged and motivated to co- operate with each other in respect to their independent professional endeavours;

iii) to enable all Corporation Members to have the option to apply to participate in the Corporation as Partners/ Directors/ etc., and/ or in any of its commercial activities;

iv) To ensure that the quality of Corporation Membership remains at the highest possible level.

6) Communications Policy & Amendment to these Rules

6.1) The Corporation's Managing Partner shall be responsible for effecting any changes to these Rules as follows:-

a) Minor Changes - generally, all changes to the Rules, apart from those relevant to the financial management of the Corporation can be amended by the Managing Partner solely;

b) Major Changes – where changes to the Rules impact substantially on the operational management of the Corporation, the Managing Partner is to consult the Shareholders of the Corporation and its Partners (for the purposes of these Rules "Partners" include Consulting Partners who shall express their opinion by a vote. Where a timeline is given for a decision by a Shareholder, or Partner who fails to respond, the general rule is that the Partner's silence indicates consent to the amendment.

c) Where any matter concerning the corporation needs to be decided unanimously by the Member and/ or Shareholders and the relevant Members /Shareholders are unable to reach a unanimous decision, without prejudice to the other provisions of the Corporation's Shareholder's Agreement or the Articles of the Corporation and these Rules, the Corporation's Managing Partner shall refer the matter to the Shareholder/s owing the majority of shares in the Corporation for a decision whose decision shall be final.

May 14th 2021
For and on behalf of the Corporation
Dr Andre Alexander, Managing Partner

Schedule of Amendments:-

27.6.2023: (Part 3 (c) clarified in accordance with Part 3 (a). 1
14.7.2023 and 15.7.2023: (a) Full incorporation of the effect of ABS&P's general Confidentiality Policy; b) Clairification on the effect of the Rules in the event of conflicts with the Corporation other Policies and Agreements; c) General minor changes to the presentation of the Rules for ease of reading.

Shareholders' Agreement - effect of the Rules

These Rules are substantially represented as Schedule C in the Corporation's Shareholders’ Agreement.