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Asset Trust & Management

Terms and Conditions

This Custodian Agreement (this “Agreement”) is made today between BLACKMONT CAPITAL KB, a Swedish Trust company having its registered office at Postfack 2557, 116 74 Stockholm, Sweden (hereinafter “BLACKMONT CAPITAL”) and the client whose information is set forth on the signature page hereto (hereinafter the “CLIENT”).

WHEREAS the Client wishes to appoint BLACKMONT CAPITAL to provide custodial services, and BLACKMONT CAPITAL is willing to perform such services on the terms and conditions contained in this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 In this Agreement, including the above recitals:

• “Authorized Person” has the meaning ascribed thereto in Section 3.1;
• “Cash Account” has the meaning ascribed thereto in Section 2.1;
• “Custody Account” has the meaning ascribed thereto in Section 2.1;
• “Custody Assets” has the meaning ascribed thereto in Section 2.2;
• “Instructions” has the meaning ascribed thereto in Section 3.2;
• “Securities” means any stock, shares, bonds, securities, or other similar property (including evidence of securities or title thereto and all rights in respect thereof).

1.2 Words importing one gender shall include the other, and unless the context otherwise requires, words importing the singular shall include the plural and vice versa.

1.3 Words importing persons include companies and associations or bodies of persons, whether corporate or unincorporated.

1.4 References to Sections are references to the numbered sections of this Agreement.

1.5 References to statutes are unless otherwise specified references to statutes of Sweden and include any statutory modifications or re-enactments thereof or rules promulgated thereunder for the time being in force.

1.6 Section headings are for convenience only and shall not affect the construction hereof.

1.7 References to this “Agreement” are references to this Agreement as from time to time amended, supplemented, or restated.

2. APPOINTMENT OF CUSTODIAN

2.1 The Client authorizes BLACKMONT CAPITAL (and BLACKMONT CAPITAL so agrees) to establish and maintain on the terms of this Agreement: (i) a custody account or accounts for the deposit of Securities and any other items of property or assets (the "Custody Account"); and
(ii) a cash account or accounts for the deposit or receipt of cash in any currency (the “Cash Account”) in each case currently held or from time to time received by, transferred to, or held to the order or under the direction or control of BLACKMONT CAPITAL for the account of the Client.

2.2 The Securities, cash, other monies, and any other items of property or assets referred to above (the "Custody Assets”) shall be held by BLACKMONT CAPITAL, which shall be responsible for their safekeeping as custodian for the account of the Client on and subject to the terms of this Agreement.

2.3 The Client agrees and understands that the Securities may be pooled with property of other clients of BLACKMONT CAPITAL like with like, and the Client's beneficial entitlement therein shall be proportionate to the property deposited with BLACKMONT CAPITAL by the Client (as increased or diminished by subsequent sales or purchases from time to time). All such accounts shall be marked to indicate their trustee or nominee nature.

2.4 BLACKMONT CAPITAL is authorized to appoint any nominees, agents, or sub-custodians, whether in its own name or that of the Client, to perform any of the duties of BLACKMONT CAPITAL under this Agreement and is entitled to deposit the Custody Assets in or with any depository or clearance system. Any reference in this Agreement to BLACKMONT CAPITAL shall, where the context so requires, include its nominees, agents, or sub-custodians (which term shall also extend to any depository or clearance system) appointed by BLACKMONT CAPITAL on its behalf. BLACKMONT CAPITAL shall not be responsible for any act or omission or for the solvency of any nominee, agent, or sub-custodian appointed pursuant to this Section 2.4, provided that any such person so appointed will be an internationally reputable and creditworthy financial institution.

2.5 Where BLACKMONT CAPITAL agrees to act as custodian for the Client under the terms of any power of attorney from the Client, each of the provisions of this Agreement, including (without limitation) any indemnity in favor of BLACKMONT CAPITAL, shall also apply to BLACKMONT CAPITAL's actions as attorney for the Client. The Client agrees to ratify and confirm such actions of BLACKMONT CAPITAL and to execute such documents and/or do all such other acts and things as BLACKMONT CAPITAL may require for the purposes of the foregoing.

3. AUTHORIZED PERSONS AND INSTRUCTIONS

3.1 The Client shall provide BLACKMONT CAPITAL with a list of such officers, employees, agents, or other persons (each an "Authorized Person") of or for the Client as have been authorized to act on its behalf in the giving of instructions and/or performance of any acts, discretions, or duties under this Agreement, together with specimens of their signatures if written instructions are to be given. BLACKMONT CAPITAL shall be entitled to rely upon the continued authority of an Authorized Person to give instructions and act on behalf of the Client as aforesaid until BLACKMONT CAPITAL receives written notice from the Client to the contrary.

3.2 BLACKMONT CAPITAL may act upon instructions ("Instructions”) from an Authorized Person (or otherwise given on behalf of the Client) in such manner as may be agreed by BLACKMONT CAPITAL, including via telephone, facsimile, or other electronic instruction system acceptable to BLACKMONT CAPITAL, transmitted with agreed security features and subject to terms and conditions as BLACKMONT CAPITAL may specify.

3.3 Except as otherwise provided in this Agreement, all transactions involving the Custody Assets shall be executed, settled, or otherwise carried out solely in accordance with Instructions.

3.4 Except as otherwise agreed by BLACKMONT CAPITAL, BLACKMONT CAPITAL shall not be required to take any action to comply with any Instructions or to take any other action hereunder if: (i) in the event that payment is to be made on behalf of the Client, there are insufficient funds in the Cash Account to cover the costs at the time of such action; or (ii) in the event that Securities are to be delivered to a third party, such Securities are not standing to the credit of the Custody Account, freely available and in deliverable form. Notwithstanding the foregoing and in the absence of an agreed overdraft or other facility between the parties, if the costs of any action exceed such monies as aforesaid, BLACKMONT CAPITAL may, at its absolute discretion, advance for the account of the Client the amount of the difference to settle the cost of such action. The amount of such advance shall be repayable on demand and shall bear interest accruing from the date such advance is made to, but excluding, the date such advance is repaid at a per annum rate (after as well as before judgment) customarily charged by BLACKMONT CAPITAL on similar advances or as from time to time agreed between BLACKMONT CAPITAL and the Client.

The Client acknowledges and agrees that such an advance is at the absolute and sole discretion of BLACKMONT CAPITAL and that the occurrence of any such advance on any occasion shall not be construed as a course of business, and the Client shall not have any expectation of any future advance.

4. FEES AND EXPENSES; INTEREST

4.1 The Client agrees to pay fees to BLACKMONT CAPITAL for its services pursuant to this Agreement in the amounts and at the intervals set out in Schedule 1 attached hereto and incorporated herein, and to pay BLACKMONT CAPITAL's out-of-pocket or incidental expenses, including (without limitation) reasonable legal fees of BLACKMONT CAPITAL. BLACKMONT CAPITAL may, upon sixty (60) days' written notice, adjust and re-adjust the amounts and/or intervals at which such fees are payable, after which period such fees shall be paid in accordance with the relevant notice. Failing timely payment by the Client of the fees and expenses as aforesaid, BLACKMONT CAPITAL shall have, without prejudice to any other of its rights hereunder or otherwise, full and irrevocable authority firstly to debit the Cash Account and, to the extent of any deficiency in the Cash Account, the Custody Account in payment of the same.

4.2 BLACKMONT CAPITAL shall not pay interest to the Client on amounts standing to the credit of the Cash Account unless so agreed with the Client, and then only at the rates and intervals as agreed from time to time between the Client and BLACKMONT CAPITAL.

5. DUTIES OF BLACKMONT CAPITAL

The duties of BLACKMONT CAPITAL shall be as follows:

5.1 In the absence of contrary Instructions and without the need for Instructions from the Client: (i) To sign any certificates of ownership or other certificates relating to the Custody Assets;
(ii) To collect and receive all payments (whether income or capital) and distributions in respect of the Custody Assets and to take any action necessary and proper and/or otherwise reasonably incidental in connection with the same, including (without limitation) the presentation of coupons and other interest items;
(iii) To make cash disbursements and pay any expenses or other charges incurred in relation to the Custody Assets and the performance by BLACKMONT CAPITAL of its duties under this Agreement, and to debit the same to the Cash Account;
(iv) To the extent reasonably practicable and to the extent notified to BLACKMONT CAPITAL, to notify the Client of all notices, reports, and other financial information relating to the Custody Assets received by BLACKMONT CAPITAL, and to seek Instructions from the Client as to any action to be taken in connection therewith.

5.2 To follow Instructions as to the registration of Securities, and in the absence of such Instructions, to register all Securities (other than bearer Securities) in its name or in the names of its nominees and/or agents as it shall see fit.

5.3 To follow Instructions as to the application of and movements in the Custody Assets.

5.4 Upon receipt of Instructions, and as far as reasonably practicable, to exercise subscription, purchase, voting, or other similar rights attaching to the Custody Assets.

5.5 In the event of termination of this Agreement, to deliver or transfer the Custody Assets to the Client or to such other person(s) as the Client shall instruct, net only of any outstanding liabilities attaching to the Custody Assets of which BLACKMONT CAPITAL is or becomes aware, and of any fees and expenses owing to BLACKMONT CAPITAL.

5.6 To hold the Custody Assets in segregated accounts in its books, to arrange for the Securities to be deposited in its vault or otherwise held by or to its order as it may deem proper for the purposes of providing for their safekeeping, and to record the amounts and locations thereof.

6. DUTIES OF THE CLIENT

6.1 The Client will deliver or cause to be delivered to BLACKMONT CAPITAL from time to time, inter alia, the following: (i) The Securities which the Client now owns or may hereafter acquire; and
(ii) Evidence of ownership of the Securities.

6.2 The Client agrees to provide BLACKMONT CAPITAL with copies of all documents and other relevant material that BLACKMONT CAPITAL may require for the performance of its duties hereunder.

7. REPORTING AND INFORMATION

BLACKMONT CAPITAL shall provide the Client or its authorized agent with periodic reports, transaction advices, and/or statements of accounts relating to the Custody Assets. The dates and depth of reporting, and the level of detail, shall be as expressly agreed in writing between BLACKMONT CAPITAL and the Client from time to time. In the absence of the filing with BLACKMONT CAPITAL by the Client of exceptions or objections to any information, report, statement, confirmation note, or other document within thirty (30) days of the date of receipt thereof, BLACKMONT CAPITAL shall have no responsibility for any errors or omissions therein, and the Client shall be deemed to have approved the contents thereof and accepted responsibility for all of its obligations appearing therein.

8. NON-EXCLUSIVITY AND OWN ACCOUNT DEALING

The services provided to the Client by BLACKMONT CAPITAL under this Agreement shall be deemed non-exclusive, and nothing contained in or implied by this Agreement shall be construed so as to: (i) prevent BLACKMONT CAPITAL, its nominees or agents, or its or their associated companies, principals, affiliates, or employees from purchasing, selling, or otherwise dealing in any Securities or other assets (whether forming part of the Custody Assets or not) for its or their own account prior to, simultaneously with, or subsequent to any dealings on behalf of the Client; or
(ii) prevent BLACKMONT CAPITAL from providing similar services to, or entering into similar agreements with, any customers or other persons; or
(iii) impose any duty of disclosure or liability to account for any profit made by any of them in relation to any of the foregoing.

9. REPRESENTATIONS AND WARRANTIES

9.1 Each of BLACKMONT CAPITAL and the Client represents and warrants to the other that: (i) it is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant, under such laws, in good standing;
(ii) it has the power and authority to execute, deliver, and perform its obligations under this Agreement (and under any other documentation required in connection herewith); and
(iii) its obligations under this Agreement (and under any other documentation as aforesaid) constitute its legal, valid, and binding obligations.

9.2 The Client further represents and warrants to BLACKMONT CAPITAL that it is the beneficial owner of the Custody Assets (or otherwise has all necessary authorizations and consents to enable it to deal with the Custody Assets), and if it is acting as trustee, manager, or otherwise in a representative capacity in relation to the Custody Assets, that it is fully empowered to enter into and perform its obligations under this Agreement (and under any other documentation as aforesaid) and to grant the rights and remedies to BLACKMONT CAPITAL contained herein and therein.

10. SCOPE OF RESPONSIBILITY AND INDEMNITY

10.1 Subject to the terms hereof, BLACKMONT CAPITAL shall use all reasonable care in the performance of its duties under this Agreement, but shall not be responsible for any loss or damage suffered by the Client as a result of BLACKMONT CAPITAL performing such duties unless the same results from an act of fraud, willful default, or gross negligence on the part of BLACKMONT CAPITAL, and in such event, the liability of BLACKMONT CAPITAL in connection with the Custody Assets so affected shall not exceed the market value (as determined by BLACKMONT CAPITAL in any reasonable commercial manner) of such Custody Assets at the time when such fraud, willful default, or gross negligence is notified to the Client.

10.2 BLACKMONT CAPITAL shall not, other than as stated in Section 10.1 above, be responsible for the title, validity, or genuineness of any of the Custody Assets (or any evidence of title thereto) received or delivered by it pursuant to this Agreement or, unless otherwise expressly agreed in writing by BLACKMONT CAPITAL, for the maintenance of any insurances in respect of the Custody Assets.

10.3 Except as otherwise expressly agreed in writing by BLACKMONT CAPITAL, the Client shall be responsible for all filings, tax returns, and similar reports on any transactions undertaken pursuant to this Agreement or in connection with the Custody Assets, which must be made to any relevant authority, whether governmental or otherwise, and for the payment of all unpaid calls, taxes (including, without limitation, any value-added tax), imposts, levies, or duties or any other liability or payment arising out of or in connection with the Custody Assets. Insofar as BLACKMONT CAPITAL is under any obligation (whether of a governmental nature or otherwise) to pay the same on behalf of the Client, it may do so without Instructions from the Client by debiting the Cash Account and, to the extent of any deficiency in the Cash Account, out of the Custody Account.

10.4 BLACKMONT CAPITAL is not acting under this Agreement as a manager or investment adviser to the Client, and responsibility for the selection, acquisition, and disposal of the Custody Assets remains with the Client at all times. BLACKMONT CAPITAL shall have no obligation to explain or warn of any risks taken or to be taken by the Client.

10.5 BLACKMONT CAPITAL shall, except as stated in Section 10.1 above, have no responsibility for, and shall not be liable for, losses incurred by the Client caused by or resulting from any of the following: (i) delay in the actual receipt by BLACKMONT CAPITAL of Instructions from the Client relating to any payment, redemption, or other transaction or delay in the actual receipt of such payment, or in the actual occurrence of such redemption or transaction relating to cash and/or Securities forming or to form part of the Custody Assets;
(ii) loss or damage to, or theft of, any part of the Custody Assets held and/or administered by or under the direction or control of any nominee or agent of BLACKMONT CAPITAL;
(iii) the acts or omissions of such a nominee or agent, or any third party instructed by or through it or any such nominee or agent, or the bankruptcy, liquidation, winding up, or similar act of or by such a nominee or agent; provided that BLACKMONT CAPITAL has exercised all reasonable care in selecting the relevant nominee or agent;
(iv) any event of force majeure or other event beyond BLACKMONT CAPITAL's reasonable control, including but not limited to nationalization, expropriation, currency restrictions, acts of state or acts of God, labor disturbances among staff of BLACKMONT CAPITAL or its nominees or agents, power failures, or breakdowns in communication links or equipment.

10.6 BLACKMONT CAPITAL shall be indemnified by the Client against any liabilities, losses, damages, costs, and expenses (including but not limited to legal fees) incurred by BLACKMONT CAPITAL and arising out of any action taken or omitted to be taken by BLACKMONT CAPITAL hereunder or pursuant to any Instructions. This includes, but is not limited to: (i) any taxes or other governmental charges and any expenses related thereto which may be imposed or assessed with respect to the Custody Assets; and
(ii) BLACKMONT CAPITAL or any nominee or agent of BLACKMONT CAPITAL appearing as holder or holder of record of the Custody Assets or any part thereof.
However, this indemnity shall exclude liabilities, losses, damages, costs, and expenses which arise (whether through act or omission) as the result of fraud, willful default, or gross negligence on the part of BLACKMONT CAPITAL in the performance of its duties under this Agreement.

11. REGULATORY REQUIREMENTS

Notwithstanding any provision of this Agreement to the contrary, but subject to the provisions of Section 19 below, where BLACKMONT CAPITAL is, for the time being, subject to any regulatory requirements (whether made by the Government of Sweden or otherwise) in relation to its dealings with the Client under this Agreement, the rights and obligations of BLACKMONT CAPITAL under the provisions of this Agreement shall be read and construed to the greatest extent permitted by and in accordance with such applicable regulatory requirements.

12. TERM AND TERMINATION

12.1 This Agreement shall commence on the date first above written and shall continue until terminated in accordance with the provisions of Section 12.2.

12.2 Except as otherwise provided in this Agreement, either the Client or BLACKMONT CAPITAL may terminate the obligations of BLACKMONT CAPITAL under this Agreement upon ninety (90) days' prior written notice to the other.

12.3 If notice of termination is given by BLACKMONT CAPITAL, the Client shall, within thirty (30) days following the receipt of such notice, deliver a written notice to BLACKMONT CAPITAL specifying the names of the persons to whom BLACKMONT CAPITAL shall (at the cost and expense of the Client and by such method(s) and/or to such location(s) as the parties may agree) deliver or transfer the Custody Assets.

12.4 BLACKMONT CAPITAL shall not be under any obligation to deliver or transfer the Custody Assets to the persons specified as aforesaid until payment of all amounts which BLACKMONT CAPITAL determines to be owed to it hereunder has been made.

12.5 BLACKMONT CAPITAL shall be entitled to receive fees as provided for herein until the moment of actual delivery or transfer of the Custody Assets to the persons specified as aforesaid.

13. DISCLOSURE

The Client and BLACKMONT CAPITAL agree to use their reasonable efforts to keep confidential any information that either of them may receive in relation to this Agreement. However, each party agrees and understands that the other may disclose such information if required to do so by any applicable law, statute, or other regulation, by court order, or by similar process enforceable in any relevant jurisdiction. Disclosure may also be required by any regulatory body or self-regulatory organization (whether of a governmental nature or otherwise) in any relevant jurisdiction, to whose authority the relevant party is subject or otherwise accustomed to act.

14. SUCCESSORS AND ASSIGNMENT

This Agreement shall bind and inure for the benefit of the parties hereto and their respective successors. Neither party may assign, transfer, or charge any of its rights and benefits hereunder without the prior written consent of the other party.

15. NOTICES

15.1 Except as otherwise provided in this Agreement, all requests, demands, notices, or other communications between the parties (including but not limited to Instructions) shall be in writing and delivered by hand, sent via first-class (prepaid) post, registered post, airmail, email with confirmed receipt, facsimile, or through secure electronic communication systems agreed upon in writing between the Client and BLACKMONT CAPITAL, including platforms such as SWIFT or similar electronic services. Each party is responsible for providing and updating the relevant contact details (physical address, SWIFT address, email address, facsimile number, etc.) from time to time, and shall immediately notify the other party of any changes in those details. BLACKMONT CAPITAL reserves the right to specify secure communication channels or require encryption for any notices containing sensitive or confidential information.

15.2 All requests, demands, notices, or other communications shall be deemed effective:

• If hand-delivered, upon delivery to the recipient's designated address, with written acknowledgment of receipt.
• If sent by first-class (prepaid) post or airmail, ten (10) days after posting, unless proof of earlier delivery is provided.
• If sent by registered post, five (5) days after posting, provided that proof of delivery or attempted delivery is retained.
• If sent by email with confirmed receipt, upon receipt of an acknowledgment or read confirmation by the recipient, or, in the absence of such acknowledgment, one (1) business day after sending, provided no delivery failure notice has been received.
• If sent by SWIFT or similar electronic system, upon receipt of an acknowledgment by such system.
• If sent by facsimile, upon successful transmission, as confirmed by a transmission report.
  Notwithstanding the above, BLACKMONT CAPITAL shall not be liable for any delays or failures in delivery caused by factors beyond its control, including but not limited to postal or courier delays, technological failures, or system outages.

16. COUNTERPARTS

This Agreement may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original.

17. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior oral communications and other written agreements between them.

18. AMENDMENTS

No amendment, modification, or waiver in respect of this Agreement will be effective unless in writing and executed by each of the parties hereto.

19. GOVERNING LAW

This Agreement and any Instructions given hereunder shall be governed by and construed in accordance with the laws of Sweden.

20. JURISDICTION

20.1 Each party agrees, for the benefit of the other, but without prejudice to the right of any party to take any proceedings in relation hereto before any other court of competent jurisdiction, that the courts of Sweden shall have jurisdiction to hear and determine any suit, action, or proceeding, and to settle any disputes which may arise out of or in connection with this Agreement and any Instructions given hereunder. For such purposes, each party irrevocably submits to the jurisdiction of such courts.

20.2 Each party further irrevocably waives any objection that it may have or be entitled to claim at any time to the commencement of any such suit, action, or proceeding before such courts or that any such suit, action, or proceeding has been brought in an inconvenient forum or to the enforcement of any judgment in respect thereof over any of its assets or property (including, without limitation, the Custody Assets) in any jurisdiction.