Business Ethics

1. Sustainable Maritime Solutions Ltd (SMS) will not offer, solicit, accept or pay a bribe, kickback, facilitation payment or other improper payment directly or indirectly (such as by using an agent or third party) in any form for any reason in connection with providing SMS services and products (including the performance of SMS services and products) or any dealings with or on behalf of the SMS client (the Client) or its Affiliates. For clarity, a facilitation payment is considered to be a payment to a public official, which is not officially required, to enable or speed up a routine function which the official is otherwise obligated to perform, and a kickback is considered to be the giving or accepting of money, gifts or anything of value that is provided in return for favourable treatment. Charitable donations will not be used as a cover or substitute for a bribe, kickback, facilitation payment or other improper payment. This clause applies equally to transactions involving foreign or domestic government officials or employees (including officials or employees of state – owned enterprises) and to transactions involving persons representing public or private companies, whether in the conduct of domestic or international business. Further, SMS will establish precautions to prevent its employees, agents, representatives and sub- contractors from offering, soliciting, accepting or paying any bribe, kickback, facilitation payment or other improper payment in connection with providing SMS services and products (including the performance of SMS services and products) or any dealings with or on behalf of the Client or its Affiliates.

2. SMS will not offer, solicit, accept, or make any substantial gifts, extravagant entertainment or any payment or benefits to or from the Client’s or its Affiliates’ employees, their families or third parties concerned with the provision of SMS services and products. Further, SMS will establish precautions to prevent its employees, agents, representatives and sub-contractors from making or offering gifts, and/or providing entertainment, payments, loans, or other consideration, for the purpose of influencing any act or decision.

3. At the Client’s request, SMS will cooperate fully with any due diligence actions or documentation required by the Client to ensure compliance with anti-bribery and corruption (“ABC”) laws, Anti-Slavery Rules (as defined below), Relevant Terms (as defined below), regulations, practices and the requirements set out in these terms of Business Ethics. This includes, without limitation, any request by the Client for SMS to complete and sign periodic ABC compliance certification documentation.

4. SMS will:

4.1. comply with all applicable anti-slavery and human trafficking laws, statutes, regulations and codes (“Anti-Slavery Rules”) from time to time in force including but not limited to the Modern Slavery Act 2015;

4.2. not engage in any activity, practice or conduct which would constitute:

4.2.1. a UK tax evasion facilitation offence under section 45(5) of the Criminal Finances Act 2017;

4.2.2. a foreign tax evasion facilitation offence under section 46(6) of the Criminal Finances Act 2017; or

4.2.3. an offence under sections 1, 2 or 4 of the Modern Slavery Act 2015 if such activity, practice or conduct were carried out in the UK;

4.3. SMS has and will maintain its own policies and procedures to:

4.3.1. ensure compliance with the Anti-Slavery Rules; and

4.3.2. prevent the facilitation of tax evasion by another person (including without limitation employees of SMS) and to ensure compliance with this clause 4 and will enforce such policies and procedures where appropriate.

5. SMS will ensure that its agents, and sub-contractors who perform services or provide goods on behalf of SMS do so only on the basis of a written contract which imposes on and secures from such persons, terms of Business Ethics equivalent to those imposed on SMS (Relevant Terms). SMS will be responsible for the observance and performance by such persons of the Relevant Terms.

6. SMS will notify the Client promptly upon discovery of any instance where SMS fails to comply with this clause. If SMS becomes aware or has reason to believe that a Client’s employee or contractor has violated ABC laws, regulations, practices, or the requirements set out in this clause, this will be reported to the Client.

7.1. SMS warrants and represents that it is not a Restricted Party.

7.2. SMS procures that relevant third parties it engages to provide services on its behalf (including sub-contractors) will comply with all applicable Sanctions Laws.

7.3. For the purposes of this clause 7:

7.3.1. “Restricted Party” means a person or entity that is listed on, or owned or controlled by a person or entity listed on, any Sanctions List, or that is otherwise a target or subject of Sanctions Laws;

7.3.2. “Sanctions Authorities” means the Office of Foreign Assets Control of the US Department of Treasury, the United States Department of State, Her Majesty’s Treasury, the UN Security Council, the Department of International Trade any other body or authority that administers Sanctions Laws;

7.3.3. “Sanctions Laws” means all laws, embargoes, regulations, codes, rules, decisions, directives or orders relating to and/or governing the imposition of economic or financial sanctions and;

7.3.4. “Sanctions List” means the Specially Designated Nationals and Blocked Persons List and the Sectoral Sanctions Identification List maintained by the Office of Foreign Assets Control, the consolidated list of persons, groups and entities subject to EU financial sanctions, the Consolidated List of Financial Sanctions Targets maintained by Her Majesty’s Treasury or any similar list maintained, or public announcement of sanctions made, by any other Sanctions Authorities