ESCROW SERVICES AGREEMENT AND “KNOW YOUR CLIENT” POLICY FORM

You might authorise up to three ( 3 ) persons. Please, in this section, fill the blanks with the COMPLETE NAME of the persons you are going to authorise to dispose of the funds then, for each one of them, you must fill out the "Individuals Authorisation Form" you will find by clicking here.

I authorize the following attorneys of the GLA GROUP to withdraw funds from my account:

Global Escrow Services LTDA, is a legal entity registered before the General Superintendency of Financial Entities of the Republic of Costa Rica (SUGEF). G.E.S. will maintain the Client’s monetary holdings in bank accounts belonging to G.E.S., in first-rate Banks. In certain instances, these Banks will ask us to share Client information with them, in order to minimize duplication of efforts regarding the “Know Your Client” policies required from supervised entities by SUGEF, to which we are all obliged.

Indicate with YES or NO if you agree to allow GES to share your information.

If your response is YES, then GES will share your information ONLY with other entities supervised by the Financial Supervisory Authorities, which in identical manner to GEF, are required to maintain client information under strict confidentiality.

If your reply is NO, we respectfully wish to inform you that on certain occasions, you will be required to submit duplicate information to banks and/or Financial Supervisory Entities.

Please respond with a YES or a NO if during the past EIGHT YEARS you, or any of the PARTNERS or Legal Representatives of the entity you represent, or their SPOUSES, have held any of the following public posts (or their equivalents) in Costa Rica, or in their countries of origin:

Elected member of the Legislative Assembly; President or Vice President of the Republic; Cabinet Member (representing a legally established Ministry or not) or an equivalent position; Vice Minister; Magistrate or Surrogate of the Supreme Court or the Supreme Electoral Tribunal; Comptroller or Sub Comptroller of the Republic; Public Defendant of the Inhabitants or Surrogate; General Attorney or Assistant General Attorney of the Republic; Public Prosecutor; Provost or Assistant Provost; General Regulator of the Republic; Superintendent of a Public Institution or a Regulatory Agency, or a surrogate; National Accountant, National Treasurer, Chief Administrative Officer of a Government Ministry, Chief Executive Officer of a Public Institution, elected board member of a Municipality or surrogate member, City Mayor or Assistant Mayor, or Head of a Diplomatic Mission.

Upon signing the present form titled “Know Your Client” and the “Agreement for Temporary Administration of Funds”, or “Escrow Services Agreement”, you, are engaging the services of GLOBAL ESCROW SERVICES LTDA, (hereafter to be referred to as GES), which provides a service of temporary administration of funds (Escrow), which will be bound by the following accords:

1. GES will receive and deposit, in GES’s bank accounts, the client’s funds, which will be remitted to GES in accordance with specific transfer instructions that will correspond to the type of currency, bank and country previously agreed between GES and the client for the management of the client’s funds. The client will choose the base currency for the client’s escrow account and any exchange losses will be borne by the client when funds must be converted to another currency for payment of obligations that originate in a currency other than the one chosen as principal, or base currency

2. GES will not accept physical cash or monetary notes. Any and all amounts received for deposit in GES’s bank accounts must originate in a bank or equivalent financial institution and they must be transferred by means of an international, or local, electronic transaction, or a teller deposit, or otherwise through a check or alternate money transfer mechanism that excludes the handling of physical cash.

3. In a similar fashion, any and all payments and money transactions made by GES with the client’s funds will be carried out using regular transfer / payment mechanisms for financial transactions, excluding any use of physical cash.

4. Moneys received by GES will be administered solely in abidance with precise instructions received from the client. GES will make no decisions regarding the administration of the client’s funds and it is not be expected that GES will use its criteria to carry out any acts of disposition of funds on behalf of the client.

5. It is the client’s obligation to provide clear and sufficient information regarding the identity(ies) of final beneficiary(ies) of the funds held in escrow. It is also a responsibility of the client to inform GES of the origin of the funds transferred to GES’s bank accounts. The concepts “Identification of Client” and “Origin of funds” will be those defined as such in regular risk and compliance manuals and in GES’s policies, as well as in the related regulations issued by the Authorities charged with GES’ supervision, and also in the framework of the “Know Your Client” regulations issued by the General Superintendency of Financial Entities of the Republic of Costa Rica (SUGEF), or otherwise, by supervisory Authorities in other jurisdictions where GES may have bank accounts.

6. The client may begin actions to carry out a money transfer to GES’s accounts prior to having completed the “Know Your Client” and “Origin of Funds” procedures. However, the transferred funds may not be used until the client has fulfilled all the requirements specified in Section 5 above. If the client fails to fulfill all the specified requirements, the money will be returned to its point of origin, net of commissions due to GES and applicable bank charges.

7. Once the identity of the beneficiary(ies) and the origin of the funds have been verified, the money (understood to be the net amount of money received by GES in the corresponding bank account) will be credited to an account established internally by GES “in the client’s name”. GES will then utilize the funds in accordance with the instructions issued by the client and/or other persons authorized in the present contract, or by means of the form “Third Party Authorization”. The client may designate up to THREE (3) physical persons to authorize transactions with the client’s funds. The stated number of authorized persons does not include the lawyers of GLA GROUP that the client may have also authorized to handle the client’s funds.

8. The client hereby authorizes GES to respond to and comply with payment/disposal instructions sent from the e-mail address indicated by the client in the present contract, originating from authorized persons, as indicated above, or from persons included in the third-party authorization form. It is the client’s responsibility, as well as that of the persons authorized by the client for payment/disposal instructions in GES’ accounts, to obtain and maintain secure e-mail addresses. The client hereby releases GES from any responsibility for carrying out payment/disposal instructions received from an e-mail address that evidences to be the electronic address indicated by the client in the above-mentioned documents.

9. As a general rule, payment/disposal instructions received from clients will be executed by GES one working day after the receipt of instructions. Consequently, it is the client’s responsibility to program his transactions with sufficient time in advance.

10. In case of doubt regarding any payment/disposal instruction received by GES, but clearly without any formal obligation, GES may request a confirmation or clarification of the instructions, utilizing whatever means it may consider appropriate, including, but not limited to: written instructions sent by facsimile, electronic mail or delivery of an original hard copy that includes the autograph signature of the person(s) authorized to issue payment/disposal instructions.

11. GES will comply with payment/disposal instructions up “to the limit of available funds in the client’ account”.

12. GES will issue “Statements of Account” indicating the status of the client’s account, including dates, concepts and amounts of money transactions (cash receipts and disbursements). Even though there is no pre-established timetable for issuing and sending such statements of account to clients, GES hereby undertakes to issue and send them within 24 hours of the date and hour on which a request for a statement is received from the client or the persons previously authorized by the client.

13. The client hereby accepts to maintain the level of transactions with their funds within the limits foreseen in Section C1 of the “Know Your Client” form, “ESTIMATE OF MONTHLY ADDITIONS (DEPOSITS) TO THE ACCOUNT”, or otherwise, to explain the sources and amounts if they are different from the amounts previously estimated in the client’s statement. If the client fails to justify the variation from previously estimated amounts of fund transfers, the client’s account will be closed and the funds will be placed at the client’s disposal.

14. GES will not assume responsibility for (a) delays in crediting funds to a client’s account if such delay is due to incomplete information required by banks for final acceptance of the funds; (b) delays on the part of the banks in crediting the funds to GES’s accounts; (c) inability on the part of GES to accept a payment instruction which does not comply with the security protocols of GES for money transfers; (d) for inability to execute, or fully execute a client’s payment instruction if there are insufficient funds in the account; (e) for delays in carrying out a payment instruction if the corresponding request was not submitted to GES one working day before the desired date of execution.

15. The present contract is a “Manifestation of Trust”, wherein GES acts “in the name and on behalf of the client” and it is not a Trust instrument or a mandate or any other form of legal representation. If the client’s wish is to establish a formal Trust instrument or legal representation, he should enter into such a relationship with the fiduciary entities of our Group (GLA GROUP TRUST DIVISION LTDA) or our legal entities (GLOBAL LEGAL ADVISORS). Specific feesand tariffs have been established for such services.

16. Regardless of the length of time during which a client’s account may remain open, or the amount of money being administered by GES, the latter will not be obliged to provide for / pay / or credit any interest or any other financial benefit to the client, for the funds held in escrow.

17. FEES: The following fees or tariffs will apply for the administration of the Escrow account. Such fees or tariffs may be changed without advance notice and will be effective as of the date of notification to the client. If the client should be in disagreement with the new fees or tariffs, he may request the devolution of the balance of funds in his favor, at any time, free of any charges. Under normal, ongoing conditions, GES will deduct the costs of its services from the funds received in escrow or at the time payments are made (at either moment). Such costs will be clearly identified in the “Statements of Account” that will be sent to the clients.

      a) For each incoming money transfer credited to a client’s account: 0.35%, with a minimum charge of US$ 500.00.

      b) For payments/money disposals: For up to 3 (three) payments/historical transactions: Such transactions will be free of charge.

      c) For 4 (four) or more payments/historical transactions (including the fourth payment), each payment/historical transaction will have a cost of US$ 20.00.

      d) Every physical deposit in any bank will have a cost of US$ 20.00.

      e) For devolution to the client of funds held in escrow: No cost, except if the refund is due to faulty or incomplete information from the client, required by the receiving bank prior to crediting the funds to a GES account. In such case, the tariff will follow the amount specified in section 17 subsection (a) above.

The aforementioned fees or tariffs represent the cost of GES’s services and do not include charges levied by banks for local and international money transfers, which are normally deducted by banks from the clients’ available funds.