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Terms of Engagement

These Terms of Engagement are agreed between you Ugo Rossi (the “Specialist”) and Dialectica Ltd., its subsidiaries or affiliates,
(“Dialectica”, “we”,”our”,”us”) and govern your participation in interactions through Dialectica. Prior to participating in a scheduled
interaction with Dialectica’s Client(s), please review and accept the following Terms.

1. Definitions

“Specialist” means a professional in a certain industry or of certain specialization whom Dialectica has agreed to introduce to the
Client or with whom Dialectica has agreed to engage on behalf of the Client, in accordance with these Terms of Engagement.

“Consultation” means a scheduled interaction related to a project, involving the Client and a Specialist, which may be short-term
or long-term and can take the form of (inter alia): (i) a remote consultation by telephone, email or other form of electronic
messaging, (ii) a face-to-face consultation, (iii) information presented in the form of reports and surveys or written deliverables or
(iv) advisory or employment relationships with the Client or the Client's affiliate(s).

“Client” means any company or organization, and their employees, designated contacts and representatives, you may interact with
in the context of a Consultation and in accordance with these terms.

“Scope” means a description of the subject matter that the Client wishes to discuss with the Specialist(s) in the context of any
scheduled Consultation.

“Proprietary Information” includes, but is not limited to, our Clients' intellectual property, the existence and/or Scope of a project,
the identity and/or details of our Client, any Confidential Information of Dialectica and our Client, as well as any other information
relating to actual and/or potential investment, trading and/or business decisions of our Client.

2. General Rules Prior to Participation in a Consultation

2.1. Dialectica might contact you to discuss your potential participation in a Consultation or to make you part of Dialectica’s expert
network. Discussing a particular Scope with you constitutes a process of determining your potential suitability for a Consultation.
Such communication does not constitute a formal proposal to take part in a Consultation or a binding agreement with Dialectica.

2.2. You understand that the decision, whether or not, to initiate any Consultation with you is at the Client’s discretion. A proposal
to participate in a Consultation does not bind the Client or Dialectica to schedule an interaction with you.

2.3. You have the right to decline participation for whatever reason and at any stage prior to the Consultation, even after agreeing
with these Terms of Engagement.

2.4. You should always share with Dialectica and the Client accurate information about your career history.

2.5. Nothing in these Terms of Engagement creates an employer-employee relationship, or an expectation of employment. For the
avoidance of doubt, the Specialist acts in his/her independent capacity and he/she is not Dialectica’s employee.

3. Responsibilities of the Specialist Prior to a Consultation

3.1. Eligibility to Consult Through Dialectica

Upon being contacted by Dialectica for a project, it is your responsibility to evaluate the Scope and determine, exercising due
diligence, whether or not you are able to participate in a prospective Consultation.

3.2. Non-Eligibility to Consult Through Dialectica

You should decline participation, especially in the cases indicated below. You remain fully responsible in case you proceed with
participating in a Consultation despite the below limitations:

i. If you know or reasonably suspect that by participating, you are violating any law or regulation;
ii. If you know or reasonably suspect that your participation would result in a breach of any agreement with, or obligation
towards, a third party;
iii. If your participation would likely result in infringing any current and/or former employer obligations;
iv. If you have not obtained appropriate consent or waiver from your employer prior to consulting through Dialectica, provided
that such procedure exists or is applicable;
v. If your participation would likely result in the breach of a duty of confidentiality you are subject to;
vi. If you know or suspect that the Client is, or may be acting on behalf of, a competitor of your employer or the entity whose

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board you serve on, or that there is or may give rise to any professional, regulatory or other conflict;

3.3. If you work at a company or an organization that has made or is under a tender (takeover) process that is currently taking
place, or has acted on behalf of a company that is connected with said tender, you must decline participation if the project Scope is
relevant to the market in which the above company is active.

4. Responsibilities of the Specialist During a Consultation

4.1. You agree that:

i. While participating in a Consultation you will not discuss, or disclose, any confidential or proprietary information
about a company that you are an officer, director or employee of, or have any association with;
ii. Your participation in the Consultation will not result in the disclosure of confidential or proprietary information about your
employer, or a company for which you serve as an officer or director or you are associated with, or other information you have
a duty to keep confidential or you have obtained from any person who expects you to keep such information confidential or
you could reasonably expect to be considered confidential;
iii. Your participation will not result in the disclosure of any inside information or material non-public information concerning a
company whose shares are traded on a recognized exchange or a quoted instrument; or trade secret;
iv. While participating in a Consultation you will not give investment, accounting, legal and/or medical advice in the context of the
Consultation;
v. If you are a medical doctor (MD), or healthcare professional, participating in a clinical trial, you will not discuss about clinical
trial results, or disclose information concerning patient experience, or any other material, before such results or data have
been made public;
vi. If you have worked in an accounting and finance department, of any company, within the last six (6) months, you will not
discuss about any accounting or financial matters relating to that company, or that company's affiliates;
vii. If you are an auditor, or former auditor, you must not comment on companies you have audited, as part of your employment,
the last three (3) years; and
viii. If you are a government official, or employee, you must not discuss about any government legislation, regulation, policy,
contracts, or other affairs that you are have the power to decide upon or are subject to your vote.

4.2. If, during a Consultation, you identify any reason(s) for which you may not, or should not, continue the Consultation, you have
the obligation to discontinue your participation. If, during a Consultation, you identify a specific question(s) which you cannot
respond to, you have the obligation to decline to do so. In any such event, you need to inform the Client immediately.

5. Confidentiality

5.1. Confidentiality and Proprietary Information

5.1.1. By participating in a Consultation, certain Proprietary and/or Confidential Information might be disclosed or become known to
you. You hereby pledge not to disclose any such Information to third parties, in compliance with all the relevant laws and
regulations.

5.1.2. By accepting these terms, you grant Dialectica and Dialectica’s client(s) an unrestricted, perpetual, irrevocable, non-
exclusive, fully-paid, royalty-free right to use the written material and other work produced by you in the context of the Consultation
(collectively “Deliverables”). The Deliverables will become property of Dialectica, and Dialectica’s Client(s) and you agree to
confirm in writing such ownership, upon request.

5.2. Specialist’s Communication with Third Parties

5.2.1 You confirm that you comply with your obligations of confidentiality and the relevant anti-bribery legislation, and that you will
not compensate any third party for any information received.

5.2.2. You should never prior to, or following, a Consultation interact with any of your contacts and ask information about the
company they are employed by with the intention to use this information to participate in a Consultation.

5.2.3. In the event that you need to acquire permission for any prospective Consultation, do not reveal any information and/or
details about our Client or the Scope.

6. Terms of Payment

6.1. These Terms of Payment govern the payment of agreed fees for a Consultation you have participated in. In case you are an
employee or consultant at a consultancy firm, you may opt whether the payment fee notice will be sent to you or the firm.

6.2. Payment Conditions

6.2.1. Depending on the type of Consultation, and the hourly rate agreed for a given project, you may be entitled to payment of a
fee, provided that the Consultation is completed. You will only be eligible for compensation if you were actually contacted about,

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and contributed to, the Consultation. You will not be compensated for time waiting, or time set aside, if no Consultation is
completed. Prior to your Consultation, you will be contacted by Dialectica to confirm your hourly rate. Written confirmation will be
given at any occasion.

6.2.2. You will be compensated at the hourly rate agreed for a specific Consultation, on a pro rata basis, solely for your time spent
interacting with our Client(s). Our Client(s) have no obligation to contact you for a specific amount of time, or at all.

6.2.3. With respect to Consultations that involve surveys or reports, you will be compensated at a fixed fee determined on a per
Consultation basis, which Dialectica will communicate to you in advance.

6.2.4. Payment for preparatory and follow-up work, in connection with any Consultation, requires the prior written approval of
Dialectica. Any interaction with a Client outside of Consultations arranged through Dialectica, even if such interaction is a follow-up
to a recent Consultation arranged through Dialectica, does not qualify for payment.

6.3. Payment Process

6.3.1. Dialectica will send you a payment fee notice within three (3) working days, following confirmation from our Client that you
have completed the relevant Consultation.

6.3.2. Upon receipt of the payment fee notice, you must confirm your participation and send to Dialectica your banking/payment
details.

6.3.3. Failure to confirm your participation and send to Dialectica your banking/payment details within fifteen (15) working days
shall result in you forfeiting any fee for which you may have been eligible.

6.3.4. Payment of any invoice submitted by you, will be made by Dialectica within thirty (30) days from the receipt of your
confirmation.

7. Miscellaneous

7.1 These Terms of Engagement shall come into force on the date of your acceptance. They will continue to be in force until they
are terminated either yourself, or Dialectica, at any time upon giving written notice to the other party.

7.2. Dialectica shall, under no circumstances, be liable to you for any direct or indirect or consequential loss or damage of any kind
arising under or in connection with these terms. Nothing in this Agreement shall limit or exclude (or purport to limit or exclude)
liability for the negligence of employees, agents or subcontractors, fraud or fraudulent misrepresentation.

7.3. You remain fully liable for complying with these Terms of Engagement and you understand that Dialectica, or Dialectica’s
Client(s), may enforce these Terms of Engagement to protect their interests.

7.4 In case any provision in these Terms of Engagement shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be
ineffective only to the extent of such invalidity, illegality or unenforceability.

7.5 These Terms and any dispute or claim arising out of, or in connection with, them or their subject matter or formation (including
non-contractual disputes or claims) shall be governed by the Laws of England and Wales. Notwithstanding the above, Dialectica
maintains the right to take proceedings before any other court of competent jurisdiction.

Data Protection

By accepting these Terms of Engagement, you provide your consent that Dialectica may use the information you have provided
relating to your career history, skills, perspectives and fields of expertise and may share your information with Clients. Dialectica
may revise the wording or format of this information, when necessary, for the purpose of facilitating possible Consultations.

1. Personal Data Collected

Personal data may include your full name, address, email, phone number, payment details, as well as information about your
academic and professional background and employment history, including the company name of your current or past employer(s).
The data subject (the Specialist) is not obliged to provide Dialectica with his/her personal data, however in this case Dialectica will
not be able to execute these Terms of Engagement.

2. Purpose for Collecting Personal Data

i. Determine your potential suitability for a Consultation and facilitate your participation in projects.
ii. Identify projects which may be within your field of expertise and of interest to you.
iii. Schedule an interaction between you and one of our Clients.

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iv. Provide prospective Clients with a summary of your career history in order to select the most relevant Specialists for a
possible Consultation.
v. Ensure your payment for the services which you will provide or have provided.
vi. Manage our relationship with you, which includes: (a) interacting with you proactively and in response to requests from you,
and (b) notifying you about changes to our Terms or privacy policies.

3. Basis for the Collection of Personal Data

Processing of your personal data is based on your consent, our legitimate interest to offer our services to our Client(s), and our
obligation to comply with applicable law.

4. Sharing of Personal Data with Third Parties

Your personal data might be disclosed to our Client(s); the Dialectica entities; legal and regulatory authorities; our external
advisors; our Processors; any party necessary in connection with legal proceedings or for investigating, detecting or preventing
criminal offences; or any purchaser/Client of our business.

5. Cross-Border Transfers

Your personal data will be processed by us inside the European Economic Area or in countries that have been considered
adequate by the European Commission and will be accessed by our staff and third parties working for us. Your personal data may
be also held, processed and accessed outside the European Economic Area to countries that have not been determined by the
European Commission to provide an adequate level of data protection. In any such transfer, we will ensure that appropriate data
protection safeguards (e.g. Privacy Shield Certification) are in place. To obtain a copy of the relevant transfer mechanism or
additional information on the transfers, please contact us using the contact information below.

6. Storage of Personal Data

We will only retain your personal data for the time period necessary for relevant Consultations and to satisfy any legal, accounting,
reporting or audit requirements. To determine the appropriate retention period for your personal data, we take into consideration
the amount, nature, and sensitivity of such data, the potential risk of harm from unauthorized use or disclosure of your personal
data, the purposes for which we process your personal data and whether we can achieve those purposes through other means,
and for applicable legal requirements.

7. Rights Over Your Personal Data (GDPR 2016/679)

At all times, you have the following rights:

i. Right to be informed how data is collected, processed and stored, and for what purposes.
ii. Right to access your personal data.
iii. Right to have incorrect or incomplete data corrected.
iv. Right to have your personal data permanently deleted from all our databases.
v. Right to block or suppress personal data from being processed or used.
vi. Right to move, copy, or transfer your personal data from one data controller to another, in a safe and secure way, in a
commonly used and machine-readable format.
vii. Right to object to the processing of your personal data without your explicit consent.
viii. Right to demand human intervention, rather than having important decisions made solely by algorithm.
ix. Right to lodge a complaint with a Supervisory Authority.

Before processing your requests, we may ask for your identification to ensure you are the requestor. In certain situations, and
subject to applicable law, we may not be able or obliged to grant part or all of your individual requests. We also have the right to
refuse and/or charge a monetary fee for requests which are manifestly unfounded or excessive, for example because of their
repetitive character.

For more information on this topic, please read our privacy policy here:

https://www.dialecticanet.com/index.php/privacy-policy (https://www.dialecticanet.com/index.php/privacy-policy).

If you would like to stop receiving email communications from Dialectica, please email us to:

unsubscribe@dialecticanet.com (mailto:unsubscribe@dialecticanet.com)

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If you have any questions or concerns regarding this section or you wish to report a complaint regarding an incident prior, during or
after a consultation, you may contact us at:

compliance@dialecticanet.com (mailto:compliance@dialecticanet.com)

Identity and Contact details of the Data Controller:

The company Dialectica Ltd., registered in the UK, under the number 09605745 and located at 40 Mortimer Street, London,
W1W 7RQ.

Please confirm, prior to the Consultation, that your career history is accurate. For any required amendments, please provide your
phone number below and Dialectica will contact you. You may, also, email your Dialectica project contact.

Experience history
Please confirm, prior to the consultation, that your career history is accurate.

From To Role Company

1999-11 Present Owner IFEM

1996-01 Present Lead Auditor 9k-18k TUV Italia Srl Gruppo TUV SUD

2012-01 Present LEAD AUDITOR RINA SERVICES

1996-01 2021-07 Management Systems Lead Auditor Quality - Safety - Energy - Military TÜV ITALIA
Aircraft Maintenance

2013-01 2014-01 Safety & Security Project Manager DEKRA Testing and Certification

1990-01 1995-01 Engineer Aermacchi

For any required amendments, regarding your experience history, please use the form
below. Dialectica will, then, contact you as soon as possible.

Send us an e-mail

I provided to

ugo.rossi@ifem.it

Send

I consent to Dialectica processing my personal data in accordance with these Terms of Engagement No Yes

I have carefully read and agree to the Terms of Engagement No Yes

Accept

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