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ADDENDUM TO SERVICES AGREEMENT

This Addendum to Services Agreement (“Deed”) is entered into at Madrid, Spain on this
12th day of February 2020<insert city in which executed> on this [●] day of [●] 20__
BY AND BETWEEN

Morningstar SpainMorningstar India Private Limited, a company incorporated under

the _____________________Companies Act 1956, having its registered office at
________________________________________________________11th Floor, Platinum
Technopark, Sector 30A, Vashi, Navi Mumbai – 400 7055 (hereinafter referred to as
“Client”, which expression shall unless repugnant to the context or subject or meaning
thereof deem to include their successors-in-interest and permitted assigns) and
represented by its authorized representative Juan Perez-Wheeler.<Insert Client authorized
representative>.

AND

Gleeds Ibérica SAU<insert vendor full legal name>, <Insert type of organization, e.g.,
corporation, limited liability partnership, etc>, having its registered office at Cardinal
Marcelo Spínola, 2 28016 Madrid <Insert registered address of vendor> (hereinafter
referred to as (“Service Provider”) which includes its successors and permitted
assigns) and represented by its authorized representative Ernesto Fernández Ambit..

Client and Service Provider are hereinafter collectively referred to as the “Parties” and
individually as a “Party”.

WHEREAS:

A. By a Services Agreement dated [] executed between the Parties (“Services

Agreement”), the Client engaged the Service Provider to provide the Services
on terms and conditions as more particularly described in the Services
Agreement.

B. Pursuant to the execution of the Services Agreement, the Parties are desirous of
executing this Deed with a view to amend, supplement and modify the
aforementioned Services Agreement in the manner appearing hereinafter.

NOW THIS DEED WITNESSETH THAT AND IT IS HEREBY AGREED BY

AND BETWEEN THE PARTIES HERETO:

1. The Parties hereby agree, declare and confirm that the recitals hereinabove shall
form an integral and operative part of these presents, as if the same were
reproduced herein in verbatim.

2. Unless the context otherwise requires or unless otherwise defined or provided

for herein, capitalized words and expressions shall have the same meaning as
attributed to them in the Services Agreement.

3. The Parties hereto agree, declare and confirm that for the purposes of express
clarification of the understanding of the parties, the clauses provided herein
shall substitute/ replace/ modify/ supersede the existing clauses in the Services
Agreement and the references thereto in the Services Agreement.

4. The Parties hereto agree and confirm that the following definition shall be
interested after Clause 1.1.3 of the Services Agreement as the new Clause 1.1.4

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and 1.1.5 respectively and the subsequent clause i.e. current Clause 1.1.4 shall
stand renumbered as Clause 1.1.6:

““1.1.4. “Facilitation or Gratuitous Payment” means and includes any

nominal or substantial, unofficial payment to a Government Official for
the purpose of securing or expediting the performance of any
governmental action or which is not towards consideration for
performance of any obligation or rendering any service or delivery of
any goods / property. Examples of Facilitation or Gratuitous Payment
include payments to expedite the processing of licenses, permits, visas,
etc or payments made with the mere intent to establish a connect with the
Government Official;

1.1.5. “Government Official” is broadly interpreted and includes: (i) any

elected or appointed government official (e.g., a member of a ministry of
the Government of India Spain or of any State or Union Territory in
IndiaSpain); (ii) any employee or person acting for or on behalf of a
government official, agency, or enterprise performing a governmental
function; (iii) any political party, candidate for public office, officer,
employee, or person acting for or on behalf of a political party or
candidate for public office; or (iv) an employee or person acting for or
on behalf of a public international organization (e.g., the United
Nations) and is also meant to include all levels and subdivisions of
governments (i.e., local, regional, or national and administrative,
legislative, executive); or (v) any member or official of any arm of
judicial or quasi-judicial authority, including but not limited to judge,
presiding officer, registrar, prothonotary, etc.”

5. The Parties hereto agree and confirm to replace Clause 13.2 and 13.3 of the
Services Agreement with the following clauses:

“13.1. The Parties shall fully comply with any and all Applicable Laws and
shall obtain all permits, licenses and consent of governmental authorities
necessary to comply with or perform this Agreement.

13.2. The Service Provider acknowledges that the Company is committed to

render its services envisaged in this Agreement with integrity and acting
ethically and legally in accordance with all Applicable Laws including,
but not limited to, anti-bribery and anti-corruption laws and that the
Servicer Provider along with it’s consultants, agents, sub-contractors,
representatives or other companies and individuals acting on behalf of
or under the engagement of the Service Provider shall also be obliged to
abide by Applicable Laws related to anti-bribery and anti-corruption.

13.3. Service Provider represents and warrants that: (i) it fully complies with
the provisions of the U.S. Foreign Corrupt Practices Act of 1977, as
amended (“FCPA”), and any other applicable anti-corruption and/or
anti-bribery laws or regulations; and (ii) it will take no action or make
no payment in violation of, or which might cause Client to be in violation
of any of the foregoing.

13.4. Service Provider, and those acting on its behalf in connection with work
for or related to the Company, shall not directly or indirectly make,
promise, or authorize the making of any payment or provide anything of
value to any Government Official to induce that Government Official to
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undertake any governmental act or decision to help the Company obtain

or retain business. Service Provider, and those acting on its behalf in
connection with rendering of Services as envisaged in this Agreement,
shall never make a payment to or offer a Government Official any item
or benefit, regardless of value, as an improper inducement for such
Government Official to: approve, reimburse, prescribe, or purchase a
Company product; to grant any permission, license, approval or
concession to the Company or for the benefit of the Company or in
connection with the Services envisaged in this Agreement; or which
results or is likely to result in any benefit to the Company’s business
activities; or to take any action or refrain from taking any action which
influences or is likely to influence the outcome of any proceedings
adverse to the Company.

13.5. Service Provider, and those acting for or on its behalf in connection with
any work for or for the benefit of the Company, need to understand local
laws, regulations, or operating procedures which impose limits,
restrictions, or disclosure requirements on compensation, financial
support, donations, or gifts that may be provided to Government
Officials and shall abstain from indulging in making such compensation,
financial support, donations, or gifts to any Government Official.

13.6. Service Provider, and those acting for or on its behalf in connection with
any work for or for the benefit of the Company, must take into account
and comply with any applicable restrictions in conducting its activities
which relate to the Services to be rendered to the Company.

13.7. Service Provider, and those acting for or on its behalf in connection with
any work for the Company, are not permitted to offer any Facilitation or
Gratuitous Payment. The Service Provider or any person acting for or on
its behalf in connection with any work for or for the benefit of the
Company, shall not receive or accept any request or demand for any
Facilitation or Gratuitous Payment or bribe or any gratification other
than legal remuneration.

13.8. Service Provider, and those acting for or on its behalf in connection with
any work for the Company, are not permitted to offer, promise, give,
request, receive, accept, or agree to accept gifts, services, perks,
entertainment benefits, money or anything of value in exchange for an
improper business advantage for or for the benefit of the Company or in
connection with its business activities performed for or for the benefit of
the Company.

.13.9. Notwithstanding anything to the contrary set forth herein, if the Service
Provider is requested or under pressure to take any action that could
constitute a violation of the FCPA or other Applicable Laws or the
provisions of the aforementioned clauses with respect to its operations or
its performance of the Services, Service Provider shall immediately
notify Client and provide a reasonably detailed explanation of the
situation. Upon such notice, Client may, at its sole option, immediately
terminate this Agreement and be entitled to collect full compensation for
the costs incurred during the term of this Agreement.”

6. The Parties hereto agree and confirm that the following clause shall be
interested after Clause 13 of the Services Agreement as the new Clause 14 and
the subsequent clauses shall accordingly stand renumbered:

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“14 RIGHT TO AUDIT:

14.1. Service Provider shall establish and maintain a reasonable accounting

system that enables Client to readily identify Service Provider’s assets,
expenses, costs of goods, and use of funds. Client and its authorized
representatives shall have the right to audit, to examine, and to make
copies of or extracts from all financial and related records (in whatever
form they may be kept, whether written, electronic, or other) relating to
or pertaining to this Agreement kept by or under the control of the
Service Provider, including, but not limited to those kept by the Service
Provider, its employees, agents, assigns, successors, and subcontractors.
Such records shall include, but not be limited to, accounting records,
written policies and procedures, subcontract files (including proposals of
successful and unsuccessful bidders, bid recaps, etc.), all paid vouchers
including those for out‐of‐pocket expenses, other reimbursement
supported by invoices, ledgers, cancelled cheques, deposit slips, bank
statements, journals, original estimates, estimating work sheets, contract
amendments and change order files, backcharge logs and supporting
documentation, insurance documents, payroll documents, timesheets,
memoranda, and correspondence.

14.2. Service Provider shall, at all times during the term of this Agreement and
for a period of ten years after the completion of this Agreement, maintain
such records, together with such supporting or underlying documents
and materials. The Service Provider shall at any time requested by
Client, whether during or after completion of this Agreement, and at
Service Provider’s own expense make such records available for
inspection and audit (including copies and extracts of records as
required) by Client. Such records shall be made available to Client
during normal business hours at the Service Provider’s office or place of
business and subject to a 3 (three) day written notice/without prior
notice. In the event that no such location is available, then the financial
records, together with the supporting or underlying documents and
records, shall be made available for audit at a time and location that is
convenient for Client. Service Provider shall ensure Client has these
rights with Service Provider’s employees, agents, assigns, successors,
and subcontractors, and the obligations of these rights shall be explicitly
included in any subcontracts or agreements formed between the Service
Provider and any subcontractors to the extent that those subcontracts or
agreements relate to fulfillment of the Service Provider’s obligations to
Client.

14.3. Costs of any audits conducted under the authority of this right to audit
and not addressed elsewhere will be borne by Client unless certain
exemption criteria are met. If the audit identifies overpricing or
overcharges (of any nature) by the Service Provider to Client in excess of
one‐half of one percent (0.5%) of the total contract billings, the Service
Provider shall reimburse Client for the total costs of the audit. If the
audit discovers substantive findings related to fraud, misrepresentation,
or non‐performance, Client may recoup the costs of the audit work from
the Service Provider. Any adjustments and/or payments that must be
made as a result of any such audit or inspection of the Service Provider’s
invoices and/or records shall be made within a reasonable amount of
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time (not to exceed 90 days) from presentation of Client’s findings to

Service Provider.”

7. The Parties hereto declare and confirm that save and except the amendments,
insertions and substitutions recorded herein all the other terms and conditions of
the Services Agreement shall remain the same, unchanged and unaltered.

8. It is agreed and recorded by and between the Parties hereto that the Services is
valid, binding and subsisting and the same is in force and is amended,
substituted, modified and varied only to the extent set out herein.

9. This Deed has been executed in pursuance to the Services Agreement and this
Deed along with the Services Agreement shall be construed as a single
document recording all the material terms of the transaction contemplated
between the Parties and the same shall be binding upon the Parties. This Deed
shall always be co-extensive and co-terminus to the Services Agreement and
the Services Agreement as amended, substituted, modified and varied by this
Deed and shall be read in conjunction with these presents not in isolation. In the
event of any contravening provisions in this Deed and the Services Agreement,
the understanding and agreement as recorded in this Deed will prevail over the
Services Agreement.

IN WITNESS WHEREOF the Parties hereto have put their respective hands the day
and year first hereinabove written

Signed and delivered by the within- Signed and delivered by the within-
named named
Morningstar SpainMorningstar Gleeds Ibérica, SAU<Insert Service
India Private Limited Provider full legal name>

by its Authorized Signatory by its Authorized Signatory

Juan Perez-Wheeler(<Insert Ernesto Fernández
Morningstar signatory>) Ambit(__________________)

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