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Appendix A (DLA Piper LLP (US) Terms of Service) 1. INTRODUCTION These Terms of Service set forth the terms and conditions under which DLA Piper LLP (US) ("the Firm") will act as your counsel for all existing and future matters (collectively, the "Engagement"). The Firm has issued or will issue an engagement letter, setting forth the scope of the representation, the fee agreement, and other matter -specific terms ("Engagement Letter"). These Terms of Service should be read and understood in conjunction with the Engagement Letter. The Terms of Service and Engagement Letter are collectively referred to as "the Engagement Terms." Where there is any inconsistency between these Terms of Service and the Engagement Letter, the latter will control. The Terms of Service supersede all prior agreements between you and the Firm with respect to the Engagement. The Engagement Terms can only be altered or amended by a writing signed by both you and the Firm. The words "you" and "your" refer to the client(s) specified in the relevant engagement letter. The words "we," "us" and "our" refer to the Firm. 2. CLIENT(S) REPRESENTED You agree and acknowledge that the Firm's representation of you does not create an attorney -client relationship with any other entity or person. We do not agree to represent, and we do not owe any duty to any other entity or person, including without limitation, your corporate parents, subsidiaries, affiliates, joint venturers, other entities owned, in whole or in part by you, entities that hold direct or indirect interests in you, or any of your directors, officers, investors, partners, employees, agents, indemnitors, insurers, third - party payors, or entities or persons to whom you owe any duty, unless such entities or persons are specifically named in the Engagement Letter. There are no third -party beneficiaries to the Engagement. You agree that your relationships with any of the other persons or entities listed above cannot create a conflict of interest for us. In representing corporations, we may provide information or advice to directors, officers, or employees in their corporate capacities. The provision of such information or advice does not create an attorney -client relationship between us and the individual(s) other than in their corporate capacities. In representing partnerships, we may provide information or advice to partners, officers or employees in their capacities as your representatives. The provision of such information or advice does not create an attorney -client relationship between us and the individual(s) other than in their representative capacities. In representing limited liability companies, we may provide information or advice to members, officers or employees in their capacities as your representatives. The provision of such information or advice does not create an attorney -client relationship between us and the individual(s) other than in their representative capacities. The Firm's representation of an association or trade group does not create an attorney -client relationship with any of the association or trade group's constituents, members, affiliates or participants individually. In the event that you are acquired or are otherwise subject to a change in control (including by a person or group becoming a controlling affiliate of yours) after the inception of the Engagement, it is understood that the Firm does not represent the acquiring entity or such controlling affiliate or establish an attorney - client relationship with such entities or affiliates.