POLICIES AND PROCEDURES

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1 Introduction This Policy is adopted by Paradigm to reinforce its commitment to full compliance with all laws of the United States pertaining to export controls and economic sanctions. This Policy revises and supersedes Policy No , Export Compliance and Prohibited Parties. The penalties for violations of U.S. export controls and economic sanctions can have serious consequences for Paradigm as well as individuals involved. For example, Paradigm could lose its authorization to export products and face severe monetary fines and other penalties (e.g., loss of export privileges). Individuals who violate U.S. export controls and economic sanctions (by act, conspiracy to act, or omission to act) risk personal fines from the government and, in the case of willful violations, imprisonment. Therefore, it is the responsibility of all Paradigm personnel including officers, directors, managers, and employees to read, understand, and adhere to this Policy, and to ensure that its procedures are followed. Adherence to this Policy is a condition of employment for every Paradigm employee. Failure to comply with this Policy may result in disciplinary measures up to and including the termination of employment or other engagement. Scope of Policy This Policy applies to Paradigm (Gibraltar) Holding Ltd., Paradigm B.V., and all of its respective U.S. and non-u.s. affiliates, subsidiaries and all related entities (collectively, Paradigm ). This Policy applies to the provision of services as well as products. All references to technology include technical information. Summary of U.S. 1 U.S. export controls generally require an export license for exports and reexports of U.S. items (goods, technology, and software) which are either: (a) defense items and services or (b) dual use items that have both commercial and military / national security applications. Under U.S. export controls, a U.S. item is, with certain exceptions: (a) an item exported from the United States; (b) a U.S.-origin item wherever located; or (c) a non-u.s.-made item incorporating controlled U.S. content. U.S. economic sanctions generally prohibit not just export and reexport, but also import, travel, and virtually all asset transactions, to/from specified sanctioned persons, entities, countries and end uses. The U.S. government maintains a consolidated screening list of individuals and entities with whom transactions are prohibited or restricted. 1 This section is a summary, and is intended for background purposes only. The Legal Department should be consulted for definitive interpretations of the relevant laws and regulations. Page 1

2 U.S. export licensing regulations also prohibit so-called deemed exports of technology for which an export license would be required if the technology were exported to the individual s country of nationality ( controlled technology ). If a U.S. entity allows a non-u.s. national to have access to controlled technology without first obtaining an export license, and the export of that technology to the non-u.s. national s country would have required a license, a prohibited export is deemed to have occurred. Under U.S. export controls and economic sanctions laws, companies generally are held to, in effect, a should have known standard if their products are diverted by a third party to a prohibited end user, end destination or end use. Companies are expected to conduct red flag screening (e.g., of customers and third parties) to ensure that prohibited diversion does not occur. In addition, government enforcement authorities will consider whether companies have assessed third parties (conducted due diligence ) in advance of doing business with them, and have taken appropriate steps to ensure that third parties comply with U.S. export controls and economic sanctions. Compliance Rules and Procedures The rules and procedures in following sections must be adhered to: 1.0 General Statement of Compliance 2.0 Prohibited/Restricted End Destinations 3.0 Prohibited End Uses 4.0 Prohibited End Users 5.0 Export Licenses 6.0 Diversion Risk 7.0 Third Party Compliance 8.0 Deemed Exports 9.0 Travel 10.0 Required Filings and Recordkeeping 11.0 Reporting and Notification 12.0 Audits and Training General Statement of Compliance 1.0 In executing the provisions of this Policy, Paradigm personnel wherever located will fully comply with U.S. laws and regulations prohibiting or restricting exports, imports, and/or other transactions with certain designated governments, entities, persons, or end uses. 2.0 For export compliance purposes, Paradigm s operating position is that all its commercial software products are US origin items subject to the United States Export Administration Regulations. Prohibited/Restricted End Destinations Page 2

3 3.0 Paradigm personnel are prohibited or restricted from conducting transactions with certain sanctioned countries: 3.1. All transactions with Iran, Cuba, North Korea, Sudan (North), and Syria are prohibited Legal Department approval is required prior to proceeding with a transaction involving Belarus, Burma (Myanmar), the Balkans, Democratic Republic of the Congo, Iraq, Ivory Coast, Lebanon, Somalia, and Zimbabwe. Prohibited End Uses 4.0 Paradigm personnel shall: 4.1. Screen all transactions involving non-u.s. customers or third parties for the following possible end uses or entities involved in the following end uses: nuclear; missiles and rocket systems; unmanned air vehicle systems; chemical and biological weapons; maritime nuclear propulsion; foreign vessels or aircraft; military uses; research and development, scientific or defense-related entities, such as: institute of science and technology; satellite application center; space research organization; liquid propulsion entities; telemetry, tracking, and command networks; conventional weapons and armaments research and development establishments; or other military activities Put the transaction on hold and notify the Legal Department if screening indicates that one of the above end uses may be involved. In such cases, the transaction may not proceed unless/until the Legal Department has further assessed and approved the transaction. Prohibited End Users 5.0 Paradigm personnel shall: Page 3

4 5.1. Check whether any new customer, vendor, employee, other third party or a non-u.s. national visitor to a Paradigm facility is listed in the Consolidated Screening List, provided at and duplicated at Paradigm s third party export compliance and prohibited parties database. [confirm] Further instructions on prohibited end user screening is found in Exhibit A Put on hold any transaction and notify the Legal Department if the check yields a positive or ambiguous result. In such case, Legal Department approval is required prior to proceeding with the transaction. Export Licenses 6.0 Paradigm will regularly re-assess whether its products or services are listed on the U.S. Department of Commerce Control List (CCL). Diversion Risk 6.1. To this end, the Research & Development Department shall annually provide to the Legal Department a list describing new products and changes to existing products, and make its personnel available to consult with the Legal Department if further information is needed to make a product classification determination If the Legal Department finds that a product is listed on the CCL, it shall put on hold any export of the product until it ascertains whether a license is required under the Export Administration Regulations (EAR). 7.0 Paradigm personnel shall: 7.1. Conduct red flag screening, as described at Exhibit B, on new customers, existing customers if practices change, and third-party entities Not proceed with any transaction if red flags are present or suspected, and report same to Legal Department. In such case, Legal Department approval is required prior to proceeding with the transaction. Third Party Compliance 7.3. Include the Destination Control Statement provided in Exhibit C for all Paradigm exports. Page 4

5 7.4. Conclude written agreements with third parties, in accordance with Paradigm policy. All third-party agreements must include the terms and conditions contained in the Third- Party Contract Compliance Provisions, attached as Exhibit D. Pre-approval from the Legal Department is required for any deviations from this text. (Note that the Third- Party Contract Compliance Provisions are identical to Exhibit D used in Paradigm Policy No , Bribery and other Corrupt Payments Require regular certification from third parties that they are in compliance will applicable U.S. export controls and economic sanctions. This annual certification is provided as Exhibit E to this document. Paradigm personnel shall consult with the Legal Department for a more robust certification if there is no existing agreement between the third party and Paradigm containing information regarding compliance with U.S. export controls and economic sanctions. (Note that the Annual Certification is identical to Exhibit E used in Paradigm Policy No , Bribery and other Corrupt Payments.) Deemed Exports 8.0 Paradigm shall take the following measures to ensure that no deemed exports of controlled technology occur: 8.1. Human Resources personnel shall consult with the Legal Department before: hiring a non-u.s. national; filling out Part 6 of the I-129 visa application form Non-U.S. national employed at a Paradigm facility: after consultation with the Legal Department, appropriate measures must be taken to ensure that a non-u.s. national employed at a Paradigm facility or office does not have access to controlled technology. Such measures may include: posting a bulletin listing any areas of the facility, documents, products or equipment for which access by that individual is restricted; restricting access by that individual to any controlled technology on internal Paradigm networks or computer files Non-U.S. national visiting a Paradigm facility: prior to a visit to a Paradigm facility by a non-u.s. national (including Paradigm personnel who are non-u.s. nationals), the Paradigm personnel inviting the visitor shall inform the Legal Department, or a designee at the facility, of the impending visit. The Legal Department, or the designee at the facility, shall check whether any restrictions are required for the visitor in order to Page 5

6 Travel prevent access to controlled technology. The visit may not proceed until approved by the Legal Department or designee for that facility. 9.0 Paradigm personnel shall: 9.1. Not travel to any of the countries listed in Section Obtain approval from the Legal Department or its designee prior to traveling on company business to any country listed in Section Not carry, while traveling outside the United States, any technical information classified as other than EAR99, either on a digital storage device or as hard-copy, unless precleared by the Legal Department or its designee. Required Filings and Recordkeeping 10.0 For any exports from the United States, the Legal Department shall ensure that procedures are in place to ensure: AES and Schedule B filings are made when required; All export-related transaction documents are retained for five years, or for a longer period if so instructed by the Legal Department. Reporting and Notification 11.0 Paradigm personnel shall: Contact the Legal Department if they have questions about doing business with any non- U.S. party Immediately report any issues or concerns regarding export controls and economic sanctions generally, or the operation of this Policy, to any of the following: their supervisor, the Legal Department, or the Paradigm Hot-Line If contacted by a government official, refer the official to the Legal Department and immediately notify the Legal Department of same. The Legal Department will coordinate an appropriate response. Audits and Training Page 6

7 12.0 The Legal Department shall conduct or direct: An annual audit and compliance assessment of export controls and economic sanctions compliance procedures. The results of this audit will be reported to the Paradigm Board of Directors Annual training for Paradigm senior management and relevant personnel on export controls and economic sanctions generally, and on the policies and procedures in this Policy. Revision History Revision No. Revision Date Modification Approval N/A March 1, 2008 Initial Version General Counsel 1 September 1, 2008 The Policy Details section was General Counsel changed to reflect the automated monitoring process as opposed to the old manual process 2 June 1,20212 Revised in coordination with Board of directors Thompson Hine 3. March 24, 2014 Updating reference to parent, addition export confirmation US origin General Counsel Page 7

8 Policy No : EXHIBIT A PARTY SCREENING The U.S. Department of State, the U.S. Department of Commerce s Bureau of Industry and Security (BIS), and the U.S. Department of Treasury s Office of Foreign Assets Control (OFAC) maintain lists or databases of entities and individuals that require increased scrutiny, are subject to a policy of denial, or have been blocked or debarred. Information about these entities and individuals is published in the Federal Register and online. The various government lists are: OFAC Specially Designated Nationals (SDNs) and Blocked Persons List BIS Denied Persons List BIS Entity List BIS Unverified List BIS Debarred List Persons and Entities subject to EAR General Orders, Part 736, Supplement 1 The U.S. Government maintains a Consolidated Screening List of all the above lists, available at: This list has been downloaded to Paradigm s third party export compliance and prohibited parties database For each entity and individual, Paradigm personnel should check the names (including any known aliases) and addresses of all individuals and entities known involved in an export-related transaction, including freight forwarders and other intermediate consignees, and other third parties, including any: that appear on sales, contract, other export documents, and related and correspondence; and not appearing on any of the above records but which are known by Paradigm to potentially play a role in the transaction (e.g., president, owner, sales manager, engineer of an involved entity). Page 1

9 Policy No : EXHIBIT B DIVERSION RISK SCREENING / BIS RED FLAG SCREENING Paradigm personnel must scrutinize each transaction involving non-u.s. customers or other non-u.s. third parties for the following red flag indicators. These red flags indicate that a transaction potentially involves an export control violation, including risk of diversion to an unauthorized end-user, end-use, or embargoed destination: The customer, purchasing agent or other third party is reluctant to offer information about the end-use (or end-user) of a product. The product s capabilities do not fit the buyer s line of business. The product ordered is incompatible with the technical level of the country to which the product is being shipped. The quantity ordered is excessive for the production capability of the end-user or the stated purpose. The customer has little or no business background; for example, financial information is unavailable from normal commercial sources and corporate principals are unknown by trade sources. The customer is willing to pay cash for a very expensive item, when the terms of the sale would normally call for financing. The customer is unfamiliar with the product s performance characteristics or safety requirements but still wants the product. The customer declines routine installation, training, or maintenance services. The customer requests excessive confidentiality concerning the final destination or details on equipment, materials, or technology to be delivered. Delivery dates are vague, or deliveries are planned for out-of-the way destinations. A freight forwarding firm is listed as the product s final destination. The shipping route is abnormal for the product and destination. Packaging is inconsistent with the stated method of shipment or destination. When questioned, the buyer is evasive or unclear about whether the purchased product is for domestic use, export, or reexport. The customer uses only a post office box address or has facilities that appear inappropriate for the items ordered. The customer orders parts for which it has no apparent need, such as for a vehicle or system that it would not normally possess. The customer is known to have, or is suspected of having, unauthorized dealings with embargoed or restricted destinations, which are listed at sections 2.1 and 2.2. Page 1

10 Policy No : EXHIBIT C DESTINATION CONTROL STATEMENT Paradigm personnel shall ensure that the following destination control statement is included on any invoice, purchase document, electronic transmission, and shipping document associated with the export of products and/or technology from the United States, or reexport of U.S.-origin goods from other countries: These commodities, technology, or software were exported from the United States in accordance with the Export Administration Regulations and other U.S. export controls and economic sanctions. Diversion to end destinations, end users, or end uses contrary to U.S. law is prohibited. By accepting these products, customer agrees to comply with all U.S. export controls and economic sanctions. Page 1

11 Policy No : Bribery and other Corrupt Payments Policy No : EXHIBIT D THIRD-PARTY CONTRACT COMPLIANCE PROVISIONS The following are contract provisions to be used in agreements with third parties. It is recognized that third-party agreements may also include other provisions related to the services provided by the third party (e.g., scope of work, territory covered, applicable fees and expenses, etc.). The following compliance provisions are not intended to replace, but are in addition to, such other provisions. Anti-Bribery Laws 1) [Third Party] shall not, directly or indirectly, offer, pay, give, promise to pay or give, or authorize the payment or giving of, money or anything of value to any foreign official, while knowing or having reason to know that all or a portion of such money or thing of value will be used in order obtain or retain business for Paradigm. 2) As used in this Section, the term foreign official means: (a) any officer or employee of any government or any department, agency, or instrumentality of any such government; (b) any person acting in an official capacity for or on behalf of such government or department, agency or instrumentality; (c) any member of a foreign political party or international organization; or (d) any person related to or affiliated with the above. 3) [Third Party] shall not obtain or attempt to obtain any order or contract for Paradigm products or services by use of influence or payments, direct or indirect, which induces or tends to induce consideration or action by any employee or officer of a customer or prospective customer, public or private, on any basis other than the merits of Paradigm products or services. 4) [Third Party] agrees that in its performance under this Agreement, it will fully comply with and observe all applicable anti-bribery laws, rules and regulations, including the laws of the countries within which it is operating on Paradigm s behalf. U.S. 1) [Third Party] shall not knowingly sell, export, re-export, transmit, divert or otherwise transfer any Paradigm products or technology directly or indirectly to any individual, business, non-u.s. government, country or other entity, including individuals or entities identified on any of the lists at if such action would be prohibited for a U.S. person by U.S. export controls or economic sanctions. 2) [Third Party] shall not sell, export, re-export, transmit, divert or otherwise transfer any Paradigm products or technology for any end uses if such action would be prohibited for a U.S. person by U.S. export controls or economic sanctions. 3) [Third Party] shall not sell, export, re-export, transmit, divert or transfer Paradigm products or technology from or outside the United States unless it has received written confirmation from Paradigm that all licenses or other approvals required for compliance with U.S. export controls and economic sanctions have been obtained. 4) If [Third Party] becomes aware or suspects that any Paradigm products or technology has been sold, exported, reexported, transmitted, diverted or otherwise transferred to an end destination, end user or end use prohibited by U.S. export controls and economic sanctions, [Third Party] shall promptly notify Paradigm. Page 1

12 Policy No : Bribery and other Corrupt Payments Policy No : EXHIBIT D 5) [Third Party] shall not take any actions that would cause Paradigm to be in violation of U.S. export controls and economic sanctions. Audit and Training 1) In the event that Paradigm has reason to believe that a breach of any obligation of [Third Party] of Section (Anti-Bribery Laws) or Section (U.S. ) of this Agreement has occurred or may occur, Paradigm shall have the right to conduct, or select an independent auditor to conduct, an audit of relevant books and records of [Third Party]. Unless otherwise required under applicable laws and regulations or by order of a competent court or regulatory authority, or if the information pertains to a suspected violation, Paradigm shall ensure that it and the independent auditor will keep confidential all audited matters and the results of the audit. 2) [Third Party] shall accept periodic training upon request from Paradigm to ensure compliance with anti-bribery laws and/or U.S. export controls and economic sanctions. Training shall be conducted by Paradigm or someone designated by Paradigm. Termination of Agreement [insert into existing section on Termination] 1) [Third Party] acknowledges that Paradigm may terminate this Agreement, effective immediately, by sending written notice of such termination to [Third Party], if [Third Party] commits a breach of Section (Anti-Bribery Laws) or Section (U.S. ) of this Agreement. Indemnification [insert into existing section on Indemnification] 1) In the event of any violation of, or liability involving, anti-bribery laws and/or U.S. export controls and economic sanctions, which are the result of actions by [Third Party], [Third Party] shall indemnify and hold Paradigm harmless with respect to each incident of illegality or liability. Page 2

13 Policy No : Bribery and other Corrupt Payments Policy No : EXHIBIT E ANNUAL CERTIFICATION As an authorized distributor, sales representative, agent, contractor, consultant or other third party involved in the sale of Paradigm products or in the provision of services related to Paradigm products, you are expected to be familiar with, and be in compliance with (a) the U.S. Foreign Corrupt Practices Act (FCPA), U.K. Bribery Act, other applicable anti-bribery laws, and (b) U.S. export controls and economic sanctions, when conducting business on behalf of Paradigm. By signing this certification, you certify that you have met this obligation and commit that you will not take any action, or cause another party to take any action, that would cause Paradigm to be in violation of these laws. Dated this day of, 20. [COMPANY NAME] [COMPANY ADDRESS] Signature: Title: Page 1