Introduction

1.1 – This Gifts and Hospitality Policy (the “Policy”) has been approved by the Shareholders (the “Shareholders”) of Blacksync Inc. and is intended to assist all employees, officers, directors, agents and contractors (the “BSNC Representatives”) of Blacksync Inc. and each of its direct and indirect subsidiaries and branches (collectively, the “BSNC”) to maintain the highest standards of ethical conduct in company affairs. This Policy is intended to comply with US and State of Delaware law requirements. This Policy shall be always in compliance with US and State of Delaware laws.

1.2 – The Shareholders determined to formalize this Policy on the provision and receipt of gifts and hospitality during business. This Policy will supersede any other existing BSNC policies relating to gifts and hospitality.

Objectives of the Policy

2.1 – BSNC recognizes that gifts and hospitality can be an important part of developing business relationships. However, caution should be taken in accepting or providing gifts or hospitality that could raise suggestions of impropriety or create a position of obligation on the part of the recipient.

2.2 – The objective of this Gifts & Hospitality Policy is to provide a procedure to ensure that BSNC, together with its directors, officers, employees, consultants and contractors, may provide or receive gifts and/or hospitality, in compliance with high standards of integrity and all relevant laws and regulations applicable.

Application of the Policy

3.1 – The Policy applies to all directors, officers, employees, consultants and contractors of BSNC. Compliance with this Policy constitutes terms of service for each director, conditions of employment for each officer and employee, and conditions of providing services to BSNC for each consultant and contractor. Each such person agrees to be bound by the provisions of this Policy upon notification of the most recent copy being given to them or upon notification that an updated version has been placed on BSNC’s website for review.

Communication of this Policy

4.1 – To ensure that all directors, officers, employees, consultants, and contractors of BSNC are aware of this Policy, a copy of the Policy will be provided to them, and they will be advised that this Policy is available on BSNC’s website for their review. All directors, officers, employees, consultants and contractors of BSNC will be informed whenever significant changes are made. New directors, officers, employees, consultants, and contractors will be subject to this Policy and educated about its importance.

Compliance

5.1 – This Policy extends across all BSNC’s business dealings and in all countries and territories in which BSNC operates. All persons covered by this Policy, in discharging their duties on behalf of BSNC, are required to comply with the laws, rules and regulations applicable in the location in which BSNC is performing business activities, and in particular with respect to anti-bribery and corruption laws, rules and regulations.

5.2 – As the anti-corruption US and State of Delaware laws have extraterritorial application, BSNC, its employees and associated persons will be bound by the most stringent requirements of these laws in respect of its conduct in all jurisdictions they operate, even if such conduct would otherwise be permitted by the local law of a particular jurisdiction. Where uncertainty or ambiguity exists, please contact the Compliance Officer who may seek further legal advice.

Standards in Providing or Accepting Gifts or Hospitality

6.1 – Directors, officers, employees, consultants and contractors, and their families will not give or accept gifts, gratuities or entertainment in relation to BSNC or its business that may conflict with the provisions of this Policy. For clarity, all directors, employees, consultants and contractors of BSNC must ensure that:

• the gift / hospitality is not given or accepted with the intention or expectation of influencing a party to obtain or retain business or a business advantage, or as a reward for the provision or retention of business or a business advantage, or in explicit or implicit exchange for favors or benefits. A business advantage means that BSNC is placed in a better position financially, economically, reputationally or in any other beneficial way either than its competitors or than it would otherwise have been had the gift or hospitality (which could constitute bribery or corruption) not taken place;
• the gift or hospitality is customary to the industry;
• the gift or hospitality does not violate any local laws;
• any gift or hospitality given is provided in the name of BSNC and not in the name of the individual;
• the gift or hospitality does not include cash or a cash equivalent (e.g. vouchers, gifts certificates);
• the gift or hospitality is of an appropriate type and value and given or accepted at an appropriate time, considering the business relationship with the counterparty, any pending action expected of the counterparty and the reason for the gifts / hospitality;
• the gift or hospitality would be considered as being appropriate by an independent third party bystander in all the circumstances and in hindsight; and
  he gift / hospitality is given or accepted openly and not secretly.

Gifts and Hospitality to Public Officials

7.1 – BSNC requires all directors, officers, employees, consultants and contractors to exercise great care when interacting with public officials and demands that they act with the highest level of integrity.

7.2 – Prior approval must be obtained from the Compliance Officer or otherwise the Executive Chairman for the making of any gift or the provision of any hospitality to a public official. Gifts or hospitality of an insignificant value such as promotional items (e.g. pens, notepads, diaries and calendars) or refreshments offered during a meeting are not covered by this rule.

Gift & Hospitality Approval

8.1 – Gifts or hospitality to those other than public officials should never be offered or accepted without the prior approval of the Compliance Officer where the value of the gift or the hospitality per person is more than the limits notified internally and available from BSNC’s Compliance Officer at any time. Gifts or hospitality of an insignificant value such as promotional items (e.g. pens, notepads, diaries and calendars) or refreshments offered during a meeting are not covered by this rule.

8.2 – Care should also be taken that several smaller gifts or lower levels of hospitality are not provided to the same recipient thereby breaching the overall limits notified internally and available and available from BSNC’s Compliance Officer at any time. Recovery of the reasonable cost of a gift or hospitality provided may be claimed in accordance with BSNC’s group expenses policies. When providing hospitality, a host from BSNC should always be in attendance at the event.

8.3 – Where a gift is received of a value in excess of the amount stablished by the Compliance Officer from time to time (with the approval of the Shareholders) and it would be impractical or offensive to return it (e.g. due to local customs), the Compliance Officer or otherwise the Executive Chairman will decide whether it is appropriate to keep the gift or whether it should be donated to charity.

8.4 – Further, there may be occasions where directors, officers, employees, consultants, and contractors of BSNC and their families are provided with more generous hospitality, and it will be necessary to obtain approval from the Compliance Officer or otherwise the Executive Chairman before accepting. If acceptance of the hospitality would leave any director, officer, employee, consultant, or contractor of BSNC in a position of obligation, it should be politely declined.

Gifts and Hospitality Register

9.1 – All gifts and hospitality provided, received, or declined must be recorded in BSNC’s Gifts Register which is maintained by the BSNC’s Compliance Officer.

Reporting Violations of this Policy – Whistleblower Protection Policy

10.1 – All directors, officers, employees, consultants, and contractors must adhere to BSNC’s commitment to conduct its business and affairs in a lawful and ethical manner. All directors, officers, employees, consultants, and contractors are encouraged to raise any queries with the Compliance Officer.

10.2 – In addition, any director, officer, employee, consultant, and contractor of BSNC who becomes aware of any information suggesting that a violation of the Policy has occurred or is about to occur is required to report it to the Compliance Officer.

10.3 – Persons who refuse to accept or offer a bribe, or those who raise concerns or report another’s wrongdoing, are sometimes worried about possible repercussions. BSNC aims to encourage openness and will support anyone who raises genuine concerns in good faith under this Policy, even if they turn out to be mistaken. No directors, officers, employees, consultants, and contractors of BSNC will suffer demotion, penalty or other adverse consequences for raising legal or ethical concerns or for reporting possible wrongdoing, even if it may result in BSNC losing business or otherwise suffering a disadvantage.

10.4 – BSNC also has adopted a Whistleblower Protection Policy which provides procedures for reporting violations of laws, rules, regulations or BSNC’s company policies, including a procedure for anonymous reporting. A copy of the Whistleblower Protection Policy can be found on BSNC’s website www.blacksync.com .

10.5 – BSNC prohibits retaliatory action against any person who raises a concern in good faith.

Consequences of Non-Compliance with the Policy

11.1 – Failure to comply with this Policy may result in severe consequences, which could include internal disciplinary action or termination of employment or consulting arrangements without notice. Violation of this Policy may also violate or constitute a criminal offence under US and State of Delaware law. If it appears in the opinion of the Shareholders that any director, officer, employee, consultant, or contractor of BSNC may have violated such laws, then BSNC may refer the matter to the appropriate regulatory authorities, which could lead to civil or criminal penalties for BSNC and/or the responsible person.

Review of this Policy

12.1 – Any report of solicitations to engage in a prohibited act or possible violation of the Policy will be investigated initially by the Compliance Officer. Where the matter is deemed potentially serious it will be promptly reported to the Executive Chairman, and where appropriate, to the law enforcement agencies, and the following procedure will be followed:

• the report will be recorded and an investigative file established. In the case of an oral report, the party receiving the report is also to prepare a written summary;
• the Compliance Officer will promptly commission the conduct of an investigation. The investigation may be conducted by BSNC personnel, or by outside counsel, accountants or other persons employed by the Compliance Officer. The investigation will document all relevant facts, including persons involved, times and dates. The Executive Chairman shall advise the Shareholders of the existence of an investigation;
• the identity of a person filing a report will be treated as confidential to the extent possible, and only revealed on a need-to-know basis or as required by law or court order;
• on completion of the investigation, a written investigative report will be provided by the persons employed to conduct the investigation to the Executive Chairman. If the investigation has documented unlawful, violative or other questionable conduct, the Executive Chairman will advise the Shareholders of the matter;
• if any unlawful, violative or other questionable conduct is discovered, the Executive Chairman shall cause to be taken such remedial action as the Shareholders deems appropriate under the circumstances to achieve compliance with the Policy and applicable law, and to otherwise remedy any unlawful, violative or other questionable conduct. The persons employed to conduct the investigation shall prepare, or cause to be prepared, a written summary of the remedial action taken;
• in each case, the written investigative report (or summary of any oral report), and a written summary of the remedial action taken in response to the investigative report shall be retained along with the original report by or under the authority of the Executive Chairman.

Acceptance

13.1 – By accepting this Policy, directors, officers, employees, family members, consultants and contractors of BSNC accept BSNC’s values and standards and are obliged to comply with them during the contractual relationship with BSNC. Any violation of this Policy will thus be deemed as a severe breach of contract which entitles BSNC to withdraw from the contract unless the directors, officers, employees, family members, consultants and contractors manage after being granted a reasonable period of grace to eliminate / resolve the circumstances / issues which led to non-compliance within such period. However, in case of deliberate or repeated non-compliance or in case BSNC’s business and or reputation might be affected by the non- compliance of the directors, officers, employees, family members, consultants and contractors, BSNC is entitled to withdraw from the contract with immediate effect (i.e. without necessity to allow for a period of grace before withdrawal).

Approval and Amendment

14.1 – This Policy was approved and adopted by the Shareholders. BSNC is committed to reviewing and updating its policies and procedures on a continuing basis. This Policy may be revised, changed, or amended at any time by the Shareholders, and amendment to the Policy will be disclosed promptly to directors, officers, employees, family members, consultants and contractors and will be disclosed publicly in accordance with applicable laws.

Publication of the Policy

15.1 – This Policy will be posted on BSNC’s website at www.blacksync.com. For any further information you may need, related to this document, we kindly invite you to write to the Compliance Team.

Reference

Blacksync Inc.
14 Wall Street, 20th Floor
Manhattan, New York
NY 10005, United States
Registration no. DE-3221551
Last Update: February 28, 2025