YOUFILLPODS.COM

Export Compliance Policy (External) Updated: December 2024

Introduction

U.S. export control regulations are designed to protect the national security interests of the United States and promote foreign policy, including ensuring U.S. controlled commodities and technology do not fall into the hands of countries and/or individuals where such use or possession could be averse to the United States.

These laws generally govern “exports” or “re-exports” of goods, services and technologies and determine what can be exported, to whom it can be exported, for what use it can be exported and whether prior approval from the U.S. government (in the form of an export license) is required before the export or re-export takes place.

It is youfillpods.com’s obligation to comply with these laws when undertaking any export, re-export or other related activity subject to U.S. and Global export controls laws.

Failure to comply with U.S. and Global export regulations may expose youfillpods.com and individual employees to substantial civil and criminal penalties, including fines, imprisonment and loss of export and government contracting privileges. Furthermore, the failure of employees to comply with this policy may result in disciplinary action, up to and including termination of employment.

General Policy Statement

It is the policy of youfillpods.com a wholly owned C-Tech Inc. company (“Company”) to fully comply with all export and re-export control laws of the United States. U.S. export controls laws affect many aspects of youfillpods.com’s business operations. These laws impact a wide range of activities such as sales, shipping, engineering, customer interactions, and in some cases, the interactions we may have with each other in our daily work environment.

Export controls are laws and regulations that govern “exports” or “re-exports” of goods, services and technologies. In general, these laws determine what can be exported, to whom it can be exported, for what use it can be exported and whether prior approval from the U.S. government (in the form of an export license) is required before the export or reexport takes place.

Non-compliance with U.S. export control laws may result in substantial administrative, civil and criminal penalties against youfillpods.com and/or individual employees. Because of these potential consequences, it is important that youfillpods.com, as an organization, and employees, remain vigilant and aware of relevant export compliance obligations.

These laws require that youfillpods.com obtain a U.S. government export license prior to exporting or re-exporting, or facilitating such an export or re-export (including through resellers or distributors):

·         To any sanctioned country, including Cuba, Iran, North Korea, Syria or the geographic region of Crimea;

·         To any party listed on a U.S. government restricted party list;

·         To military end users and military end uses, as applicable;

·         For a prohibited end-use such as certain nuclear applications, rocket systems, or biological / chemical weapons; and

·         Of a controlled product or technology based on the Commerce Control List (CCL) and Country Chart. The US Export laws also require youfillpods.com to report any Boycott requests identified.

Employees are responsible for familiarizing themself with the export laws that affect their job duties and seeking advice from knowledgeable company experts when necessary.

Export laws are complex and are constantly changing based on U.S. foreign policy and global developments. An important part of the Export Compliance Program is on-going training.

Youfillpods.com’s Export Compliance Team is responsible for maintaining the compliance program which includes comprehensive and up-to-date training for employees of youfillpods.com.

If you have any questions concerning how these laws apply to you or any Company activity, please contact the Global Trade Compliance Team for guidance at sales@youfillpods.com

Purpose

This document establishes youfillpods.com’s export control guidelines and practices and is consistent with Export Management System (“EMS”) parameters established by the U.S. Department of Commerce, Bureau of Industry and Security (“BIS”).

Scope

The guidelines, practices and supporting documentation discussed herein apply to all youfillpods.com export or re-export activities subject to U.S. export control laws.

Applicable Rules and Regulations

U.S. export control laws are primarily set forth in three separate sets of regulations. The Export Administration Regulations (“EAR”), 15 CFR Parts 730-774, are administered by the BIS and regulate exports, reexports and temporary imports of items that are commercial and/or “dual use” in nature (“dual use” refers to items having both civil and military or proliferation applications).

The U.S. Department of Treasury, Office of Foreign Assets Control (“OFAC”) administers sanction regulations, including those involving embargoed countries and designated terrorists.

The International Traffic in Arms Regulations (“ITAR”), 22 CFR Part 120-130, are administered by the U.S. Department of State's Directorate of Defense Trade Controls ("DDTC") and regulate exports, re-exports and temporary imports of items that are military, defense, and/or space in Nature.

Management Commitment

It is the policy of youfillpods.com senior management that the company will fully comply with all

U.S. government regulations concerning the export and reexport of commodities, software and technology. Copies of published export control policy statements will be retained by youfillpods.com Global Trade Compliance as provided in the Recordkeeping section below.

At a minimum, senior management policy statements will contain the following and will be communicated to all employees annually:

A.     Under no circumstances will a youfillpods.com transaction be undertaken in a manner contrary to U.S. export regulations.

B.     Questions concerning the legitimacy of a transaction or potential violation should be promptly referred to a knowledgeable company expert for resolution.

C.     Employees should understand and familiarize themselves with the export laws and youfillpods.com export control guidelines and procedures that affect their duties and seek advice from knowledgeable company experts when necessary.

Responsible Personnel

All youfillpods.com employees are responsible for complying with this policy.

Youfillpods.com has identified certain personnel as key employees who are empowered with the responsibility to oversee and implement youfillpods.com’s export compliance guidelines and practices, including the Global Trade Compliance (GTC) Team, led by the Senior Director Global Trade Compliance.

GTC has the primary responsibility for ensuring youfillpods.com's compliance and implementation of

U.S. export, re-export and global export control laws and regulations. GTC has the independent authority to inquire into any aspect of a proposed export, re-export, or temporary import by or related to youfillpods.com, and, in the exercise of reasonable judgment, may refuse, withhold, prevent or delay any suspect or unlawful export, reexport, temporary import or other export related activity pending further determination as to the legality of the transaction.

In addition, GTC is responsible for:

·         Maintaining and administering youfillpods.com's export guidelines and practices.

·         Providing guidance on export control matters to employees.

·         Providing tools and training to those employees whose job duties are directly impacted by export controls.

·         Conducting checks, as necessary, to ensure implementation and adherence to this policy.

·         Prepare and submit required reviews, notifications and reports to U.S. government agencies.

·         Prepare and apply for required export licenses and monitor compliance with the license and any conditions thereto.

·         Determine and maintain classifications for youfillpods.com commodities, software and technologies.

·         The Global Trade Compliance Team can be reached via email at sales@youfillpods.com

Product and Technology Classification

A.     Product Classifications: GTC, with the assistance of outside export counsel, as needed, will determine the appropriate Export Control Classification Number ("ECCN") and Harmonized Tariff Schedule ("HTS") number for each new product.

GTC will maintain an ECCN and HTS Number Matrix. The Matrix will include youfillpods.com products and technology ECCNs and HTS numbers with applicable export restrictions and, where applicable, CCATS numbers and Customs Ruling citations.

B.     Non-Revenue Classifications: Prior to exporting non-revenue commodities or technologies, GTC, or designee, will determine the appropriate ECCN, HTS number and license requirements by:

(1)   Identifying the commodity, classifications, and license requirements on a listing of previously classified non-revenue commodities and technologies; or

(2)   Contacting the manufacturer, or where possible, consulting the manufacturer's website, and thereafter updating the Export Reference Guide.

C.     Commodity Classification Automated Tracking System ("CCATS") Rulings: GTC, with assistance of outside export counsel, as needed, will, as appropriate, submit CCATS requests to BIS to formally classify a representative sample of youfillpods.com's products and technologies. "Representative sample" includes products with the highest technical performance in a product line or which are technically identical to other products within the product line, in terms of EAR Commerce Control List control parameters.

Customer, End User, End Use and Order Screening

Youfillpods.com screens all export and re-export transactions covered by the EAR to ensure they do not involve persons or entities whose export privileges have been denied by the U.S. government. All dealings (export, re-export, intra-country transfers, deemed exports) with such parties are prohibited unless facts are made known to and permission is received from the Global Trade Compliance team.

Youfillpods.com conducts thorough screening of customers, vendors, end-users, headquarter locations, employees, business history, physical locations, and related parties. This process ensures that all transactions and engagements align with U.S. and international export controls, sanctions programs, and other regulatory requirements.

As of Oct 2022, the Bureau of Information Security, (BIS) has implemented export controls on graphical processing units (GPUs) and systems containing GPUs to various countries globally. BIS Country Groups D1:D5 and countries that are controlled for RS reasons.

To comply with export controls on restricted GPUs, youfillpods.com has implemented additional internal system controls and procedures on restricted GPUs and systems containing restricted GPUs.

System controls have been implemented to control restricted GPUs part numbers and destination countries. The listing of restricted part numbers and destination countries is reviewed and maintained by the GTC team. All orders with restricted GPUs or systems containing restricted GPUs are placed on blocked at time of order creation to ensure restricted GPUs and systems containing GPUs are reviewed and only released by the GTC team prior to release to manufacturing.

The GTC team will conduct proactive screening on all new items against the latest restricted item lists, aiming to continuously monitored for any changes in their restricted status, allowing for timely identification and management of any potential compliance risks. All findings will be documented and reviewed as part of the ongoing export control/screening compliance process.

Due Diligence Qualification Process: 1) New customers purchasing restricted GPUs for the first time; 2) New end users (even if the customer is existing) who will be using the GPUs; and

3) Existing Customers purchasing restricted GPUs for the first time are screened using the following processes.

The sales team is required to submit the Due Diligence Qualification Report along with any supporting documents referenced in the report to the youfillpods.com Restricted GPU Qualification Committee who will conduct an initial review. A secondary review is also conducted by the youfillpods.com Restricted GPU committee and the sales team to review the deal. During the meeting, the GPU committee will decide to approve, approve with conditions (conditions must be met before shipment), or reject the deal. The GPU committee is led by Sales, Accounting, Purchasing, System & GTC.

GTC conducts due diligence, diversion and Red Flag Screening by reviewing the company background, targeted information, company website, other information furnished by the customer and publicly available information. GTC places customers having a Red Flag on hold, and reviews, resolves and documents Red Flag issues. Red Flag holds will only be removed at the approval of GTC with concurrence of the Legal Counsel where necessary.

GTC conducts Country and Restricted Party Screening. Where the name or address is a hit, the customer is automatically placed and an automated email is sent to the GTC Team for review. The GTC team will then review the reason for the hold, such as, but not limited to, a false positive or partial name match, the GTC team will either release hold or escalate to upper

management for further review.

Where the name or address is a hit, the order is automatically placed on hold for further review by the Global Trade Compliance (GTC) team. If after GTC team review the order may be released if no further issues are identified or escalated to upper management for further review.

Youfillpods.com’s customers must also conduct due diligence to assess end-user or end use of the controlled items poses a risk of diversion for prohibited purpose. Additionally, both youfillpods.com’s customers and end users are required to provide written certifications that they have been notified and agree to comply with US Export Controls regarding restricted GPUs and systems with GPUs.

Red Flag Screening

The Red Flag Screenings reviews new customer accounts and sales orders for potential "Red Flags," as described in EAR Part 732, Supplement Number 3, which may indicate the transaction will involve an inappropriate end-use, end-user or destination.

Examples of Red Flags may include:

Under the EAR, “knowledge” includes not only positive knowledge that the circumstances exist or are substantially certain to occur, but also an awareness of a high probability of its existence or future occurrence. Such awareness is inferred from evidence of the conscious disregard of facts known to a person and is also inferred from a person’s

willful avoidance of facts.

§   The customer or purchasing agent is reluctant to offer information about the end-use of the item.

§   The product's capabilities do not fit the buyer's line of business, such as an order for sophisticated computers for a small bakery.

§   The item ordered is incompatible with the technical level of the country to which it is being shipped, such as semiconductor manufacturing equipment being shipped to a country that has no electronics industry.

§   The customer is willing to pay cash for a very expensive item when the terms of sale would normally call for financing.

§   The customer has little or no business background.

§   The customer is unfamiliar with the product's performance characteristics but still wants the product.

§   Routine installation, training, or maintenance services are declined by the customer.

§   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 and especially unclear about whether the purchased product is for domestic use, for export, or for reexport.

§   Customer requests elimination of export information (ECCN, Country of Origin, License exception)

§   Customer does not require cargo insurance on large value items

·         Purchases under a letter of credit that are consigned to the issuing bank, not to the actual end-user. In addition, supporting documents (such as a commercial invoices) that do not list the actual end-user.

·         Transactions involving entities with little to no web presence, such as a website or a domain-based email account.

·         A customer lacks or refuses to provide details to banks, shippers, or third parties, including details about end-users, intended end-use(s), or company ownership.

·         Transactions involving customers with phone numbers with country codes that do not match the destination country.

·         Parties to transactions listed as ultimate consignees or listed in the “consign to” field appear to be mail centers, trading companies, or logistics companies.

·         The item (commodity, software or technology) does not fit the purchaser’s line of business.

·         The customer’s name or its address is similar to one of the parties on a proscribed parties list, such as the BIS Lists of Parties of Concern (e.g., Entity List, Unverified List, Denied Persons List), Treasury’s List of Specially Designated Nationals and Blocked Persons (SDN List), or State’s Statutorily Debarred Parties List. Special attention should be paid to the basis for listing on the Entity List or SDN List, as linkages to weapons of

mass destruction programs or military-intelligence end-users or end-uses implicate broader controls regardless of whether an item is subject to the EAR.

·         Transactions involving a purported civil end-user, but basic research indicates the address is a military facility or co-located with military facilities in a country of concern.

·         Transactions involving companies that are physically co-located, or have shared ownership, with an entity on the Entity List or the SDN List.

·         Transactions that use open accounts/open lines of credit when the payment services are conducted in conjunction with known transshipment jurisdictions and/or the products listed in payment memos align with those identified by BIS as a disruptive technology (see the “Disruptive Technology Strike Force” highlighted below) or included on the CCL.

·         The customer is significantly overpaying for an item based on known market prices.

·         Transactions that involve a last-minute change in payment routing that was previously scheduled from a country of concern but now routed through a different country or company.

·         Transactions that involve payments being made from entities located at potential transshipment points or involve atypical shipping routes to reach a destination.

Export Licensing

The company is committed to obtaining and adhering to all necessary export licenses and conditions for controlled items, technology, or software. Company consistently monitors the development of U.S. and global export control regulations and reacts promptly with the assistance and advice from external counsel. Compliance with export control laws is mandatory for all employees and business units.

Key Procedures

1.      License Application

o    Evaluate whether an export license is required based on the item, end-use, end-user, and destination.

o    Youfillpods.com submits accurate and complete applications through the youfillpods.com Global Trade Compliance (GTC) team.

o    GTC liaises with external counsel to review, prepare and submit the export license application and address any questions or requests from the government agency.

2.      License Utilization

o    Once the export license has been approved by BIS all parties to the license, including end users, are required to acknowledge and accept all conditions of the license approval.

o    Once all parties acknowledge and accept the conditions of the license in writing GTC will authorize the Sales order can be released for shipment. Tracking and Monitoring

o    Youfillpods.com GTS maintains a centralized database of export licenses, tracking usage and ensuring adherence to restrictions.

o    GTC conducts periodic reviews and audits to verify compliance.

Recordkeeping

In accordance with U.S. export control laws and regulations, copies of export control related documents shall be retained for a period of not less than 5 years from the date of export or re-export, creation, issuance, or expiration, or any other termination of the transaction or activity, whichever last occurs.

GTC and youfillpods.com’s Legal Department will jointly retain the following documents, where applicable, to the extent related to export or reexport transactions or other export activity:

·         All documents pertaining to export license applications (e.g., BIS-748P, BIS-748P-A, BIS-748P-B) and accompanying attachments.

·         Export licenses and accompanying conditions.

·         BIS Commodity Classification Automated Tracking System ("CCATS") applications and rulings.

·         Statement by Ultimate Consignee and Purchaser (BIS-711 or letter in lieu of form).

·         Advisory Opinion requests and resulting determinations.

·         People’s Republic of China End-User Certificates.

·         Restrictive trade practice or boycott requests and reports.

·         Export Powers of Attorney.

·         Export control related training materials and the Export Control procedures and revisions thereto. All correspondence, including emails, memorandum and notes to the extent related to export or re-export transactions or other export activity.

·         All Legal Department correspondence, including emails, memoranda and notes to the extent they are related to export or re-export transactions or other export activity.

·         Commercial Invoices with appropriate destination control statements.

·         Instructions to Freight Forwarders (e.g., Shipper's Letter of Instruction).

·         Shippers Export Declarations/ Automated Export System Records.

·         Air Waybills/Bills of Lading.

·         GTC Approval One Pager

·         New Customer Report-Due Diligence Qualification Report

·         Simple Flow Chart for Sales

·         Deal Structure Form

·         Advanced IC & HQ Certification

·         End User Certification

·         U.S. Export License Request Form for GPUs and GPU Systems

·         Youfillpods.com Restricted GPU Export Control Red Flag & Screening Checklist

The youfillpods.com Accounting Department will retain the following documents to the extent related to export or reexport transactions or other export activity:

·         Customer Purchase Orders. Order Confirmations.

·         Special Pricing Agreements.

·         End use/end user information.

·         Books of accounts and financial records.

·         Accounting Department correspondence, including emails, memorandum and notes.

The youfillpods.com Human Resources Department will retain deemed export related documents including License Exception TSR Written Assurances.

Training

The complex nature of U.S. export control laws requires a continuing program of instruction and education to youfillpods.com employees. Youfillpods.com will maintain attendance records to ensure compliance with training requirements, to include the session date, subject(s) covered, instructor(s) name and list of attendees.

The following types of export control training will be conducted by youfillpods.com:

A.     New Employee Orientation Training: Newly hired employees will receive an overview of U.S. export control laws and, as necessary, training on job-specific export compliance practices and procedures.

B.     Awareness Training: youfillpods.com employees involved in export-related activities will receive Awareness Training on an ongoing and periodic basis. GTC or designee will conduct this training, which may include:

i.       Overview of U.S. export control law requirements related to youfillpods.com; overview of youfillpods.com export control guidelines and practices; regulatory changes and new requirements; and

ii.      Identification and reporting of suspect transactions.

C.     Continuing Education: The GTC team shall remain current with U.S. export control laws and regulations by attending a BIS or other outside export control seminar or training on an annual basis.

External Review

At the direction of the Legal Department, a review will be conducted by outside export counsel on a periodic basis to verify the adequacy and implementation of the youfillpods.com Export Management System.

Upon completion of the review, the findings and, if necessary, suggestions for appropriate corrective actions will be provided to the Legal Department. The Legal Department will subsequently confirm corrective actions were implemented.

Notification

Questionable, unauthorized or illegal export activities, including those involving customers, distributors, competitors, or other third parties, shall be reported to GTC. GTC will consult with the Legal Counsel, and as required, with outside export counsel to determine appropriate proactive compliance measures and/or remedial actions, including, in appropriate cases voluntary self-disclosure to BIS.

Whistleblower Policy

Purpose

Youfillods.com is committed to integrity and accountability. This whistleblower policy provides a way to report misconduct, fraud, or unethical behavior.

Protection Against Retaliation

·         Retaliation against good-faith reports is strictly prohibited.

Investigation

·         Reports will be investigated promptly and confidentially.

·         Action will be taken if misconduct is confirmed.

False Reports

·         Deliberate false allegations may result in disciplinary action.