SUBSCRIPTION AGREEMENT

RELATING TO

ORIENT GROWTH FUND II C.V.

BETWEEN

ORIENT GROWTH II MANAGEMENT B.V.

and

ORIENT GROWTH VENTURES B.V.

and

THE APPLICANT

Clause

1. Interpretation

2. Completion

3. FATCA Information

4. Subscription and power of attorney

5. Representations and Warranties

6. Provision of Information

7. Continual Compliance

8. Reliance on Information

9. GDPR

10. Execution in Counterparts

11. Whole Agreement

12. Severability

13. Costs

14. Governing Law

15. JURISDICTION

Schedule

1. SUBSCRIPTION of the Applicant

2. Representations and Warranties of the Applicant

3. Privacy Statement

4. Tax Provisions and FATCA/CRS Forms

5. MONEY LAUNDERING FORMS

Signatories

THIS SUBSCRIPTION AGREEMENT is made on {{signedOn}}.

BETWEEN:

(1) ORIENT GROWTH II MANAGEMENT B.V., a private company with limited liability under Dutch law (besloten vennootschap met beperkte aansprakelijkheid), having its official seat in Breda, the Netherlands, (the Manager) acting in its capacity of general partner (beherend vennoot,) of Orient Growth Fund II C.V., a limited partnership (commanditaire vennootschap) under Dutch law (the Master Fund) and it ins capacity as managing director of Orient Growth II Coöperatief U.A., a cooperative without reserved liability under Dutch law (coöperatie met uitsluiting van aansprakelijkheid) (the Feeder Fund) and the Master Fund and the Feeder Fund jointly also referred to as the Funds; and

(2) ORIENT GROWTH VENTURES B.V., a private company with limited liability under Dutch law (besloten vennootschap met beperkte aansprakelijkheid), having its official seat in Breda, the Netherlands, acting as the external manager (beheerder van een beleggingsinstelling, AIFM) of the Fund; and

(3) The person whose details are set out in Schedule 1 (the Applicant),

each a Party and collectively referred to as the Parties.

IT IS AGREED as follows:

1. INTERPRETATION

This Subscription Agreement relates to the proposed participation by the Applicant in either the Master Fund in accordance with the limited partnership agreement governing the Fund, as amended from time to time (the LPA) or the Feeder Fund in accordance with the articles of association of the Feeder Fund and the members agreement governing the Feeder Fund, as amended from time to time (the MA). Capitalised terms used but otherwise not defined in this Subscription Agreement have the same meanings as ascribed to them in the LPA and/or the MA.

2. COMPLETION

The Applicant confirms that he/she/it has read and understands the terms and conditions of this Subscription Agreement, the LPA in case the Applicant wishes to participate in the Master Fund and the MA in case the Applicant wishes to participate in the Feeder Fund, the AIFM Agreement and the Offering Memorandum and any and all other documents governing the Master Fund and the Feeder Fund respectively as provided to the Applicant in relation to its proposed participation in the Master Fund or the Feeder Fund as the case may be, such documents and agreements hereinafter jointly referred to as the Documents.

This Subscription Agreement shall be deemed to have been completed by the Applicant if and when the Manager has received an executed version including all fully completed Schedules, where applicable, thereto and any further information and documents requested by the Manager or the AIFM from the Applicant (jointly the Subscription Package).

3. FATCA INFORMATION

The Manager will do all that is reasonably possible to cause the Fund to comply with any requirements of FATCA, including but not limited to reporting requirements, that are necessary to avoid the imposition of withholding taxes on the Fund pursuant to Section 1471-1474 of the U.S. Internal Revenue Code of 1986, as amended (the Code) or intergovernmental agreement (referred to as FATCA), and any treasury regulations, forms, instructions or other guidance issued pursuant thereto, including any equivalent legislation in any jurisdiction.

4. SUBSCRIPTION AND POWER OF ATTORNEY

4.1 By signing this Subscription Agreement, the Applicant unconditionally and irrevocably commits to pay an amount equal to the undrawn part of its total Subscription as being set out in Schedule 1 hereto (the Application) to the Master Fund or the Feeder Fund respectively in instalments, as requested from time to time by the Manager in accordance with the provisions of the Documents. The Application is capable of being accepted after the Applicant has signed the signature page of this Subscription Agreement. By signing this Subscription Agreement, the Applicant acknowledges it may not revoke its Application.

4.2 The Applicant acknowledges and agrees that the acceptance by the Manager and the AIFM of the Application pursuant to this Subscription Agreement by the Manager and the AIFM countersigning this Subscription Agreement shall be immediately binding upon the Applicant. The Applicant furthermore agrees to the fact that the Manager and the AIFM have reserved the right to refuse the Application or reduce the amount of the Applicant’s Subscription without motivation so that this Application does not imply an obligation for the Manager or the AIFM to admit it as an Investor in the Master Fund or as a Feeder Investor in the Feeder Fund. Neither the Master Fund, the Feeder Fund nor the Manager or the AIFM will be liable towards the Applicant for any costs or expenses incurred by it if the Application is refused or the Applicant’s Subscription is reduced. If and to the extent the Application is refused or the Application’s Subscription reduced, Parties will discuss the impact thereof on the cancellations set out in Clause 4.1.

4.3 Upon acceptance of the Application by the Manager the AIFM and countersigning of this Subscription Agreement by the (i) Manager and the AIFM, the Applicant shall become an Investor in and a limited partner of the Master Fund or a Feeder Investor in and a member (lid) of the Feeder Fund and party to the respectively the LPA or the MA in the capacity of Investor or Feeder Investor respectively, all on the terms of the LPA and the MA respectively. The Applicant wishing to participate in the Master Fund acknowledges and agrees it shall be bound to comply with the provisions of, and perform unconditionally and in full all the obligations on it as a limited partner and an Investor in the Master Fund under the LPA and/or any applicable laws. The Applicant wishing to participate in the Feeder Fund acknowledges and agrees it shall be bound to comply with the provisions of, and perform unconditionally and in full all the obligations on it as a member and a Feeder Investor in the Feeder Fund under the MA and/or any applicable laws.

4.4 The Applicant hereby appoints the Manager, with full power of substitution (including sub-substitution), as its true and lawful representative and attorney-in-fact, and agent of it, to execute, acknowledge, verify, swear to, deliver, record and file, in its name, place and stead and on its behalf (i) in case the Applicant wishing to participate in the Master Fund the LPA and any side letter (if applicable) or any deed of adherence or similar document, any amendments to the LPA (to the extent such amendments are authorised pursuant to the terms of the LPA) or any statutory forms that are required to be completed in relation to its admission to the Master Fund and (ii) in case the Applicant wishing to participate in the Feeder Fund the MA and any side letter (if applicable) or any deed of adherence or similar document, any amendments to the MA (to the extent such amendments are authorised pursuant to the terms of the MA) or any statutory forms that are required to be completed in relation to its admission to the Feeder Fund. This power of attorney shall be governed by Dutch law. The Applicant and the Manager, on its own behalf and on behalf of the Funds, hereby expressly accept the choice of Dutch law to govern this power of attorney.

5. REPRESENTATIONS AND WARRANTIES

5.1 The Applicant represents and warrants (garandeert) that the information provided by it in the Subscription Package is true, complete and not misleading.

5.2 In addition to the representations and warranties set out in Schedule 2, the Applicant makes the following specific statements, representations and warranties in connection with his/her/its, the Fund’s, the Manager’s and the AIFM’s obligations in respect of any applicable anti-money laundering laws (including but not limited to the EU Anti-Money Laundering Directive, as amended from time to time and if applicable, and the Dutch Prevention of Money-Laundering and Financing of Terrorism Act (Wet ter voorkoming van witwassen en financieren van terrorisme, as amended from time to time) (Anti-Money Laundering Laws) and any applicable (international) sanctions legislation of the Netherlands (including the Dutch Sanctions Act 1977 (Sanctiewet 1977), the United Nations, United States or the European Union, as amended from time to time (Sanctions Regulations):

(a) The Applicant represents and warrants that neither the Applicant nor any Ultimate Beneficial Owner (as defined below) is covered by any sanctioned party list issued under any Sanctions Regulation, or otherwise targeted by any Sanctions Regulation. Neither the Applicant nor any Ultimate Beneficial Owner has (i) conducted or conducts any business or has any relationships in breach of Sanctions Regulations and (ii) conducted any internal investigation, made any voluntary or involuntary disclosure to any governmental authority, received an inquiry or other contact from a governmental authority involving alleged violations of Sanctions Regulations.

(b) The Applicant represents and warrants that neither the Applicant nor any Ultimate Beneficial Owner (i) has violated or is in violation of Anti-Money Laundering Laws, or (ii) has conducted any internal investigation, made any voluntary or involuntary disclosure to any governmental authority, received an inquiry or other contact from a governmental authority or received a whistle blower or similar complaint involving alleged violations of Anti-Money Laundering Laws.

(c) The Applicant represents and warrants that neither the Applicant nor any Ultimate Beneficial Owner has made, offered to make, promised to make or authorized the payment or giving of, directly or indirectly, any bribe, rebate, payoff, influence payment, facilitation payment, kickback or other unlawful payment or gift of money or anything of value prohibited under any applicable laws and regulations, nor that it received such unlawful payment.

(d) The Applicant represents and warrants that neither the Applicant nor any Ultimate Beneficial Owner violated or is in violation of any applicable law enacted in any jurisdiction in connection with or arising under the OECD Convention Combating Bribery of Foreign Public Officials in International Business Transactions.

(e) The Applicant acknowledges and agrees that to comply with any applicable Anti-Money Laundering Laws, all payments and contributions by the Applicant to the Fund and all payments and distributions to the Applicant from the Fund will only be made in the Applicant’s name and to and from a bank account which is acceptable under any applicable Anti-Money Laundering Laws.

(f) The Applicant acknowledges that the Funds’, the Manager’s and the AIFM’s compliance with Anti-Money Laundering Laws, Sanctions Regulations and other applicable laws and regulations may obligate the Funds, the Manager or the AIFM to block, freeze or take other steps in relation to the Applicant's interest in the Funds. The Applicant agrees that where the Funds, the Manager or the AIFM is obligated to freeze or cause to be frozen the Applicant's assets in compliance with such regulations, the Applicant shall indemnify each of them from and against any loss, claim, liability, expense, cost or damage attributable to such actions.

(g) The Applicant acknowledges and agrees that the Manager and the AIFM will not admit any natural person or entity as an Investor or a limited partner to the Master Fund and as a Feeder Investor or member to the Feeder Fund acting, directly or indirectly, in contravention of any applicable Anti-Money Laundering Laws or Sanctions Regulations. The Applicant furthermore acknowledges and agrees with the measures the Funds, the Manager and the AIFM may take towards Investors in accordance with the provisions of the LPA and towards Feeder Investors in accordance with the provisions of the MA in relation to compliance with the Anti-Money Laundering Laws and Sanctions Regulations.

(h) The Applicant represents and warrants that its Application, whether made on its own behalf or, if applicable, as an agent, representative, intermediary, nominee, custodian, trustee or in a similar capacity for or on behalf of any other person, nominee account or beneficial owner, whether a natural person or an entity, including without limitation a fund-of-funds, trust, pension plan, or any other entity that is not a natural person (each such natural person or entity, an Ultimate Beneficial Owner), does not contravene any applicable Anti-Money Laundering Laws, any Sanctions Regulation or other applicable laws.

(i) The Applicant represents and warrants that if the Applicant is not itself the Ultimate Beneficial Owner, the Applicant has carried out due diligence as to and established the identities of all Ultimate Beneficial Owners (and, if an Ultimate Beneficial Owner is not a natural person, the identities of any direct or indirect owner, or other investor, director, senior officer, trustee, beneficiary or grantor of such Ultimate Beneficial Owner, or other person who controls such Ultimate Beneficial Owner (to the extent possible and applicable)) and their source of funds, in accordance with the Anti-Money Laundering Laws requirements of the Applicant’s jurisdiction, holds the evidence of such identities, and will make such information available to the Funds, the Manager, the AIFM or the relevant regulatory authority upon their reasonable request. The Applicant has taken all reasonable steps to ensure that its beneficial holders or Ultimate investors, as applicable, are able to certify to the representations hereunder.

(j) The Applicant represents and warrants that it is, to the best of its knowledge, not the subject of any internal investigation or any investigation, enquiry, claim, action or enforcement proceedings by any governmental authority or other third party regarding any offence or alleged offence under any applicable Anti-Money Laundering Laws, Sanctions Regulations or any other applicable laws and regulations, or has made any voluntary disclosure to any government authority under any applicable Anti-Money Laundering Laws, Sanctions Regulations or any other applicable laws and regulations, and no such investigation, enquiry, claim, action or proceedings have been threatened.

(k) The statements, representations and warranties set forth in this clause 5.2 are true as of the date hereof and will be true as of any date on which the Applicant will make a further capital contribution and as of each date that the Applicant receives a distribution from the Master Fund or the Feeder Fund respectively.

(l) Notwithstanding the general scope of the Applicant’s duty to act upon and comply with the LPA as Investor to the Master Fund and with the MA as Feeder Investor to the Feeder Fund respectively, the Applicant hereby expressly undertakes (i) in case of the Applicant being accepted as an Investor in the Master Fund not to transfer or otherwise dispose of his/her/its interest in the Master Fund unless in accordance with the provisions and procedures as set out in the LPA and (ii) in case of the Applicant being accepted as a Feeder Investor in the Feeder Fund not to transfer or otherwise dispose of his/her/its interest in the Feeder Fund unless in accordance with the provisions and procedures as set out in the MA. Any transfer not realised or approved in accordance with such provisions shall be invalid and unenforceable against the Master Fund and the Feeder Fund respectively, the Manager and the AIFM.

(m) The Applicant has completed Schedule 4 hereto and as such informs, represents and warrants to, acknowledges to or agrees with the Funds, the Manager and the AIFM on the tax related provisions as set out in Schedule 4.

6. PROVISION OF INFORMATION

The Applicant agrees to provide any additional documents and information that the Manager reasonably requests concerning the representations, warranties, agreements and acknowledgements set out in this Subscription Agreement or elsewhere in the Subscription Package.

7. CONTINUAL COMPLIANCE

If, at any time during the period from the date this Subscription Agreement is submitted to the Manager to the date the Applicant ceases to be an Investor, there is any change with respect to any of the information, representations and warranties contained herein or in other parts of the Subscription Package, or such information, representations or warranties cease to be true, complete or accurate, it shall as soon as reasonably practicable notify the Manager and the AIFM in writing, specifying such change and the information, representations or warranties which are not true and accurate and the reasons therefor. Without prejudice to any provision in the Documents, if any such change is prejudicial to the interests of the Funds or of any of its (feeder) investors, the Funds, the Manager and/or the AIFM shall be entitled to take any and all actions provided for or permitted by applicable law or under the Documents against the Applicant.

8. RELIANCE ON INFORMATION

The Funds, the Manager and the AIFM may rely on the information, undertakings, representations, warranties and acknowledgements set out in this Subscription Agreement and its schedules and the Subscription Package. To the fullest extent permitted by law, the Applicant hereby agrees to indemnify the Funds, the Manager and the AIFM and their respective directors, managers, partners, employees, agents and legal counsel from and against all claims, liabilities, demands, losses, damages, costs and expenses whatsoever or howsoever arising as a result of, or in connection with, (i) any breach by the Applicant of such undertakings, representations, warranties or acknowledgements; (ii) any action taken upon any information provided to the Funds, the Manager, the AIFM or by the Applicant or for relying on any notice, consent, request, instructions or other instrument believed, in good faith, to be genuine or to be signed by properly authorized persons on behalf of the Applicant, including any document transmitted by email, or (iii) adhering to the Anti-Money Laundering Laws and Sanctions Regulations’ obligations set out herein or regulations of any applicable jurisdiction or any similar law whether now or hereinafter in effect.

9. GDPR

The Applicant hereby acknowledges and confirms its representations and warranties and GDPR obligations under the Documents, to the extent applicable to it. The Applicant hereby acknowledges the content of the Privacy Statement attached to this Subscription Agreement as Schedule 3.

10. EXECUTION IN COUNTERPARTS

This Subscription Agreement may be executed in counterparts each of which will be deemed to be an original.

11. WHOLE AGREEMENT

The Documents, any letter agreement between the Manager and the Applicant and any other agreements or other documents referred to in this Subscription Agreement or in the LPA or MA respectively to which the Applicant is party, contain the whole agreement of the Parties and the entire understanding between the Parties with respect to the subject matter thereof, and supersede the contents of the investor proposal, term sheet and any other information provided to the Applicant and all prior agreements and arrangements or understanding, whether oral or in writing, among them with respect to such subject matter.

12. SEVERABILITY

If any provision in this Subscription Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any applicable law, then such provision or part of it shall be deemed not to form part of this Subscription Agreement, and the legality, validity or enforceability of the remainder of this Subscription Agreement shall not be affected.

13. COSTS

Each Party shall bear its own costs and expenses incidental to the negotiation, preparation, and completion of this Subscription Agreement and the Subscription Package.

14. GOVERNING LAW

14.1 This Subscription Agreement, the rights, obligations and relationships of the Parties to it and any non-contractual obligations arising out or in connection with it will be governed by and construed in accordance with the laws of the Netherlands.

15. JURISDICTION

15.1 In the event of a dispute between the Parties arising out of or in connection with this Subscription Agreement or the Subscription Package, or from further contracts resulting from this Subscription Agreement or the Subscription Package, the Parties must use their best efforts to settle such dispute amicably.

15.2 If the Parties have been unable to resolve the dispute amicably within 20 Business Days, the dispute will be finally settled in accordance with the Arbitration Rules of the Netherlands Arbitration Institute (Nederlands Arbitrage Instituut). The arbitral tribunal will be composed of 3 arbitrators. The place of arbitration will be Amsterdam, the Netherlands. The arbitral procedure will be conducted in the Dutch language. The arbitral tribunal will decide the matter in accordance with the rules of Dutch law. Consolidation of the arbitral proceedings with other arbitral proceedings pending in the Netherlands, as provided in section 1046 of the Dutch Code of Civil Procedure, is excluded. The arbitral tribunal is not allowed to publish the arbitral judgement.

SIGNATORIES

This Subscription Agreement has been signed by the Parties (or their duly authorised representatives) on the date stated at the beginning of this Subscription Agreement.

Signed for and on behalf:

Orient Growth II Management B.V.

____________________________

by: Orient Growth Ventures B.V.

its: managing director

by: 1972 Ventures B.V.

its: managing director

by: R. Bun

its: managing director

_________________________

by: Orient Growth Ventures B.V. 

its: managing director 

by: de Friese Brabander B.V. 

its: managing director 

by: R.J. Verbeek 

its: managing director

Signed for and on behalf:

Orient Growth Ventures B.V.

___________________________

by: 1972 Ventures B.V.

its: managing director

by: R. Bun

its: managing director

__________________________

by: de Friese Brabander B.V. 

its: managing director 

by: R.J. Verbeek 

its: managing director 

SCHEDULE 1

SUBSCRIPTION OF THE APPLICANT

Full legal name of the Applicant: {{#unless (equalsTo chooseType 'naturalPerson')}} {{#if MID_LP_Name}} {{MID_LP_Name}} {{/if}} {{/unless}} {{#if (equalsTo chooseType 'naturalPerson')}} {{#if firstNameOfInvestor}} {{firstNameOfInvestor}} {{else}} {{#if MID_NP_First}} {{MID_NP_First}} {{else}} {{#if constantData.MID_NP_First}} {{constantData.MID_NP_First}} {{/if}} {{/if}} {{/if}} {{#if lastNameOfInvestor}} {{lastNameOfInvestor}} {{else}} {{#if MID_NP_Last}} {{MID_NP_Last}} {{else}} {{#if constantData.MID_NP_Last}} {{constantData.MID_NP_Last}} {{/if}} {{/if}} {{/if}} {{/if}}

Subscription for {{#if (equalsTo fundType 'masterFund')}} Master fund (Orient Growth Fund II C.V.) {{/if}} {{#if (equalsTo fundType 'feederFund')}} Feeder fund (Orient Growth II Coöperatief U.A.) {{/if}} 

Subscription Amount of the Applicant: $ {{#if totalCommitment}} {{totalCommitment}} {{/if}}

SCHEDULE 2

REPRESENTATIONS AND WARRANTIES OF THE APPLICANT

The Applicant hereby represents and warrants to, and agrees with the Master Fund in case of the Applicant wishing to participate in the Master Fund and with the Feeder Fund in case of the Applicant wishing to participate in the Feeder Fund, the Manager and the AIFM that:

1. The Applicant has been furnished with, and has carefully read the Documents.

2. The Applicant to its satisfaction has been given the opportunity to ask questions of, and receive answers from the AIFM with respect to the business to be conducted by the Funds, the financial condition and capital of the Funds, the terms and conditions of the matters pertaining to an investment in the Funds and has been given the opportunity to obtain such additional information necessary to evaluate the merits and risks of an investment in the Funds to the extent that the AIFM possesses such information or can acquire it without unreasonable effort or expense.

3. The Applicant has made its subscription for an interest in the Funds solely on the basis of the information contained in the Documents, and not in reliance on any other information, statements, representations or warranties, whether oral or written, whatsoever. The Applicant has not relied upon any representations made by, or other information (whether oral or written) furnished by or on behalf of, the Funds, the Manager, the AIFM or any partner, director, officer, employee, agent or affiliate of any of them.

4. The Applicant understands and has evaluated the risks connected with a participation in the Funds. The Applicant is aware that an investment in the Funds involves substantial risks and has determined for itself that a participation is a suitable investment for it and that, at this time, the Applicant could bear a complete loss of its investment therein.

5. With regard to the tax, legal, currency and other economic considerations related to this investment, the Applicant has only relied on the advice of, or has only consulted with, its own professional advisers.

6. The Applicant’s interest in the Master Fund or the Feeder Fund respectively is being acquired for its own account as principal or for one or more separate accounts maintained by it or for the account of one or more pension or trust fund of which it is trustee, in each case, for investment purposes only, and not with a view (directly or indirectly) to, or with any intention of, the resale or distribution thereof, in whole or in part.

7. The Applicant is not subscribing for the interest in the Master Fund or the Feeder Fund respectively as a result of or subsequent to (a) any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over radio, television or the internet or (b) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

8. In connection with its Application, the Applicant meets all suitability standards imposed on it by applicable law and is duly authorised and qualified to become an Investor in the Master Fund or a Feeder Investor in the Feeder Fund, and authorised to make its Subscription and advance the amount in relation thereto to the respective Master Fund or Feeder Fund.

9. The Applicant understands that under the LPA, (Feeder) Investors may not withdraw from the Funds and participations may not be transferred, except as provided in the Documents, and, consequently, the Applicant acknowledges and it is aware that it may have to bear the economic risk of investment in the Funds until such time as the Funds are terminated in accordance with the Documents, which could be as late as 13 years from the First Closing Date.The Applicant has no need for liquidity in this investment and can afford to hold the investment for an indefinite period of time.

10. This Subscription Agreement, and the Documents when signed by the Applicant and any letter agreement entered into in connection to the Applicant’s investment in the Master Fund or the Feeder Fund respectively has been duly executed and delivered by (or on behalf of) the Applicant and constitute valid and binding agreements of the Applicant, enforceable against the Applicant in accordance with its terms. The individual or individuals signing this Subscription Agreement, and giving these warranties, as the case may be, on behalf of the Applicant has/have been duly authorized by it to do so.

11. Where the Applicant is a financial institution, broker or other person applying to become an investor in either of the Funds on behalf of its client(s), the Applicant represents and warrants that: (i) it has full power and authority on behalf of the client(s) to subscribe to the interests in the Master Fund or the Feeder Fund respectively and to execute any necessary subscription documentation, including this Subscription Agreement and the Documents; (ii) it is a financial institution, broker or entity that is subject to, and supervised for compliance with Anti-Money Laundering Laws; (iii) it is authorized and empowered to make all the representations in this Subscription Agreement on behalf of each of these client(s) and has the agreement of each of these client(s) regarding the use of such client’s personal data.

12. If the Applicant is a corporation, limited liability company, fund, trust or other entity, the Applicant is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.

13. The execution, delivery and performance by the Applicant of this Subscription Agreement and the Documents and any letter agreement entered into in connection to the Applicant’s investment in the respective Master Fund or Feeder Fund and the transactions contemplated thereby will not conflict with, or result in any violation of or default under, any provision of any governing instrument applicable to it, or any material agreement or other instrument to which it may be a party or by which it or any of its properties are bound, or any permit, franchise, judgement, decree, statute, rule or regulation applicable to it or its properties.

14. The Applicant has (i) the financial ability to bear the economic risk of its investment, including the risk of a complete loss, has adequate means for providing for its current needs and possible contingencies and (ii) such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of investing in either of the Funds.

15. The Applicant warrants and agrees that there is no litigation, investigation or other proceeding pending or, to the Applicant's knowledge, threatened against it or any of its Affiliates which, if adversely determined, would adversely affect its ability to perform its obligations under this Subscription Agreement or the Documents.

16. Any information that the Applicant has furnished to the Manager or the AIFM with respect to its financial position and business experience, is true, correct and complete as of the date of this application, and if there should be any change in such information, the Applicant will immediately furnish in writing such revised or corrected information to the Manager or the AIFM.

SCHEDULE 3

PRIVACY STATEMENT

Introduction

This privacy statement (the Privacy Statement) informs you about the processing (within the meaning of the GDPR (as defined below)) of your Personal Data (as defined below) as well as your rights in accordance with the Regulation (EUR) 2016/679 of the European Parliament and of the Council dated 27 April on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (the GDPR) and any implementing laws and regulations in the Netherlands (the Data Protection Legislation).

This Privacy Statement applies to you (i) if you are an Applicant (as defined below) in the Funds (as defined below) and you are a natural person and/or you are an underlying beneficial owner of the Applicant or (ii) if you are an individual related to an Applicant in the Funds (such as a legal representative, contract person, director and/or an employee) (a Related Individual). Both natural persons meant under (i) and (ii) will be collectively referred to as you in this Privacy Statement. The entity that participates in the Funds – whether it being a legal or natural person – will be referred to as Applicant in this Privacy Statement.

Controller

Your Personal Data contained in the documentation and information that you or the Applicant to whom you are related provides in relation to the subscription for an interest in the Funds (as defined below) or a parallel entity or feeder entity of the Funds or any sub-fund or by virtue of you otherwise providing us with Personal Data, and Personal Data may be processed in accordance with the provisions of this Privacy Statement and the Data Protection Legislation by:

Orient Growth II Management B.V., acting as the general partner (beherend vennoot) of the Master Fund and as manager of the Feeder Fund, (the Manager), Orient Growth Ventures B.V., acting as the manager (beheerder van een beleggingsinstelling) of the Funds, Orient Growth Fund II C.V. (the Master Fund) and Orient Growth Fund II Coöperatief U.A. (the Feeder Fund) and the Master Fund and the Feeder Fund jointly also the Funds), act a controllers within the meaning of the GDPR and are collectively hereafter referred to as we, us or our.

Other entities involved in the management of your investment may process Personal Data in their capacity as controllers (for instance independent agents, brokers, auditors, lawyers, accountants, paying and collecting agents, the depositary, the administrator, the auditor and/or the legal adviser). These processing activities are done under the sole responsibility of these independent controllers and are governed by their separate privacy notices. In addition, our affiliates and delegates, including but not limited to the domiciliation agent, may act as processors within the meaning of the GDPR.

What Personal Data is Processed?

The categories of Personal Data we process about you may include:

If you are an Applicant:

• Contact information such as first name, last name, postal address, (business) telephone, e-mail address;

• Personal characteristics such as nationality, date of birth and place of birth;

• Your signature;

• Government issued identifiers such as passport, identification card, tax identification number, national insurance number;

• Financial information such as bank details;

• Tax domicile and other tax-related documents and information;

• Origin of funds and assets;

• Financial situation and knowledge and experience in investment matters;

• AML/CFT (as defined below) information; and

• FATCA (as defined below) and any CRS information (as defined below).

If you are a Related Individual:

• Contact information such as first name, last name, postal address, (business) telephone, e-mail address; and

• Your signature.

Why we may use your Personal Data and on which ground we process your Personal Data

We may collect, use, store and further process this Personal Data for lawful purposes including, in particular:

(i) For entering into or performing a contract with you or the Application; where this is necessary for the performance of the Fund documents. This includes processing your Personal Data for the purpose of the provision of investor-related services including account administration, handling of orders, management of subscription, redemption and transfer of interest, maintaining the register of investors and distributions and other payments, managing distributions and other payments including the allocations of profit and loss between investors, internal audit validations, communications and more generally performance of services requested by and operations in accordance with the instructions of the Applicant;

(ii) For compliance with legal and regulatory obligations; where this is necessary for compliance with a legal obligation to which we are subject (such as, but not limited to, the know-your-customer-, client due diligence- and anti-money laundering obligations as part of our onboarding and (ongoing) screening activities, which would involve the verification of the identity of our customers (and, if applicable their underlying beneficial owners) and other (third) parties, and other applicable laws and regulations, such as the U.S. reporting and withholding tax regime known as FATCA and the Dutch law on the automatic exchange of financial information in the field of taxation (so called Common Reporting Standard), and administrative obligations pursuant to applicable laws and regulations, such as the Dutch Civil Code (Burgerlijk Wetboek); and/or

(iii) For the purpose of legitimate interests; where this is necessary for the purposes of the legitimate interests of us or a third party and such legitimate interests are not overridden by your interests, fundamental rights or freedoms (such as, but not limited to, analyzing and further processing of Personal Data for the purpose of quality control, the undertaking of direct marketing activities that do no require your consent, business and statistical analysis, tracking fees and costs; performing credit- and risk assessments and control; maintaining business relationships and informing existing and prospective limited partners of (developments regarding) our business; cooperating with competent public, regulatory, prosecuting and tax authorities in the countries wherein we are active; taking legal actions and entering into and substantiating evidence in legal proceedings; and performing maintenance of systems and appropriate records..

It is noted that the GDPR states that the use of Personal Data for direct marketing purposes (that is, providing you with information on products and services that may be of interest) may be regarded as being for the purposes of a legitimate interest. Accordingly, you understand that we may use your Personal Data for such purposes as described above, provided that we are acting in a fair, transparent and accountable manner and have taken appropriate steps to prevent such activity having any unwarranted impact on you and also noting your right to object to such use, as discussed below.

Given the specific purposes for which we envisage using your Personal Data, under the provisions of the GDPR, we do not anticipate being required to obtain your consent to do so. Should we wish to use your Personal Data for other specific purposes that require your consent, we will contact you to request this prior to the processing Personal Data for such purpose(s).

To whom we may transmit your Personal Data

In certain circumstances we and/or our authorised delegates may be legally obliged to share your Personal Data and other financial information with respect to your or the Applicant’s interest in the Funds with the Dutch tax authorities and they, in turn, may exchange this information with foreign tax authorities including tax authorities located outside the European Economic Area (EEA), including but not limited to the Internal Revenue Service (IRS) in the United States of America. We also anticipate disclosing your Personal Data to the aforementioned recipients (see above under section controller), including, but not limited to, the domiciliation agent, legal advisers, the Fund’s investment adviser and their respective affiliates and this may include certain entities located outside the EEA.

Where is personal data transferred to?

Your Personal Data may be transferred to any of the aforementioned recipients in any jurisdictions. Certain countries in which recipients may be located and to which Personal Data may be transferred may not have the same level of protection of Personal Data as the one afforded in the EEA.

Any transfer of Personal Data to countries outside of the EEA shall take place in accordance with Chapter V of the GDPR and, for example, such transfer will be protected by appropriate safeguard such as standard contractual clauses as approved by the European Commission (and possibly required supplementary measures) and, if in place, you may obtain a copy of such safeguards by contacting us using the contact details set out in section “Getting in Touch” (below).

Your data protection rights

Under the Data Protection Legislation, you may have the right to:

• Access your Personal Data. You may ask us whether we process any Personal Data that relates to you. If this is the case, you may ask us to provide you with a copy of the Personal Data we process of you insofar as required by applicable Data Protection Legislation.

• Correct and erase your Personal Data You may request us to correct any inaccurate Personal Data we process of you. Also, you may ask us to erase the Personal Data that relate to you under certain circumstances.

• Request the restriction of processing You may request the restriction of the processing of your Personal Data under certain circumstances.

• Object to the processing You may object to our processing of your Personal Data based on our legitimate interest. We will then no longer process your personal data for this purpose, unless we have an overriding legitimate interest to do so. You may also ask us to erase your Personal Data, unless there is an overriding legitimate interest for the processing.

You may also opt out from processing your Personal Data for direct marketing purposes.

• Withdraw your consent to processing your Personal Data You may withdraw your consent to the processing of your Personal Data (where the we are processing your Personal Data based on your consent) at any time, without affecting the lawfulness of processing based on consent before its withdrawal. The withdrawal only affects future processing.

• Data portability Under certain conditions, you may request receipt or transmission to another organisation, in a machine-readable form, of the Personal Data that you have provided to us.

• Lodge a complaint with supervisory authority In the event that you wish to make a complaint about how we process your Personal Data, please contact us in the first instance at the email address indicated below and we will endeavour to deal with your request as soon as possible. This is without prejudice to your right to file a complaint with the Dutch Data Protection Authority (the Autoriteit Persoonsgegevens), or another European data protection authority (e.g. in your country of residence), in the event you have concerns on the processing of your Personal Data.

Our retention of your Personal Data

We or our duly authorised delegates may retain your Personal Data for a period of up to seven (7) years following your disinvestment from the Funds, unless another mandatory law retention period applies.

If any relevant legal claims are brought against us, we may continue to process the Personal Data for such additional periods as necessary in connection with such the settlement of the claims. Personal Data processed for AML and KYC purposes will be retained for five (5) years after the end of the contract with you.

SCHEDULE 4

TAX PROVISIONS AND FATCA/CRS FORMS

1. General tax provisions

1.1 The Applicant agrees to furnish the Funds with any information, representations and forms as shall reasonably be requested by the Funds or the Manager from time to time in order to avoid or minimize the direct imposition of taxes on the Funds or on any other (Feeder) Investor, to assist in complying with any applicable law or tax requirements, or determining the extent of, and in fulfilling, any withholding obligations of the Funds.

1.2 The Applicant agrees to furnish the Funds or the Manager with any representations and forms as shall reasonably be requested by the Funds from time to time to assist in obtaining any exemption, reduction or refund of any withholding or other taxes imposed by any taxing authority or other governmental agency upon the Funds or amounts paid to the Funds.

1.3 The Applicant understands that the Funds are authorized to withhold from any payment made to, or any distributive share of, the Applicant any taxes required by law to be withheld, including any equivalent legislation in any jurisdiction.

1.4 The Applicant represents that it has provided the Funds or the Manager with a duly completed and executed FATCA / CRS form as attached to this Subscription Agreement and agrees to furnish the Funds or the Manager with a new form (or equivalent form) within 30 days if, due to a change of circumstances, any certification or information provided on the form becomes incorrect or upon request of the Funds or the Manager.

2. ATAD2 and DAC6

2.1 The Applicant acknowledges that the Funds are required to comply with the Dutch implementation measures in relation to Council Directive (EU) 2017/952 amending Council Directive (EU) 2016/1164 as regards hybrid mismatch arrangements (ATAD 2). For these purposes the Manager requires the Applicant to confirm (i) whether it acts together with another person in respect of the voting rights or capital ownership of its interest in the Funds; and (ii) whether it will treat the Funds in accordance with its Dutch tax status for the levy of any form of income tax.

2.2 The Applicant represents and warrants that:

{{#if (equalsTo taxTransparent 'taxTransparent')}} {{else}} {{/if}} it qualifies as a tax transparent entity in its country of establishment;

OR

{{#if (equalsTo taxTransparent 'taxOpaque')}} {{else}} {{/if}} it does not qualify as a tax transparent entity in its country of establishment (tax opaque);

OR

{{#if (equalsTo chooseType 'naturalPerson')}} {{else}} {{/if}} it is an individual

2.3 The Applicant represents and warrants that the Applicant does not act together with any other person investing in the Funds.

2.4 The Applicant represents and warrants that it, or if the Applicant has indicated in paragraph 2.2 that it is ‘tax transparent in country of establishment’, its direct or indirect owners at which level the tax treatment of the Master Fund is relevant for any form of income tax, will treat the Master Fund as a tax transparent entity (akin to a ‘partnership’ / ‘flow-through’ / ‘pass-through’):

{{#if (equalsTo taxTreatment 'yes')}} {{else}} {{/if}} Yes;

OR

{{#if (equalsTo taxTreatment 'hybridEntity')}} {{else}} {{/if}} No (Hybrid Entity Qualification);

OR

{{#if (equalsTo taxTreatment 'unknownEntity')}} {{else}} {{/if}} Subject to the Applicant being ‘tax transparent in country of establishment’ (as indicated in paragraph 2.2 and pursuant to its status of a fund-of-funds, the Applicant is currently not aware of the tax treatment of the Funds at the level of its direct or indirect owners (Unknown Entity Qualification).

2.5 In case of an Unknown Entity Qualification, the Applicant confirms that it will use best efforts to furnish the Manager, within 30 days upon request and to the fullest extent permitted by law, with any information in relation to the Applicant and its direct or indirect owners that the Manager determines is necessary or appropriate to determine the tax treatment of the Funds for the levy of any form of income tax at the level of the Applicant’s direct or indirect owners. The Applicant acknowledges that if the Applicant fails to provide such information in a timely manner, the Unknown Entity Qualification will be deemed, wholly or partly, a Hybrid Entity Qualification until the Manager receives proof to the contrary.

2.6 The Manager shall be entitled to take any such actions as it shall deem necessary to ensure that none of the other (Feeder) Investors, the Fund, the Manager and their respective Affiliates are adversely affected by the investment of the Applicant in the Funds, including as a result of the Hybrid Entity Qualification. The Applicant agrees to indemnify and hold harmless each of the other (Feeder) Investors, the Funds, the Manager and their respective Affiliates from and against all claims, liabilities (including increased tax liabilities), demands, losses, damages, costs and expenses whatsoever or howsoever arising as a result of, or in connection with, the investment of the Applicant in the Funds, including as a result of the Hybrid Entity Qualification.

2.7 The Applicant acknowledges and agrees that, in order to comply with the Council Directive (EU) 2018/822 amending Council Directive 2011/16/EU (DAC 6) as transposed in the laws of EU Member States, any reportable cross-border arrangements in relation to the Funds or its investments shall be disclosed to the competent authorities and consequently be shared with the competent authorities of other EU Member States.

2.8 The Applicant shall, to the extent that it is aware of such change, promptly inform the Manager of any change to the information previously provided to the Manager pursuant to the preceding paragraphs.

SCHEDULE 5

MONEY LAUNDERING FORMS

The Applicant must complete this section to become an investor in the Master Fund or the Feeder Fund respectively. Your Subscription Package will not be deemed complete and you will not be deemed an investor in the Master Fund or the Feeder Fund respectively until all of the required documentation listed below is received by the AIFM. Note that exceptions to any of the following requirements may only be made with the consent of the AIFM. Note that the AIFM has appointed Trustmoore Fund Services Netherlands B.V. (Trustmoore) to execute the Anti-Money Laundering and Sanction Regulations obligations regarding your application. For additional information, please contact the AIFM or Trustmoore.

5.1. Due Diligence Package Individuals

1. INTRODUCTION

This form will guide you through the investor due diligence Trustmoore performs on behalf of its clients including the Manager and the Funds. The requirements contained in this form are the ones applicable under any applicable anti-money laundering laws (including but not limited to the EU Anti-Money Laundering Directive, as amended from time to time and if applicable, and the Dutch Prevention of Money-Laundering and Financing of Terrorism Act (Wet ter voorkoming van witwassen en financieren van terrorisme, as amended from time to time) (Anti-Money Laundering Laws) and any applicable (international) sanctions legislation of the Netherlands (including the Dutch Sanctions Act 1977 (Sanctiewet 1977), the United Nations, United States or the European Union, as amended from time to time (Sanctions Regulations) and the Anti-Money Laundering Laws and Sanctions Regulations jointly the (WWFT), which requires that an Applicant provides a set of documents and information, which will be reviewed and assessed before the potential investor can be admitted to the Funds.

Please note that the information you provide in and alongside this form consists of the standard KYC requirements, and that Trustmoore may be required to request further details or documents, in order to ensure the Funds’ Compliance with the applicable AML regulations.

We kindly request to:

• read our privacy notice, before completing this form;
• complete one form for each individual investor;
• refer to the Annex I for an overview of KYC to be provided; and
• e-mail to the attention of Trustmoore at investor.services.NL@trustmoore.com, the completed and signed form, including all necessary KYC and (certified) identification documents.

Inquiries regarding this form and the information requested should be directed to Trustmoore at:

E: investor.services.NL@trustmoore.com; or

T: +31 (0)20 471 2707.

2. FUND

Name of the fund, please tick as appropriate:

{{#if (equalsTo fundType 'masterFund')}} {{else}} {{/if}} Orient Growth Fund II C.V.

{{#if (equalsTo fundType 'feederFund')}} {{else}} {{/if}} Orient Growth II Coöperatief U.A.

3. PERSONAL INFORMATION

Title (Mr, Mrs, Miss, etc): {{title}}

First name: {{#if firstNameOfInvestor}} {{firstNameOfInvestor}} {{else}} {{MID_NP_First}} {{/if}}

Last name: {{#if lastNameOfInvestor}} {{lastNameOfInvestor}} {{else}} {{MID_NP_Last}} {{/if}}

Other/Previous names: {{#if otherPreviousNames}} {{otherPreviousNames}} {{/if}}

Residential address: {{#if naturalPersonAddress}} {{naturalPersonAddress}} {{/if}} {{#if naturalPersonAddress2}} {{naturalPersonAddress2}} {{/if}}, {{#if naturalPersonZipCode}} {{naturalPersonZipCode}} {{/if}} {{#if naturalPersonCity}} {{naturalPersonCity}} {{/if}}, {{#if naturalPersonCountry}} {{naturalPersonCountry}} {{/if}}

Telephone number: {{#if telephoneNumber}} {{telephoneNumber}} {{/if}}

Email address: {{#if MID_NP_Email}} {{MID_NP_Email}} {{/if}}

Date of birth: {{#if MID_NP_DOB}} {{formatDate MID_NP_DOB}} {{/if}}

Place of birth: {{#if cityOfBirth}} {{cityOfBirth}} {{/if}}

Nationality: {{#if nationalityCitizenshipNP}} {{nationalityCitizenshipNP}} {{/if}}

4. SOURCE OF FUNDS

Where you intend to contribute funds directly or indirectly to a relationship which we administer, we are legally required to obtain the details of your "source of funds"; defined as the activity which has generated the funds you are utilizing for this particular transaction: 

5. ANTI MONEY LAUNDERING & GOOD STANDING

Are you or have you been at any time appointed or elected to a prominent public position? (Politically Exposed Person ("PEP"); or closely related to a PEP.)

*A PEP is a senior figure in the executive, legislative, administrative, military, or judicial branches of a government (elected or non - elected), a senior figure of a major political party, a senior executive of a government owned corporation.

{{#if (equalsTo isPEP 'yes')}} {{else}} {{/if}} Yes

If yes, please provide details: {{#if isPEPdetails}} {{isPEPdetails}} {{/if}}

{{#if (equalsTo isPEP 'no')}} {{else}} {{/if}} No

Is or has any member of your immediate family been at any time appointed or elected to a prominent public function? (Politically Exposed Person ("PEP"); or closely related to a PEP.)

{{#if (equalsTo isFamilyPEP 'yes')}} {{else}} {{/if}} Yes

If yes, please provide details: {{#if isFamilyPEPdetails}} {{isFamilyPEPdetails}} {{/if}}

{{#if (equalsTo isFamilyPEP 'no')}} {{else}} {{/if}} No

Are you a close friend or associate of a person who has been appointed or elected to a prominent public function? (Politically Exposed Person ("PEP"); or closely related to a PEP.)

{{#if (equalsTo isFriendPEP 'yes')}} {{else}} {{/if}} Yes

If yes, please provide details: {{#if isFriendPEPdetails}} {{isFriendPEPdetails}} {{/if}}

{{#if (equalsTo isFriendPEP 'no')}} {{else}} {{/if}} No

Have you ever been adjudged bankrupt?

{{#if (equalsTo beenBankrupt 'yes')}} {{else}} {{/if}} Yes

If yes, please provide details: {{#if beenBankruptdetails}} {{beenBankruptdetails}} {{/if}}

{{#if (equalsTo beenBankrupt 'no')}} {{else}} {{/if}} No

Have you ever been subject of an investigation by a government, professional or other regulatory body?

{{#if (equalsTo beenInvestigated 'yes')}} {{else}} {{/if}} Yes

If yes, please provide details: {{#if beenInvestigateddetails}} {{beenInvestigateddetails}} {{/if}}

{{#if (equalsTo beenInvestigated 'no')}} {{else}} {{/if}} No

Have you ever been a director, shareholder, officer, or manager of a business entity which has been the subject of an investigation as aforesaid?

{{#if (equalsTo beenInvestigatedDirector 'yes')}} {{else}} {{/if}} Yes

If yes, please provide details: {{#if beenInvestigatedDirectordetails}} {{beenInvestigatedDirectordetails}} {{/if}}

{{#if (equalsTo beenInvestigatedDirector 'no')}} {{else}} {{/if}} No

Have you ever been a director, shareholder, officer, or manager of a business entity which has been adjudged bankrupt compulsorily wound up, or has made any compromise or arrangement with its creditors or has otherwise ceased trading in circumstances where its creditors did not receive or have not yet receive full settlement of their claims?

{{#if (equalsTo beenBankruptDirector 'yes')}} {{else}} {{/if}} Yes

If yes, please provide details: {{#if beenBankruptDirectordetails}} {{beenBankruptDirectordetails}} {{/if}}

{{#if (equalsTo beenBankruptDirector 'no')}} {{else}} {{/if}} No

6. TAX INFORMATION

I hereby confirm that I am, for tax purposes, resident in the following jurisdictions (please indicate the Tax Identification Number (TIN) for each jurisdiction):

Confirmation of US tax status - Please tick as appropriate:

{{#if (equalsTo confirmUSTax 'yes')}} {{else}} {{/if}} I confirm that I am a US citizen or resident in the US for tax purposes (green card holder or resident under the substantial presence test) and my US federal taxpayer identifying number (US TIN) is: {{ssnitin}}

{{#if (equalsTo confirmUSTax 'no')}} {{else}} {{/if}} I confirm that I am not a US person for US tax purposes. I am not a US citizen or green card holder, and I am not a resident in the US for tax purposes.

{{#if (equalsTo confirmUSTax 'surrender')}} {{else}} {{/if}} I confirm that I was born in the US (or a US territory) but am no longer a US citizen as I have voluntary surrendered my citizenship as evidenced by the attached (or to be requested) documents.

7. AML/KYC REQUIREMENTS

Please refer to Annex I for the required KYC documentation.

8. DECLARATIONS

I, the undersigned, do hereby confirm:

• all the information provided in this form to be accurate and true in every respect and undertake to keep Trustmoore informed in writing of any changes or modifications which may occur in the future;
• that I am investing on my own account and behalf;
• that I consent that where required by law, the information provided may be disclosed to relevant tax authorities and other regulated service providers; and
• that I understand that Trustmoore will hold and process my personal data in accordance with Trustmoore’s Privacy Policy, available at https://trustmoore.com/data-privacy-policy.

5.2. Due Diligence Package Non-Individuals

1. INTRODUCTION

This form will guide you through the investor due diligence Trustmoore performs on behalf of its clients. The requirements contained in this form are the ones applicable under the Dutch Prevention of money laundering and the financing of terrorism act (WWFT), which requires that an investor provides a set of documents and information, which will be reviewed and assessed before the potential investor can be admitted to the Fund.

Please note that the information you provide in and alongside this form consists of the standard KYC requirements, and that Trustmoore may be required to request further details or documents, in order to ensure the fund’s compliance with the applicable Anti-Money Laundering Laws.

Inquiries regarding this form and the information requested should be directed to Trustmoore at:

E: investor.services.NL@trustmoore.com; or

T: +31 (0)20 471 2707.

2. FUND

Name of the fund, please tick as appropriate:

{{#if (equalsTo fundType 'masterFund')}} {{else}} {{/if}} Orient Growth Fund II C.V.

{{#if (equalsTo fundType 'feederFund')}} {{else}} {{/if}} Orient Growth II Coöperatief U.A.

3. LEGAL ENTITY INFORMATION

Entity type (please select appropriate type):

{{#if (equalsTo legalStatusTypeOfEntity 'corporation')}} {{else}} {{/if}} Corporation

{{#if (equalsTo legalStatusTypeOfEntity 'trustOrSimilarStructure')}} {{else}} {{/if}} Trust

{{#if (equalsTo legalStatusTypeOfEntity 'listedRegulatedEntity')}} {{else}} {{/if}} Listed/regulated entity

{{#if (equalsTo legalStatusTypeOfEntity 'nonRegulatedPension')}} {{else}} {{/if}} Non-regulated pension

{{#if (equalsTo legalStatusTypeOfEntity 'regulatedPension')}} {{else}} {{/if}} Regulated pension

{{#if (equalsTo legalStatusTypeOfEntity 'nomineeCustodian')}} {{else}} {{/if}} Nominee/Custodian

{{#if (equalsTo legalStatusTypeOfEntity 'limitedPartnershipCv')}} {{else}} {{/if}} Limited partnership

{{#if (equalsTo legalStatusTypeOfEntity 'limitedLiabilityCompanyBvNv')}} {{else}} {{/if}} Limited liability company

{{#if (equalsTo legalStatusTypeOfEntity 'governmentAgency')}} {{else}} {{/if}} Government agency

{{#if (equalsTo legalStatusTypeOfEntity 'nonProfitAgency')}} {{else}} {{/if}} Non-profit agency

{{#if (equalsTo legalStatusTypeOfEntity 'otherNamely')}} {{else}} {{/if}} Other, namely: {{#if otherNamely}} {{otherNamely}} {{/if}}

Entity name: {{#if MID_LP_Name}} {{MID_LP_Name}} {{/if}}

Oher trading/previous names: {{#if MID_LP_Trade_Name}} {{MID_LP_Trade_Name}} {{/if}}

Date of formation: {{#if MID_LP_Date_Of_Registration}} {{MID_LP_Date_Of_Registration}} {{/if}}

Jurisdiction: {{#if MID_LP_Country_Of_Registration}} {{MID_LP_Country_Of_Registration}} {{/if}}

Registration number: {{#if MID_LP_Number}} {{MID_LP_Number}} {{/if}}

Principal place of business: {{#if principalPlaceOfBusiness}} {{principalPlaceOfBusiness}} {{/if}}

Registered address: {{#if (equalsTo legalentityadd.mode 'manual')}} {{address1}}, {{address2}}, {{zip}} {{city}}, {{state}}, {{country}} {{else}} {{#if legalentityadd}}  {{legalentityadd.address.formatted_address}} {{/if}} {{/if}}

Mailing address: {{#if (equalsTo mailingAddressDifferentLE 'yes')}} {{legalPersonAddress4}}, {{legalPersonAddress5}}, {{legalPersonZipCode2}} {{legalPersonCity2}}, {{legalPersonCountry2}} {{/if}}

Telephone number: {{#if phoneNumber}} {{phoneNumber}} {{/if}}

Email address: {{#if emailLP}} {{emailLP}} {{/if}}

Tax Identification Number: {{#if entityTaxID}} {{entityTaxID}} {{/if}}

4. SOURCE OF FUNDS

Where you intend to contribute funds directly or indirectly to a relationship which we administer, we are legally required to obtain the details of your "source of funds"; defined as the activity which has generated the funds you are utilizing for this particular transaction:

5. CONTACT PERSON DATA

What is the data of the contact person(s) authorized to give instructions on behalf of the legal person that will invest (this may be a formal director of the legal person, but this may also be another person)?

{{#if (equalsTo appointContactPerson 'yes')}}

Contact person 1

Given names: {{#if contactPersonName}} {{contactPersonName}} {{/if}}

Email: {{#if contactPersonEmail}} {{contactPersonEmail}} {{/if}}

Telephone: {{#if contactPersonPhoneNumber}} {{contactPersonPhoneNumber}} {{/if}}

Contact person 2

Given names: {{#if contactPersonName1}} {{contactPersonName1}} {{/if}}

Email: {{#if contactPersonEmail1}} {{contactPersonEmail1}} {{/if}}

Telephone: {{#if contactPersonPhoneNumber1}} {{contactPersonPhoneNumber1}} {{/if}}

Contact person 3

Given names: {{#if contactPersonName2}} {{contactPersonName2}} {{/if}}

Email: {{#if contactPersonEmail2}} {{contactPersonEmail2}} {{/if}}

Telephone: {{#if contactPersonPhoneNumber2}} {{contactPersonPhoneNumber2}} {{/if}}

{{/if}}

6. GOOD STANDING

Has the entity ever been the subject of either a regulatory, government or criminal action?

{{#if (equalsTo entityCriminal 'yes')}} {{else}} {{/if}} Yes

If yes, please provide details: {{#if entityCriminaldetails}} {{entityCriminaldetails}} {{/if}}

{{#if (equalsTo entityCriminal 'no')}} {{else}} {{/if}} No

Has the entity ever been the subject of insolvency, a debt judgment or proceedings?

{{#if (equalsTo entityDebt 'yes')}} {{else}} {{/if}} Yes

If yes, please provide details: {{#if entityDebtdetails}} {{entityDebtdetails}} {{/if}}

{{#if (equalsTo entityDebt 'no')}} {{else}} {{/if}} No

7. TAX IDENTIFICATION

Please confirm if the Trustmoore FATCA (Foreign Account Tax Compliance Act) & CRS self-certification form is completed and provided:

Yes No

8. AML KYC REQUIREMENTS

Please refer to Annex II for the KYC required documentation based on entity type.

9. DECLARATIONS

I, the undersigned, do hereby confirm:

•  all the information provided in this form including Annex I to be accurate and true in every respect and undertake to keep Trustmoore informed in writing of any changes or modifications which may occur in the future;
• that the legal entity is investing on its own behalf;
• that the legal entity consents that where required by law, the information provided may be disclosed to relevant tax authorities and other regulated service providers; and
• that I understand that Trustmoore will hold and process my personal data in accordance with Trustmoore’s Privacy Policy, available at https://trustmoore.com/data-privacy-policy.

SIGNER'S INFORMATION

Signed by: {{#if MID_NP_First}} {{MID_NP_First}} {{/if}}

Place: {{#if signingPlace}} {{signingPlace}} {{/if}}

5.3. FATCA CRS (Combined) Form]

ENTITY SELF-CERTIFICATION FORM FOR FATCA AND CRS Section

Section 1: Account Holder Identification (please refer to the glossary)

Section 2: FATCA Declaration of U.S. Citizenship or U.S. Residence for Tax purposes*:

Section 2: FATCA Declaration Specified U.S. Person:

Section 3: Entity’s FATCA Classification* (the information provided in this section is for FATCA purposes, please note your classification may differ from your CRS classification in Section 5):

3.1 Financial Institutions under FATCA:

3.2 Please provide the Entity’s Global Intermediary Identification Number (GIIN)

3.2 The Entity is a Financial Institution but unable to provide a GIIN

Non-Financial Institutions under FATCA:

Section 3: CRS Declaration of Tax Residence (please note you may choose more than one country) *:

Section 4: CRS Declaration of Tax Residency*

Section 4: Declarations and Undertakings

I declare that:

• I have examined the information in this form and that to the best of my knowledge and belief, it is true, correct and complete;
• I will submit a new form within 30 days if, due to a change of circumstances, any certification or information on this form becomes incorrect;
• I acknowledge that, in case the Country(ies) of Tax Residence listed in Section 4 is/are CRS Reportable Jurisdiction/s, the information disclosed in this Form together with the required information related to my financial account will be reported to the Netherlands Tax and Customs Administration or any other authorised delegates under Netherlands law, and subsequently exchanged with the tax authorities of the CRS Reportable Jurisdiction(s) listed in Section 4, pursuant to international agreements to exchange financial account information;
• Upon request, I will have access to the data concerning me that are disclosed to the competent national tax authority, and I will be in a position to rectify any of my personal data. The data collected will not be kept longer than necessary for the purpose for which they were gathered.

Section 5: Entity’s CRS Classification* (the information provided in this section is for CRS, please note your CRS classification may differ from your FATCA classification in Section 3)

Section 6: Declarations and Undertakings

I declare that:

• I have examined the information in this form and that to the best of my knowledge and belief, it is true, correct and complete;
• I will submit a new form within 30 days if, due to a change of circumstances, any certification or information on this form becomes incorrect;
• I acknowledge that, in case the Country(ies) of Tax Residence listed in Section 4 is/are CRS Reportable Jurisdiction/s, the information disclosed in this Form together with the required information related to my financial account will be reported to the Netherlands Tax and Customs Administration or any other authorised delegates under Netherlands law, and subsequently exchanged with the tax authorities of the CRS Reportable Jurisdiction(s) listed in Section 4, pursuant to international agreements to exchange financial account information;
• Upon request, I will have access to the data concerning me that are disclosed to the competent national tax authority, and I will be in a position to rectify any of my personal data. The data collected will not be kept longer than necessary for the purpose for which they were gathered.

PART II: CONTROLLING PERSON SELF-CERTIFICATION FORM FOR FATCA AND CRS

Controlling Person 1

First name(s): {{First_CP1}}

Family Name or Surname(s): {{Last_CP1}}

Place of birth: {{cityOfBirth_CP1}}

Date of birth: {{dob_CP1}}

Country of birth: {{countryOfBirth_CP1}}

Residential Address:

Address 1: {{address1_CP1}}

Address 2: {{address2_CP1}}

City: {{city_CP1}}

Zip code: {{zip_CP1}}

Country: {{country_CP1}}

Mailing Address:

Address 1: {{mailingaddress1_CP1}}

Address 2: {{mailingaddress2_CP1}}

City: {{mailingcity_CP1}}

Zip code: {{mailingzip_CP1}}

Country: {{mailingcountry_CP1}}

Relevant legal entities:

Legal entity: {{#if legalEntity1_CP1}}{{legalEntity1_CP1}}{{/if}}

Type of controller for entity: {{#if typeOfControllingPersonForEntity1_CP1}}{{typeOfControllingPersonForEntity1_CP1}}{{/if}}

Confirmation of US tax status - Please tick as appropriate:

{{#if (equalsTo confirmUSTax_CP1 'yes')}} {{else}} {{/if}} I confirm that I am a US citizen or resident in the US for tax purposes (green card holder or resident under the substantial presence test){{#if ssnitin_CP1}}, with (I)TIN: {{ssnitin_CP1}}{{/if}}

{{#if (equalsTo confirmUSTax_CP1 'no')}} {{else}} {{/if}} I confirm that I am not a US person for US tax purposes. I am not a US citizen or green card holder, and I am not a resident in the US for tax purposes.

{{#if (equalsTo confirmUSTax_CP1 'surrender')}} {{else}} {{/if}} I confirm that I was born in the US (or a US territory) but am no longer a US citizen as I have voluntary surrendered my citizenship as evidenced by the attached documents.

Tax payer country 1: {{countryOfTaxResidence1_CP1}}

TIN or Reason: {{taxIdentificationNumber3}} {{reasonTaxNumberNotApplicable1_CP1}}

Tax payer country 2: {{countryOfTaxResidence2_CP1}}

TIN or Reason: {{taxIdentificationNumber2_CP1}} {{reasonTaxNumberNotApplicable2_CP1}}

Tax payer country 3: {{countryOfTaxResidence3_CP1}}

TIN or Reason: {{taxIdentificationNumber5}} {{reasonTaxNumberNotApplicable3_CP1}}

Controlling Person 2

First name(s): {{First_CP2}}

Family Name or Surname(s): {{Last_CP2}}

Place of birth: {{cityOfBirth_CP2}}

Date of birth: {{dob_CP2}}

Country of birth: {{countryOfBirth_CP2}}

Residential Address:

Address 1: {{address1_CP2}}

Address 2: {{address2_CP2}}

City: {{city_CP2}}

Zip code: {{zip_CP2}}

Country: {{country_CP2}}

Mailing Address:

Address 1: {{mailingaddress1_CP2}}

Address 2: {{mailingaddress2_CP2}}

City: {{mailingcity_CP2}}

Zip code: {{mailingzip_CP2}}

Country: {{mailingcountry_CP2}}

Relevant legal entities:

Legal entity: {{#if legalEntity1_CP2}}{{legalEntity1_CP2}}{{/if}}

Type of controller for entity: {{#if typeOfControllingPersonForEntity1_CP2}}{{typeOfControllingPersonForEntity1_CP2}}{{/if}}

Confirmation of US tax status - Please tick as appropriate:

{{#if (equalsTo confirmUSTax_CP2 'yes')}} {{else}} {{/if}} I confirm that I am a US citizen or resident in the US for tax purposes (green card holder or resident under the substantial presence test){{#if ssnitin_CP2}}, with (I)TIN: {{ssnitin_CP2}}{{/if}}

{{#if (equalsTo confirmUSTax_CP2 'no')}} {{else}} {{/if}} I confirm that I am not a US person for US tax purposes. I am not a US citizen or green card holder, and I am not a resident in the US for tax purposes.

{{#if (equalsTo confirmUSTax_CP2 'surrender')}} {{else}} {{/if}} I confirm that I was born in the US (or a US territory) but am no longer a US citizen as I have voluntary surrendered my citizenship as evidenced by the attached documents.

Tax payer country 1: {{countryOfTaxResidence1_CP2}}

TIN or Reason: {{taxIdentificationNumber4}} {{reasonTaxNumberNotApplicable1_CP2}}

Tax payer country 2: {{countryOfTaxResidence2_CP2}}

TIN or Reason: {{taxIdentificationNumber2_CP2}} {{reasonTaxNumberNotApplicable2_CP2}}

Tax payer country 3: {{countryOfTaxResidence3_CP2}}

TIN or Reason: {{taxIdentificationNumber9}} {{reasonTaxNumberNotApplicable3_CP2}}

Controlling Person 3

First name(s): {{First_CP3}}

Family Name or Surname(s): {{Last_CP3}}

Place of birth: {{cityOfBirth_CP3}}

Date of birth: {{dob_CP3}}

Country of birth: {{countryOfBirth_CP3}}

Residential Address:

Address 1: {{address1_CP3}}

Address 2: {{address2_CP3}}

City: {{city_CP3}}

Zip code: {{zip_CP3}}

Country: {{country_CP3}}

Mailing Address:

Address 1: {{mailingaddress1_CP3}}

Address 2: {{mailingaddress2_CP3}}

City: {{mailingcity_CP3}}

Zip code: {{mailingzip_CP3}}

Country: {{mailingcountry_CP3}}

Relevant legal entities:

Legal entity: {{#if legalEntity1_CP3}}{{legalEntity1_CP3}}{{/if}}

Type of controller for entity: {{#if typeOfControllingPersonForEntity1_CP3}}{{typeOfControllingPersonForEntity1_CP3}}{{/if}}

Confirmation of US tax status - Please tick as appropriate:

{{#if (equalsTo confirmUSTax_CP3 'yes')}} {{else}} {{/if}} I confirm that I am a US citizen or resident in the US for tax purposes (green card holder or resident under the substantial presence test){{#if ssnitin_CP3}}, with (I)TIN: {{ssnitin_CP3}}{{/if}}

{{#if (equalsTo confirmUSTax_CP3 'no')}} {{else}} {{/if}} I confirm that I am not a US person for US tax purposes. I am not a US citizen or green card holder, and I am not a resident in the US for tax purposes.

{{#if (equalsTo confirmUSTax_CP3 'surrender')}} {{else}} {{/if}} I confirm that I was born in the US (or a US territory) but am no longer a US citizen as I have voluntary surrendered my citizenship as evidenced by the attached documents.

Tax payer country 1: {{countryOfTaxResidence1_CP3}}

TIN or Reason: {{taxIdentificationNumber10}} {{reasonTaxNumberNotApplicable1_CP3}}

Tax payer country 2: {{countryOfTaxResidence2_CP3}}

TIN or Reason: {{taxIdentificationNumber2_CP3}} {{reasonTaxNumberNotApplicable2_CP3}}

Tax payer country 3: {{countryOfTaxResidence3_CP3}}

TIN or Reason: {{taxIdentificationNumber11}} {{reasonTaxNumberNotApplicable3_CP3}}

Section 7: Identification of a Controlling Person