Form 8-K
8-K — Chaince Digital Holdings Inc.
Accession: 0001493152-26-045910
Filed: 2026-10-06
Period: 2026-10-01
CIK: 0001527762
SIC: 6199 (FINANCE SERVICES)
Item: Entry into a Material Definitive Agreement
Item: Completion of Acquisition or Disposition of Assets
Item: Financial Statements and Exhibits
Documents
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): October 1, 2026
Chaince
Digital Holdings Inc.
(Exact
Name of Registrant as Specified in Charter)
Cayman
Islands
001-36896
N/A00-0000000
(State
or Other Jurisdiction
of
Incorporation)
(Commission
File
Number)
(IRS
Employer
Identification
No.)
1251
Avenue of the Americas, Floor 41, New York, NY 10020
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (949) 678-9653
Not
applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol(s)
Name
of each exchange on which registered
Ordinary
Shares, par value US$0.004 per share
CD
The
Nasdaq Global Market
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
On
October 1, 2026, Chaince Digital Holdings Inc. (the “Company”) entered into a Subscription Agreement (the “Subscription
Agreement”) with Sentinel Strategic Holdings LP (“Sentinel”), pursuant to which the Company subscribed for a Class
A Limited Partnership Interest in Sentinel and made a capital commitment of US$20.0 million. The Company’s subscription was accepted
on behalf of Sentinel by Sentinel Strategic Holdings GP Ltd., its general partner.
Pursuant
to the Subscription Agreement, the Company’s capital commitment was required to be funded upon receipt of drawdown notices from
Sentinel’s general partner. After receiving a drawdown notice for the full amount of its US$20.0 million capital commitment, the
Company funded its capital commitment in full on October 5, 2026.
The
foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to
the form of Subscription Agreement filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
This
report on Form 8-K is incorporated by reference into the Company’s Registration Statement on Form F-3 filed with the Securities
and Exchange Commission on May 20, 2025 and last amended on June 26, 2025 (Registration No. 333-287428).
Item
2.01 Completion of Acquisition or Disposition of Assets.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
Exhibit
No.
Description
10.1
Form of Subscription Agreement between Chaince Digital Holdings Inc. and Sentinel Strategic Holdings LP
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
October 6, 2026
CHAINCE
DIGITAL HOLDINGS INC.
By:
/s/
Shi Qiu
Name:
Shi
Qiu
Title:
Chief
Executive Officer
EX-10.1
EX-10.1
Filename: ex10-1.htm · Sequence: 2
Exhibit 10.1
SENTINEL
STRATEGIC HOLDINGS LP
SUBSCRIPTION
AGREEMENT
Chaince
Digital Holdings Inc.
Name
of Investor as it will be registered with the investment
Class
of Interest (check applicable): ☒ Class A Interest ☐ Class B Interest ☐ Class C Interest
US$20,000,000
Amount
of Capital Commitment (Class A Interest)
Amount
of Capital Commitment (Class B Interest)
Amount
of Capital Commitment (Class C Interest)
Sentinel
Strategic Holdings LP
c/o
c/o Pinnacle Fund Services LLP, 25 Sylvan Rd S, Suite B, Westport, Connecticut, CT06880, USA
Attn:
[REDACTED]
Email:
[REDACTED]
Ladies
and Gentlemen:
The
undersigned subscribing investor (the “Investor”) understands that Sentinel Strategic Holdings GP Ltd. acts as the general
partner (the “General Partner”) of Sentinel Strategic Holdings LP, an exempted limited partnership registered in the Cayman
Islands (the “Partnership”), which has been formed for the purpose of allowing qualifying investors to make certain investments
as described in the Confidential Offering Memorandum of the Partnership dated [February 2026] (as it may be amended and/or supplemented
from time to time, the “Memorandum”) and the Amended & Restated Exempted Limited Partnership Agreement of the Partnership
(as amended or restated from time to time, the “Partnership Agreement” and collectively with the Memorandum, the “Fund
Documents”). All capitalised terms used herein without definitions shall have the meanings given them in the Partnership Agreement
or Memorandum, as applicable.
1. the
subscription
1.1
The Investor hereby subscribes for exempted limited partner interests (the “Interests”) in the Partnership corresponding
to the amount of the capital commitment to the Partnership set forth above (the “Capital Commitment”) to be contributed to
the capital of the Partnership in accordance with the provisions of the Partnership Agreement and this Subscription Agreement. Upon receipt
of a Drawdown Notice from the General Partner, the Investor agrees to contribute to the Partnership that portion of the Capital Commitment
determined by the General Partner pursuant to Section 5.7 of the Partnership Agreement within ten (10) Business Days after receipt of
such Drawdown Notice,.
1.2
The Investor hereby delivers to the General Partner an executed counterpart of this Subscription Agreement (including the Attachments
hereto).
1.3
The Investor agrees that this Subscription Agreement is valid, binding and enforceable against the Investor and shall be irrevocable
upon acceptance by the General Partner. Each statement or answer made by the Investor below constitutes a representation and warranty
to the General Partner and the Partnership.
1.4
The Investor acknowledges and agrees that the General Partner shall have the right to accept or reject this subscription, in whole or
in part. If the General Partner rejects this Subscription Agreement, the General Partner shall forthwith thereafter return the Fund Documents
to the Investor. Should the General Partner accept this Subscription, it shall promptly (i) retain the Fund Documents on behalf of the
Partnership; and (ii) return to the Investor one copy of the Acceptance of Subscription, signed by the General Partner, and one copy
of the fully executed signature page to the Partnership Agreement.
2. REPRESENTATIONS,
WARRANTIES AND COVENANTS
Recognizing
that the Partnership and the General Partner will be relying on the information and the representations and warranties set forth herein,
including, without limitation, the representations and warranties made by the Investor in the Attachments hereto, for many purposes,
including to qualify for available exemptions, the Investor hereby represents and warrants to, and agrees with, the Partnership and the
General Partner as follows:
2.1
The Investor has received, carefully read and understands the Memorandum, the Partnership Agreement and this Subscription Agreement and
has consulted its own attorney, accountant, tax advisor and investment adviser with respect to the investment contemplated hereby and
its suitability for the Investor. The Investor has had an opportunity to (i) ask questions of and receive answers from the General Partner
concerning the terms and conditions of this Subscription Agreement, the Memorandum and the Partnership Agreement and the business of
the Partnership and (ii) obtain any additional information concerning the offering, the Partnership and any related material to the extent
the Partnership or the General Partner possesses such information or can acquire it without unreasonable effort or expense.
2.2
The Investor has not, without the consent of the General Partner, copied, reproduced or delivered the Memorandum, the Partnership Agreement,
or this Subscription Agreement to any other person, except its professional advisers. The address set forth on the signature page below
is the Investor’s true and correct legal address.
2.3
The Investor understands (i) that, except as otherwise provided in the Partnership Agreement, the Investor may not make less than the
full amount of any required capital contribution, and (ii) the default provisions in the Partnership Agreement, which may require the
Investor to forfeit up to 100% of such Investor’s capital account in the Partnership among other provisions, unless otherwise determined
by the General Partner, in its sole discretion.
2
2.4
The Investor’s decision to invest in the Partnership was made by the Investor as a person who (i) is independent of the General
Partner and its affiliates, (ii) is authorized to make such investment decision, and (iii) has relied on the Investor’s own tax,
legal and financial advisers with regard to all matters relating to the investment in the Partnership (including U.S. federal, state
and local tax matters) and not on any advice or recommendation of the General Partner or any of its affiliates. The Investor’s
prior investment experience and the Investor’s general knowledge about the management, proposed operations and prospects of the
Partnership enable the Investor, together with the Investor’s advisers, to make an informed decision with respect to an investment
in the Partnership. The Investor (x) is able to bear the economic cost of carrying the investment in the Partnership for an indefinite
period of time; (y) has adequate means of providing for his, her or its current needs and possible personal contingencies even in the
event of a complete loss of this investment; and (z) has no need for liquidity of the investment in the Partnership. The Investor’s
investment in the Partnership is consistent with the investment purposes and objectives and cash flow requirements of the Investor and
will not adversely affect the Investor’s overall need for diversification and liquidity.
2.5
The Investor acknowledges that in making a decision to subscribe for the Interests, the Investor has relied solely upon the Partnership
Agreement and the Memorandum and independent investigations made by the Investor. The Investor is not relying on the Partnership, the
General Partner, or any other person or entity with respect to the legal, tax and other economic considerations involved in this investment
other than the Investor’s own advisers. The Investor has carefully read this Subscription Agreement and, to the extent he, she
or it believes necessary, has discussed with counsel the representations, warranties and agreements that the Investor is making herein.
The Investor understands that Carey Olsen acts as Cayman Islands legal counsel and Davies Ward Phillips & Vineberg LLP as Canadian
legal counsel only to the Partnership, the General Partner and their respective affiliates, and does not represent the Investor or any
other person by reason of such person’s investment in the Partnership.
2.6
The Investor is acquiring the Interests for investment purposes only and not with a view to the resale or distribution of all or any
part of such Interests and the Investor has no present intention, agreement or arrangement to divide the Investor’s participation
with others or to sell, assign, pledge, transfer, hypothecate, or otherwise dispose of all or any part of such Interests.
2.7
The Investor acknowledges that he, she or it is not subscribing for Interests pursuant hereto as a result of or subsequent to (i) any
advertisement, article, notice or other communications published in any newspaper, magazine or similar media (including any internet
site that is not password protected) or broadcast over television or radio, or (ii) any seminar or meeting whose attendees, including
the Investor, had been invited as a result of, subsequent to or pursuant to any of the foregoing.
2.8
The Investor acknowledges that (i) he, she, or it does not have the right to withdraw from the Partnership or demand that the Partnership
redeem all or any part of the Investor’s Interests or otherwise withdraw the Investor’s investment in the Partnership; (ii)
distributions may be paid in cash or in kind; (iii) there are substantial restrictions on the transferability of the Interests; (iv)
the Interests will not be, and Limited Partners of the Partnership have no rights to require that the Interests be, registered under
the U.S. Securities Act of 1933, as amended (the “Securities Act”); (v) there will be no public market for the Interests;
and (vi) the General Partner may require the Investor to withdraw all or any portion of the Investor’s capital account pursuant
to the terms and conditions set forth in the Partnership Agreement.
3
2.9
The Investor acknowledges and is aware of the following: (i) the Partnership was recently formed and has no financial or operating history;
(ii) the speculative nature and the degree of risk involved in the Partnership’s proposed investment activities, as described under
the caption “Risk Factors” and “General Information - Conflicts of Interest” in the Memorandum; (iii) the method
of compensation under the Partnership Agreement with respect to the General Partner, and under the Investment Management Agreement with
respect to the Investment Manager, and the risks associated therewith; (iv) there are certain potential conflicts of interest that should
be considered by the Investor before subscribing for Interests, many of which are set forth in the Memorandum; (v) the tax effects which
may be expected by the Partnership are not susceptible to precise prediction, and future legislation, future rulings of the IRS and court
decisions may have an adverse effect on the Partnership, the Partnership’s investments, and/or investors in the Partnership; and
(vi) valuations for certain purposes under the Partnership Agreement may be unaudited and/or estimated and the General Partner has certain
rights with respect to valuing the Partnership’s investments.
2.10
The Investor hereby represents that (i) he, she or it has all requisite power, authority and capacity to acquire and hold the Interests
and to execute, deliver and comply with the terms of each of the instruments required to be executed and delivered by the Investor in
connection with this Subscription Agreement and the Partnership Agreement, and (ii) such execution, delivery and compliance does not
conflict with or constitute a default under any instruments governing the Investor, any law, regulation or order, or any agreement to
which the Investor is a party or by which the Investor may be bound. If the Investor is an individual, he or she is over 21 years of
age and is legally competent to execute this Subscription Agreement. If the Investor is an entity, the person executing and delivering
each of the instruments, including this Subscription Agreement, on behalf of the Investor has all requisite power, authority and capacity
to execute and deliver such instruments, and, upon request by the Partnership or the General Partner, will furnish to the Partnership
a true and correct copy of any instruments governing the Investor, including all amendments thereto.
2.11
The Investor understands that the value of a Limited Partner’s capital account under the Partnership Agreement and the performance
of the Partnership may be based on unaudited, and in some cases estimated, valuations of the Partnership’s investments and that
valuations provided in an Investor’s account statements may be an unaudited, estimated value. The Investor further understands
that the General Partner has certain rights with respect to valuing investments.
2.12
Neither the General Partner nor anyone on either entity’s behalf has made any representations (whether written or oral) to the
Investor (i) regarding the future performance of the Partnership, or (ii) that the past performance of the Partnership, the General Partner,
or their respective affiliates will in any way predict the results of the Partnership’s activities.
2.13
The Investor understands that the General Partner shall have the right to accept or reject this Subscription.
4
2.14
The representations and warranties in this Subscription Agreement, including those made in Attachments hereto (which are incorporated
in this Subscription Agreement by reference), are true and accurate as of the date hereof and shall remain true and accurate until the
Partnership is liquidated pursuant to the Partnership Agreement. If in any respect such representations and warranties shall not be true
and accurate, the Investor shall give written notice of such fact to the General Partner specifying which representations and warranties
are not true and accurate and the reasons therefore and shall provide the General Partner with any such further information as the General
Partner may reasonably require.
2.15
The Investor acknowledges and understands that (i) the Interests have not been registered under the Securities Act, the securities laws
of any state or the securities laws of any other jurisdiction, nor is such registration contemplated and in the Memorandum, (ii) the
Interests are being offered and sold outside the United States to non-U.S. Persons and inside the United States to U.S. Persons (as defined
in Appendix A) under an exemption from registration provided in Section 4(a)(2) and Regulation D of the Securities Act, and (iii)
the transactions contemplated herein and the Partnership Agreement have not been reviewed by, passed on, or submitted to, any federal
or state agency or self-regulatory organization. The Investor received the Fund Documents and first learned of the Partnership in the
jurisdiction listed as the address of the Investor set forth on the Investor’s signature page hereto, and intends that the applicable
securities laws of that jurisdiction shall govern this transaction. If the Investor is not a resident of the United States, the Investor
understands that it is the responsibility of the Investor to satisfy himself or itself as to full observance of the laws of any relevant
territory outside of the United States in connection with the offer and sale of the Interest, including obtaining any required governmental
or other consent and observing any other applicable formalities.
2.16
The Investor understands and agrees that the Partnership intends to be exempt from registration as an investment company pursuant to
an exception from the definition of investment company provided in Section 3(c)(7) of the U.S. Investment Company Act of 1940, as amended
(the “1940 Act”). If the Investor is a U.S. Person, the Investor hereby further certifies that it is either (i) both a “qualified
purchaser,” as defined in Section 2(a)(51)(a) of the 1940 Act, and has indicated the category under which the Investor qualifies
as a qualified purchaser in the Investor Questionnaire for U.S. Persons and an “accredited investor,” as defined in Regulation
D under the Securities Act, and has indicated the category under which the Investor qualifies as an accredited investor in the Investor
Questionnaire for U.S. Persons or (ii) a “knowledgeable employee,” as defined in Rule 3c-5 of the 1940 Act, for purposes
of Section 3(c)(7) thereunder, and has indicated such in the Investor Questionnaire for U.S. Persons.
2.17
The Investor understands that the General Partner may cause the Partnership to make an election pursuant to Section 754 of the U.S. Internal
Revenue Code of 1986, as amended (the “Code”), upon cash distributions to a partner and transfers of Interests (including
by reason of death). The general effect of such an election is that transferees of Interests are treated, for purposes of computing gain
or loss on the disposition of an asset by the Partnership, as though they had acquired a direct interest in the Partnership’s assets
and the Partnership is treated for such purposes upon certain distributions to the partners as though the transferee had newly acquired
an interest in the Partnership’s assets and therefore acquired a new cost basis for such assets. Any such election can be made
by the Partnership without the consent of the IRS, but such election cannot be revoked unless consented to by the IRS.
5
2.18
The Investor understands and agrees that, although the Partnership and the General Partner will use their reasonable efforts to keep
the information provided in the answers to this Subscription Agreement strictly confidential, the Partnership and the General Partner
may present this Subscription Agreement and the information provided herein to such parties (e.g., affiliates, attorneys, auditors, administrators,
brokers and regulators) as they deem necessary or advisable to facilitate the acceptance and management of the Investor’s capital
contributions, including, but not limited to, in connection with anti-money laundering and similar laws, if called upon to establish
the availability under any applicable law of an exemption from registration of the Interests, the compliance with applicable law and
any relevant exemptions thereto by the Partnership, the General Partner or any of their respective affiliates or if the contents thereof
are relevant to any issue in any action, suit, or proceeding to which the Partnership, the General Partner or any of their respective
affiliates are a party or by which they are or may be bound. The Partnership may also release information about the Investor if directed
to do so by the Investor or if compelled to do so by law or in connection with any government or self-regulatory organization request
or investigation.
2.19
The Investor acknowledges that it will receive or have access to certain confidential proprietary information concerning the Partnership,
which may include, without limitation, information regarding potential investments, financial information, trade secrets and the like
(collectively, “Confidential Information”), which is proprietary in nature and non-public. The Investor agrees that it shall
not disclose or cause to be disclosed any Confidential Information to any person or use any Confidential Information for its own purposes
or its own account, except in connection with its investment in the Partnership and except as otherwise required by any regulatory authority,
law or regulation, or by legal process. Notwithstanding the foregoing, the Investor (and each employee, representative or other agent
of the Investor) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of: (a) the
Partnership; and (b) any of its transactions, and all materials of any kind (including opinions or other tax analyses) that are provided
to the Investor relating to such tax treatment and tax structure.
2.20
ERISA and Other Benefit Plan Investor Information and Representations. The Investor has indicated in Attachment 2 whether or not it is
a “Benefit Plan Investor,” as defined in Attachment 2. If it is not a Benefit Plan Investor on the date this Subscription
Agreement is signed, the Investor agrees to notify the Partnership in writing a reasonable time in advance if it anticipates becoming
a Benefit Plan Investor at any time while it continues to hold any Interests and to provide the information concerning its Benefit Plan
Investor status required in Attachment 2. If the Investor is an entity that is a Benefit Plan Investor, it has indicated in Attachment
2 the maximum percentage of its equity interests that are held by Benefit Plan Investors and will promptly notify the Partnership in
writing a reasonable time in advance if that percentage changes.
2.21
If the Investor is an insurance company and is investing the assets of its general account (or the assets of any wholly-owned subsidiary
of its general account) in the Partnership, it has indicated in Attachment 2 whether its assets include “plan assets” within
the meaning of Section 3(42) of the U.S. Employee Retirement Income Security Act of 1974 (“ERISA”) and applicable regulations
and as described in Attachment 2, and the maximum percentage of its assets that constitute “plan assets.” The Investor will
notify the Partnership in writing a reasonable time in advance if that percentage changes.
6
2.22
If the Investor is a Benefit Plan Investor, the Investor acknowledges that it is intended that the Partnership will not hold the “plan
assets,” as described in Attachment 2, of any Benefit Plan Investor that acquires Interests in the Partnership. Accordingly, the
Investor agrees that the Partnership may at any time require the Investor to withdraw from the Partnership, in whole or in part, to the
extent that, in the opinion of the General Partner, is necessary to ensure that the assets of the Partnership are not treated as including
“plan assets.”
2.23
If the Investor is, or is acting on behalf of, an ERISA Plan or a Section 4975 Plan, as those terms are defined in Attachment 2, or an
entity that is a Benefit Plan Investor by reason of holding plan assets of any ERISA Plan, Section 4975 Plan, or a “Non-ERISA Plan”
Investor, as defined in Attachment 2 (each such ERISA Plan, Section 4975 Plan, such entity holding plan assets or Non-ERISA Plan, a “Plan”):
(a)
the person or entity signing this Subscription Agreement is a fiduciary of each such Plan (the “Plan Fiduciary”);
(b)
the decision to invest in the Partnership was made by the Plan Fiduciary;
(c)
the Plan Fiduciary is independent of and unrelated to the Partnership, the General Partner, the Investment Manager, and any person affiliated
therewith and is duly authorized to make such an investment decision on behalf of the Plan;
(d)
the acquisition and subsequent holding of the Interests do not and will not constitute a “prohibited transaction” within
the meaning of Section 406 of ERISA or Section 4975 of the Code, that is not subject to an applicable exemption;
(e)
the Plan’s proposed investment in the Partnership is in accordance with the terms of the Plan’s governing instruments and
applicable law and has been duly authorized and approved by all necessary parties;
(f)
the Plan Fiduciary has not relied on, and is not relying on, the investment advice or other advice, evaluation or recommendation of the
Partnership, the General Partner or the Investment Manager or any of their respective directors, officers, employees, representatives
or affiliates with respect to the Plan’s investment in the Partnership, and neither the Partnership, the General Partner or the
Investment Manager, nor any of their respective directors, officers, employees, representatives or affiliates, has any investment discretion
with respect to the assets of the Plan which will be used to purchase Interests;
(g)
the Plan Fiduciary has reviewed the compensation arrangement (i) between the Partnership and the General Partner, and (ii) between the
Partnership and the Investment Manager, each as described in the Memorandum, and agrees that such arrangements are reasonable and may
be terminated on reasonably short notice under the circumstances, and believes that such compensation arrangements provide for no more
than reasonable compensation to such entities; and
(h)
the Plan Fiduciary has been informed of and understands the Partnership’s investment objectives, policies and strategies and understands
and acknowledges that the Partnership will invest its assets in accordance with such objectives, policies and strategies and without
regard to the particular objective of any class or investors, including Plans.
7
2.24
If the Investor is, or is acting on behalf of, an ERISA Plan or an entity that is a Benefit Plan Investor by reason of holding plan assets
of any ERISA Plan:
(a)
the person or entity signing this Subscription Agreement is a fiduciary (within the meaning of Section 3(21) of ERISA and the regulations
thereunder) and a “named fiduciary” (within the meaning of Section 402(a)(2) of ERISA and the regulations thereunder) of
each such ERISA Plan (the “ERISA Plan Fiduciary”);
(b)
the ERISA Plan Fiduciary understands the Partnership’s investment objectives, policies and strategies, has considered the following
pursuant to its fiduciary duties under ERISA, and has concluded that the proposed investment in the Partnership is in accordance with
its fiduciary responsibilities under ERISA:
(1)
whether the investment or investment course of action is reasonably designed as part of that portion of the portfolio of the ERISA Plan
managed by the ERISA Plan Fiduciary to further the purposes of the Plan, taking into account both the risk of loss and the opportunity
for gain that could result therefrom;
(2)
the provisions of Section 404 of ERISA relating to the requirements for prudence and diversification of the assets of an ERISA Plan and
the composition of that portion of the portfolio that the ERISA Plan Fiduciary manages with regard to diversification;
(3)
the liquidity and current rate of return of that portion of the ERISA Plan’s portfolio managed by the ERISA Plan Fiduciary relative
to the anticipated cash flow requirements of the Plan;
(4)
the projected return of that portion of the portfolio managed by the ERISA Plan Fiduciary relative to the funding objectives of the Plan;
and
(5)
the risks associated with an investment in the Partnership and the fact that Limited Partners will generally not be able to withdraw
from the Partnership or transfer their Interests without receiving the consent of the General Partner and complying with certain requirements
of the Partnership Agreement.
2.25
The provisions of Section 2.20 through Section 2.24 shall also apply to each Non-ERISA Plan Investor, but references to ERISA in Section
2.23 shall include any similar applicable provisions of any U.S. federal, state, local, non-U.S. or other laws or regulation and any
reference to ERISA shall be deemed to be a reference to such applicable law to the extent the Investor is not covered by ERISA. If the
Investor is a Non-ERISA Plan Investor, the Non-ERISA Plan Investor represents that the Partnership’s assets shall not constitute
the assets of such Non-ERISA Plan under the provisions of any applicable law.
8
2.26
If the Investor is a Plan, such Plan’s participants are not permitted to self-direct investments into the Partnership, unless the
Investor (i) is investing for the account of an individual participant or owner of either a self-directed 401(k) plan or a self-directed
“individual retirement account” within the meaning of Section 408(a) of the Code (a “401(k)/IRA Investor”) and
(ii) the Investor has indicated that it is a 401(k)/IRA Investor on the signature page hereto. If the Investor is a 401(k)/IRA Investor,
the Interests shall, at all times after the purchase thereof by the Investor and prior to any transfer of such Interests pursuant to
the terms of the Partnership Agreement, be beneficially owned solely by one individual (i.e., the participant or owner who directed the
investment in the Interest).
2.27
If the Investor is a U.S. person, the Investor represents and warrants that it has not been subject to any disqualifying events, as defined
under Rule 506(d) of Regulation D under the Securities Act (a “Disqualifying Event”), or any proceeding or event that could
result in a Disqualifying Event that would either require disclosure under the provisions of Rule 506(e) promulgated under the Securities
Act or result in disqualification under Rule 506(d)(1) of the Partnership’s use of the Rule 506 safe harbor. The Investor agrees
to notify the General Partner promptly in writing if, subsequent to the date hereof, the Investor experiences or becomes subject to a
Disqualifying Event. The Investor further represents and warrants that, unless it notifies the General Partner otherwise in writing,
the Investor is not acting as part of a group (as such term is defined in Section 13(d) of the U.S. Securities Exchange Act of 1934,
as amended) with any other individuals or entities (including any existing or prospective Limited Partner) for the purpose of acquiring
or holding the Interest. If the Investor’s Interests in the Partnership constitute (or the interests held in the aggregate by any
group of which the Investor is a part constitute), or may at any time in the future constitute, twenty percent (20%) or more in interest
of the Partnership’s voting securities, as determined by the General Partner, the Investor agrees to complete a separate questionnaire
regarding any Disqualifying Events (a “Bad Actor Questionnaire”). Such Bad Actor Questionnaire and the information and representations
otherwise provided hereunder shall form a part of and be incorporated in this Subscription Agreement and shall be subject to, among other
things, the indemnification provisions and the duty to update information contained in this Subscription Agreement.
2.28
If the Investor is a partnership, grantor trust or S corporation for U.S. federal income tax purposes, then less than 50% of the Investor’s
value is attributable to the Interests, and permitting the Partnership to satisfy the 100-partner limitation in Section 1.7704-1(h)(1)(ii)
of the Treasury Regulations is not a principal purpose of the Investor’s beneficial owners investing in the Interests through the
Investor.
2.29
The Investor acknowledges that the Investment Manager is not registered as an investment adviser under the U.S. Investment Advisers Act
of 1940, as amended.
2.30
Additional Representations and Warranties.
(a)
In addition to the other representations and warranties set forth herein, to the extent that the Investor is not a U.S. Person (as defined
in Appendix A), the Investor further represents and warrants that the Investor:
(1)
has not and will not acquire the Interests in the United States;
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(2)
has consulted with its own advisors and is fully informed as to the legal and tax requirements within the Investor’s own country
(countries) regarding a purchase of the Interests;
(3)
acknowledges that no government agency has passed upon the Interests or made any findings or determination as to the fairness of this
investment;
(4)
the Investor has received the Memorandum outside the United States;
(5)
the Investor has executed this Subscription Agreement outside the United States;
(6)
the Investor acknowledges (i) that the distribution of the Memorandum and the offer and sale of the Interests pursuant to the Memorandum
and this Subscription Agreement in certain jurisdictions may be restricted by law and that no action has been or will be taken to permit
a public offering in any jurisdiction where action would be required for that purpose and (ii) that the Investor has informed itself
as to the legal requirements within its own jurisdiction for the acquisition, holding or disposal of the Interests and to any taxation
or exchange control legislation applicable to it; and
(7)
is not a member of the public in the Cayman Islands.
2.31
AEOI
(a)
The Investor understands, acknowledges and agrees that pursuant to (A) Sections 1471 through 1474 of the Code and any associated legislation,
regulations or guidance issued pursuant thereto; (B) any other legislation, regulations or guidance enacted in any jurisdiction which
seeks to implement similar tax regimes (including the OECD Standard for Automatic Exchange of Financial Account Information in Tax Matters
- the Common Reporting Standard (the “CRS”)); (C) any intergovernmental agreement between or among the Cayman Islands
(or any Cayman Islands government body) and the U.S. or any other jurisdiction(s) (including any government bodies in any such jurisdiction(s)),
entered into in order to comply with, facilitate, supplement or implement the legislation, regulations, guidance or standards described
in sub-paragraphs (A) and (B), including the OECD Multilateral Competent Authority Agreement; and (D) any legislation, regulations or
guidance implemented in any jurisdiction, including the Cayman Islands, that gives effect to the matters outlined in the preceding sub-paragraphs
(collectively “AEOI”), the Partnership is required to comply with certain provisions of AEOI and may be required to obtain
from the Investor certain identifying information, including, without limitation, name and address, and documentation (including the
appropriate Individual Self-Certification Form or Entity Self-Certification Form and the applicable IRS Form W-8 or W-9), about the Investor
and the Investor’s direct and indirect owners, and whether the Investor or any such owner is a U.S. person or entity, and other
tax-related information and documentation.
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(b)
The Investor acknowledges and agrees that:
(1)
it will provide, in a timely manner, such information regarding the Investor and its beneficial owners and such forms or documentation
as may be requested from time to time by the Partnership (whether by its directors or other agents such as the Administrator) to enable
the Partnership to comply with the requirements and obligations imposed on it pursuant to AEOI, specifically, but not limited to, forms
and documentation which the Partnership may require to determine whether or not the relevant investment is a “Reportable Account”
(under any AEOI regime) and to comply with the relevant due diligence procedures in making such determination;
(2)
any such forms or documentation requested by the Partnership, or its agents pursuant to sub-paragraph (A), or any financial or account
information with respect to the Investor’s investment in the Partnership, may be disclosed to the Cayman Islands Tax Information
Authority (or any other Cayman Islands governmental body which collects information in accordance with AEOI) and any other government
authorities, and to any withholding agent where the provision of that information is required by such agent to avoid the application
of any withholding tax on any payments to the Partnership and/or to comply with AEOI;
(3)
it waives, and/or shall cooperate with the Partnership to obtain a waiver of, the provisions of any law or regulation which (1) prohibit
or inhibit the disclosure by the Partnership or by any of its agents, of the information or documentation requested from the Investor
pursuant to sub-paragraph (A); or (2) prohibit or inhibit the reporting of financial or account information by the Partnership or its
agents required pursuant to AEOI; or (3) otherwise prevent or inhibit compliance by the Partnership with its obligations under AEOI;
(4)
if it provides information and documentation that is in any way misleading, or it fails to provide the Partnership or its agents with
the requested information and documentation, the Partnership reserves the right (whether or not such action or inaction leads to compliance
failures by the Partnership, or a risk of the Partnership or its investors being subject to withholding tax or other costs, debts, expenses,
obligations or liabilities (whether external, or internal, to the Partnership) (together, “costs”) under AEOI) (1)
to take any action and/or pursue all remedies at its disposal including, without limitation, compulsory withdrawal of the Investor from
the Partnership; and (2) to hold back from any repurchase proceeds, dividend payments or any other distributions, or to deduct from the
Investor’s applicable net asset value, any taxes or other costs caused (directly or indirectly) by the Investor’s action
or inaction; and
(5)
it shall have no claim against the Partnership or its agents for any form of damages or liability as a result of actions taken or remedies
pursued by or on behalf of the Partnership in order to comply with AEOI.
(c)
The Investor hereby indemnifies the Partnership, the General Partner and the Administrator, and each of their respective principals,
members, managers, officers, directors, stockholders, employees and agents and holds them harmless from and against any AEOI related
liability, action, proceeding, claim, demand, costs, damages, expenses (including legal expenses), penalties or taxes whatsoever which
the Partnership, the General Partner, the Investment Manager and/or the Administrator may incur as a result of any action or inaction
(directly or indirectly) of the Investor (or any related person) described in Section 2.31. This indemnification shall survive the Investor’s
death or disposition of its Interests.
(d)
The Investor further agrees to waive any foreign law rights that would prevent such AEOI reporting or compliance with AEOI obligations
in general.
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(e)
If the Investor provides information or documentation that is in anyway misleading or inaccurate or if the Investor fails to provide
information or documentation as may be requested from time to time, (whether or not such action or inaction leads to compliance failures
by the Partnership, or a risk of the Partnership or its investors being subject to withholding tax or other penalties), the Partnership
may take any action and/or pursue any remedies available to the Partnership including, without limitation, compulsory withdrawal of the
Investor’s Interests and may deduct from any withdrawal proceeds in respect of the Interests so withdrawn, any liabilities, costs,
expenses or taxes arising (directly or indirectly) from such action or inaction. The Partnership may also be required to treat the Investor’s
interest in the Partnership as a reportable account in order to comply with its AEOI obligations.
(f)
In connection with the foregoing, the Investor hereby indemnifies the Partnership and each Indemnified Person and holds them harmless
from and against any liability, action, proceeding, claim, demand, costs, damages, expenses (including legal expenses) penalties or taxes
whatsoever which an Indemnified Person may suffer or incur as a result of any misleading or inaccurate information or documentation provided
to the Partnership or any action or inaction of the Investor. This indemnification shall survive the Investor’s death or disposition
of its Interests in the Partnership.
(g)
The Investor acknowledges and understands that any Indemnified Person or other identifiable person who is not a party to this Subscription
Agreement may enforce any rights granted to it pursuant to this Subscription Agreement in its own right as if it was a party to this
Subscription Agreement subject to and in accordance with the provisions of the Contracts (Rights of Third Parties) Act, 2014, as amended,
modified, re-enacted or replaced.
(h)
The Investor acknowledges and consents that the Partnership, the Administrator, and/or the Investment Manager may disclose to each other,
to any regulatory body or any other service provider to the Partnership or the Administrator in any jurisdiction, including those outside
of the Cayman Islands, copies of the Investor’s subscription application and any information, certifications or documentation,
including of a confidential nature, provided by the Investor to the Partnership, the Administrator and/or the Investment Manager. Any
such disclosure shall not be treated as a breach of any restriction upon the disclosure of information imposed on such person by law
or otherwise.
3. ANTI-MONEY LAUNDERING
REPRESENTATIONS
3.1
As part of the Partnership’s responsibility for preventing money laundering, the Partnership, the General Partner, the Investment
Manager or their respective affiliates, subsidiaries, agents, or associates may require a detailed verification of the Investor’s
identity and the source of the payment of each capital contribution.
3.2
The General Partner and/or the Investment Manager reserves the right to request such information as is necessary to verify the identity
of the Investor. In the event of delay or failure by the Investor to produce any information required for verification purposes, the
General Partner, in its sole discretion, may refuse to accept the subscription and the subscription monies relating thereto.
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3.3
The Investor understands that the information provided herein will be relied upon by the Partnership for the purpose of determining the
eligibility of the Investor to purchase the Interests. The Investor agrees to provide, if requested, any additional information that
may reasonably be required to determine the eligibility of the Investor to purchase an Interest. The Investor hereby waives any right
of legal action in the event of any loss suffered as a result of any refusal by the Partnership to process a subscription, transfer or
withdrawal of Interests pending receipt of any requested verifications of identity or other information in connection therewith.
3.4
Any information forwarded to the Partnership by the Investor will be treated on a confidential basis except that such information may
be passed on to a relevant third party by the Partnership where so required by law or regulation, or as otherwise in compliance with
the Investment Manager’s privacy policy (a copy of which has been provided to the Investor) and the Investor, by subscribing for
an Interest, shall be deemed to have consented to such release of such confidential information.
3.5
The Investor hereby acknowledges that the Partnership seeks to comply with all applicable laws and regulations concerning money laundering
and related activities. The Investor represents that the amounts it contributes to the Partnership are not and will not be directly or
indirectly derived from activities that may contravene federal, state or international laws and regulations, including anti-money laundering
laws and regulations, and that acceptance by the Partnership of such partnerships will not breach any such laws or regulations. Federal
regulations and Executive Orders administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”)
or any list maintained pursuant to the applicable European Union and/or United Kingdom Regulations (as extended to the Cayman Islands
by statutory instrument) prohibit, among other things, the engagement in transactions with, and the provision of services to, certain
foreign countries, territories, entities and individuals (the lists of OFAC prohibited countries, territories, persons and entities can
be found at http://www.treasury.gov/resource- center/sanctions/Pages/default.aspx). In addition, the programs administered by OFAC (the
“OFAC Programs”) and equivalent programs maintained pursuant to the applicable European Union and/or United Kingdom Regulations
(as extended to the Cayman Islands by statutory instrument) prohibit dealing with individuals or entities in certain countries regardless
of whether such individuals or entities appear on the such lists.
3.6
The Investor hereby represents and warrants that none of (i) the Investor, (ii) any person controlling or controlled by the Investor,
(iii) if the Investor is a privately held entity (including a corporation, limited liability company, trust or partnership), to the best
of the Investor’s knowledge after conducting due diligence, any person having a beneficial interest in the Investor, or (iv) to
the best of the Investor’s knowledge after conducting due diligence, any person for whom the Investor is acting as agent or nominee
in connection with this investment, is (x) a country, territory, individual or entity named on an OFAC list (or such other applicable
lists), or is a person or entity prohibited under the OFAC Programs (or such other applicable programs), or resident in, organized or
chartered under the laws of a jurisdiction that has been designated by the Secretary of the U.S. Treasury Department under Section 311
or 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns, or (y) is a senior foreign political figure,1
any immediate family member2 or close associate3 of a senior foreign political figure as such terms are defined
in the footnotes below. To the extent that the General Partner requests evidence of the Investor’s identity, the Investor agrees
to provide such evidence and will represent and warrant that the information provided is genuine and all related information provided
is accurate.
1
A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative, military
or judicial branches of a non-U.S. government (whether elected or not), a senior official of a major non-U.S. political party, or a senior
executive of a non-U.S. government-owned corporation. In addition, a “senior foreign political figure” includes any corporation,
business or other entity that has been formed by, or for the benefit of, a senior foreign political figure.
2
“Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse,
children and in-laws.
3
A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually
close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial U.S. and
non-U.S. financial transactions on behalf of the senior foreign political figure.
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3.7
If the Investor is investing for its own account, the Investor represents and warrants that: (i) he/she/it is not acting as agent, representative,
intermediary/nominee or in any similar capacity for any other individual or entity, (ii) no other individual or entity will have a beneficial
or economic interest in the Interests for which the Investor hereby subscribes, and (iii) the amounts contributed to the Partnership
by the Investor originated directly from a bank or brokerage account in the name of the Investor. If the Investor is an intermediary
investing in its own name on behalf of other investors, the Investor represents and warrants that: (i) the Investor falls within Section
22(1)(d)(i)-(v) of the Anti-Money Laundering Regulations (As Revised) of the Cayman Islands, as amended and revised from time to time,
(ii) it is in compliance with all applicable laws, rules and regulations, (iii) he/she/it is subscribing for the Interests as a record
owner in its capacity as an agent, representative or nominee on behalf of one or more investors (the “Underlying Investors”)
and agrees that the representations, warranties and covenants made herein are made by it on behalf of itself and the Underlying Investors,
(iv) the amounts contributed to the Partnership with respect to the Underlying Investors originated directly from a bank or brokerage
account in the name of the Underlying Investors, (v) he/she/it has all requisite power and authority from the Underlying Investors to
execute and perform the obligations undertaken herein, (vi) has carried out agreed identification procedures with regard to all Underlying
Investors, and (vii) has established the identity of all Underlying Investors, holds evidence of such identities and will make such information
available to the Partnership upon request. The Investor acknowledges that additional capital contributions by the Investor may be refused
and/or distributions may be delayed if the Partnership reasonably believes it does not have satisfactory evidence of the Underlying Investors’
and the Investor’s identity.
3.8
If the Investor is a non-U.S. banking institution (a “Foreign Bank”) or if the Investor receives deposits from, makes payments
on behalf of, or handles other financial transactions related to a Foreign Bank, the Investor represents and warrants to the Partnership
that (i) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the Foreign Bank is authorized
to conduct banking activities; (ii) the Foreign Bank employs one or more individuals on a full-time basis; (iii) the Foreign Bank maintains
operating records related to its banking activities; (iv) the Foreign Bank is subject to inspection by the banking authority that licensed
the Foreign Bank to conduct banking activities; and (v) the Foreign Bank does not provide banking services to any other Foreign Bank
that does not have a physical presence in any country and that is not a regulated affiliate.
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3.9
The Investor acknowledges that if any of the foregoing representations, warranties or covenants ceases to be true or if the General Partner
no longer reasonably believes that it has satisfactory evidence as to their truth, notwithstanding any other agreement to the contrary,
the General Partner may be required to freeze the Investor’s investment in the Partnership, either by prohibiting additional capital
contributions and/or segregating the assets constituting the investment in accordance with applicable regulations, or the Investor’s
investment may immediately be involuntarily withdrawn by the Partnership. In the event that the Partnership is required to take any of
the foregoing actions, the Investor understands and agrees that it shall have no claim against the Partnership, the General Partner or
any of their respective affiliates, directors, members, partners, shareholders, officers, employees and agents for any form of damages
as a result of any of the aforementioned actions.
3.10
The Investor understands and agrees that any distributions paid to it will be paid to the same account from which the Investor’s
initial investment in the Partnership was originally remitted, unless the General Partner, in its sole discretion, agrees otherwise.
3.11
The Investor understands that the Partnership or the General Partner may release confidential information about the Investor and, if
applicable, any underlying beneficial owners, to proper authorities if required by law or if the General Partner, in its sole discretion,
determines that it is in the best interests of the Partnership in light of relevant rules and regulations under the laws set forth above.
3.12
The Investor will, upon request by or on behalf of the General Partner or the Partnership, provide such information and supporting documentation
as is required in respect of itself, its owners and/or controllers to satisfy the requirements, present or future, of the Beneficial
Ownership Transparency Act, 2023 (as amended) and the associated regulations and to update such information and supporting documentation
should any relevant change occur thereto, and consents to the disclosure by the General Partner or the Partnership of any information
about it or about any beneficial owner to any relevant regulators and others upon request in connection with anti-money laundering compliance
and related matters both in the Cayman Islands and in other jurisdictions.
3.13
If the Investor is a financial institution (as defined under the USA PATRIOT Act), the Investor represents that it has an appropriate
anti-money laundering program that complies with all applicable laws, rules and regulations and has obtained appropriate background information
regarding all of the officers, managers, directors, trustees and beneficial owners of the Investor.
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4. POWER OF ATTORNEY
FOR ALL INVESTORS IN THE PARTNERSHIP
The
Investor hereby appoints each of Sentinel Strategic Holdings GP Ltd. and any other general partner of the Partnership as the Investor’s
true and lawful representative and attorney-in-fact, with full power of substitution and resubstitution and in the Investor’s name,
place and stead, to make, execute, acknowledge, record and file all documents necessary to carry out the intention and purpose of the
Partnership Agreement, including, without limitation: (i) the Partnership Agreement, as well as any amendments and/or restatements of
the Partnership Agreement, on behalf of the Investor (ii) all documents required to reflect the exercise by the General Partner of any
of the powers granted to it under the Partnership Agreement, (iii) all other instruments, documents and certificates which may be required
by the laws of any jurisdiction in that the Partnership does business, or any political subdivision or agency thereof, to effectuate,
implement or continue the valid and subsisting existence of the Partnership, and (iv) any other documents as shall be necessary or appropriate
to create, operate, dissolve or liquidate the Partnership and/or any AIVs or Parallel Funds (as applicable), in accordance with the terms
of the Partnership Agreement and this Subscription Agreement. This power of attorney, given to secure obligations owed to the donee of
the power, is irrevocable, and shall survive the death or legal incapacity of the Investor.
5. WITHHOLDING
FORMS
The
Investor represents, warrants and agrees (for the benefit of the Partnership and of any person who participated in the offer or sale
of its Interests) that it has provided a complete and duly executed IRS Form W-8BEN, W-8BEN-E, W-8IMY, W-8EXP or W-8ECI (each, a foreign
person certificate) or W-9 (a U.S. person certificate), as appropriate, and shall cooperate with the General Partner upon its request
in order to maintain appropriate records and provide for withholding amounts, if any, relating to the Investor’s Interests and,
further, in the event that the Investor fails to provide such information regarding U.S. tax withholding, the General Partner, the Partnership,
the Investment Manager and their respective direct or indirect partners, members, managers, officers, directors, employees, agents, service
providers and their affiliates shall have no obligation or liability to the Investor with respect to any U.S. tax matters or obligations
which may be assessed against the Investor or its beneficial owners. The Investor further represents, warrants and agrees that it will
notify the Partnership within sixty (60) days of a change to its status as a “United States person” (as defined in Section
7701(a)(30) of the Code), or non-United States person and will provide updated IRS Tax Forms upon the General Partner’s request.
The Investor expressly acknowledges that such tax forms and withholding information may be provided to any withholding agent that has
control, receipt or custody of the income of which the Investor is the beneficial owner or any withholding agent that can disburse or
make payments of the income of which the Investor is the beneficial owner.
6. INDEMNIFICATION
The
Investor acknowledges that he, she or it understands the meaning and legal consequences of the representations and warranties contained
in this Subscription Agreement (including the Attachments hereto), and hereby agrees to indemnify and hold harmless the Partnership,
the General Partner, each of their respective affiliates, and each other person, if any, who controls, is controlled by, or is under
common control with any of the foregoing, within the meaning of Section 15 of the Securities Act from and against any and all loss, claim,
damage, liability or expense whatsoever due to or arising out of or based upon (i) any false or misleading representation or warranty
made by the Investor, or breach or failure by the Investor to comply with any covenant or agreement made by the Investor in this Subscription
Agreement or in any other document furnished by the Investor to any of the foregoing in connection with this transaction, or (ii) any
action for securities law violations instituted by the Investor that is finally resolved by judgment against the Investor.
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7. MISCELLANEOUS
7.1
The Investor represents and warrants that the information provided in this Subscription Agreement and the Attachments hereto is true,
accurate and complete and may be relied upon by the Partnership, General Partner and their respective affiliates for any purpose, including
the establishment of investor-related facts underlying claims of exemption from the registration provisions of federal and state securities
laws. The Investor and the Investor’s fiduciaries, if any, agree to indemnify and hold the Partnership, the General Partner and
their respective controlling persons, officers, directors, partners and employees, free and harmless from and in respect of any and all
claims, actions, demands, causes of action and expenses whatsoever arising from the breach or alleged breach of any of the representations
and warranties made in the preceding sentence or elsewhere in this Subscription Agreement.
7.2
Instructions. The Partnership and the General Partner are each hereby authorized and instructed to accept and execute any instructions
in respect of the Interests to which this Subscription Agreement relates given by the Investor in written form or by facsimile or other
form of electronic transmission (collectively, “Electronic Instructions”). If Electronic Instructions are given by
the Investor, the Investor undertakes to keep each Indemnified Person indemnified and held harmless against any loss of any nature whatsoever
incurred by such Indemnified Person as a result of any of them acting upon Electronic Instructions. The Partnership and the General Partner
may rely conclusively upon and shall incur no liability in respect of any action taken upon any notice, consent, request, instructions
or other instrument believed in good faith to be genuine or to be signed by properly authorized persons.
7.3
If the Investor elects at any time to provide an Electronic Instruction to the Partnership or the General Partner on its behalf (including
Electronic Instructions relating to subscription, redemption/withdrawal, transfer, contact updates or otherwise) using electronic or
digital signature technology (“E-signature”), whether it is a computer-generated signature, an electronic copy of the Investor’s
true ink signature or otherwise, the Investor authorizes and instructs the Partnership, the General Partner and its agents to accept
and execute any and all such Electronic Instructions which are provided using an E-signature. The Investor acknowledges and agrees that
any Electronic Instruction provided to the Partnership or the General Partner on its behalf using an E-signature shall be treated by
the Partnership and the General Partner as valid and binding as the Investor’s true ink signature. If Electronic Instructions are
provided by the Investor at any time using an E-signature, the Investor agrees to keep each of the Partnership and the General Partner
indemnified against any loss of any nature whatsoever arising to any of them as a result of any of them acting upon Electronic Instructions
provided using an E-signature. The Investor acknowledges and agrees that the Partnership, the General Partner and its agents may rely
conclusively upon and shall incur no liability whatsoever including, without limitation, any losses (whether direct, indirect, consequential,
in contract, tort, or otherwise) arising in respect of any action taken or omitted to be taken upon any Electronic Instructions provided
using an E-signature believed in good faith to be genuine or to be signed by properly authorized persons on behalf of the Investor. The
foregoing shall not obligate the Partnership or the General Partner to process Electronic Instructions executed by E-signature. The Partnership
and the General Partner may decline to act on any E-signature Electronic Instruction in their absolute discretion, and intend to do so
particularly in circumstances where the Partnership or the General Partner are unable to verify whether an Electronic Instruction has
been provided by a party authorized to give Electronic Instructions on behalf of the Investor. If any Electronic Instruction is submitted
by the Investor and not acknowledged by the Partnership or General Partner, it is the Investor’s obligation to contact the Partnership
or the General Partner to confirm receipt.
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7.4
The General Partner or its designee may request from the Investor from time to time such additional information as it may deem necessary
in connection with this Subscription Agreement, including, without limitation, (i) to evaluate the eligibility of the Investor to acquire
the Interests, (ii) to determine the eligibility of the Investor to hold the Interests, (iii) to enable it to determine the Partnership’s
compliance with applicable regulatory requirements or tax status, and (iv) to enable it to comply with the requirements of applicable
anti-money laundering rules and regulations; and the Investor shall provide such information as may reasonably be requested. The Investor
agrees to notify the General Partner promptly if there is any change with respect to any of the foregoing information or representations
and to provide the General Partner with such further information as the General Partner may reasonably require. In addition, the Investor
agrees that if the Investor increases its Capital Commitment, the Investor shall be deemed to have reaffirmed, as of the date of such
increase of its Capital Commitment, each and every representation made by the Investor in this Subscription Agreement or any other instrument
provided by the Investor to the General Partner in connection therewith, except to the extent modified in writing by the Investor and
consented to by the General Partner.
7.5
Data Protection.
(a)
Personal data must be supplied by the Investor to the Partnership, its affiliates and delegates, including but not limited to
the Administrator, in order for an investment in the Partnership to be made and for the investment in the Partnership to continue. Certain
personal data must also be supplied to enable the investment to be redeemed. If the required personal data is not provided, the Investor
will not be able to invest in the Partnership.
(b)
The Partnership’s privacy notice appended hereto provides information on the Partnership’s use of personal data in accordance
with the Cayman Islands Data Protection Act (As Revised) and the Cayman Islands Date Protection Regulations (As Revised) (together, the
“Privacy Rules”) and, in respect of EU data subjects, the EU General Data Protection Regulation (together with the Privacy
Rules, the “Data Protection Legislation”).
(c)
The Investor acknowledges receipt of the Partnership’s privacy notice and agrees to promptly provide the privacy notice (or any
updated version thereof as may be provided from time to time) to each individual (such as any individual directors, shareholders, beneficial
owners, authorized signatories, trustees or others) whose personal data the Investor provides to the Partnership or any of its affiliates
or delegates, including but not limited to the Administrator.
(d)
The Investor represents and warrants that all personal data provided to the Partnership, its affiliates and delegates, including but
not limited to the Administrator, by or on behalf of the Investor is provided in accordance with applicable laws and regulations, including,
without limitation, those relating to privacy or the use of personal data. The Investor shall ensure that any personal data that the
Investor provides to the Partnership or its delegates (including, without limitation, the Administrator) is accurate and up to date,
and the Investor shall promptly notify the Administrator if the Investor becomes aware that any such data is no longer accurate or up
to date.
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(e)
The personal data may be collected directly from the Investor, through the Administrator, including the Administrator’s employees,
affiliates, agents or contractors, through the Investor’s agent (including the Investor’s financial adviser) or any other
third party who communicates with the Partnership on the Investor’s behalf.
(f)
The Partnership, the General Partner, the Investment Manager, and the Administrator may use the personal data for such purposes as are
necessary in relation to the provision, administration or management of the services for which the Investor is currently applying. This
may include, without limitation, processing the personal data for the purposes of providing administrative services in connection with
the Investor’s investment, preventing fraud, carrying out money laundering checks or conflict checks, complying with any legal
regulations and reporting to and auditing by national and international regulatory bodies (collectively, the “Services”).
(g)
The Partnership, the General Partner, the Investment Manager and/or the Administrator may retain, disclose or transfer the personal data
internationally both to other offices of the Administrator, its employees, affiliates, agents or contractors for the purposes described
above, including to countries outside the U.S., European Economic Area or the Cayman Islands which may not provide similar level of data
protection to that of the U.S., the Cayman Islands, or countries within the European Economic Area. Agreement to this Section 7.5 shall
constitute notification and (where applicable) consent to such transfers.
(h)
In order to provide the Investor with the Services, the Partnership and/or the General Partner will disclose the personal data to its
associated or affiliated companies, the Investment Manager, the Administrator, the Investor’s financial adviser and other third
parties who will process the personal data on the Partnership’s behalf for the purposes and in the manner set out in this Section
7.5.
(i)
This Section 7.5 and the disclosure of personal data by the Investor is understood by the Investor and the Partnership as constituting
consent so that the Partnership, the General Partner, the Investment Manager, the Administrator and/or their respective employees, affiliates,
agents or contractors may process the personal data on the terms set out in this clause.
7.6
Notwithstanding any of the representations, warranties, acknowledgments or agreements made herein by the Investor, the Investor does
not hereby, thereby or in any other manner waive any rights granted to the Investor under federal or state laws.
7.7
The Investor agrees not to transfer or assign this Subscription Agreement, nor any of his, her or its Interests herein, and further agrees
that the assignment and transferability of the Interests acquired pursuant hereto shall be made only in accordance with the Partnership
Agreement.
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7.8
The Investor agrees not to cancel, terminate or revoke this Subscription Agreement or any agreement made by him, her or it hereunder
and further agrees that this Subscription Agreement shall survive the death, disability or dissolution of the Investor, as the case may
be. This Subscription Agreement (i) shall be binding upon the Investor and the heirs, legal representatives, successors, and permitted
assigns of the Investor and shall inure to the benefit of the Partnership and its successors and assigns, (ii) shall survive the acceptance
of the Investor as a member of the Partnership, and (iii) shall, if the Investor consists of more than one person, be the joint and several
obligation of each of such person.
7.9
The Investor understands and agrees that the General Partner and the Partnership may disclose the intended Capital Commitment to other
prospective investors in the Partnership.
7.10
The Investor acknowledges and agrees that the Partnership and/or the General Partner, subject to applicable law, will provide to the
Investor (or the Investor’s designated agents) statements, reports, financial statements and other notices or communications relating
to the Partnership and/or the Investor’s investment in the Partnership in electronic format to the email address set forth in the
Investor’s signature page below. The Investor acknowledges that emails from the Partnership, the General Partner and/or the General
Partner may be accessed by recipients other than the Investor and may be interfered with, may contain computer viruses or other defects
and may not be successfully replicated on other systems. The Partnership, the General Partner and/or the General Partner each give no
warranties in relation to these matters. The Investor understands that if it has any doubts about the authenticity of an email purportedly
sent by the Partnership, and/or the General Partner, the Investor should contact the purported sender immediately. All notices or other
communications given or made hereunder to the Partnership or the General Partner shall be in writing and shall be emailed to: [REDACTED].
7.11
Such address may be changed from time to time by a notice given in accordance with the provisions hereof.
7.12
The Investor acknowledges receipt of the Partnership’s privacy notice attached hereto which explains the manner in which the Partnership
will collect and maintain non-public personal information about the Investor (the “Cayman Privacy Notice”) and consents to
its non-public personal data being disclosed to, held, processed and transferred by the Partnership and any Data Processor (as defined
under the Privacy Rules and any regulations or orders promulgated pursuant thereto) as set out in the Cayman Privacy Notice. The Investor
shall promptly provide the Cayman Privacy Notice to (i) each individual whose non-public personal data the Investor has provided or will
provide to the Partnership or any of its service providers, affiliates or delegates in connection with the Investor’s investment
in the Partnership and (ii) any other individual connected to the Investor as may be required by the Partnership or any of its service
providers, affiliates or delegates. The Investor shall also promptly provide to any such individual, on request by Partnership or any
of its service providers, affiliates or delegates, any updated versions of the Cayman Privacy Notice. The Investor acknowledges and agrees
(and warrants that any individual on whose behalf it is making a subscription acknowledges and agrees) that in the course of the processing
of personal data such personal data may be transferred, to the extent permissible under the Privacy Rules, to data processors and data
controllers situated or operating in countries outside of the Cayman Islands and that such countries may not have data protection laws
equivalent to those in the Cayman Islands.
20
7.13
If the Investor is acting as trustee, agent, representative or nominee for another investor (a “Beneficial Owner”), the Investor
understands and acknowledges that the representations, warranties and agreements made herein are made by the Investor (a) with respect
to the Investor and (b) with respect to the Beneficial Owner. The Investor further represents and warrants that it has all requisite
power and authority from said Beneficial Owner to execute and perform the obligations under this Subscription Agreement. The Investor
also agrees to indemnify the Partnership, the General Partner and their directors, members, partners, officers and agents for any and
all costs, fees and expenses (including legal fees and disbursements) in connection with any damages resulting from the Investor’s
misrepresentation or misstatement contained herein, or the assertion of the Investor’s lack of proper authorization from the Beneficial
Owner to enter into this Subscription Agreement or perform the obligations hereof.
7.14
This Subscription Agreement shall be construed in accordance with and governed by the laws of the Cayman Islands without regard to its
conflicts of law rules, notwithstanding the place where this Subscription Agreement may be executed by any party.
7.15
To the fullest extent permitted by applicable law, any action or proceeding brought by the Investor against the General Partner (or direct
or indirect owners, officers, directors, managers or employees in their capacity as such, or in any related capacity) or the Partnership,
or relating in any way to this Subscription Agreement, the Partnership Agreement or the Memorandum, shall be brought and enforced in
the courts of the Cayman Islands or (to the fullest extent subject-matter jurisdiction exists therefore) and, to the extent permitted
by applicable law, the Investor irrevocably submits to the non-exclusive jurisdiction of the courts of the Cayman Islands in respect
of any action or proceeding between it and the General Partner (or direct or indirect owners, officers, directors, managers or employees
in their capacity as such, or in any related capacity) or the Partnership, or relating in any way to this Subscription Agreement, the
Partnership Agreement or the Memorandum. The Investor irrevocably waives, to the fullest extent permitted by applicable law, any objection
that it may now or hereafter have to the laying of venue of any such action or proceeding in the courts of the Cayman Islands and any
claim that any such action or proceeding brought in the courts of the Cayman Islands has been brought in an inconvenient forum. THE INVESTOR
AND THE GENERAL PARTNER, ON BEHALF OF ITSELF AND THE PARTNERSHIP, IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY ACTION OR PROCEEDING BY OR AGAINST THE GENERAL PARTNER (OR DIRECT OR INDIRECT OWNERS,
OFFICERS, DIRECTORS, MANAGERS OR EMPLOYEES IN THEIR CAPACITY AS SUCH, OR IN ANY RELATED CAPACITY) OR THE PARTNERSHIP, OR IN ANY WAY RELATING
TO THIS SUBSCRIPTION AGREEMENT, THE PARTNERSHIP AGREEMENT OR PRIVATE PLACEMENT MATERIALS.
7.16
This Subscription Agreement, including the Attachments and Exhibits hereto and any side letter or similar agreement entered into by the
Investor, the Partnership, the General Partner and/or the Investment Manager in connection with the Investor’s subscription for
Interests (a “Supplementary Agreement”) constitutes the entire agreement between the parties hereto with respect to the subject
matter hereof and may be amended only in writing, executed by all parties hereto. This Subscription Agreement and any Supplementary Agreement
supersedes any prior or contemporaneous agreements, arrangements and understandings, written or oral, between the parties regarding the
same. This Subscription Agreement may be amended only in writing, executed by the Investor and the Partnership. Article titles or headings
to sections are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation
hereof.
21
7.17
The Investor acknowledges and agrees that any notations, alterations, strike-outs, addenda, inserts or verbiage purporting to amend the
terms of this Subscription Agreement shall not be effective unless explicitly agreed to by the Partnership or its agents. Absent explicit
agreement, the issuance of a trade confirmation or contract note shall not be construed as the Partnership’s acceptance or agreement
to any such purported amendments.
7.18
If any provision of this Subscription Agreement is invalid or unenforceable under any applicable law, then such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such applicable law. Any provision
hereof which may be held invalid or unenforceable under any applicable law shall not affect the validity or enforceability of any other
provisions hereof, and to this extent the provisions hereof, shall be severable.
7.19
A person who is not a party to this Subscription Agreement may not, in its own right or otherwise, enforce any term of this Subscription
Agreement except that each Indemnified Party and each other identifiable person who is not a party to this Subscription Agreement (each,
a “Beneficiary”) may in its own right enforce directly its respective rights pursuant to each of the relevant provisions
of this Subscription Agreement (where it has been granted rights) as if it was a party to this Subscription Agreement subject to and
in accordance with the provisions of the Contracts (Rights of Third Parties) Act (as amended) of the Cayman Islands. Notwithstanding
any other term of this Subscription Agreement, the consent of any person who is not a party to this Subscription Agreement (including
without limitation any Beneficiary) is not required for any amendment to, or variation, release, rescission, assignment, novation, settlement
under or the termination of this Subscription Agreement.
7.20
This Subscription Agreement (including any non-contractual obligations or liabilities arising out of it or in connection with it) shall
be governed by and construed in accordance with the laws of the Cayman Islands and Section 22.20 of the Partnership Agreement is hereby
incorporated mutatis mutandis.
7.21
This Subscription Agreement will not be binding on the Partnership until it is agreed to and accepted by the General Partner on behalf
of the Partnership.
IN
WITNESS WHEREOF, the undersigned has executed this Subscription Agreement as of the date referenced below on the applicable signature
page.
[Signature
pages and certain schedules and similar attachments have been omitted.]
22
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