Exhibit
10.6


 


PRESTIGE
GLOBAL FUND SPC

 


INVESTMENT
ADVISOR

PRESTIGE ASSET MANAGEMENT LIMITED


(Securities
& Futures Commission of Hong Kong licence: BHS708)


 


SUBSCRIPTION
AGREEMENT INSTRUCTIONS


 


Prestige
Global Fund SPC (the “Fund”) is offering the Participating Shares, as specified in the subscription below. Subscribers
should carefully review the current private placement memorandum of the Fund and any supplements of each Portfolio thereto as
supplied by the Manager (together, the “Private Placement Memorandum”) and the most recent annual report and audited
accounts (where applicable), before subscribing for Participating Shares.


 


Investment
in the Fund is intended for investors that are not U.S. Persons (as defined in the Private Placement Memorandum)


 


Capitalised
terms used herein without definition have the same meanings given to them in the Private Placement Memorandum.


 


		1.	Subscription
                                         Procedure:



 


		(a)	In
                                         order to subscribe for Participating Shares, each subscriber should:



 


		(i)	complete
                                         and sign the attached Subscription Agreement. If the subscribers are joint subscribers,
                                         each subscriber should sign the Subscription Agreement;



 


		(ii)	complete
                                         and sign the appropriate IRS Form(s) in accordance with the instructions accompanying
                                         the applicable Form. Please refer to ANNEX A;



 


		(iii)	complete
                                         and sign the appropriate all the Appendix inside this form as provided by the
                                         Manager;



 


The
completed forms and the verification documents in ANNEX B should then be returned to Prestige Asset Management Limited
(“Advisor”) at the address set out in section 4 below.


 


		(b)	During
                                         the Initial Offer Period, applicants should send completed Subscription Agreements, together
                                         with any supporting documents, to Advisor prior to 5.00 p.m. (Hong Kong time) on the
                                         Business Day which is ten (10) Business Days before the last Business Day of the Initial
                                         Offer Period. Subscription Agreements may be sent by facsimile transmission to the facsimile
                                         number or by email to the email address stated below promptly, provided that the original
                                         Subscription Agreement is forwarded to the Advisor forthwith. None of the Directors,
                                         the Fund or the Advisor accept any responsibility for any loss arising from the non-receipt
                                         or illegibility of any Subscription Agreement sent by facsimile or email, or for any
                                         loss caused by or as a result of any action taken in connection with facsimile or email
                                         instructions believed in good faith to have originated from properly authorised persons.
                                         Once a completed Subscription Agreement has been received by the Advisor it is irrevocable.
                                         Subscription received late or late cleared funds may be held over until the first Subscription
                                         Day and Participating Shares, if issued, will then be issued at the Subscription Price
                                         applicable on that day, although the Advisor may, under direction from the Investment
                                         Advisor, allow late cleared funds.



 


		(c)	After
                                         the close of the Initial Offer Period, new applicants for Participating Shares and Shareholders
                                         wishing to apply for additional Participating Shares must send their completed Subscription
                                         Agreements, together with any supporting documents to the Advisor prior to 5.00 p.m.
                                         (Hong Kong time) on the Business Day which is ten (10) Business Days before the applicable
                                         Subscription Day. Subscription Agreements may be sent by facsimile transmission to the
                                         facsimile number and by email to the email address stated below promptly, provided that
                                         the original Subscription Agreement is forwarded to the Advisor forthwith. None of the
                                         Directors, the Fund or the Advisor accept any responsibility for any loss arising from
                                         the non-receipt or illegibility of any Subscription Agreement sent by facsimile or email,
                                         or for any loss caused by or as a result of any action taken in connection with facsimile
                                         or email instructions believed in good faith to have originated from properly authorised
                                         persons. Once a completed Subscription Agreement has been received by the Advisor it
                                         is irrevocable. Subscription received late or late cleared funds may be held over until
                                         the next Subscription Day and Participating Shares, if issued will then be issued at
                                         the Subscription Price applicable on that day, although the Advisor may, under direction
                                         from the Directors, allow subscriptions on less than three Business Days’ notice
                                         or late cleared funds.



 



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		(d)	The
                                         Fund may reject any application in whole or in part and without giving any reason for
                                         doing so. If an application is rejected, the subscription monies paid, or the balance
                                         thereof in the case of a partial rejection, will be returned (without interest) as soon
                                         as practicable to the account from which the subscription monies were originally remitted.
                                         Any costs incurred in returning the subscription monies will be borne by the subscriber.



 


		(e)	The
                                         Fund is not responsible for the transmission of Subscription Agreements to the Advisor.
                                         All subscriptions are subject to acceptance by the Fund. Unless otherwise directed by
                                         the Directors, Subscription Agreements are irrevocable.



 


		(f)	The
                                         Participating Shares is subject to a subscription fee (the “Subscription Fee”).
                                         The Subscription Fee of each Class of Participating Shares is as specified in the relevant
                                         Appendix of the Supplement and must be paid within thirty (30) Business Day from the
                                         date of signing of the Subscription Agreement. The total subscription monies to be paid
                                         by a subscriber will equal the subscription amount plus the Subscription Fee. The Subscription
                                         Fee is paid to the Fund for the account of the Manager and is non-refundable. If timely
                                         payment is not made, a subscription may lapse and be cancelled. In such circumstances,
                                         the Company has the right to bring an action against the defaulting subscriber to obtain
                                         compensation for any loss directly or indirectly resulting from the failure by the subscriber
                                         to make good settlement by the settlement date. The Subscription Fee received by the
                                         Fund will not be refunded to the subscriber and the Manager will have the right to retain
                                         the Subscription Fee and to dispose or use it at its own will.



 


		(g)	Participating
                                         Shares will be issued in registered form. Certificates will generally not be issued nor
                                         will any other documentation be issued, other than confirmation notices. Unless the Fund
                                         directs otherwise, contract notes will include an investor identification number and
                                         details of the Participating Shares that have been allotted. Contract notes will be sent
                                         to investors only after approval of their Subscription Agreement. Fractions of Participating
                                         Shares purchased will be issued to three decimal places.



 


		2.	Payment
                                         Procedure:



 


		(a)	Full
                                         payment for Participating Shares subscribed for during the Initial Offer Period is due
                                         in cash (or by transfer of assets, if applicable) by 5.00 p.m. (Hong Kong time) on a
                                         day not less than five (5) Business Day of such Initial Offer Period.



 


		(b)	Full
                                         payment for Participating Shares subscribed for after the Initial Offer Period is due
                                         in cash (or by transfer of assets, if applicable) prior to 5.00 p.m. (Hong Kong time)
                                         on a day not less than five (5) Business Days (inclusive of the day when payment is received)
                                         prior to the Subscription Day on which the subscription is desired to be effected.



 


Payment
for the purchase price for the Participating Shares of the Portfolios must be made in cash and is payable in U.S. Dollars by electronic
transfer in immediately available funds (net of bank charges) to the relevant bank account set forth below. All subscription monies
must originate from an account held in the name of the applicant. No third party payment will be permitted. In the event that
subscription monies are received in any currency other than the relevant Dealing Currency, conversion into the relevant Dealing
Currency will be arranged by the Company at the risk and expense of the subscriber. Any bank charges incurred in respect of electronic
transfers will be deducted from the subscription monies and only the net amount will be invested in Participating Shares. Cheques
will not be accepted by the Advisor.


 


Where
monies are received prior to the dates outlined above, interest accrued will be for the benefit of the relevant Portfolio. Any
bank charges in respect of wire transfers will be deducted from subscriptions and only the net amount will be invested in Participating
Shares.


 


		3.	Subscription
                                         Account Details: (for settlement of purchase of Participating Shares)



 


Subscriptions
are to be made only by wire transfer. Cheques will not be accepted. In the event that subscription monies are received in any
currency other than U.S. Dollars, conversion into U.S. Dollars as required will be arranged by the Advisor at the risk and expenses
of the applicant. Any bank charges in respect of electronic transfers will be deducted from subscriptions and the net amount only
invested in shares.


 


For
the subscriptions in USD, please refer to the bank account details below:


 


	 	Bank
    Details:	 	 
	 	 	 	 
	 	Bank
    Account Name:	Prestige
    Global Fund SPC – Prestige Quantitative Opportunities Fund I SP 
	 	 	 
	 	Bank
    Account No./ IBAN:	7883741350
	 	 	 
	 	Name
    of Bank:	DBS
    Bank (Hong Kong) Limited
	 	 	 
	 	SWIFT
    Code/ ABA No.:	DHBKHKHH
	 	 	 
	 	Bank
    Address:	73rd
    Floor, The Center, 99 Queen’s Road Central, Central, Hong Kong


 



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		4.	Delivery
                                         of Completed Forms:



 


Completed
Subscription Agreements, IRS Forms and verification documents should be sent to the address below:


 


Prestige
Asset Management Limited


Suite
5102, Cheung Kong Center


2
Queen’s Road


Central,
Hong Kong


 


Attn:
Andrew Leung


 


		5.	Redemptions



 


Subject
to any applicable restrictions as set out under “Redemption and Transfer” and “Net Asset Value – Suspensions”
in the Private Placement Memorandum and the relevant Supplement for the particular Portfolio, Participating Shares may be redeemed
at the option of the Shareholder on any Redemption Day using the prescribed form as the Directors may determine from time to time.
A Shareholder wishing to redeem its Participating Shares must send a completed Redemption Notice to the Advisor at the address
specified in the Redemption Notice. The completed Redemption Notice must be received by no later than 5:00 p.m. (Hong Kong time)
on the day specified in the relevant Redemption Notice (or such shorter period as the Directors may permit, either generally or
in any particular case) before the relevant Redemption Day. Unless the Directors agree otherwise, any Redemption Notice received
after this time will be held over and dealt with on the next relevant Redemption Day.


 


Redemption
Notices may be submitted to the Advisor by fax to the facsimile number stated above or by email to the email address stated above
provided that, (i) the original signed redemption request is received by the Advisor prior to the Redemption Day; and (ii) the
Shareholder receives written confirmation from the Advisor that the faxed or emailed redemption request has been received. The
Advisor will confirm in writing within five Business Days of receipt all faxed or emailed redemption requests which are received
in good order. Investors failing to receive such written confirmation from the Advisor within five Business Days should contact
the Advisor to obtain the same. Failure to obtain such written confirmation will render faxed or emailed instructions void.
Once a Redemption Notice has been received by the Advisor it may not be revoked by the Shareholder unless redemptions
have been suspended in the circumstances set out under the heading “Net Asset Value - Suspensions” in the Private
Placement Memorandum or the Directors otherwise agree.


 


The
failure of any Shareholder to provide certain anti-money laundering information requested by the Fund, the Manager, the Investment
Advisor or the Administrator may, unless the Fund or the Administrator agree otherwise, prevent or delay the payment of redemption
proceeds. Each Shareholder acknowledges that the Administrator, the Fund, the Manager and the Investment Advisor shall be held
harmless against any loss arising as a result of a failure to process such Shareholder’s request to redeem if such information
as requested by the Fund, the Manager, the Investment Advisor or the Administrator have not been provided on a timely basis.


 


None
of the Fund, the Directors, the Manager, the Investment Advisor, the Administrator accept any responsibility for any loss arising
from the non-receipt or illegibility of any Redemption Notice sent by facsimile or email, or for any loss caused by or as a result
of any action taken in connection with facsimile or email instructions believed in good faith to have originated from properly
authorised persons. Where a redemption request is sent by facsimile transmission or by email, the Fund will not release the redemption
proceeds to the redeeming Shareholders until such time as both the original redemption request and the Subscription Agreement
are received by the Administrator.


 


		6.	Transfers



 


Participating
Shares may not be transferred without the prior written consent of the Directors, which consent may be withheld by the Directors
in their absolute discretion. The transferor will be required to complete and lodge with the Administrator an instrument of transfer
and the transferee will be required to complete and lodge an Subscription Agreement with the Administrator before the transfer
takes effect, which will contain various representations and warranties.


 


Prospective
transferees of Participating Shares will be asked to provide satisfactory evidence of identity and source of funds within such
reasonable time as the Fund, the Administrator or the Manager may determine in compliance with applicable anti-money laundering
laws and regulations.


******





 



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PRESTIGE
GLOBAL FUND SPC


SUBSCRIPTION
AGREEMENT 


 


The
undersigned subscriber hereby subscribes for, and offers to purchase, such number of participating non-voting redeemable shares
in the capital of Prestige Global Fund SPC (the “Fund”) of US$0.01 nominal value (“Participating Shares”),
as may be acquired for the subscription amount specified below upon the terms of the current Private Placement Memorandum and
any supplements thereto (the “Subscription”). The subscriber may select the Participating Shares of the Portfolio
most appropriate to his/her investment needs. The subscriber also agrees to the terms of subscription set out below which form
part of this Subscription Agreement.


 





	A.    SUBSCRIBER
    INFORMATION	(PLEASE
    USE BLOCK CAPITALS)
	 	 
	APPLICANT
	 	 
	1.     Title (Mr/Mrs/Miss/Ms/Other):	 
	 	 
	2.     Family Name:	 
	 	 
	3.     Given Name(s) (in
    full):	 
	 	 
	4.     Residential Address:	 
	 	 
	 	 
	 	 
	5.    
    Telephone Number:	 
	6.    
    Fax Number:	 
	7.    
    E-mail Address:	 
	8.    
    Nationality:	 
	9.    
    Occupation: 	 
	10.   Occupation
    Industry:	 
	11.   
    Source of Funds:	Investment
    Reserve/ Generated from sale of property or business/ Other *(delete as applicable)
	         If
    Other, please specify:	 
	
	 
	JOINT APPLICANT	 
	 	 
	1.     Title (Mr/Mrs/Miss/Ms/Other):	 
	 	 
	2.     Family Name:	 
	 	 
	3.     Given Name(s) (in
    full):	 
	 	 
	4.     Residential Address:	 
	 	 
	 	 
	 	 
	5.    
    Telephone Number:	 



 



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	6.    
    Fax Number:	 
	7.    
    E-mail Address:	 
	8.    
    Nationality:	 
	9.    
    Occupation:	 
	10.   Occupation
    Industry:	 
	11.   
    Source of Funds:	Investment
    Reserve/ Generated from sale of property or business/ Other *(delete as applicable)
	         If
    Other, please specify:	 
	 	 
	ENTITY	(PO Boxes are not
    accepted for registration purposes)
	 	 
	1.     Name of Applicant*:	 
	 	 
	2.     Registered Office:	 
	 	 
	 	 
	 	 
	3.     Telephone Number:	 
	4.    
    Fax Number:	 
	5.    
    E-mail Address:	 
	6.    
    Nature of Business**:	 
	7.    
    Incorporation No./Business No.:	 
	8.    
    Date of Incorporation:	 
	9.    
    Place of Incorporation:	 
	10.   Place
    of Business:	 
	11.   Name
    of Beneficial Owner(s) (if subscriber is a nominee):	 
	12.   
    Source of Funds:	Private
    Funds / Investment Funds / Other *(delete as applicable)
	 If Other,
    please specify:	 
	 	 
	13.   
    Please declare whether the investment is made for the company’s own account and not on behalf of any other party.


 



☐
Yes


☐
No


 


If
not, please provide us the full name and identity information of the individual or entity your company is acting for:


 


 






 


Note:
If the applicant is acting as a trustee, please give *the name of the trustee and the trust and **a description of the nature
of the trust.


 


Correspondence
details: If you wish correspondence to be sent to an address other than the address above, please provide details below.


 


	14.   
    Name:	 
	15.   
    Address:	 
	 	 



 



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	16.   
    Telephone No.: 	 
	17.   
    Fax No.:	 
	18.   
    E-mail:	 


 


 


	B.SUBSCRIPTION,
    DIVIDEND AND BANK ACCOUNT DETAILS


 





	Participating
    Shares:  	 	Subscription
    Amount (US$):	 	Share
    Class:
	Prestige Quantitative Opportunities Fund I SP
    	 	 	 	 
	Prestige Quantitative Opportunities Fund II
    SP 	 	 	 	 
	Prestige Quantitative Opportunities Fund III
    SP 	 	 	 	 


 


	Account
        Details:
	Please
        ensure that this is the same account that subscription monies are paid from. This account will be used to return
        any redemption proceeds and any dividend income (if applicable). The Advisor may request details of any relevant corresponding
        bank prior to making such payments. The subscriber undertakes to provide such information and to inform the Advisor in
        writing of changes to these details immediately. 

	 	 	 
	Bank Details:	 	 
	Bank Account Name:	 
	Bank Account No./ IBAN:	 
	Name of Bank:	 
	SWIFT Code/ ABA No.:	 
	Bank Address:	 
	 	 
	 	 
	 	 
	 	 




 


 


	C.SIGNATURE


 





	Subscriber(s)
        Signature:

        (if
        joint subscribers, both must sign)

         

         

         
	    
	 
	Name (if
    on behalf of an entity):	 

         
	Date:	 




 






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TERMS
OF SUBSCRIPTION


 


	1.	Subscriber’s Representations and Warranties




 


In
connection with its subscription for the Participating Shares (as defined above), the subscriber represents and warrants to and
for the benefit of the Fund, the Administrator, the Manager and the Investment Advisor as set forth below. If the subscriber is
a nominee, the representations below apply as appropriate to both the nominee and each beneficial owner of the Participating Shares.


 


		(a)	The
                                         subscriber hereby confirms that the subscriber is a “Professional Investor”
                                         as that term is defined in the Securities and Futures Ordinance (Cap 571) or the Securities
                                         and Futures (Professional Investor) Rules (the “Professional Investor Rules”)
                                         of Hong Kong. Where the subscriber is a “Professional Investor” as that term
                                         is defined in the Professional Investor Rules, the subscriber hereby represents and warrants
                                         that it meets the following criteria:



		(i)	it
                                         is a trust corporation holding total assets on trust with a total value of not less than
                                         HK$40 million or its foreign currency equivalent;



		(ii)	he/she
                                         is an individual who, either alone or with his spouse or children on a joint account,
                                         have a portfolio1 of not less than HK$8 million or its foreign currency equivalent;



		(iii)	it
                                         is a corporation or partnership having either:



		(A)	a
                                         portfolio of not less than HK$8 million or its foreign currency equivalent; or



		(B)	total
                                         assets of not less than HK$40 million or its foreign currency equivalent; or



		(iv)	it
                                         is a corporation the sole business of which is to hold investments and which is wholly
                                         owned by any one or more of the following persons:



		(A)	a
                                         trust corporation that falls within the description in sub-paragraph (i) above;



		(B)	an
                                         individual who, either alone or with any of his or her associates2 on a joint
                                         account, falls within the description at sub-paragraph (ii) above;



		(C)	a
                                         corporation that falls within the description at sub-paragraph (iii) above; or



		(D)	a
                                         partnership that falls within the description at sub-paragraph (iii) above.



 


		(b)	The
                                         subscriber obligated to provide an asset proof issued by bank or other financial institution
                                         within a period of 12 months. If the subscriber cannot provide any valid asset proof
                                         within the aforesaid period, the fund has the right to terminate all business relationships
                                         with the subscriber, and redeem all units of funds held in the name of the subscriber
                                         and managed by the fund. All the costs and losses arisen as such will be totally borne
                                         by the subscriber.



 


		(c)	The
                                         subscriber has the knowledge, expertise and experience in financial and business matters
                                         to evaluate the risks of investing in the Fund, is aware of the risks inherent in investing
                                         in the assets in which the Fund will invest and the method by which these assets will
                                         be held and/or traded, and can bear the loss of its entire investment in the Fund.



 


		(d)	The
                                         subscriber declares that the Participating Shares are not being acquired and will not
                                         be held in violation of any applicable laws.



 


		(e)	The
                                         subscriber and the directors (or equivalent officers) of the subscriber have received
                                         and carefully reviewed the Private Placement Memorandum, where relevant to their investment
                                         into a particular Portfolio and have authorised this subscription accordingly. The Fund
                                         has made available to the subscriber, during the course of this transaction and prior
                                         to the purchase of any Participating Shares, the opportunity to ask questions of representatives
                                         of the Fund concerning conditions of the offering of Participating Shares, and to obtain
                                         any additional information relating to the Participating Shares to the extent that the
                                         Fund possesses such information or can acquire it without unreasonable effort or expense.
                                         The subscriber acknowledges that this subscription is made on the terms of the Private
                                         Placement Memorandum and subject to the Fund’s Memorandum and Articles of Association.



 


 


 





 









		1	means
                                         a portfolio comprising any of the following: (a) securities; (b) a certificate of deposit
                                         issued by - (i) an authorised financial institution; or (ii) a bank which is not an authorised
                                         financial institution but is regulated under the law of any place outside Hong Kong;
                                         and (c) in relation to an individual, corporation or partnership, money held by a custodian
                                         for the individual, corporation or partnership.



		2	in
                                         relation to an individual, means the spouse of any child of the individual.





 



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		(f)	The
                                         subscriber acknowledges that the Participating Shares were not offered to the subscriber
                                         by any means of general solicitation or general advertising. The subscriber further acknowledges
                                         that he, she or it is not subscribing for Participating Shares 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 undersigned, had been invited as a result of, subsequent
                                         to or pursuant to any of the foregoing.



 


		(g)	The
                                         subscriber acknowledges and understands that the Participating Shares (i) have not been
                                         registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”),
                                         the securities laws of any state or the securities laws of any other jurisdiction, nor
                                         is such registration contemplated, and (ii) are being offered outside the United States
                                         in reliance upon the exemption from registration under Regulation S promulgated under
                                         the 1933 Act and may be offered inside the United States pursuant to the exemption from
                                         registration under Regulation D of the 1933 Act.



 


		(h)	The
                                         subscriber understands and agrees that the Fund intends to be exempt from registration
                                         as an investment company in the United States pursuant to an exception from the definition
                                         of investment company provided in Section 3(c)(1) of the U.S. Investment Company Act
                                         of 1940, as amended (the “1940 Act”).



 


		(i)	The
                                         subscriber acknowledges that the Investment Advisor is not registered with the U.S. Securities
                                         and Exchange Commission (the “SEC”) under the U.S. Investment Advisers Act
                                         of 1940, as amended (the “Advisers Act”), but may, in its sole and absolute
                                         discretion, or as otherwise required by applicable law or regulation, become so registered
                                         in the future. The Investment Advisor may elect to be treated as an “exempt reporting
                                         adviser” by the SEC (although it has not done so to date) and accordingly may be
                                         subject to SEC inspections and certain reporting requirements, recordkeeping and other
                                         obligations as determined from time to time by the SEC.



 


		(j)	The
                                         subscriber acknowledges that the Investment Advisor is not required to be, and is not
                                         currently, registered with the U.S. Commodity Futures Trading Commission (the “CFTC”)
                                         as a “commodity pool operator” or as a “commodity trading advisor”,
                                         as those terms are defined under the U.S. Commodity Exchange Act, as amended (the “Commodity
                                         Exchange Act”) in reliance on one or more applicable exemption(s) under the Commodity
                                         Exchange Act and the CFTC rules.



 


		(k)	The
                                         subscriber has been advised that the Participating Shares are subject to restrictions
                                         on transfer as set forth in the Private Placement Memorandum, that there is no public
                                         market for the Participating Shares, that no public market for the Participating Shares
                                         is expected to develop and that no share certificates will be issued.



 


		(l)	The
                                         subscriber is purchasing Participating Shares for investment for the subscriber’s
                                         own account (or, if the subscriber is a nominee, for the account of the beneficial owner
                                         indicated on this Subscription Agreement) and not with any present view towards resale
                                         or other distribution of any Participating Shares.



 


		(m)	The
                                         subscriber acknowledges that the Private Placement Memorandum is confidential and intended
                                         solely for the use by the subscriber for the purpose of enabling the subscriber to evaluate
                                         an investment in the Participating Shares. The subscriber agrees not to duplicate or
                                         to furnish particulars of the Private Placement Memorandum, or to divulge any of its
                                         contents, to any person other than the subscriber’s investment, legal or tax advisors
                                         (who may use the information contained in the Private Placement Memorandum solely for
                                         purposes relating to the subscriber’s investment in the Fund).



 


		(n)	The
                                         subscriber acknowledges that it will receive or have access to confidential proprietary
                                         information concerning the Fund, including, without limitation, portfolio positions,
                                         valuations, information regarding actual or potential investments by the Fund, financial
                                         information, trade secrets and the like (collectively, “Confidential Information”),
                                         which is proprietary in nature and non-public. The subscriber 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 Fund and except as otherwise required by any regulatory authority,
                                         law or regulation, or by legal process.



 


		(o)	The
                                         information provided by the subscriber in this Subscription Agreement is accurate, correct
                                         and complete.



 



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		(p)	The
                                         subscriber, if not a natural person, is duly organised, validly existing, and in good
                                         standing under the laws of the jurisdiction in which it is organised and has the power
                                         and authority to enter into, and perform its obligations under, this Subscription Agreement.



 


		(q)	This
                                         Subscription Agreement (i) has been duly executed and delivered by the subscriber; (ii)
                                         if the subscriber is not a natural person, has been duly authorised by all necessary
                                         action on behalf of the subscriber; and (iii) is the valid and binding obligation of
                                         the subscriber enforceable according to its terms.



 


		(r)	The
                                         subscriber agrees to provide the Fund, the Manager, the Administrator and/or the Investment
                                         Advisor with any additional information which any of them may reasonably request in connection
                                         with this subscription and authorises the Fund, the Manager, the Administrator or the
                                         Investment Advisor to disclose such information relating to this Subscription to such
                                         persons as it considers appropriate.



 


		(s)	Notwithstanding
                                         any other provision contained herein, the subscriber acknowledges and agrees that non-public
                                         information concerning the subscriber set forth in this Subscription Agreement or otherwise
                                         disclosed by the subscriber to the Fund or agents of the Fund, such as the subscriber’s
                                         name, address, social security/identification number, assets and income, and information
                                         regarding the subscriber’s investment in the Fund (collectively, the “Information”),
                                         may be disclosed (a) to the Manager, the Administrator and the Investment Advisor including
                                         any delegates thereof, attorneys, accountants and auditors in furtherance of the Fund’s
                                         business and to other service providers such as brokers who may have a need for the information
                                         in connection with providing services to the Fund, (b) to companies and affiliates in
                                         the Investment Advisor’s group which perform marketing and investor servicing duties,
                                         (c) to third party service providers or financial institutions who may be providing marketing
                                         services to the Fund provided that such persons must agree to protect the confidentiality
                                         of the Information and use the Information only for the purposes of providing services
                                         to the Fund, and (d) to regulatory, tax and other authorities (including the IRS) and
                                         as otherwise required or permitted by law.



 


		(t)	In
                                         accordance with the preceding paragraph, the subscriber hereby consents to the transmission
                                         by the Fund, the Manager, the Administrator and/or the Investment Advisor including any
                                         delegates thereof of personal data provided by the subscriber to countries which may
                                         not have data protection legislation in place which is equivalent to or serve the same
                                         purposes as that of the jurisdiction where the Fund, the Manager, the Administrator and/or
                                         the Investment Advisor are established, provided that such transmission is reasonably
                                         required in order to perform their respective functions.



 


		(u)	The
                                         subscriber confirms that the subscriber shall be deemed to make each of the representations
                                         and warranties contained herein on a continuing basis.



 


		(v)	The
                                         subscriber agrees to indemnify and hold harmless the Fund, the Directors, the Manager,
                                         the Investment Advisor, the Administrator and their respective affiliates (each an “Indemnified
                                         Party”) against any loss, liability, cost or expense (including without limitation
                                         legal fees, taxes and penalties) which may result directly or indirectly, from any misrepresentation
                                         or breach of any representation, warranty, condition, covenant or agreement contained
                                         herein or in any other document delivered by the subscriber such Indemnified Party.



 


		(w)	The
                                         subscriber agrees to be bound by all of the provisions in the Private Placement Memorandum.



 


		(x)	The
                                         subscriber is not investing in reliance on any representation or warranty, express or
                                         implied, as to the performance of or the investment objective to be achieved by the Fund.



 


		(y)	The
                                         Directors or the Administrator reserve the right, without limitation and without providing
                                         any reason, to refuse in whole or in part the subscription for Participating Shares by
                                         any person, in their absolute discretion.



 


		(z)	The
                                         subscriber is aware that no U.S. federal or state agency and no other regulatory authority
                                         including the Securities and Futures Commission in Hong Kong have passed upon the Participating
                                         Shares or made any finding or determination as to the fairness of this investment and
                                         that the Private Placement Memorandum has not been filed with any such agency.



 


		(aa)	The
                                         subscriber has consulted its own professional advisers, including its own lawyers, accountants
                                         and investment advisers as the subscriber deems necessary, with respect to the suitability
                                         of this investment. In particular, but without limitation, the subscriber is relying
                                         solely upon the advice of its personal tax adviser with respect to the tax aspects of
                                         an investment in Participating Shares. The subscriber understands that any tax benefits
                                         that may be available to the subscriber in relation to its investment in Participating
                                         Shares may be lost through the adoption of new laws or regulations or changes to existing
                                         laws and regulations or changes in the interpretations of existing laws and regulations.
                                         The subscriber hereby agrees that it shall not take any action to present a petition
                                         or commence any case, proceeding, proposal or other action under any existing or future
                                         law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganisation,
                                         arrangement in the nature of insolvency proceedings, adjustment, winding-up, liquidation,
                                         dissolution, composition or analogous relief with respect to the Fund or the debts of
                                         the Fund unless and until a debt is immediately due and payable by the Fund to the subscriber.



 



    Page | 9 


     


    

 


		(bb)	The
                                         subscriber certifies under penalties of perjury that (a) the subscriber has completed
                                         and furnished to the Fund an applicable U.S. Internal Revenue Service Form W-8 (please
                                         refer to Annex A), and (b)(i) the subscriber is not a United States person (as
                                         defined in the U.S. Tax Code) and (ii) the subscriber will notify the Fund within sixty
                                         (60) days of any change in such status. The subscriber agrees to execute properly and
                                         provide to the Fund in a timely manner any tax documentation that the Manager, the Administration
                                         or the Investment Advisor believes is required or will enable the Fund or any subsidiary
                                         of the foregoing to comply with or mitigate any of their respective tax reporting, tax
                                         withholding, and/or tax compliance obligations, or which may arise as a result of a change
                                         in law or in the interpretation thereof.



 


		(cc)	Legislation
                                         known as the U.S. Foreign Account Tax Compliance Act, Sections 1471 through 1474 of the
                                         Code and the U.S. Treasury regulations thereunder (whether proposed, temporary or final),
                                         including any successor provisions, subsequent amendments, and administrative guidance
                                         promulgated thereunder (or which may be promulgated in the future), any applicable intergovernmental
                                         agreement (“IGA”) and related statutes, regulations or rules, and other guidance
                                         thereunder, any governmental authority pursuant to the foregoing authorities, and any
                                         agreement entered into by or with respect to the Fund (or any of its affiliates) (“FATCA”)
                                         and/or any similar automatic tax information exchange agreements or arrangements impose
                                         or may impose a number of obligations on the Fund (or any of its affiliates). In this
                                         regard:



 


		(1)	The
                                         subscriber acknowledges that the Fund and its affiliates are required to comply with
                                         FATCA and similar automatic tax information arrangements, and that, in order to comply
                                         with such requirements and/or to avoid the imposition of U.S. federal withholding tax,
                                         the Fund, the Directors, and the Fund’s and the Director’s agents and their
                                         affiliates, including, but not limited to, the Manager, the Investment Advisor, the Administrator
                                         and their directors or officers, may, from time to time, (A) require further information
                                         and/or documentation from the subscriber, which information and/or documentation may
                                         (1) include, but will not be limited to, information and/or documentation relating to
                                         or concerning the subscriber, the subscriber’s direct and indirect beneficial owners
                                         (if any), any such person’s identity, residence (or jurisdiction of formation)
                                         and income tax status, and (2) need to be certified by the subscriber under penalties
                                         of perjury, and (B) provide or disclose any such information and documentation to the
                                         U.S. Internal Revenue Service, other governmental agencies of the United States, or to
                                         any applicable jurisdiction under the terms of a relevant IGA (including any implementing
                                         legislation enacted as a result thereof), and to certain withholding agents.



 


		(2)	The
                                         subscriber agrees that it shall provide such information and/or documentation concerning
                                         itself and its direct and indirect beneficial owners (if any), as and when requested
                                         by the Fund, the Director’s, the Manager, the Investment Advisor, the Administrator
                                         or any of the their agents, as any such person, in its sole discretion, determines is
                                         necessary or advisable for the Fund (or any of its affiliates) to comply with its obligations
                                         under FATCA.



 


		(3)	The
                                         subscriber agrees to waive any provision of law of any non-U.S. jurisdiction that would,
                                         absent a waiver, prevent compliance with FATCA by the Fund or any affiliate thereof,
                                         including, but not limited to, the subscriber’s provision of any requested information
                                         and/or documentation.



 


		(4)	The
                                         subscriber acknowledges that if the subscribers does not timely provide and/or update
                                         the requested information and/or documentation or waiver (each, a “FATCA Compliance
                                         Failure”), as applicable, the Fund may, at its sole discretion and in addition
                                         to all other remedies available at law or in equity, immediately or at such other time
                                         or times redeem or withdraw all or a portion of the subscriber’s Participating
                                         Shares or investment, prohibit in whole or part the subscriber from participating in
                                         additional investments of the Fund and/or deduct from the subscriber’s account
                                         and retain amounts sufficient to indemnify and hold harmless the Fund, the Director’s
                                         and any of the Fund’s agents, or any other subscriber/investor, or any partner,
                                         member, shareholder, director, manager, officer, employee, delegate, agent, affiliate,
                                         executor, heir, assign, successor or other legal representative of any of the foregoing
                                         persons, from any and all withholding taxes, interest, penalties, cost, expenses and
                                         other losses or liabilities suffered by any such person or persons on account of a FATCA
                                         Compliance Failure; provided that the foregoing indemnity shall be in addition to and
                                         supplement any other indemnity provided under this Subscription Agreement.



 



    Page | 10 


     


    

 


		(5)	To
                                         the extent that the Fund, the Director’s and any of the Fund’s agents, or
                                         any other subscriber/investor, or any partner, member, shareholder, director, manager,
                                         officer, employee, delegate, agent, affiliate, executor, heir, assign, successor or other
                                         legal representative of any of the foregoing persons suffers any withholding taxes, interest,
                                         penalties and/or other expenses and costs on account of the subscriber’s FATCA
                                         Compliance Failure, (a) the subscriber shall promptly pay upon demand by or on behalf
                                         of the Fund to the Fund or, at the Fund’s direction, to any of the foregoing persons,
                                         an amount equal to such withholding taxes, interest, penalties and other expenses and
                                         costs, or (b) the Fund may reduce the amount of the next distribution or distributions
                                         which would otherwise have been made to the subscriber or, if such distributions are
                                         not sufficient for that purpose, reduce the proceeds of liquidation otherwise payable
                                         to the subscriber by an amount equal to such withholding taxes, interest, penalties and
                                         other expenses and costs.



 


		(6)	The
                                         subscriber acknowledges that the Directors, in consultation with their agents, will determine
                                         in its sole discretion, whether and how to comply with FATCA, and any such determinations
                                         shall include, but not be limited to, an assessment of the possible burden to subscribers/investors,
                                         the Fund and the Directors of timely collecting information and/or documentation.



 


		(7)	The
                                         subscriber acknowledges and agrees that it shall have no claim against the Fund, the
                                         Directors, the Manager, Investment Advisor, the Administrator and any of the Fund’s
                                         agents, or any other subscriber/investor, or any partner, member, shareholder, director,
                                         manager, officer, employee, delegate, agent, affiliate, executor, heir, assign, successor
                                         or other legal representative of any of the foregoing persons, for any damages or liabilities
                                         attributable to any FATCA compliance related determinations pursuant to Section (hh)(6);
                                         provided that the foregoing indemnity shall be in addition to and supplement any other
                                         indemnity provided under this Subscription Agreement.



 


		(dd)	The
                                         subscriber acknowledges that the Fund, the Manager, the Administrator and/or the Investment
                                         Advisor may disclose to each other, to any other service provider to the Fund or to any
                                         regulatory body in any applicable jurisdiction copies of this Subscription Agreement
                                         and any information concerning the subscriber provided by the subscriber to the Fund,
                                         the Manager, the Administrator and/or the Investment Advisor and 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.



 


		(ee)	The
                                         subscriber consents to details relating to the subscriber’s subscription and holdings
                                         being disclosed to companies and affiliates in the Investment Advisor’s group,
                                         which perform marketing and investor servicing duties.



 


		(ff)	The
                                         subscriber understands, acknowledges and agrees that the Fund may amend the Private Placement
                                         Memorandum in the circumstances, and in accordance with the terms, set out in the Private
                                         Placement Memorandum and that any such amendment will apply to the each subscriber and
                                         in respect of any Participating Shares issued pursuant to this Subscription Agreement.



 


		(gg)	The
                                         subscriber understands and acknowledges that (i) from time to time the Fund may enter
                                         into agreements with certain prospective or existing holders of Participating Shares,
                                         under which those holders receive advantages not appearing in the Private Placement Memorandum,
                                         (ii) the Fund is not required to notify other shareholders of the rights granted by,
                                         and/or terms of, any such agreements, (iii) nor is the Fund obliged to offer such rights
                                         or terms to the subscriber or other Shareholders.



 


		(hh)	The
                                         subscriber understands and acknowledges that (i) although Participating Shares will not
                                         be issued until the relevant Subscription Day, subscription monies received by the Fund
                                         are deposited directly into an account in the name of the Fund, (ii) prior to the issuance
                                         of Participating Shares on the relevant Subscription Day, may be released to ensure that
                                         investment in the Fund can be effected on the relevant Subscription Day, and (iii) neither
                                         the Fund nor any delegate or agent of the Fund will be liable to the subscriber for any
                                         loss or damage howsoever arising out of or in relation to the deposit and or release
                                         of subscription monies prior to the issue of Participating Shares.



 


		(ii)	The
                                         subscriber agrees that it shall not present a petition to wind up the Fund on a just
                                         and equitable basis in the Grand Court of the Cayman Islands or make any other equivalent
                                         subscription before the courts of any other jurisdiction in connection with the realisation
                                         of the assets of the Fund in anticipation of the termination of the business of the Fund
                                         as contemplated by the Private Placement Memorandum and/or the Fund's Memorandum and
                                         Articles of Association.



 



    Page | 11 


     


    

 


		(jj)	By
                                         executing this document, the subscriber is consenting to electronic delivery and giving
                                         permission for the Fund and its service providers and other representatives, to deliver
                                         via email any documentation, reports and other information to be delivered to the subscriber
                                         in connection with the subscriber’s investment in the Fund. Such information may
                                         include confidential information regarding the Fund, including but not limited to, the
                                         subscriber and investment information. Certain information, at the discretion of the
                                         Fund, may be delivered to the Subscriber by regular mail, facsimile or courier. The subscriber
                                         also consents to the Fund transmitting information by email to any of the subscriber’s
                                         or the fund’s service providers, advisors, accountants or others to whom the subscriber
                                         has requested that such information be provided. The subscriber understands that contact
                                         via non-encrypted email, such as that expected to be used by the Fund, and the transmission
                                         of email data take place over public networks and therefore will be unprotected. Although
                                         the Fund and its service providers will take reasonable precautions regarding the integrity,
                                         confidentiality and security of information sent by email, none of the Fund, its affiliates
                                         or any of its service providers or other representatives will be liable for interception,
                                         system failure or other problems that may result in incompletion or incorrect transmission.
                                         In addition, information transmitted by email may need to be disclosed to third parties,
                                         including regulatory authorities with jurisdiction over the Fund or its service providers,
                                         and could be accessed by unauthorized persons.



 


The
subscriber agrees to release the Fund, its affiliates and its service providers from any form of liability or loss associated
with the communication of Fund information by email, including but not limited to, investor and investment information. The Fund
and its service providers make no warranties in relation to these matters and the subscriber accepts the risks associated with
the use of email. The Fund and its service providers also reserve the right to intercept, monitor and retain communications to
and from their systems as permitted by applicable law.


 


The
Subscriber understands that to receive information by email the subscriber will need Internet access, a valid email address and
the ability to install or download such subscriptions as the Fund may specify. If the subscriber wishes to retain information
sent by email, the subscriber will need access to a printer or other device to download and print or save such information. The
subscriber also understands that it is the subscriber’s obligation to inform the Fund in the event that any of the subscriber’s
or the subscriber’s service providers’ email addresses change. The subscriber may update any of the subscriber’s
or the subscriber’s service providers’ email addresses by contacting an appropriate representative of the Fund and
requesting an update.


 


This
consent will be effective immediately and will remain in effect unless and until the subscriber revokes it. At any time, the subscriber
may revoke this consent and/or request paper copies of any documents, at no additional cost to the subscriber, by sending a written
revocation and/or request the Administrator.


 


The
subscriber acknowledges that it may take up to three (3) days to process a revocation of consent to electronic delivery (or request
for paper copies) from the date that the subscriber’s revocation or request is received by the Fund.


 


	2.	Anti-Money Laundering Declarations




 


		(a)	The
                                         subscriber acknowledges that, in order to comply with measures aimed at the prevention
                                         of money laundering and terrorism, the Fund, the Administrator and/or any of their delegates
                                         or agents, may require verification of the identity of the subscriber and the source
                                         of the subscriber’s subscription monies before this subscription can be processed.
                                         The subscriber undertakes to provide (a) such information and documentation as the Fund,
                                         the Administrator and/or any of their delegates or agents may request to verify its identity
                                         in compliance with applicable anti-money laundering laws and regulations, and (b) any
                                         further information and documentation as the Fund, the Administrator and and/or any of
                                         their delegates or agents may request from time to time to ensure ongoing compliance
                                         with applicable laws and regulations. Subscribers should refer to ANNEX C for
                                         the Administrator’s verification requirements in connection with a subscription
                                         for Participating Shares. The subscriber acknowledges that neither the Fund nor any of
                                         its delegates or agents shall be liable for any loss arising as a result of a failure
                                         to process the subscriber’s subscription for Participating Shares if such information
                                         and documentation as has been requested has not been provided by the subscriber. The
                                         subscriber agrees to indemnify and hold harmless the Fund and its delegates and agents
                                         against any loss incurred by them due to such information and documentation as has been
                                         requested not being provided by the subscriber.



 



    Page | 12 


     


    

 


		(b)	The
                                         Fund and the Administrator each reserve the right to request such information as is necessary
                                         to verify the identity of a subscriber. The Fund and the Administrator also each reserve
                                         the right to request such identification evidence in respect of a transferee of Participating
                                         Shares. In the event of delay or failure by the subscriber or transferee to produce any
                                         information required for verification purposes, the Fund or the Administrator may refuse
                                         to accept the subscription or (as the case may be) to register the relevant transfer
                                         and (in the case of a subscription for Participating Shares) any funds received will
                                         be returned without interest to the account from which the monies were originally debited
                                         at the expense of the subscriber.



 


		(c)	The
                                         subscriber warrants and covenants that the Participating Shares are to be purchased with
                                         funds that are from legitimate sources in connection with its regular business activities
                                         and which do not constitute the proceeds of criminal conduct within the meaning given
                                         in the Proceeds of Crime Law (as amended) of the Cayman Islands. The subscriber acknowledges
                                         and understands that (a) under the Proceeds of Crime Law (as amended) of the Cayman Islands,
                                         if a person who is a resident in the Cayman Islands knows or suspects that a payment
                                         to the Fund (by way of subscription or otherwise) represents proceeds of criminal conduct,
                                         that person must report his knowledge or suspicion to the reporting authority, and (b)
                                         such report shall not be treated as a breach of any restriction upon the disclosure of
                                         information imposed by law or otherwise.



 


		(d)	The
                                         subscriber understands and agrees that the Fund prohibits the investment of funds by
                                         any persons or entities that are acting, directly or indirectly, (i) in contravention
                                         of any applicable laws and regulations, including anti-money laundering regulations or
                                         conventions, (ii) on behalf of terrorists or terrorist organisations, including those
                                         persons or entities that are included on the List of Specially Designated Nationals and
                                         Blocked Persons maintained by the U.S. Treasury Department's Office of Foreign Assets
                                         Control ("OFAC") or on any lists or resolutions issued by the United Nations
                                         (whether through the Security Council or otherwise) pursuant to which dealings with persons
                                         specified therein are prohibited, restricted or discouraged, as such lists may be amended
                                         from time to time; (iii) for a senior political figure, any member of a senior political
                                         figure's immediate family or any close associate of a senior political figure, unless
                                         the Fund, after being specifically notified by the subscriber in writing that the subscriber
                                         is such a person, conducts further due diligence, and determines that such investment
                                         shall be permitted, or (iv) as trustee, agent, representative or nominee for a foreign
                                         shell bank (such persons or entities in (i) - (iv) are collectively referred to as "Prohibited
                                         Persons").



 


		(e)	The
                                         subscriber warrants and covenants that: (i) the subscriber is not, nor is any person
                                         or entity controlling, controlled by or under common control with the subscriber, a Prohibited
                                         Person, and (ii) to the extent the subscriber has any beneficial owners, (a) the subscriber
                                         has carried out thorough due diligence to establish the identities of such beneficial
                                         owners, (b) based on such due diligence, the subscriber reasonably believes that no such
                                         beneficial owners are Prohibited Persons, (c) the subscriber holds the evidence of such
                                         identities and status and will maintain all such evidence in accordance with applicable
                                         law and regulation, and (d) the subscriber will make available such information and any
                                         additional information that the Fund may reasonably require upon request in order to
                                         comply with applicable law and regulation.



 


		(f)	Where
                                         this subscription is made as trustee, custodian, nominee or otherwise on behalf of another
                                         person or persons, the subscriber warrants that it has carried out reasonable verification
                                         checks on and obtained sufficient evidence as to the identity of such person or persons
                                         on whose behalf the subscriber shall be holding the Participating Shares so as to satisfy
                                         the subscriber of the provenance and legitimacy of the source of funds used to subscribe
                                         for the Participating Shares and has otherwise complied with the laws and regulations
                                         relating to anti-money laundering procedures that are applicable in the jurisdiction
                                         where such Participating Shares are offered or distributed and the subscriber acknowledges
                                         that in applying to be registered owner of the Participating Shares on such person’s
                                         or persons’ behalf the subscriber is confirming that it is satisfied as to the
                                         identity of the underlying beneficial holder(s) and the provenance and legitimacy of
                                         the funds being used to subscribe for the Participating Shares.



 


		(g)	If
                                         any of the foregoing representations, warranties or covenants in paragraphs (c) to (f)
                                         above cease to be true or if the Fund no longer reasonably believes that it has satisfactory
                                         evidence as to their truth, notwithstanding any other agreement to the contrary, the
                                         Fund may be obligated to take certain actions relating to the subscriber's holding of
                                         Participating Shares, including (but not limited to) freezing the subscriber’s
                                         investment, either by prohibiting additional investments, declining or suspending any
                                         redemption requests and/or segregating the assets constituting the investment in accordance
                                         with applicable regulations, or the subscriber’s investment may immediately be
                                         redeemed by the Fund, and the Fund may also be required to report such action and to
                                         disclose the subscriber’s identity to OFAC or other authorities. In the event that
                                         the Fund is required to take any of the foregoing actions, the subscriber understands
                                         and agrees that the subscriber shall have no claim against the Fund, the Directors, the
                                         Manager, the Investment Advisor or the Administrator or their respective affiliates,
                                         directors, members, partners, shareholders, officers, employees and agents for any form
                                         of damages as a result of any such actions.



 



    Page | 13 


     


    

 


		(h)	The
                                         subscriber understands and agrees that any redemption proceeds paid to the subscriber
                                         will be paid to the same account from which the subscriber’s investment in the
                                         Fund was originally remitted, unless the Fund or the Administrator agrees otherwise,
                                         in which case the Fund or the Administrator shall have the right to demand such information
                                         as regards the identity of the alternative beneficiary and its connection with the subscriber
                                         as may be required under applicable anti-money laundering rules and regulations prior
                                         to so agreeing.



 


		(i)	The
                                         Fund and the Administrator also each reserve the right to refuse to make any redemption
                                         payment to a Shareholder if any of the Directors or the Administrator suspects or is
                                         advised that the payment of any redemption moneys to such Shareholder might result in
                                         a breach or violation of any applicable anti-money laundering or other laws or regulations
                                         by any person in any relevant jurisdiction, or such refusal is considered necessary or
                                         appropriate to ensure the compliance by the Fund, the Directors or the Administrator
                                         with any such laws or regulations in any relevant jurisdiction.



 


	3.	Miscellaneous




 


		(a)	This
                                         Subscription Agreement shall be governed by, and construed in accordance with, the laws
                                         of the Cayman Islands without regard to any choice of law rules that would require or
                                         permit subscription of the laws of any other jurisdiction. The subscriber hereby irrevocably
                                         consents to the jurisdiction of any court sitting in the Cayman Islands for the purposes
                                         of any proceeding relating to this Subscription Agreement and waives any objection to
                                         the convenience of any such court. The subscriber hereby further irrevocably consents
                                         to the service of process out of any of the aforesaid courts, in any such suit, action
                                         or proceeding, by the mailing of copies thereof, by certified or registered mail, return
                                         receipt requested, addressed to the subscriber at the address of the subscriber then
                                         appearing on the records of the Fund. Nothing contained herein shall affect the right
                                         of the Fund to commence any action, suit or proceeding or otherwise to proceed against
                                         the subscriber in any other jurisdiction or to serve process upon the subscriber in any
                                         manner permitted by any applicable law in any relevant jurisdiction.



 


		(b)	This
                                         Subscription Agreement, the Private Placement Memorandum and the Memorandum and Articles
                                         of Association of the Fund contain the entire agreement between the parties with respect
                                         to the subscriber’s investment in Participating Shares. Provisions of this Subscription
                                         Agreement may not be modified or waived, except in writing.



 


		(c)	The
                                         subscriber may not assign any of the subscriber’s rights or interests in and under
                                         this Subscription Agreement without the prior written consent of the Fund, and any attempt
                                         at assignment without such consent shall be void and without effect.



 


		(d)	The
                                         subscriber hereby confirms that the Fund and the Administrator are each authorised and
                                         instructed to accept and execute any instructions in respect of the Participating Shares
                                         to which this Subscription relates given by the subscriber by facsimile or email. If
                                         instructions are given by the subscriber by facsimile or email, the subscriber undertakes
                                         to forward the original documentation immediately by courier to the Administrator. None
                                         of the Fund or the Administrator shall be responsible for any mis-delivery or non-receipt
                                         of any facsimile or email. The subscriber hereby indemnifies the Fund and the Administrator
                                         and agrees to keep each of them indemnified, against any loss of any nature whatsoever
                                         arising to each of them as a result of any of them acting on either facsimile or email
                                         instructions. The Fund and the Administrator may rely conclusively upon and shall incur
                                         no liability in respect of any action taken upon any notice, consent, request, instructions,
                                         email or other instrument believed, in good faith, to be genuine or to be signed by properly
                                         authorised persons.



 


		(e)	Any
                                         provision of this Subscription Agreement which is invalid or unenforceable in any jurisdiction,
                                         shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability
                                         without rendering the remaining provisions invalid or unenforceable or affecting the
                                         validity or enforceability of this Subscription Agreement in any other jurisdiction.



 


		(f)	If
                                         the subscriber is more than one person, the obligations of those persons under this Subscription
                                         Agreement shall be joint and several. Where applicable, for joint Shareholders, the Shareholders
                                         each individually authorizes the Fund and the Administrator and each of their delegates
                                         to act upon the written instructions of any one of the Shareholders in respect of the
                                         transfer or redemption of any of the Participating Shares registered in the joint names.



 



    Page | 14 


     


    

 


		(g)	By
                                         executing this document, the subscriber is consenting to electronic delivery and giving
                                         permission for the Fund and its service providers and other representatives to deliver
                                         via email any documentation, reports and other information to be delivered to the subscriber
                                         in connection with the subscriber’s investment in the Fund. Such information may
                                         include confidential information regarding the Fund, including but not limited to subscriber
                                         and investment information. Certain information, at the discretion of the Fund, may be
                                         delivered to the subscriber by regular mail, facsimile or courier. The subscriber also
                                         consents to the Fund transmitting information by email to any of the subscriber’s
                                         or the Fund’s service providers, advisors, accountants or others to whom the subscriber
                                         has requested that such information be provided.



 


The
subscriber understands that contact via non-encrypted email (such as that expected to be used by the Fund) and the transmission
of email data takes place over public networks and therefore will be unprotected. Although the Fund and its service providers
will take reasonable precautions regarding the integrity, confidentiality and security of information sent by email, neither the
Fund nor any of its service providers or other representatives will be liable for interception, system failure or other problems
that may result in incomplete or incorrect transmission. In addition, information transmitted by email may need to be disclosed
to third parties, including regulatory authorities with jurisdiction over the Fund or its service providers, and could be accessed
by unauthorized persons.


 


The
subscriber agrees to release the Fund and its service providers from any form of liability or loss associated with the communication
of Fund information by email, including but not limited to the subscriber and investment information. The Fund and its service
providers make no warranties in relation to these matters and the subscriber accepts the risks associated with the use of email.
The Fund and its service providers also reserve the right to intercept, monitor and retain communications to and from their systems
as permitted by applicable law.


 


The
subscriber understands that to receive information by email, the subscriber will need Internet access, a valid email address and
the ability to install or download such subscriptions as the Fund may specify. If the subscriber wishes to retain information
sent by email, the subscriber will need access to a printer or other device to download and print or save such information. The
subscriber also understands that it is the subscriber’s obligation to inform the Fund in the event that any of the subscriber’s
or the subscriber’s service providers’ email addresses change. The subscriber may update any of the subscriber’s
or the subscriber’s service providers’ email addresses by contacting an appropriate representative of the Fund and
requesting an update.


 


The
subscriber’s consent set out in this paragraph (g) will be effective immediately and will remain in effect unless and until
the subscriber revokes it. At any time, the subscriber may revoke this consent and/or request paper copies of any documents, at
no additional cost to the subscriber, by sending a written revocation and/or request to the Administrator. The subscriber acknowledges
that it may take up to three (3) days to process a revocation of consent to electronic delivery (or request for paper copies)
from the date that the subscriber’s revocation or request is received by the Fund.


 



    Page | 15 


     


    

 





ANNEX
A: IRS WITHHOLDING TAX FORMS


 


Anyone
subscribing for Participating Shares of the Fund is required to submit appropriate tax certifications under penalties of perjury.
With respect to subscribers purchasing Participating Shares as either joint tenants with right of survivorship or tenants-in-common,
please note that each individual must sign and complete the appropriate IRS Form. Subscribers who are grantors of a “grantor
trust,” and “grantor trusts” with multiple grantors, must provide appropriate tax forms for each grantor.


 


Please
carefully review the instructions accompanying the IRS Form that the subscriber is completing. The Fund will not consider an IRS
Form complete unless the subscriber has submitted all statements, certifications or other documents required by the applicable
IRS Form. Please note that subscribers may be required to provide updated tax forms (and certain other information from time to
time, including, without limitation, pursuant to FATCA).


 


The
most current versions of all the IRS Forms and their instructions are located at the websites listed below. Subscribers should
consult their own tax advisors about which form(s) to complete.


 


IRS
Form W-9 and Instructions


http://www.irs.gov/pub/irs-pdf/fw9.pdf


http://www.irs.gov/pub/irs-pdf/iw9.pdf


 


IRS
Form W-8BEN-E and Instructions


http://www.irs.gov/pub/irs-pdf/fw8bene.pdf


http://www.irs.gov/pub/irs-pdf/iw8bene.pdf


 


IRS
Form W-8BEN and Instructions


http://www.irs.gov/pub/irs-pdf/fw8ben.pdf


http://www.irs.gov/pub/irs-pdf/iw8ben.pdf


 


IRS
Form W-8ECI and Instructions


http://www.irs.gov/pub/irs-pdf/fw8eci.pdf


http://www.irs.gov/pub/irs-pdf/iw8eci.pdf


 


IRS
Form W-8EXP and Instructions


http://www.irs.gov/pub/irs-pdf/fw8exp.pdf


http://www.irs.gov/pub/irs-pdf/iw8exp.pdf


 


IRS
Form W-8IMY and Instructions


http://www.irs.gov/pub/irs-pdf/fw8imy.pdf


http://www.irs.gov/pub/irs-pdf/iw8imy.pdf


 



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ANNEX
B: AML APPENDIX


 


Applicants
are required to provide certain supplemental documentation in connection with this subscription. Please note all documents listed
under the class of applicant are required and must either be originals or certified true copies:


 


If
your bank account is not located in a country that is on the Administrator - Prescribed Countries**, please contact the Administrator
for further details regarding your KYC requirements.


 


	Investor
Category
	 	Requirements
	 	 	 
	Individuals	 	1.    Passport
        or official ID document with photograph, name, date of birth and nationality (and name change document if applicable)

         

        2.    Address
        proof e.g. copy of utility bill or bank statement. Must be less than 3 months old and display full name. P.O. Box mailing
        addresses are not acceptable.

         

        3.    Information
        on occupation and source of funds for investment (a statement on the subscription form or a signed letter will satisfy
        this requirement)

         

	Listed Companies/
    Regulated Institutions	 	1.    Certificate
        of incorporation or equivalent (and certificate on change of name if applicable)

         

        2.    Details
        of the registered office and place of business

         

        3.    Evidence
        of listing on recognised stock exchange* / regulated in an approved country* (e.g. extract from Bloomberg / Reuters /
        Stock Exchange / Regulator website)

         

        4.    List
        of Directors

         

        5.    Confirmation
        that the investment is made for the company’s own account and not on behalf of any other party and the source of
        funds for investment (a statement on the subscription form or a signed letter will satisfy this requirement)

         

        6.    Signed
        board resolution authorising the investment and conferring authority on those giving instructions

         

        7.    Authorised
        signature list with specimen signatures

         

        8.    Source
        of funds for investment (a statement on the subscription form or a signed letter will satisfy this requirement) and the
        latest available financial statement where appropriate

         

	Other
        Pooled Investment Vehicles

         

        (Pension
        Fund, Hedge Fund, Private Equity Fund, Fund of Fund, Venture Capital Funds)
	 	1.    Evidence
        of formation/incorporation (e.g. certificate of incorporation or equivalent, extract from regulators website or other
        appropriate documentation)

         

        2.    Extract
        from commercial register

         

        3.    Prospectus
        (offering document) or equivalent

         

        4.    Written
        confirmation that underlying investors have been identified and anti-money laundering checks have been carried out to
        the Administrator - Prescribed Countries** standards on the underlying investors in the Pooled Investment Vehicle. (Please
        request a standard letter template from the Administrator for this purpose.)

         

        5.    Signed
        board resolution/confirmation authorizing the investment and conferring authority on those giving instructions

         

        6.    Authorised
        signature list with specimen signatures




 



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	Private
        Companies

         

        (Personal
        Investment Companies, Unquoted Companies)
	 	1.    Certificate
        of incorporation or equivalent (and certificate on change of name if applicable)

         

        2.    Details
        of the registered office and place of business

         

        3.    Signed
        board resolution/confirmation authorizing the investment and conferring authority on those giving instructions

         

        4.    Register
        of directors or Letter from lawyer/accountant/company secretary to confirm the names of directors.

         

        5.    Register
        of members or Letter from lawyer/accountant/company secretary that confirms the names of the principal beneficial
        owner (any person holding a 10% or more interest or with principal control over the company’s assets).

         

        6.    Company
        Search (e.g. Search of file at Company Registry) or any other government source showing live status of the company (if
        applicable), or recently audited financial statements

         

        7.    Passport
        or official ID document with photograph, name, date of birth and nationality (and name change document if applicable)
        of the following individuals:

         

        ●    Each
        principal beneficial owner (any person holding a 10% or more interest or with principal control over the company’s
        assets)

         

        ●    All
        the directors (including the Managing/Executive Director)

         

        ●    All
        authorised signatories

         

        8.    Address
        proof, e.g. copy of utility bill or bank statement, of the following individuals (must be less than 3 months old and display
        full name, P.O. Box mailing addresses are not acceptable):

         

        ●    Each
        principal beneficial owner (any person holding a 10% or more interest or with principal control over the company’s
        assets)

         

        ●    All
        the directors (including the Managing/Executive Director)

         

        ●    All
        authorised signatories

         

        9.    Confirmation
        that the investment is made for the company’s own account and not on behalf of any other party and the source of
        funds for investment (a statement on the subscription form or a signed letter will satisfy this requirement)

         

        10.    Authorised
        signature list with specimen signatures

         

        11.    Identification
        Information Form for Companies and Partnerships (Appendix 1)

         

        Note:
        Where the company has an ownership structure which is made up of several layers, please follow the chain of ownership
        and provide identification documents of the individuals who are the ultimate beneficial owners in line with the “Individuals”
        category.

         

        Note:
        If the Private Company or its parent that is regulated/listed on a Recognised Stock Exchange (See note *), follow the
        requirements for “Listed Companies / Regulated Institutions”.

	 	 	 
	Partnerships &
    Unincorporated Businesses	 	1.    Identification
        evidence for the general partners (GP) and all other partners who are empowered to give instructions (at least two partners
        / controllers and/or authorised signatories). If the partner is an entity, documentation requirements are in line with
        relevant category of entity; or if the partner is an individual, please follow the requirements for “Individuals”.

         

        2.    Business
        registration certificate or equivalent (i.e. formation) (and name change document if applicable)

         

        3.    Executed
        Partnership Agreement / Deed 




 



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	      	 	4.    Mandate/deed/resolution
        from the partnership authorising the opening of an account or undertaking the transaction and conferring authority on
        those who will undertake transactions

         

        5.    Evidence
        of the detailed address of the partnership (P. O. Box mailing address is not acceptable)

         

        6.    For
        limited partnerships obtain written confirmation that an anti-money laundering (AML) investor / beneficiary identification
        verification has been performed up to the Administrator’s standards on the limited partners in the limited partnership.
        (Please request a standard letter template from the Administrator for this purpose.)

         

        7.    Authorised
        signature list with specimen signatures

         

        8.    Latest
        report and accounts (audited where applicable)

         

        9.    Identification
        Information Form For Companies and Partnerships (Appendix 1)

         

        10.  Names
        of all partners

         

        Not
        applicable if

         

        (i)    the
        partnership is a Pooled Investment Vehicles (PV) and the GP fulfills the requirements under “Nominee Accounts”
        below e.g. undertaking letter from and due diligence performed on the GP, or

         

        (ii)  the
        GP is an entity, where (1) GP itself is regulated* directly, or (2) GP itself is unregulated but its parent is regulated*.

         

        *    “regulated”
        means regulated in a country that is on the Administrator - Prescribed Countries ** list

         

        For
        other unregulated GP that is an entity or if the GP is an individual, names of all partners are still required.

         

        Note:
        Where the partnership has an ownership structure which is made up of several layers (e.g. if the general partners is also
        another limited partnership), please follow the chain of ownership and provide identification documents of the individuals
        who are the ultimate beneficial owners in line with the “Individuals” category.

         

	Trusts
    	 	Regulated Trustee
    in a country that is on the Prescribed Countries ** or parent of the Trustee is regulated in a country that is on the Prescribed
    Countries **
	 	 

        1.    Extract
        of authorisation from the relevant regulator

         

        2.    Written
        confirmation that the trustee has undertaken identity and anti-money laundering checks to the Administrator’s standards
        on settlors and main beneficiaries. (Please request a standard letter template from the Administrator for this purpose.)

         

        3.    Trust
        Deed

         

        4.    Authorised
        signature list with specimen signatures

         

        5.    Identification
        Information Form for a Trust (Appendix 2)

         

	 	Unregulated
                                    Trustee

                                     

	 	1.    Trust
        Deed

         

        2.    Identification
        evidence of all trustees, settlors, beneficial owners and authorised signatories, in line with all of the requirements
        for a “Company” (or listed/regulated entity if applicable) or “Individual” i.e. official photo
        ID and residential address proof (P.O. box is not acceptable)

         

        3.    Authorised
        signature list with specimen signatures

         

        4.    General
        nature of the trust (e.g. family trust, pension trust, charitable trust etc) and confirmation on the source of funds for
        investment (a statement on the subscription form or a signed letter will satisfy this requirement)

         

        5.    Identification
        Information Form for a Trust (Appendix 2)




 



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	Nominee
        accounts 

         

        (Private
        bank, investment adviser or nominee company)
	 	Regulated
        third party or unregulated third party with regulated parent company

         

        (Subscription
        on behalf of underlying investor and the third party is located in a country that is on the Prescribed Countries **)

         

        Applicable
        for omnibus account only

         

	 	1.    Certificate
        of incorporation, or equivalent (certificates on change of name if applicable)

         

        2.    Extract
        of authorisation from the relevant regulator

         

        3.    Authorised
        signature list with specimen signatures

         

        4.    Confirmation
        on the source of funds for investment (a statement on the subscription form or a signed letter will satisfy this requirement)

         

        Note:
        “Omnibus accounts”, which may also be called “nominee” or house accounts, are used when an intermediary
        subscribes on behalf of its customers (i.e. the investors). In such cases, the investments are usually acquired in the
        name of the intermediary, but there may be cases where the intermediary establishes an account that specifies sub-accounts
        on behalf of the investors. In these cases, please follow the requirement for “Regulated third party – named
        underlying investor(s)”.

         

	 	Regulated
        third party

         

        (Subscription
        on behalf of underlying investor and the third party is located in a country that is on the [*])

         

        Applicable
        for named underlying investor(s)

         

	 	1.    Identification
        documentation of the named underlying investor(s) in line with all of the requirements for the applicable investor category,
        or

         

        ●    Written
        confirmation that the third party has undertaken identity and anti-money laundering checks to the Administrator’s
        standards (Please request a standard letter template from the Administrator for this purpose.), and

         

        ●    Extract
        of authorisation from the relevant regulator.

         

        2.    Authorised
        signature list with specimen signatures

         

	 	 	Unregulated
        third party

         

        (Subscription
        on behalf of underlying investor and the third party is located in a country that is on the Prescribed Countries **)

         

	 	1.    List
        of all named underlying investors

         

        2.    Identification
        documentation for all named underlying investors in line with the requirements of the applicable investor category or
        Written confirmation that the third party has undertaken identity and anti-money laundering checks to the Administrator’s
        standards. (Please request a standard letter template from the Administrator for this purpose.)

         

        3.    Details
        of registered office and place of business





 






    Page | 20 


     


    

 





	 	 	4.    Authorised
        signature list with specimen signatures

         

        5.    Identification
        documentation of the third party in line with all of the requirements for the applicable investor category

         

	 	Regulated
        or unregulated third party NOT located in a country that is on the Prescribed Countries **

         

        (Subscription
        on behalf of underlying investor or proposes to operate an omnibus account)

         

	 	1.    List
        of all named underlying investors

         

        2.    Identification
        documentation for all named underlying investors in line with the requirements of the applicable investor category

         

        3.    Details
        of registered office and place of business

         

        4.    Authorised
        signature list with specimen signatures

         

        Or
        otherwise provide the documentation listed below:

         

        ●    List
        of all named underlying investors

         

        ●    Identification
        documentation of the third party in line with all of the requirements for the applicable investor category

         

        ●    Written
        confirmation that the third party has undertaken identity and anti-money laundering checks to the Administrator’s
        standards. (Please request a standard letter template from the Administrator for this purpose.)

         

             ●    Authorised signature list with specimen signatures





 


		*	An
                                         approved exchange is one in a country which is a member of the Administrator –
                                         Prescribed Countries**.



 


		**	The
Administrator – Prescribed Countries (see Annex C)



 


Note:


		●	A
                                         certifier must be a suitable person, such as a lawyer, accountant, director or manager
                                         of a regulated credit or financial institution, a notary public or a member of the judiciary.
                                         The certifier should sign the copy document (printing his/her name clearly underneath)
                                         and clearly indicate his/her position or capacity, together with a contact address and
                                         phone number. The certifier must indicate that the document is a true copy of the original
                                         and that the photo is a true likeness of the individual.



		●	Where
                                         documents are not in English, a notarized translation is required.



		●	As
                                         part of the Administrator’s responsibility to comply with any applicable anti-money
                                         laundering regulations, the Administrator it may require detailed verification of an
                                         applicant’s identity and the source of the payment of subscription monies. The
                                         Administrator reserves the right to request such information as is necessary to verify
                                         the identity of an applicant and the source of the payment.



 




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Annex
C: Prescribed Country List


 


FATF
Members and Observers


The
37 Members of the FAT


 


The
FATF currently comprises 35 member jurisdictions and 2 regional organisations, representing most major financial centres in all
parts of the globe.


 


	Argentina

        Australia

        Austria

        Belgium

        Brazil

        Canada

        China

        Denmark

        European
        Commission

        Finland
	France

        Germany

        Greece

        Gulf
        Co-operation Council

        Hong
        Kong, China

        Iceland

        India

        Ireland

        Italy
	Japan

        Republic
        of Korea  

        Luxembourg

        Malaysia

        Mexico

        Netherlands,
        Kingdom of

        New
        Zealand

        Norway

        Portugal
	Russian
        Federation

        Singapore

        South
        Africa

        Spain

        Sweden

        Switzerland

        Turkey

        United
        Kingdom

        United
        States 



 


FATF
Observers


 


Israel


Saudi
Arabia


 


 


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