TERMS & CONDITIONS

Terms and Conditions for the Provision of Registered Office Services by Catalyst Fund Services ("Terms")

Version 2026.12 | Effective 1 November 2026 | Ref. CFS-ROT-2026.12

1. Interpretation

1.1  These terms and conditions (these "Terms") together with the Application Form and the Fee Schedule, set out the terms on which CFS provides the Services to the Company. References to these Terms include the Application Form and the Fee Schedule. In these Terms the following words shall have the following meanings:

“Act" means, as applicable to the Company, the Companies Act (As Revised), the Limited Liability Companies Act (As Revised) or the Exempted Limited Partnership Act (As Revised) of the Cayman Islands, or any other statute under which the Company is incorporated, formed or registered in the Cayman Islands, together with the regulations made under it;

"AEOI Laws" means the Tax Information Authority Act (As Revised) of the Cayman Islands and any and all regulations and orders passed pursuant to it relating to the automatic exchange of financial account information and any related Guidance Notes issued by the TIA;

"AML Laws" means the laws, regulations and guidance of the Cayman Islands relating to anti-money laundering, countering the financing of terrorism and proliferation financing, and sanctions, including the Proceeds of Crime Act (As Revised), the Misuse of Drugs Act (As Revised), the Terrorism Act (As Revised), the Anti-Money Laundering Regulations (As Revised) and the Guidance Notes on the Prevention and Detection of Money Laundering, Terrorist Financing and Proliferation Financing in the Cayman Islands;

"Applicable Law" means any law, rule, regulation, statement of guidance or self-regulatory requirement that is binding upon CFS or the Company, as the context may require;

"Applicant" has the meaning given in the Appointment of CFS provision;

"Application Form" means the application form, in electronic or any other form, by which the Company (or a person acting on its behalf or for the purpose of its incorporation, formation or registration) requests the Services and accepts these Terms, together with any selection of Services, fee quotation or special terms recorded in it and accepted by CFS in writing;

"Authorised Person" means each person notified to CFS in the Application Form or subsequently in writing by the Company, in a form acceptable to CFS, as authorised to give instructions on behalf of the Company, until CFS receives written notice revoking that authority;

"BOT Act" means the Beneficial Ownership Transparency Act, 2023 of the Cayman Islands (as revised from time to time) and the regulations made under it, and references in these Terms to the beneficial ownership register, registrable persons and required particulars shall be construed in accordance with the BOT Act;

"Business Day" means any day which is not a Saturday, a Sunday or a public holiday in the Cayman Islands on which banks are open for non-automated business;

"Catalyst" means Catalyst Global Financial Group (Cayman) Ltd. and each entity which from time to time controls, is controlled by or is under common control with it (each a "member of Catalyst"). Each member of Catalyst is a separate legal entity, and no reference to Catalyst makes any member of Catalyst other than CFS a party to, or liable under, these Terms;

"CFS" means Catalyst Fund Services [Limited], a company incorporated in the Cayman Islands, of Monaco Towers, Suite B, Tower II – 5th Floor, Dr. Roy's Drive, George Town, Grand Cayman, P.O. Box 1096, KY1-1102, Cayman Islands, which holds a companies management licence issued by CIMA under the Companies Management Act (As Revised);

"CIMA" means the Cayman Islands Monetary Authority whose contact details are available from www.cima.ky;

"Commencement Date" means the date of registration of the Company or the date on which CFS began providing registered office services to the Company, whichever is later;

"Company" means the customer, the company, limited liability company, exempted limited partnership (acting by its general partner) or other entity incorporated, formed or registered in the Cayman Islands (including a foreign company registered in the Cayman Islands) to which CFS has agreed to provide the Services under these Terms, whether on its own application or on an application made for the purpose of its incorporation, formation or registration;

"Constitutional document(s)" means the memorandum and articles of association, limited liability company agreement, partnership agreement, charter, statutes or other instrument (howsoever called) constituting the Company or governing its affairs, as in effect from time to time;

"Electronic Record" has the same meaning as in the Electronic Transactions Act;

"Electronic Transactions Act" means the Electronic Transactions Act (As Revised) of the Cayman Islands;

"Fee Schedule" means the fees for the Services set out or referred to in the Application Form and the schedule of fees published or provided by CFS and in effect from time to time for the provision of registered office facilities and related services which may be varied in accordance with the Variation provision of these Terms. The current Fee Schedule is available on request at any time;

"KYC Information" means all information and documentation relating to the Company and its Operators, Members, beneficial owners, controllers, Authorised Persons and other connected persons which CFS requires in order to comply with the AML Laws, the BOT Act, the AEOI Laws or its internal policies;

"Law" means the Act, the BOT Act and any other Applicable Law relevant to the matter in question, as the context requires;

"Members" means the members/registered shareholders (as the context may require) from time to time of the Company;

"Operator" means, in relation to the Company, each person in whom the management of the Company is vested, including its directors, managers, trustees or general partner (as applicable), and references in these Terms to "Managers" shall be construed accordingly;

"Registrar" means the Registrar of Companies, the Registrar of Limited Liability Companies or the Registrar of Exempted Limited Partnerships of the Cayman Islands, as applicable to the Company;

"Services" means the registered office services described in Schedule 1 and such other services as are selected in the Application Form or subsequently agreed by CFS in writing, but excluding the matters described in the Services Not Included provision of Schedule 1;

"TIA" means the Tax Information Authority of the Cayman Islands;

"Written Confirmation" means a written confirmation (containing such information as is required by the BOT Act) of the Company's exemption from, or alternative route to compliance with, the requirement to establish and maintain a beneficial ownership register.

1.2  For the purpose of these Terms:

(a)  use of the singular includes the plural and vice versa;

(b)  references to provisions of any law or regulation shall be construed as references to those provisions as amended, modified, re-enacted or replaced from time to time;

(c)  "written", "in writing" and "maintain" include all modes of representing, reproducing or maintaining words in visible form, including in the form of an Electronic Record;

(d)  any requirements as to delivery under these Terms include delivery in the form of an Electronic Record;

(e)  any requirements as to execution or signature under these Terms can be satisfied in the form of an electronic signature as defined in the Electronic Transactions Act;

(f)  sections 8 and 19(3) of the Electronic Transactions Act shall not apply;

(g)  the words "include" and "including" shall be construed without limitation, and headings are for convenience only and shall not affect interpretation; and

(h)  references to a provision by its heading are to the provision of these Terms bearing that heading.

2. Appointment of CFS

2.1  With effect from the Commencement Date, CFS shall provide at its address in the Cayman Islands the registered office of the Company and shall perform the services set out in Schedule 1 to these Terms, in each case in accordance with these Terms.

2.2  These Terms are accepted by, and become binding on, the Company on the earliest of: (a) the submission of a completed Application Form by or on behalf of the Company, including by electronic confirmation of acceptance of these Terms; (b) the execution by or on behalf of the Company of any document which refers to these Terms; and (c) the Company's request for, or use or acceptance of, any of the Services (including the use of CFS's address as the registered office of the Company). The absence of a signed agreement shall not prevent these Terms from applying:

(a)  These Terms are accepted by, and become binding on, the Company on the earliest of:

(i)  the submission of a completed Application Form by or on behalf of the Company, in hard copy or electronically;

(ii)  the acceptance of these Terms by or on behalf of the Company by electronic means, including by:

1.  clicking an “I accept”, “I agree”, “Submit” or similar button, or ticking a box confirming acceptance, on any website, online form or client portal operated by or for CFS or any member of Catalyst (including the Catalyst “CORE” portal);

2.  applying an electronic signature (including through any electronic signature platform) to the Application Form or to any document which refers to these Terms; or

3.  sending an email or other electronic communication to CFS, from an Authorised Person or a person acting on behalf of the Company, which confirms acceptance of these Terms or requests the Services by reference to them;

(iii)  the execution by or on behalf of the Company, by hand or electronically, of any document which refers to these Terms; and

(iv)  the Company’s request for, or use or acceptance of, any of the Services (including the use of CFS’s address as the registered office of the Company).

(b)  Any acceptance given by electronic means under clause 2.2(b):

(i)  constitutes the Company’s signature and its agreement in writing to these Terms, with the same effect as if these Terms had been signed by hand on behalf of the Company, and is an Electronic Record for the purposes of the Electronic Transactions Act;

(ii)  binds the Company in respect of the version of these Terms published, or made available by link, at the time of acceptance; and

(iii)  is not affected by the absence of a signed agreement, a wet-ink signature or any counter-signature by CFS.

(c)  CFS’s electronic records of an acceptance, including the date and time of acceptance, the version of these Terms accepted, and the identity, email address and IP address of the person accepting, shall be conclusive evidence of that acceptance in the absence of manifest error.

2.3  Where an Application Form is submitted for the purpose of incorporating, forming or registering the Company, the person submitting it (the "Applicant") contracts with CFS on its own account until the Company is incorporated, formed or registered, and the Company shall be bound by these Terms with effect from the Commencement Date. The Applicant shall procure that the Company adopts these Terms on or promptly after the Commencement Date and shall be liable, jointly and severally with the Company, for all fees, expenses and disbursements payable under these Terms, up to an aggregate amount equal to the higher of: (a) the fees, expenses and disbursements payable in respect of the incorporation, formation or registration of the Company; and (b) the fees, expenses and disbursements payable in respect of the period of twelve (12) months following the Commencement Date.

2.4  Each person who submits an Application Form, or otherwise accepts these Terms on behalf of the Company, represents and warrants to CFS that such person is duly authorised to do so and to bind the Company.

2.5  The appointment of CFS and the provision of each Service are conditional upon CFS having completed its client acceptance procedures to its satisfaction (including the receipt and review of all KYC Information) and having received any fees payable in advance. CFS may decline any application, and until the Commencement Date CFS has no obligation to the Company or the Applicant other than to refund any fees paid in advance, less any fees, expenses and disbursements incurred.

2.6  Before accepting these Terms, the Company has been provided with a summary of the key risks of the registered office arrangement, including CFS's reliance on the accuracy, completeness and timeliness of information, instructions and funds supplied by or on behalf of the Company, and the consequences of late or inaccurate information, unpaid statutory fees and termination, and has had the opportunity to obtain independent advice.

2.7  CFS acts as principal, solely in its own capacity as registered office provider and provider of the other Services, and not as agent, fiduciary, trustee, director, officer, administrator, accountant, AML compliance officer or adviser of the Company. CFS is the only member of Catalyst which is a party to these Terms.

2.8  Where the Company receives any other services (including accounting, bookkeeping, corporate secretarial, director, AML compliance officer or administration services) from CFS or any other member of Catalyst, those services are provided under, and governed exclusively by, the separate terms or agreement applicable to them, by the member of Catalyst identified in those terms. No member of Catalyst is responsible for the obligations of any other member of Catalyst, and no breach, default or claim under one engagement shall constitute a breach, default or claim under any other, save that CFS may exercise its rights under the Remuneration and Termination provisions where amounts due to any member of Catalyst in respect of services provided to the Company remain unpaid.

2.9  If there is any conflict or inconsistency: (a) any agreement executed by CFS and the Company in respect of the Services shall prevail over these Terms; (b) any special terms recorded in the Application Form and expressly accepted by CFS in writing shall prevail over the remainder of these Terms; and (c) no terms proposed by the Company (including in any engagement letter, purchase order or correspondence) shall apply unless expressly accepted by CFS in writing.

2.10  CFS is licensed by CIMA under the Companies Management Act (As Revised). That status does not mean that CIMA or any other person guarantees the performance of CFS's obligations or indemnifies the Company against any loss.

2.11  The Company shall not describe CFS or any member of Catalyst as providing any service other than the Services actually provided, and shall not use the name or logo of CFS or Catalyst (other than the registered office address) in any document, website or communication without CFS's prior written consent.

3. Documents & Information to be Supplied by the Company

3.1  The Company shall promptly forward to CFS originals, duplicate originals or photocopies as signed of the following (as applicable to the legal structure) together with attachments (if any):

(a)  the Constitutional document(s) and any amendments, additions or alterations effected from time to time;

(b)  where CFS has agreed to prepare and update the register of Members, any subscription documentation or equivalent executed by Members in relation to their admission to the Company;

(c)  any offering material (howsoever called) published in connection with the offering of interests in the Company;

(d)  notices and minutes of Managers' and Members' meetings (including committee and class meetings);

(e)  written resolutions or consents passed by the Managers or Members (including committee and class resolutions or consents);

(f)  letters of resignation from the Managers;

(g)  documentation relating to the withdrawal of any Member or to the assignment or transfer (whether absolute or by way of security) of any interest in the Company;

(h)  where it has not been agreed that CFS shall maintain the register of Members, (i) a record of the address at which the register of Members is maintained; and (ii) upon request by CFS, the register of Members as updated from time to time by the appointed registrar;

(i)  any notices containing required particulars of registrable persons relating to the maintenance of the Company's beneficial ownership register, within the periods required by the BOT Act;

(j)  any Written Confirmation;

(k)  powers of attorney or other documents (howsoever called) conferring authority on one or more persons to act on behalf of the Company;

(l)  documentation (photocopies not originals) executed by the Company constituting a mortgage, charge or other security interest (howsoever called) over any of its property; and

(m)  financial statements prepared in relation to the Company (if any); and

(n)  a list of the Authorised Persons and written notice of any change to it, in a form acceptable to CFS.

3.2  The Company shall provide to CFS, before the Commencement Date and thereafter promptly on request from time to time (and in any event within such period as CFS may reasonably specify), the following KYC Information:

(a)  a written explanation of the nature of the Company's business and source of funds and (where applicable) source of wealth and an indication of actual and expected turnover;

(b)  evidence satisfactory to CFS of (A) the identity of, and references in relation to: (i) each of the Members holding not less than a 10% interest in the Company or with principal control over the Company's assets; (ii) each of the beneficial owners, relevant legal entities and registrable persons (as defined in the BOT Act) of the Company; (iii) the Managers; and (iv) any person (or persons) on whose instructions CFS may act in relation to the Company; and (B) any exemption claimed by the Company in any Written Confirmation; and

(c)  such other information and documentation as CFS may from time to time reasonably require in relation to the Company, its Managers, Members, beneficial owners (or additional matters to be noted in the Company's beneficial ownership register), exemptions from, or alternative routes to compliance with, the requirement under the BOT Act to establish and maintain a beneficial ownership register or activities including in relation to the steps taken pursuant to the paragraph below.

3.3  KYC Information may be provided as an Electronic Record, but CFS may require originals or copies certified by a suitable certifier and, where any document is not in English, a certified English translation. The Company represents and warrants that all KYC Information and all other information provided to CFS by it or on its behalf is, when provided, true, accurate, complete and not misleading. The Company shall notify CFS in writing within fifteen (15) days of any change which causes any such information to become inaccurate, incomplete or out of date (including the expiry of any identification document) and shall provide updated information. Where CFS requests information in connection with any enquiry, inspection or request of CIMA, the Registrar, the TIA or any other competent authority, the Company shall provide it within such shorter period as CFS may specify.

3.4  The Company shall, for the benefit of CFS and Catalyst, take all reasonable steps to satisfy itself that all capitalisation monies and other funds passing through the Company do not represent the proceeds of, and that it does not engage in, any unlawful activity.

3.5  The Company further represents and warrants, for the benefit of CFS and each member of Catalyst, on a continuing basis, that:

(a)  its capitalisation monies and other funds do not originate from, and will not be routed through, a shell bank or an account maintained with a bank in a country or territory designated by the Financial Action Task Force as a "High-Risk Jurisdiction subject to a Call for Action"; and

(b)  none of the Company, its Operators, Members, beneficial owners or controllers is a designated person under, or otherwise the target of, any sanctions having effect in the Cayman Islands.

3.6  CFS may refuse to perform any or all of its obligations under these Terms if it determines, in its sole and unfettered discretion, that to do so would constitute a criminal or regulatory offence in the Cayman Islands or would otherwise contravene a law of the Cayman Islands. To the extent permitted by Applicable Law, CFS will inform the Company promptly of any decision to refuse to perform an obligation under these Terms made in accordance with this provision.

3.7  The Company acknowledges that CFS may be required under the AML Laws to report knowledge or suspicion of money laundering, terrorist financing, proliferation financing or a sanctions breach to the Financial Reporting Authority or another competent authority, that CFS may be prohibited from informing the Company of any such report or of the reason for any delay or refusal to act, and that CFS shall have no liability for any loss arising from any such report made in good faith or from any delay, suspension or refusal to act resulting from its compliance with the AML Laws.

3.8  The Company consents to CFS obtaining KYC Information from, and sharing KYC Information with, other members of Catalyst which provide or are to provide services to the Company or its connected persons, and any introducer identified in the Application Form, in each case for the purposes of client due diligence, onboarding and compliance with Applicable Law. Each member of Catalyst remains separately responsible for its own compliance with the AML Laws, and nothing in this provision constitutes reliance by CFS on any other person for the purposes of the AML Laws.

4. Services Non-Exclusive

4.1  CFS shall be at liberty to provide services of a like nature to any other person or persons it may think fit whether for its own account or that of any other person.

4.2  Neither CFS nor Catalyst nor any company, partnership or other person associated with CFS or Catalyst shall, in consequence of the appointment of CFS pursuant to these Terms or in consequence of any transaction entered into by the Company with CFS (or with Catalyst or with any such associate), be liable to account to the Company for any profits (whether disclosed or not) accruing to CFS (or to Catalyst or to any such associate) from, or by virtue of, any such transaction, subject always to Applicable Law and the following paragraph.

4.3  CFS maintains a written conflicts of interest policy. Where CFS identifies an actual or potential conflict of interest in providing the Services, it will disclose to the Company in writing the general nature and source of the conflict and its possible consequences, and will continue to act only where the Company has acknowledged the conflict in writing (which may be by email from an Authorised Person). If the conflict cannot be managed or that acknowledgement is not given, CFS may decline to act or terminate its appointment in accordance with the Termination provision.

5. Remuneration

5.1  Where CFS registers the Company under the Law, CFS shall be entitled to receive a registration fee payable promptly when invoiced in accordance with the Fee Schedule in effect as at the Commencement Date.

5.2  CFS shall be entitled to receive a non-refundable fee for the provision of the registered office of the Company payable in advance by 1 January in each year in accordance with the Fee Schedule in effect at the time when the relevant fee  is  invoiced. Such fee will be pro-rated (on a monthly basis) in the initial calendar year of these Terms but not thereafter. The annual fee is payable for each calendar year commencing on 1 January on which CFS is the registered office provider of the Company, whether or not the Company uses any other Service during that year, and is not refundable on termination except as provided in the Termination provision. Unless otherwise stated in the Fee Schedule, fixed fees shall increase with effect from 1 January in each year by the percentage increase (if any) in the United States Consumer Price Index for All Urban Consumers (CPI-U, U.S. City Average, All Items) over the twelve (12) months covered by the index value most recently published before that date.

5.3  CFS shall be entitled to receive a fee for the provision of the other services set out in Schedule 1 to these Terms and other fees as set out in the Fee Schedule payable promptly when invoiced in accordance with the Fee Schedule in effect at the time of provision of such services.

5.4  CFS shall be entitled to recover from the Company all expenses and disbursements (including, but not limited to, filing and registration fees paid to the Registrar, charges for messengers and couriers, faxes, word processing, printing, postage, photocopying, scanning, telephone charges, secretarial overtime (where attributable to the Company's special needs) and other similar costs and expenses), properly incurred or paid by CFS on behalf of the Company or otherwise in the performance of its services under these Terms. Further details of the rates and manner in which CFS charges for these costs is available on request.

5.5  The Company shall also pay CFS the applicable fee as set out in the Fee Schedule and any expenses and disbursements incurred as a consequence of responding to any notices or requests for information under the BOT Act in relation to the beneficial ownership register or responding to queries in respect to it however so arising.

5.6  If CFS is requested to undertake any services not covered in these Terms it shall inform the Company that such services are not covered by these Terms and, if CFS agrees to provide such services, unless otherwise agreed, it shall charge the then applicable fixed rate for such service or, if inapplicable or higher, the then applicable time charges incurred by Catalyst officer(s) and/or employee(s) in carrying out such services, in each case as notified to the Company before such services are provided.

5.7  Unless otherwise stated in the relevant invoice or the Fee Schedule, all invoices are payable in United States dollars within thirty (30) days of the date of the invoice, in cleared funds, without set-off, counterclaim, deduction or withholding (other than as required by law, in which case the Company shall pay such additional amount as will ensure that CFS receives the full amount invoiced). All fees are exclusive of any applicable taxes, and the Company shall bear all bank and transfer charges.

5.8  CFS reserves the right to charge interest in the event that an invoice remains unpaid for a period of more than 30 days after receipt and after sending at least one (1) payment reminder. If CFS exercises its right to charge the Company interest, such interest will be at a daily rate of 2% per annum above the Bank of Butterfield (Cayman) Limited USD Prime rate at the relevant times or the maximum permitted by law, whichever is the lesser, until payment in full of the invoice. The Company shall also reimburse CFS on demand for all reasonable costs (including legal fees) incurred in recovering any overdue amount.

5.9  Without prejudice to its other rights, if any amount due to CFS, or to any other member of Catalyst in respect of services provided to the Company, remains unpaid after its due date, CFS may, on written notice to the Company, suspend any or all of the Services (other than the maintenance of the registered office and of the registers and records which CFS is required by Applicable Law to maintain) until payment in full. CFS shall have no liability for any loss, penalty or other consequence (including any failure to make a filing or to pay any statutory fee) arising from such suspension.

5.10  CFS is not obliged to advance or pay any government, registry, CIMA or other third-party fee on behalf of the Company unless it has first been put in cleared funds in accordance with Schedule 1.

5.11  Monies received by CFS from or on behalf of the Company, including funds provided for statutory or other third-party fees which CFS has agreed to pay on the Company's behalf, are invoiced to and received from the Company in payment and settlement of a debt due to CFS for fees, expenses and disbursements under these Terms. Such monies are not Client Money (as defined in the Rule and Statement of Guidance on Market Conduct for Trust and Corporate Services Providers and Company Managers issued by CIMA), are not held on trust or for the account of the Company, and do not bear interest. CFS does not hold Client Money. Any amount received in excess of the amount invoiced shall be applied against the next invoice or, if the Company so requests in writing or CFS ceases to act, refunded promptly.

5.12  CFS has appointed one or more members of Catalyst as its billing and collection agent. Where an invoice is issued by such a member as agent for CFS, payment to that member in accordance with the invoice discharges the Company's obligation to CFS to the extent of the payment, and that appointment does not make that member a party to these Terms or responsible for the Services.

5.13  Any requests received by CFS from the Company for legal advice or services and any legal issues arising or assistance required (in either case as determined by CFS) from or in relation to documentation received at the registered office including, but not limited to, the updating of the statutory registers, shall not be dealt with by CFS. CFS does not provide legal, tax, accounting, investment or other professional advice. The Company shall obtain any such advice from independent advisers of its choosing, and CFS may, at the Company's request and cost, liaise with such advisers.

6. Termination

6.1  CFS shall be entitled to terminate its appointment under these Terms:

(a)  by giving not less than three (3) months' written notice to the Company;

(b)  by giving not less than one (1) month's written notice to the Company if the Company shall have: (i) committed any breach of its obligations under these Terms and shall have failed to make good such breach within thirty (30) days of receipt of notice served by CFS requiring it to do so; and/or (ii) failed to perform its obligations under the BOT Act to provide CFS with either (A) the required particulars of registrable persons (each such phrase as defined in the BOT Act) for its beneficial ownership register or any subsequent changes and shall have failed to make good such failure following receipt of a notice served by CFS requiring it to do so in accordance with the BOT Act; or (B) a Written Confirmation, where applicable;

(c)  by giving not less than seven (7) days' written notice to the Company if the Company or any of its Operators, Members, beneficial owners or controllers: (i) is in material breach of any regulatory law applicable to it or is subject to any international financial sanction or is otherwise designated as a person with whom CFS is prohibited from dealing, or becomes the subject of criminal proceedings; (ii) fails to provide KYC Information requested by CFS within the period specified by CFS, or no longer meets CFS's client acceptance or continuance criteria; or (iii) makes a statement to CFS which is false, deceptive or misleading in respect of (A) any material particular of a registrable person entered on its beneficial ownership register (including but not limited to failing to identify a registrable person); or (B) any Written Confirmation;

(d)  with immediate effect, by written notice to the Company, if CFS determines, acting reasonably, that the continued provision of the Services would place CFS in breach of any Applicable Law, any rule or statement of guidance issued by CIMA or any condition of its licence, or would expose CFS to material legal, regulatory, sanctions or reputational risk which cannot reasonably be mitigated; or

(e)  by giving not less than one (1) month's written notice to the Company if any amount due to CFS, or to any other member of Catalyst in respect of services provided to the Company, remains unpaid for more than sixty (60) days after its due date, or if the Company is unable to pay its debts, enters into liquidation (other than a solvent reorganisation approved by CFS) or has a receiver or similar officer appointed over any of its assets.

6.2  The Company acknowledges that the circumstances described in paragraphs (c) and (d) above constitute extenuating reasons justifying termination on less than one (1) month's notice.

6.3  The Company may terminate the appointment of CFS under these Terms:

(a)  by giving not less than three (3) months' written notice to CFS; or

(b)  by giving not less than one (1) month's written notice to CFS if CFS shall have committed any breach of its obligations under these Terms and shall have failed to make good such breach within thirty (30) days of receipt of notice served by the Company requiring it to do so.

6.4  A termination of the appointment of CFS under the provisions above shall be without prejudice to any pre-existing liability of the parties to these Terms. CFS shall be entitled to receive all fees, expenses and disbursements accrued due up to the date of such termination, whether under these Terms or otherwise. Fees paid in advance are not refundable on termination, save that where CFS terminates under paragraph (a) of its termination rights for a reason not attributable to the Company, CFS shall refund the unexpired portion of the annual registered office fee on a monthly pro rata basis.

6.5  CFS shall, on the termination of its appointment under these Terms and upon payment by or on behalf of the Company of any outstanding fees, costs and expenses due to CFS or to Catalyst, deliver or procure to be delivered to the Company, or as the Company may direct, the registers, minute book and other corporate records of the Company which are in its possession or under its control, provided that CFS shall not withhold any record which it is required by Applicable Law to deliver, or which is reasonably required to enable a successor registered office provider to perform its statutory functions, and may retain copies of any records as required by Applicable Law (including the AML Laws).

6.6  The Company shall, on the termination of the appointment of CFS under these Terms, if still in existence, procure that all necessary steps are taken by the Company to cease any other Services and to transfer the registered office of the Company to an alternative location within the period required by the Act (and in any event by the effective date of termination), including the passing of any necessary resolutions and the making of any necessary filings, and CFS shall be entitled to serve notice on the Registrar advising that it is no longer providing the registered office to the Company. The Company acknowledges that such notice may result in penalties, the Company ceasing to be in good standing or being struck off, or other consequences, for which CFS shall have no liability. CFS may charge the transfer-out fee set out in the Fee Schedule and its time charges for any handover work.

6.7  The provisions of these Terms relating to Remuneration, Responsibility, Limitation of Liability, Indemnity and Release, Confidentiality, Data Protection and Records, Third Party Rights, Arbitration and Waiver of Legal Proceedings and Proper Law and Jurisdiction, and any other provision which by its nature is intended to survive, shall survive termination of these Terms.

7. Complaints

7.1  If the Company has a complaint about any aspect of the Services, it should raise it with its usual Catalyst contact or by email to complaints@thecatalystgroup.com (or such other address as CFS may notify or publish). CFS will acknowledge the complaint in writing within five (5) Business Days, identify a point of contact, keep the Company informed of progress and notify the Company in writing of the outcome and the reasons for it. If the complaint is not resolved to the Company's satisfaction, it will be escalated to a director of CFS, and the Company may refer the matter to CIMA or, where applicable, the Ombudsman of the Cayman Islands.

8. Legal Action

8.1  CFS shall not be required to take any legal action on behalf of the Company other than as may be expressly agreed in writing. In no circumstances shall CFS take any such action unless it and its directors, officers, authorised signatories, employees and affiliates are fully indemnified and remunerated to their reasonable satisfaction for costs and liabilities.

9. Instructions & Reliance

9.1  In performing its duties CFS shall be entitled to rely upon instructions given by, or purporting to be given by, an Authorised Person or, where no Authorised Person has been notified to CFS, an Operator. CFS shall not be obliged to act on any instruction to appoint or remove an Operator, to amend the Constitutional document(s) or the register of Members, or to change the Authorised Persons, unless the instruction is supported by a resolution or other document evidencing the decision in accordance with the Constitutional document(s) and the Act, and CFS may require such evidence of authority, and of the consent of any person to be appointed, as it considers appropriate.

9.2  Instructions and requests for action shall be given in writing by an Authorised Person: (a) by email to the address notified by CFS for service requests; (b) through any client portal made available by Catalyst; or (c) by letter delivered by hand or courier to CFS's address. CFS is not obliged to act on oral instructions until they are confirmed in writing, may require call-back or other verification before acting on any instruction (in particular any instruction relating to payments, bank details, Authorised Persons or Operators), and may decline, without liability, to act on any instruction which is unclear, incomplete or inconsistent or which it reasonably suspects is not genuine. In that case CFS shall notify the Company as soon as reasonably practicable, where permitted by Applicable Law.

9.3  CFS may rely, without independent verification, on information, documents and instructions provided by or on behalf of the Company, by any Authorised Person or by the Company's other service providers, and shall have no liability for any loss arising from any inaccuracy in, or delay in providing, them. This paragraph does not limit CFS's own obligations under the BOT Act and the AML Laws to review and verify information.

10. Responsibility, Limitation of Liability, Indemnity & Release

10.1  CFS shall not be liable for any damages, losses, claims, proceedings, demands, liabilities, costs or expenses whatsoever suffered or incurred by the Company or any other person at any time from any cause whatsoever arising out of or in connection with these Terms or related to the performance or non- performance of the services provided under these Terms unless arising directly as a result of CFS's actual fraud or wilful default or that of any of its directors, officers, employees or agents (as the case may be).

10.2  The Company shall indemnify (on a full indemnity basis) and hold harmless CFS and Catalyst, their successors and assigns and their respective directors, officers, employees, agents and partners (collectively, the "Indemnified Persons") and each of them, as the case may be, against all liabilities, obligations, losses, damages, penalties, actions, proceedings, claims, judgments, demands, costs, expenses or disbursements of any kind (including legal fees and expenses) whatsoever which they or any of them may incur or be subject to in consequence of these Terms or as a result of the performance of these Terms or as a result of the performance of the services under these Terms except and to the extent that the same is as a result of the actual fraud or wilful default of the relevant Indemnified Person and this indemnity shall expressly inure to the benefit of any such Indemnified Person existing or future. No person shall be found to have committed actual fraud or wilful default under these Terms unless or until a court of competent jurisdiction (or an arbitral tribunal appointed under these Terms) has reached a final non-appealable determination to that effect.

10.3  Without limiting the preceding paragraph, the indemnity extends to any liability, penalty, fine, cost or expense arising from:

(a)  any inaccuracy in, incompleteness of or delay in providing any information, KYC Information, particulars of registrable persons, instructions or funds by or on behalf of the Company;

(b)  any failure by the Company or its Operators to comply with Applicable Law, including the BOT Act, the AEOI Laws and the International Tax Co-operation (Economic Substance) Act (As Revised);

(c)  any claim by any Member, Operator, creditor or other person connected with the Company, or any dispute between any of them;

(d)  any regulatory enquiry, inspection, investigation, production order or other request of a competent authority relating to the Company; and

(e)  any act or omission of any previous registered office provider or other service provider of the Company.

10.4  CFS shall not be liable in tort, statutory duty, pre-contract or misrepresentation (other than fraudulent misrepresentation) or otherwise for (i) any consequential, indirect or special loss; or (ii) any economic losses (including loss of revenues, profits, contracts, business or anticipated savings), arising out of or in connection with these Terms in each case whether or not CFS has been advised of the possibility of such loss or damage and howsoever incurred. For the avoidance of doubt CFS shall not be so liable for any loss of goodwill or reputation.

10.5  Subject to the following paragraph, the maximum aggregate liability of CFS and the other Indemnified Persons, taken together, under or in connection with these Terms and the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed an amount equal to the fees paid to CFS under these Terms in the twelve (12) months immediately preceding the event giving rise to the claim (or, where that event occurs within twelve (12) months after the Commencement Date, the fees payable in respect of the first twelve (12) months).

10.6  Nothing in these Terms limits or excludes any liability for fraud, or any liability which cannot lawfully be limited or excluded.

10.7  The Company and its Operators remain solely responsible for the management of the Company and its compliance with Applicable Law, including the filing of annual returns, economic substance notifications and reports, AEOI registrations and reports, and the payment of statutory fees. CFS's obligations in respect of any such matter are limited to those expressly set out in Schedule 1 and are conditional upon the timely provision by the Company of complete information, instructions and cleared funds. CFS has no responsibility for any act, omission, record or filing of any person (including any previous service provider) before the Commencement Date.

10.8  This Responsibility, Limitation of Liability, Indemnity and Release provision shall survive termination of these Terms.

11. Force Majeure

11.1  CFS shall not be held liable for any delay or failure to fulfil its obligations under these Terms as a result of causes beyond its reasonable control. Such causes include, but are not limited to, fire, floods, hurricanes, pandemics, tropical storms, typhoons, acts of God, acts and regulations of any governmental or supranational authority, wars, riots, strikes, lock-outs and industrial disputes, the failure or interruption of utilities, telecommunications, internet services or computer systems (including as a result of any cyber-attack), and any failure or unavailability of any government, registry or regulatory portal.

12. Miscellaneous

12.1  These Terms may not be assigned by either party without the written consent of the other save only that CFS may assign the benefit and/or burden of these Terms to a suitably licensed Catalyst entity as part of any group restructuring.

12.2  Without prejudice to the billing and collection provisions of the Remuneration provision, CFS may, at its own expense, delegate all or any of the services on its part to be performed under these Terms to another Catalyst entity. If CFS does delegate all or any of the services to another Catalyst entity in accordance with this paragraph (a "Delegate"), CFS shall nonetheless remain solely responsible to the Company for the provision of the services and liable to the Company for any loss caused to the Company by the Delegate but only to the extent that CFS would have been liable for such loss under these Terms if such loss were caused by CFS itself and the Delegate shall have no liability of any sort whatsoever or howsoever arising under these Terms or as a consequence of the delegation of all or any services to it. The Company agrees that it may not bring any claim against any Delegate in relation to the provision of services under these Terms by CFS.

12.3  Notwithstanding any other provision of these Terms CFS shall, at all times, comply with all laws and regulations applicable to it including but not limited to its obligations as the holder of a company manager licence regulated by CIMA.

12.4  The Company acknowledges that CFS uses support services provided by other members of Catalyst (including information technology, data hosting, cybersecurity, finance, billing and compliance support). Those arrangements are support functions only, do not relieve CFS of its responsibility for the Services or its regulatory obligations, and do not make any other member of Catalyst responsible to the Company.

12.5  In providing the Services, CFS and other members of Catalyst may use technologies supplied by third parties, including cloud-based systems, document automation, electronic signature, workflow and transcription tools and tools with artificial intelligence capabilities. CFS will exercise reasonable care in selecting and using such technologies, will apply appropriate technical and organisational measures to protect the confidentiality and security of the Company's information, and remains responsible for the Services, including the review of any output on which it relies.

13. Data Protection & Records

13.1  In providing the services and otherwise fulfilling its obligations under these Terms, CFS may from time to time be required to process information which: (i) constitutes "personal data" as defined in section 2 of the Data Protection Act (As Revised) of the Cayman Islands ("DPA"); and (ii) is disclosed to or otherwise made available to CFS by or on behalf of the Company ("Relevant Personal Data"). The Company acknowledges and agrees that:

(a)  to the extent CFS is deemed a "data controller" (as defined in section 2 of the DPA) in respect of the Relevant Personal Data, CFS may process the Relevant Personal Data in accordance with the DPA and CFS's privacy notice published on the Catalyst website;

(b)  to the extent CFS acts as a "data processor" (as defined in section 2 of the DPA) in respect of the Relevant Personal Data, CFS shall process it only for the purposes of providing the Services and in accordance with the DPA, and shall apply appropriate technical and organisational measures to protect it; and

(c)  Relevant Personal Data may be transferred to, and processed by, other members of Catalyst and service providers in jurisdictions outside the Cayman Islands for the purposes of the Services, subject to the safeguards required by the DPA.

13.2  Before disclosing any Relevant Personal Data to CFS, the Company shall ensure that it has provided all notices and obtained all consents, or otherwise has a lawful basis under the DPA, required for CFS to process the Relevant Personal Data in accordance with these Terms.

14. Non-Cayman Data Protection Laws

14.1  The Services are provided on the basis that the only data protection law applicable to CFS's processing of Relevant Personal Data is the DPA. CFS does not agree to comply with, and these Terms do not incorporate any obligation under, Regulation (EU) 2016/679 (the "GDPR"), the data protection laws of the United Kingdom or any other data protection law of a jurisdiction outside the Cayman Islands (each a "Non-Cayman Data Protection Law").

14.2  The Company represents and warrants that no Non-Cayman Data Protection Law applies to the Company, or to the disclosure of Relevant Personal Data by or on behalf of the Company to CFS, in a manner which would impose any obligation on CFS in connection with the Services. If any Non-Cayman Data Protection Law applies, or comes to apply, the Company shall notify CFS expressly and in writing, identifying that law, before disclosing any affected Relevant Personal Data to CFS or (where the law comes to apply later) promptly upon becoming aware that it applies.

14.3  Following any such notice, CFS may at its discretion: (a) agree in writing to such additional terms as CFS considers appropriate, at the Company's cost; (b) decline to receive or process the affected Relevant Personal Data; or (c) terminate its appointment in accordance with the Termination provision. Unless and until CFS has agreed additional terms in writing, CFS shall have no obligation or liability to the Company under or by reference to any Non-Cayman Data Protection Law, and the Company shall indemnify the Indemnified Persons against any liability, claim, fine, cost or expense arising from the application of any Non-Cayman Data Protection Law to the Services or to any Relevant Personal Data provided by or on behalf of the Company.

15. Confidentiality

15.1  It is agreed between the Company and CFS (together, the "Parties") that neither Party shall, at any time, disclose to any other person and shall treat as confidential, any information relating to the business, finances or other matters of the other Party, which such Party has obtained as a result of its relationship with the other Party under these Terms, save where the information is or was:

(a)  already known to the recipient from a source other than the other Party without any obligation of confidentiality;

(b)  in the public domain or becomes public knowledge otherwise than as a result of the unauthorised or improper conduct of the disclosing Party;

(c)  disclosed as required by any law (including, but not limited to, information on the beneficial ownership register or in any Written Confirmation which is required by the Law to be disclosed to the relevant authorities) or order of any court, tribunal or judicial equivalent, or pursuant to any direction, request or requirement (whether or not having the force of law) of any central bank, governmental, supervisory or other regulatory agency or taxation authority (provided that, if legally permissible, the recipient will promptly inform the other Party of any such order, direction, request or requirement prior to disclosing any information);

(d)  disclosed for legitimate business purposes to affiliates, professional advisors, service providers or agents, engaged by one of the Parties, who receive the same under a duty of confidentiality;

(e)  made available by a third party who is/was entitled to divulge such information and who is not under any obligation of confidentiality in respect of such information to the other Party; or

(f)  disclosed with the consent of the other Party.

15.2  The Parties shall ensure, and it is deemed to be understood and relied upon, that any confidential information provided to the other Party in relation to any Members, Managers, principals, affiliates, shareholders, beneficial owners, directors, officers, employees and agents ("Subject Persons") of the disclosing Party is and has been provided with the consent and acceptance of the relevant Subject Persons, which the disclosing Party will be responsible for obtaining.

15.3  This Confidentiality provision: (i) does not prohibit CFS from disclosing information within Catalyst for legitimate business purposes (subject to any such recipients of confidential information keeping it confidential in accordance with these Terms); (ii) does not prohibit the Company from disclosing a copy of these Terms to its Members or prospective Members; and (iii) shall survive termination of these Terms.

16. Anti-bribery

16.1  CFS has policies and procedures in place relating to bribery and corruption. CFS will not on the Company's behalf or otherwise:

(a)  make any payment, offer or promise to pay money or anything of value to any public official for the purpose of influencing the act or decision of, or for securing an improper advantage from such public official; or

(b)  make any payment, offer or promise to pay money or anything of value to any other person or entity if such payment, offer or promise is made for the purpose of influencing or securing any improper advantage; or

(c)  undertake any activities which will result in a contravention of the Anti-Corruption Act (As Revised) of the Cayman Islands or any other anti-bribery legislation applicable to CFS.

17. Third Party Rights

17.1  A person who is not a party to these Terms may not, in its own right or otherwise, enforce any term of these Terms except that the Indemnified Persons and any Delegate may, in their own right, enforce their rights pursuant to the Responsibility, Limitation of Liability, Indemnity and Release provision and the Miscellaneous provision of these Terms subject to and in accordance with the provisions of the Contracts (Rights of Third Parties) Act (As Revised) of the Cayman Islands.

17.2  Notwithstanding any other term of these Terms, the consent of any person who is not a party to these Terms (including, without limitation, any Indemnified Person or Delegate) is not required for any amendment to, or variation, release, rescission or termination of these Terms.

17.3  This Third Party Rights provision shall survive termination of these Terms.

18. Notices

18.1  Any notices to be given under these Terms shall be sufficiently given if sent by hand, pre-paid courier or email (including to any Authorised Person) and shall be deemed to be received (in the case of email) at 10.00 a.m. (GMT-5) on the next business day in the place of receipt following dispatch or (in the case of by hand or by courier), five (5) days after the dispatch thereof and shall be sent:

(a)  in the case of CFS, to its address specified against its name in the Interpretation provision or by e- mail to ;

(b)  in the case of the Company, to such correspondence address or email address as specified by the Company to CFS in writing on or about the Commencement Date;

(c)  to such other correspondence address or email address or for the attention of such other person as may from time to time be notified by one party to the other party by notice given in accordance with the provisions of these Terms; and

(d)  in the absence of any address specified or notified pursuant to (b) and (c) above, to such other address as CFS in its sole and absolute discretion considers appropriate.

19. Severance

19.1  If any provision of these Terms shall be found by any court or arbitrator to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of these Terms which shall remain in full force and effect.

19.2  If any provision of these Terms is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were modified, the provision in question shall apply with such modification(s) as may be necessary to make it valid.

20. Variation

20.1  The Company acknowledges and agrees that CFS may, in its sole discretion, at any time and from time-to-time change, alter, adapt, add or remove portions of these Terms (including the Fee Schedule), and, if CFS does so, CFS will post the revised Terms on the Catalyst website (https://thecatalystgroup.com/) bearing the date on which they take effect, and will notify the Company of the change by email to an Authorised Person or to the Company's notified email address, or by a notice on or accompanying an invoice. Any material change (including any change to the fees or to the basis on which fees are determined, other than the annual inflation adjustment described in the Remuneration provision) shall take effect no earlier than thirty (30) days after the date of that notification, save where the change is required by Applicable Law or a competent authority, in which case it may take effect at such earlier time as is required. If the Company does not accept a change, it may terminate the appointment of CFS in accordance with the Termination provision, and the change shall not apply to the Company before that termination takes effect. The current version of these Terms is also available on request. Subject to the preceding sentence, the Company's continued use of the Services following the date on which any such change takes effect shall be deemed and constitutes the Company's acceptance of those changes and the Company acknowledges and agrees to be bound by the current version of these Terms at all times and that unless stated in the current version of these Terms all previous versions shall be superseded by the current version.

21. Arbitration & Waiver of Legal Proceedings

21.1  All claims, disputes and controversies arising out of or in connection with these Terms, may, at CFS's option, be subject to binding arbitration to be held in the Cayman Islands before a retired judge or senior lawyer to be agreed upon between the parties or in the absence of such agreement to be appointed by the President of the Cayman Islands Legal Practitioners Association or the President of any successor self-regulatory association for Cayman Islands attorneys (or, if such President is affiliated with Catalyst, the Vice President). The arbitration will be conducted in English and in accordance with the Arbitration Act (As Revised) of the Cayman Islands. The arbitrator's award shall be final and binding and may be entered in or enforced by any competent court. If court action (including any kind of claim, suit or proceeding) has been initiated by the Company against CFS at or prior to the time CFS elects to refer the issue to arbitration as provided for under these Terms, then it is agreed that such action shall be discontinued, unless any arbitrator appointed determines that CFS has waived the right to such a discontinuance by participating in the action without having raised, reserved or asserted its rights under this provision. Nothing in this provision prevents CFS from bringing proceedings for the recovery of any debt in the courts of the Cayman Islands or of any other jurisdiction in which the Company or any of its assets is located.

22. Entire Agreement

22.1  These Terms supersede all previous agreements between the Company and CFS for the provision of registered office services and the services set out in Schedule 1 to these Terms to the Company. These Terms set out the entire agreement and understanding between the parties relating to its subject matter.

23. Proper Law & Jurisdiction

23.1  These Terms and any dispute, claim, suit, action or proceeding of whatever nature arising out of or in any way related to them or their formation (including any non-contractual disputes or claims) are governed by, and shall be construed in accordance with, the laws of the Cayman Islands.

23.2  Subject to the Arbitration and Waiver of Legal Proceedings provision set out above, each of the parties to these Terms irrevocably agrees that the courts of the Cayman Islands shall have exclusive jurisdiction to hear and determine any claim, suit, action or proceeding, and to settle any disputes, which may arise out of or are in any way related to or in connection with these Terms, and, for such purposes, irrevocably submits to the exclusive jurisdiction of such courts. This paragraph is for the benefit of CFS only, and CFS may bring proceedings against the Company in any other court of competent jurisdiction, including concurrent proceedings in more than one jurisdiction, to the extent permitted by law.

SCHEDULE 1

Services to be provided by CFS

1. Name

1.1  CFS shall ensure that the name of the Company is at all times displayed at the registered office.

2. Maintenance of Records

2.1  CFS shall maintain at the registered office the following documents (as may vary depending on the relevant legal structure of the company):

(a)  a minute book in electronic form;

(b)  the certificate of registration;

(c)  (where applicable) the limited liability company agreement;

(d)  (where applicable) the partnership agreement;

(e)  the constitutional document(s) of the company;

(f)  the documents referred to in the first paragraph of the Documents and Information to be Supplied by the                Company provision of these Terms as received at the registered office from time to time;

(g)  copies of annual returns filed with the Registrar;

(h)  (where relevant) the undertaking as to tax concessions issued by the Financial Secretary; and

(i)  the registers maintained pursuant to the Company Registers provision.

3. Company Registers

3.1  CFS shall maintain at the registered office in electronic form:

(a)  the register of mortgages and charges specifically affecting the property of the Company, containing full particulars of any mortgage or other form of security granted by the Company. As required by the Law, such register may be inspected by any Member or creditor of the Company;

(b)  the register of security interests granted by Members over their interests in the Company which shall contain the time and date of receipt of any notices of security interests validly served at the registered office of the Company pursuant to the Law. As required by the Law, such register, or an extract thereof, shall be open to inspection only by such persons as are expressly provided for in the Constitutional document(s) and as otherwise permitted by the Operators;

(c)  the register of Managers, containing their names, addresses, date of appointment and date of resignation or removal. Such register shall not be open to public inspection without the prior consent of the Company; and

(d)  if required under the BOT Act, the Company's beneficial ownership register containing the particulars of registrable persons and/or additional matters required by the BOT Act in the prescribed form. Such register shall not be open to public inspection. However, as required by the BOT Act, information extracted from such register will be from time to time supplied to and maintained on an information technology solution operated by the competent authority under the BOT Act and accessible without reference to, or any notice, or the knowledge of, CFS or the Company, through a search platform by the Cayman Islands Minister charged with responsibility for Financial Services or a person designated by him/her to act for a specific purpose.

3.2  Before entering any particulars in the beneficial ownership register, CFS is required by the BOT Act to review them and to take reasonable measures to verify them. The Company shall provide such evidence as CFS requests for that purpose, and CFS may decline to enter any particulars which it is not satisfied are adequate, accurate and current.

3.3  The Company shall maintain the register of Members elsewhere unless the Company requests, and CFS agrees in writing, to maintain the register of Members. If CFS does agree to maintain the register of Members, CFS shall maintain the register of Members at the registered office in electronic form containing the names and addresses of each Member, the date on which such person became and ceased to be a Member, or a record of the address at which the register of Members is maintained, all on the basis of information provided by the Company. Such register shall not be open for inspection by the public and shall be open to inspection only by such persons as are entitled under the Constitutional document(s) or the Act or as otherwise permitted by the Company. Where it has not been agreed that CFS or Catalyst will prepare and update the register of Members, the register of Members kept at the registered office will be such register as provided from time to time by the Company. CFS reserves the right, in its absolute discretion, to cease to maintain the register of Members if the number of Members or volume of issuances and transfers of Membership interests to be recorded are such that they exceed CFS's policy for maintaining such registers and necessitate the appointment of a separate registrar and transfer agent to maintain it.

3.4  CFS may, if it is of the opinion that the Company has failed to perform its obligations under the BOT Act to provide CFS with the required particulars of registrable persons for its beneficial ownership register or failed to provide particulars of any subsequent changes or makes a statement to CFS or the Registrar which is false, deceptive or misleading in respect of any material particular, notify the Company of such opinion in accordance with the BOT Act. If the Company fails to provide CFS with any missing particulars and/or a justification or correction in respect of any statement identified in such notice within one month of receipt of such notice, CFS may terminate its appointment in accordance with the Termination provision of these Terms and/or take any such other action as may be required under the BOT Act.

4. Partnership Registers

4.1  CFS shall maintain at the registered office in electronic form the register of security interests granted by Partners over their interests in the Partnership indicating in the case of each security interest the identity of the grantor and grantee, the Partnership interest or part thereof subject to the security interest and the date of receipt of notice of such security interest. As required by the Act, such register shall be open to public inspection.

4.2  The General Partner shall maintain the register of Limited Partners elsewhere unless the General Partner requests, and CFS agrees in writing, to maintain the register of Limited Partners. If CFS does agree to maintain the register of Limited Partners, CFS shall maintain the register of Limited Partners at the registered office in electronic form containing the name and address of each Limited Partner and the date on which person became and ceased to be a Limited Partner or a record of the address at which the register of Limited Partners is maintained, all on the basis of information provided by the General Partner. Such register shall be open to inspection during all usual business hours by all Partners (subject to any express or implied term of the Partnership Agreement which has been notified to CFS by the General Partner) or by any other person with the consent of the General Partner. Where it has not been agreed that CFS or Catalyst will prepare and update the register of Limited Partners, the register of Limited Partners kept at the registered office will be such register as provided from time to time by the General Partner. CFS reserves the right, in its absolute discretion, to cease to maintain the register of Limited Partners if the number of limited partners or volume of issuances and transfers of limited partnership interests to be recorded are such that they exceed CFS’s policy for maintaining such registers and necessitate the appointment of a separate registrar and transfer agent to maintain it.

5. Filings and Registrations

5.1  Where requested by the Company, CFS shall apply for the undertaking as to tax concessions issued by the Financial Secretary and/or any renewal of the same.

5.2  Upon receipt of the relevant documents (including any relevant resolutions), information and instructions from the Company (and, if applicable, a certificate of amendment from the Company containing notification of any amendment in the registration statement filed with the Registrar), CFS shall ensure that any formalities of filing and registration arising as a result of the following are complied with:

(a)  change in Operators;

(b)  change to the Constitutional document(s) of the Company;

(c)  alteration of the authorised share capital;

(d)  passing of a special resolution;

(e)  change in the name of the Company;

(f)  change of location of the registered office;

(g)  change in the term for which the Company is entered into;

(h)  any other matters required to be filed with, or notified to, the Registrar; and

(i)  any Written Confirmation.

5.3  CFS shall have no liability to the Company for any consequences of any late filings and registrations (including but not limited to in relation to any penalty fees imposed) unless information and instructions from the Company have been received by CFS at least five (5) Business Days in advance of the relevant filing and registration deadline.

5.4  Unless otherwise instructed in writing by the Company, and subject to having been put in cleared funds in accordance with this Schedule, CFS shall prepare, sign as authorised signatory for the Company and file with the Registrar, the annual return required to be submitted annually to the Registrar, and the Company authorises CFS to do so. Before each annual return is filed, the Company shall confirm to CFS in writing any matter on which a declaration or statement is required to be made in the annual return (including as to the conduct of its business), and CFS may rely on that confirmation and may decline to file the annual return if it is not received.

5.5  Where the Company instructs CFS to submit any notification or report under the International Tax Co-operation (Economic Substance) Act (As Revised), CFS will do so on the basis of the classification, information and confirmations provided by the Company. The Company remains solely responsible for determining whether it carries on any relevant activity, for the accuracy of the information submitted and for satisfying any economic substance requirement, and CFS does not advise on these matters.

5.6  If the Company's activities are regulated under additional legislation in the Cayman Islands, CFS will, by agreement with the Company, assist the Company to comply with any resulting registration, filing or payment obligations.

5.7  If the Company has determined that it is a Financial Institution (as defined in the AEOI Laws), CFS will, on request and for the fee set out in the Fee Schedule, assist the Company to comply with its obligations to: (i) apply for a global intermediary identification number ("GIIN") from the Internal Revenue Service of the United States; and/or (ii) notify the TIA. If CFS agrees to assist the Company, the Company shall provide CFS with all such information and documents as CFS determines, in its sole and unfettered discretion, are necessary to effect any such application for registration and/or notification. The Company acknowledges that an attestation will be required of a nominated responsible officer/principal point of contact in such application for registration and/or notification to the effect that: (a) the information provided is accurate, true, correct and complete; and (b) the Company will comply with its obligations under the AEOI Laws. The Company therefore agrees that the information provided for these purposes will be accurate, true, correct and complete and that it will comply with its obligations under the AEOI Laws in accordance with the attestation.

5.8  The Company acknowledges and agrees that, save as provided in these Terms, CFS shall not be responsible for assisting the Company comply with any other AEOI Laws applicable to it.

5.9  Subject to the paragraph below, CFS may pay on the Company's behalf fees payable from time to time: (i) to the Registrar in connection with any of the filings arising under the first paragraph of this provision and on the filing of the annual return; and/or (ii) to CIMA.

5.10  It is a precondition to CFS's agreement to pay on behalf of the Company any fees payable to the Registrar and/or to CIMA that it first be put in funds sufficient to cover any such payment obligations it may discharge on the Company's behalf at least five (5) Business Days in advance of any payment deadlines. In addition to the funds having to be cleared and available to CFS from the bank account notified to the Company at least five (5) Business Days in advance of the applicable payment deadline, the funds must also have been transferred with allocation details in accordance with the instructions set out in the relevant invoice clearly and unambiguously referencing them to the Company. In particular, CFS must first be put in funds in accordance with this paragraph before settling on behalf of the Company the annual return fees payable to the Registrar in January of each year.

5.11  CFS shall have no liability to the Company (including, but not limited to, in relation to any penalty fees imposed) for any consequences to the Company of any failure to file (or any late filing of) annual filing fees within the time frame prescribed by law to maintain the Company in good standing under the laws of the Cayman Islands or any other fees payable by the Company to the Registrar or CIMA if CFS has not first been put in funds in accordance with the paragraph immediately above.

5.12  CFS does not advance funds on behalf of the Company. Monies received for statutory or other third-party fees are invoiced and received in accordance with the Remuneration provision and are not Client Money.

6. Responsible officer and/or principal point of contact

6.1  If CFS has agreed in writing to procure the services of a responsible officer and/or principal point of contact for the Company for the purposes of compliance with the AEOI Laws, such person shall act only in such agreed capacity as applicable but shall not in that capacity be obligated or required to undertake substantive activities on behalf of the Company (including, without limitation, conducting any due diligence or reporting pursuant to the AEOI Laws, or the execution of documentation for and on behalf of the Company) and will have no additional responsibilities or personal liability or other obligation whatsoever to the Company, including with respect to the Company's compliance with the AEOI Laws or any other law, rule or regulation.

7. Forwarding of Communications

7.1  CFS shall use all reasonable endeavours to forward to the Company all correspondence and other communications addressed to the Company and received by CFS on its behalf. CFS is not obliged to open or to review such correspondence or communications and will forward them to the Company by such means as CFS considers appropriate absent specific written instructions from the Company and agreement as to fees in relation to the forwarding method.

7.2  Legal process and statutory notices received at the registered office will be forwarded promptly by email to an Authorised Person. CFS may forward other correspondence in scanned electronic form and may destroy the originals after six (6) months unless the Company has instructed otherwise in writing and paid any applicable forwarding charges.

7.3  CFS shall not be liable to the Company for the late receipt by the Company or non-delivery of any such correspondence and other communications which CFS receives on behalf of the Company from third parties absent the actual fraud or wilful default of CFS.

8. Services Not Included

8.1  Unless separately agreed in writing with CFS or another member of Catalyst, under separate terms identifying the member providing them, the Services do not include: director, officer, nominee shareholder or trustee services; accounting, bookkeeping or financial statement preparation; fund administration, investor services or transfer agency; AML compliance officer or money laundering reporting officer services; tax, economic substance or AEOI classification or reporting (other than the filing assistance described in this Schedule); company secretarial or governance services beyond those described in this Schedule; or legal, tax, investment or other professional advice.