Scope of Services: Carta Europe Cayman Fund Formation

Scope of Services: Carta Europe Cayman Fund Formation

Type of Fund Structure and Regulation

Cayman Private l Fund, structured as a Cayman Islands Exempted Limited Partnerships (ELP) , operating as a Registered Cayman Islands Private Fund.

This product requires a Cayman based Audit Firm. You are responsible for engaging with a Cayman based Audit Firm.*

Fund Sectors and Strategies

Portfolio investments made by the Fund must comply with Carta’s compliance requirements. Carta will provide support for varied fund sectors and strategies, yet limitations are:

• No PE-style investments, only direct investments in early-stage private companies;

• No Crypto-related investments; and

• No private debt.

For queries on specific sectors or strategies, please talk to your Carta representative.

Fund Formation Services

The scope of service that will be provided by Carta is as follows:

1. Entity formation of a Cayman Private l Fund, structured as a Cayman Islands Exempted Limited Partnerships (ELP), to be used as the Fund entity.

2. Entity formation of a Cayman LLC to be used as the Fund General Partner.

3. Provision of fund-related and fund entity-level documentation, as listed below;

   1. Incorporation Forms

   2. Initial Limited Partnership Agreement

   3. Amended and Restated Limited Partnership Agreement

   4. Private Placement Memorandum

   5. Subscription Agreement

   6. Investment Management Agreement

   7. General Partner Limited Liability Company Agreement and Launch Resolution

4. Preparation and submission of the application for registration with CIMA.

These documents are made available on the Carta platform (1), along with Carta’s fund formation questionnaire which allows you to make commercial elections for the Fund that will be reflected within the documents. These elections can be changed throughout the fund formation process and will automatically update into the documents until execution.

Where you want to customize any of these documents outside of the commercial elections available, you will need to seek independent legal advice.(2) Carta will ensure any custom changes you are seeking do not impact Carta’s ability to provide Fund Administration Services. Once your amendments are in final form, Carta will reflect those changes in your Fund documentation.

Carta’s Fund Formation templates were created to be used by fund managers raising funds from global investors. If you are an international fund manager, you may need to consult your own legal counsel for additional compliance needs.

Carta will not provide the following types of documents: (3)

• Side Letters

• Transfer Agreements for Limited Partners

• Transfer Agreements for Warehoused Investments

• Employment Letters

If you are unsure about any consequences related to this structure, including but not limited to using a family office-style structure, holding companies or acquisition vehicles, we strongly recommend you to consult your own region(s)-specific legal, tax, regulatory and accounting counsels and advisors to ensure product suitability.

Closings

Included in your Fund Formation fee, Carta will assist with the first close of your fund. This needs to be done entirely via the Carta dashboard.

Bank Accounts

If you wish, we will set up your bank account, the cost of which is included in the formation fee.

To discuss any services that are outside of the scope addressed above, please talk to your Carta representative.

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* You are responsible for either obtaining the relevant regulatory permissions to operate the fund, or engaging third party management services. Carta can provide introductions to such firms.

* Carta can provide introductions to such firms.

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(1) The Carta platform means the online dashboard(s) made available to you by us and its/their related digital applications.

(2) Additional documentation or information may be required by Carta as circumstances warrant.

(3) Talk to your Carta representative for legal partner referrals to help with the listed documents.

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DISCLOSURE: This communication is being sent on behalf of eShares, Inc. dba Carta, Inc. (“Carta”) and its affiliates. Certain transactional fees may apply. This communication is not to be construed as legal, financial, accounting or tax advice and is for informational purposes only. This communication is not intended as a recommendation, offer or solicitation for the purchase or sale of any security. Carta does not assume any liability for reliance on the information provided herein.