1.0 Representaions and Warranties

• 1.1 The Investor (“Investor”, “my”, “I” or “me”) hereby declares that I have received the latest version of the private prospectus (the “Prospectus”) of Greenman Investments S.C.A., SICAV (the “Company”). I have also taken notice that the Company is a Luxembourg societé d’investissement à capital variable – organisme de placement collectif (investment company with variable capital – undertaking for collective investment) formed as a société en commandite par actions (corporate partnership limited by shares) in accordance with Part II of the 2010 Act.
• 1.2 The Company appointed Greenman Investments Partners S.à.r.l., a société à responsabilité limitée (private limited liability company) as general partner who is responsible for the management of the Company (the “General Partner”). The General Partner is responsible for the general administration of the Company on an operational level in accordance with the Company’s Articles of Incorporation (the “Articles”).
• 1.3 The General Partner appointed Premier Benchmark Property Limited T/A Greenman Investments as alternative investment fund manager (the “AIFM”) to the Company.
• 1.4 The purpose of this Subscription Agreement (the “Agreement”) is to subscribe for ordinary shares issued by Greenman Investments S.C.A., SICAV – Greenman Open ELTIF (“OPEN”), a compartment of the Company, under the provisions of the Prospectus (in particular its Special Section I) and the Articles.
• 1.5 The Investor hereby declares, represents and warrants to the Company the following:
  • I have the financial ability to bear the economic risk of an investment in OPEN, have adequate means for providing for my current needs and possible contingencies and have no need for liquidity with respect to my investment in OPEN and I have the necessary knowledge and experience to understand the risks to which OPEN is subject to.
  • I confirm that I have read the Prospectus and the key information document in relation to OPEN in their entirety before making an investment decision.
  • I have been given the opportunity to ask questions to, and receive answers from, the AIFM with respect to the business to be conducted by and for the account of the Company, the terms and conditions of the offering and other matters pertaining to an investment in OPEN, and have been given the opportunity to obtain such additional information necessary to verify the accuracy of the information contained in the Prospectus in order to evaluate the merits and risks of investing in OPEN.
  • with regard to the tax, legal, currency and other economic considerations related to this investment, I confirm that if I am in any doubt about an investment relating to OPEN, that I will consult an authorised person specialising in advising on investments of the kind in question.
  • I understand that the transfer of shares is subject to substantial restrictions and that the redemption of shares may be subject to constraints contained in the Prospectus (in particular section 12 of Special Section I) and the Articles.
  • I am duly authorised and qualified to become a shareholder in, and authorised to undertake to subscribe for and to invest in OPEN and the individual(s) signing the Agreement and giving these warranties and representations, as the case may be, on my behalf have been duly authorised by me to do so and the Agreement is the Investor’s legal, valid and binding obligation, enforceable against me in accordance with its terms
  • the execution and delivery of the Agreement, the performance by me of my obligations under the Prospectus and the Articles and the consummation of the contemplated transactions will not conflict with, or result in any violation of or default under, any provision of any governing instrument applicable to me, or any material agreement or other instrument to which I am a party or by which I am bound, or any permit, franchise, judgment, decree, statute, rule or regulation applicable to me
  • any information that I have furnished to the AIFM with respect to my financial position, is true, correct and complete as of the date of the Agreement, and if there should be any change in this information prior to my admission to the Company as a shareholder of OPEN, I will immediately furnish in writing such revised or corrected information to the AIFM
  • I recognise that neither the AIFM, General Partner, nor the Company have promised, represented or guaranteed
    • the safety of any capital investment in OPEN.
    • that OPEN will be profitable, or
    • that any particular investment return will be achieved or the probability of any investment return.
  • I agree to make all payments required by, or by virtue of, this Agreement when the same shall become due and payable.
  • I acknowledge that the shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and none of the shares may be offered or sold, directly or indirectly, in the United States or to any U.S. Person.
  • I acknowledge that neither the General Partner nor the Company has not been, and will not be, registered under the U.S. Investment Company Act of 1940, as amended.
  • I am neither a U.S. Person nor a person prohibited by the Articles or the Prospectus (the “Restricted Person”).
  • I will provide in a timely manner my passport(s), form, certification or other information or other documentary evidence (including where applicable through the provision of certified copies thereof) reasonably requested by and acceptable to the AIFM (or an agent acting on its behalf) that is necessary or desirable for the AIFM or its agent to:
    • prevent withholding or qualify for a reduced rate of withholding tax or backup withholding tax in any jurisdiction from or through which the Company receives payments, or
    • satisfy reporting or other obligations under the Code and US Treasury Regulations (as amended and replaced from time to time),
    • I will update or replace such passport(s), form, certification or other information or other documentary evidence (or certified copies thereof where applicable) in accordance with the terms of the Code and US Treasury Regulations or subsequent amendments and provide the same to the Management Company forthwith, and
    • I will otherwise comply with, and hereby authorise the AIFM and the Company (or an agent acting on its behalf) to disclose relevant information about me to comply with, any reporting and/or withholding obligations imposed by the United States or any other jurisdiction, including such obligations that may be imposed by existing and/or future legislation (as amended and replaced from time to time).
• 1.6 The Investor hereby represents and warrants that I qualify, or, as appropriate, the legal entity I represent qualifies as an Institutional Investor, Professional Investor or Retail Investor within the meaning of Directive 2014/65/EU.
• 1.7 The Investor understands that the Agreement is binding on them. However, I understand that the AIFM, the General Partner or its administrative agent and registrar and transfer agent (the “Administrator”) may reject my subscription in full or in part without having to justify its decision and that the AIFM, General Partner or Administrator has the right to request and obtain information, documents or other items for the purpose of identifying the beneficiary of the Instruction as well as any document that the AIFM or Administrator may consider necessary to enable it to meet its legal and regulatory obligations and to maintain its relationship with them. In particular, the Investor confirms that I meet all the conditions of eligibility. The Company is authorised to request a compulsory redemption as determined in the Prospectus and the Articles. The Investor shall be obliged to compensate OPEN for any possible losses incurred. The subscription may be deferred until the date on which the AIFM or Administrator has received all the information concerning the Investor in a form satisfactory to the AIFM and/or Administrator. Where necessary, any payment made before the formal acceptance of the subscription shall be deposited in a non-interest-bearing account.
• 1.8 The Investor agrees to transfer under good value date the correct amount subscriptions to the Company in the correct currency. I understand that in the case of non-payment of the correct amount under good value date, the subscription may be cancelled. The AIFM, General Partner or Company may therefore take repeated judicial or non-judicial action against them or any representative as a result of non-payment.
• 1.9 The Agreement may be sent by post or e-mail. Neither the AIFM, General Partner (and Administrator) nor the Company shall be held responsible for the acceptance of a subscription sent by e-mail. I undertake to forward immediately the original signed and dated Agreement to the AIFM by express or priority mail at my own expense. The AIFM or Administrator may refuse any subscription received or cancel any subscription accepted by e-mail, if the original Agreement does not reach them within a reasonable period of time following the appropriate valuation date. The absence of the original may neither be used against the Company nor against the Management Company, General Partner or Administrator. The Investor agrees to compensate OPEN for any losses resulting from the cancellation of a subscription.
• 1.10 The AIFM, General Partner and/or Administrator shall communicate all correspondence to me at my own risk by e-mail and/or other electronic means if the laws and regulations of Luxembourg (the “Luxembourg Law”) deem it necessary, to my financial advisor indicated on the Agreement (or to any other financial advisor which I may notify the AIFM, General Partner and/or Administrator in the future). I accept that all correspondence sent by the Company, AIFM, General Partner and/or Administrator is considered as being valid from the time it has been sent to the aforementioned financial advisor, the presumed date of dispatch being the date appearing on the copy (or the dispatch list) kept by the AIFM, General Partner and/or Administrator.
  Should the AIFM, General Partner and/or Administrator deem any communications to be material, I accept all correspondence to me at my own risk by e-mail, to the e-mail address indicated on the Agreement (or to any other address which I may notify the AIFM, General Partner and/or Administrator in the future).Any requests or complaints that I may have relative to any transaction of OPEN shall be sent in writing to the AIFM.
• 1.11 The AIFM and/or Administrator compare the signatures sent to them with the specimens held at their offices without having to proceed with a more detailed investigation. With the exception of legally binding regulations, the AIFM and/or Administrator only declare an obligation of means and are only liable in the case of gross misconduct.
• 1.12 Once the signature complies at first glance with the specimens held at their offices, the AIFM and/or Administrator shall not be held responsible for any damages caused by the fact that the signatures on theAgreement given to the AIFM and/or Administrator are fraudulent. The AIFM and/or Administrator may trust the signature within the Agreement without having to proceed with a more detailed investigation and decline all responsibility for damages that could result from the absence of any legitimisation or any undetected forgery.
• 1.3 Without prejudice to the above, the AIFM and Administrator are not liable for damages which may be directly or indirectly caused by the lack of authenticity or validity of the authorisations which refer to the Investor or third parties with the legal capacity to act on my behalf.The AIFM or Administrator reserve the right to refuse to process an Agreement from any person whose identity and permissions have not been sufficiently established in the eyes of the AIFM and/or Administrator.

2.0 Subscription Fee

• 2.1 The Investor acknowledges that a subscription fee may be levied on the subscription amount or on the amount drawn down by the Company as provided in Special Section I of the Prospectus and the fees and charges section of the OPEN Investor Information Document.
• 2.2 The subscription fee will be paid in accordance with Special Section I of the Prospectus.
• 2.3 I acknowledge that the onus is on me to ensure the correct investment amount is transferred to the Company, and that any fees paid to me by the Company is calculated on the investment amount received by the Company.

3.0 Binding Agreement

The Investor acknowledges that the Agreement and the rights, powers and duties set forth; herein shall be binding upon me and each of my respective successors and shall bind to the benefit of OPEN, my successors.

4.0 Non-assignable

The Investor acknowledges that the Agreement is not transferable or assignable by either party, except as permitted by the Memorandum and Articles.

5.0 Indemnification

• 5.1 The Investor: The Company, the AIFM and Administrator shall not be responsible for damages caused in the event of the Investor’s legal incapacity or third party authorised to act on my behalf, provided that the Company, the AIFM and the Administrator or any other agent has not received prior written notice of that fact. I shall compensate and reimburse the Company, the AIFM and the Administrator or any other agent for all complaints, claims, legal action, fees, expenses, damages, losses or other sums paid or responsibilities incurred by any one of them and caused by an instruction or an omission on my part.
• 5.2 The Distributor: The Distributor hereby agree to adhere to the relevant Indemnity section of the Distributor Service Agreement.

6.0 Data Protection

• 6.1 The Investor understands that the personal data requested must be provided to proceed with the subscription. Should I refuse to communicate personal data, I understand that the AIFM or Administrator may refuse the subscription.
• 6.2 The Investor understands that only registered shares will be issued by OPEN. This means that there will be no delivery of physical pieces. Instead, the AIFM will instruct the Administrator to enter an order confirmation in the Company’s register of shareholders (the “Register”). Confirmation of shares recorded in the Register shall be sent to me within the time limit specified in the Memorandum.
• 6.3 The Investor understands that my personal data (i.e. name; address; date of birth; nationality; occupation; telephone number; email address; and bank account details at a minimum), specific information concerning my assets and transactions carried out on my behalf, may be recorded in one or several databases of the AIFM or Administrator under Luxembourg Law. The AIFM or Administrator may outsource the processing and storage of this data.
• 6.4 The Investor expressly authorises the AIFM and Administrator to collect and process personal data relating to me as indicated in the Agreement. I understand my rights under the GDPR include subject access; to have inaccuracies corrected; to have information erased; to object to direct marketing; to restrict the processing of my information, including automated decision-making; and data portability. The AIFM or Administrator may record or process my personal data for the purpose of managing the registration of the investment funds, carrying out my transactions, managing contractual relations and in general for the purpose of carrying out its obligations and improving the services provided to me.

7.0 Applicable Law and Jurisdiction

The Agreement shall be enforced, governed and construed in all respects under Luxembourg Law. Any dispute, controversy or claim arising out of, or relating to this instruction shall be submitted to the jurisdiction of the courts of the district of Luxembourg-City.

8.0 Severability

In the event that any provision of the Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed void to the extent that it may conflict with the Agreement and shall be deemed modified to conform with the relevant statute or rule of law. Any provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other of the provisions of the Agreement.