Sandwater shall not, under any circumstances, either alone or in cooperation with or through any associate or co-investment vehicle, make any investment that, at the time of the Fund's investment:

(c) Is in a jurisdiction listed as a low tax jurisdiction pursuant to the Norwegian Tax Authorities regulation of 22.11.1999 no. 1160 section 10-63-2 as updated from time to time (provided that the list of jurisdictions at the time of this Side Letter is included in https://lovdata.no/register/lovtidend and in Schedule 2, and the Investor shall promptly give the Manager notice and details of any update to the list, being specified that any such updated list shall only apply as from such notification to the Manager);

(d) Is in a jurisdiction or territories which appear on the List of Unco-operative Tax Havens issued by OECD (see www.oecd.org/tax/transparency) or any successor, substitute or similar list(s) of jurisdictions or territories who do not meet the OECD’s current minimum criteria for transparency and information exchange for tax purposes;

(e) Directly or indirectly, in a company that is located in or has a substantial part of its revenue in a jurisdiction which is subject to comprehensive sanctions by the EU, UN or the United States;

(f) In a company where either the company itself or any of its affiliates (directly or indirectly), or any of its directors, shareholders or key management are subject to sanctions by EU, UN or the United States;

(g) In a company which will lead the Fund to become subject to sanctions by EU, UN or the United States; or

(h) In a company that is directly or indirectly active or otherwise involved in, or expects to be active or otherwise involved in any of the following:

i. the production of and/or trade in fossil fuels without carbon capture and use or storage (or other similar emission mitigation) to mitigate substantially all carbon emissions from such activity;

ii. the manufacture, sale, distribution and/or marketing of weapons, artillery or ammunition of any kind;

iii. serious or systematic violations of fundamental human rights (such as murder, torture, deprivation of liberty, forces labour, illegal child labour and other forms of child exploitation, and the rights of individuals in situations of war or military conflict);

iv. the manufacture, sale, distribution and/or marketing of pornographic products;

v. the manufacture, sale, distribution and/or marketing of (i) tobacco, including other products categorised as tobacco by the relevant authorities or (ii) hard spirits;

vi. the operation of casinos or other gambling facilities;

vii. the manufacture, sale, distribution and/or marketing of cannabis unless such manufacturing, production and/or trade is solely for medical use; or

viii. the research, development or technical applications relating to electronic data programs or solutions, which aim specifically at supporting any activity referred to under (i) to (vii) above or are intended to enable illegal (i) access to electronic data networks or (ii) downloading of electronic data.




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Oslo, Norway