(2) BLOM - Quilvest U.S. Real Estate Opportunities I, Inc. (3) SUBSCRIPTION AGREEMENT INVESTOR SHARES

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1 Dated (1) QS MANAGEMENT Ltd. (2) BLOM - Quilvest U.S. Real Estate Opportunities I, Inc. (3) SUBSCRIPTION AGREEMENT INVESTOR SHARES BLOM - Quilvest U.S. Real Estate Opportunities I, Inc.

2 STATUS OF THE INVESTOR Please tick box A before filling in the present Subscription Agreement: The investor is neither a US Person* nor was in the United States* when the Company s Investor Shares were offered or accepted, nor is the investor a Canadian resident becoming a shareholder of the Company in a Canadian placement. A *The terms "United States" and "US Person" are as defined in Regulation S under the United States Securities Act of 1933, as amended (the "Securities Act")

3 THIS AGREEMENT is made the day of, BETWEEN: (1) QS MANAGEMENT Ltd. whose registered office is at Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands (the "Management Company"); (2) BLOM - Quilvest U.S. Real Estate Opportunities I, Inc. whose registered office is at Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, British Virgin Islands (the "Company"); and (3) WHEREAS: whose address is (the "Investor"). The Investor has agreed to subscribe, in aggregate, for investor shares (the "Investor Shares") in the Company subject to and on the terms set out in this subscription agreement (the "Subscription Agreement"). The Investor acknowledges that the Management Company may accept or reject this application, in whole or in part, in its absolute discretion. NOW IT IS HEREBY AGREED as follows: 1. INTERPRETATION In this Subscription Agreement: "Articles" means the Company s Articles of Association as amended and supplemented from time to time; Advisory Board means the Advisory Board as established by the Management Company pursuant to the Management Agreement; "Commitment Period" means the period starting on the Final Closing Date and ending four (4) years after the Final Closing Date (or on any other earlier date as may be determined by the Management Company) during which it is envisaged that the Company will make or commit to make investments in Portfolio Investments; "Deed of Adherence" means the deed of adherence in the form set out as Schedule 2 to this Subscription Agreement; "Direct Real Estate Investments" means direct real estate investments primarily located in the U.S.A. as well as investments in entities whose principal business is financing, dealing, holding, developing and managing real estate assets in the U.S.A. Direct Real Estate Investments may be effected through special purpose vehicles to the extent such structure is in the best interest of the Company from a legal and fiscal perspective; "Memorandum" means the Company s Memorandum of Association as amended and supplemented from time to time; "Issuing Price" means US$1 per share in respect of the Investor Shares; "Portfolio Funds" means real estate funds, investment companies that principally invest in real estate assets primarily in the U.S.A. and REITS (Real Estate Investment - 3 -

4 Trusts) that mainly invest in or get an exposure to real estate assets primarily in the U.S.A., as well as any other investment structure of any kind or nature established for the purpose of investing in, or seeking an exposure to, real estate assets primarily in the U.S.A. and as a general rule, such Portfolio Funds do not in principle re-invest proceeds arising from the sale of their underlying investments and which, as a general rule, should distribute such proceeds to their investors as per the distribution order set out in their constituent agreements; "Portfolio Investments" means Portfolio Funds and/or Direct Real Estate Investments in which the Company invests; "QS REP II" means QS REP II SCA SIF an investment company (Société d'investissement à Capital Variable Fonds d Investissement Spécialisé) incorporated as a corporate partnership limited by shares (société en commandite par actions) under the laws of the Grand Duchy of Luxembourg, managed by QS REP S.à.r.l which is an entity affiliated to the Management Company; "Regulation" means a regulation of the Articles of Association of BLOM - Quilvest U.S. Real Estate Opportunities I, Inc.; and "Undrawn Commitments" means the portion of an Investor's Commitment to subscribe for Investor Shares under the relevant Subscription Agreement, which has not yet been drawn down and paid for subscription to Investor Shares. Capitalized terms used in this Subscription Agreement but not otherwise defined shall have the meanings given to them in the Memorandum and Articles. 2. INVESTOR COMMITMENT AND ACKNOWLEDGEMENTS 2.1 In consideration for the payment to the Investor of US$1 (receipt of which is hereby acknowledged and which the Investor further acknowledges constitutes valuable consideration for its obligations under this Subscription Agreement) the Investor hereby irrevocably undertakes to the Management Company and to the Company to subscribe for the Investor Shares at the Issuing Price on the terms set out in this Subscription Agreement and subject always to the terms of the Memorandum and Articles and accordingly (but subject to any reduction in the number of Investor Shares pursuant to article 2.2 of this Subscription Agreement) to commit to make an irrevocable total investment in the Company as specified below for purposes of purchasing the Investor Shares at the Issuing Price: US $ (the "Commitment"). 2.2 Notwithstanding the foregoing, the Investor hereby irrevocably acknowledges and agrees that pursuant to Regulation 4.5, the Commitment might be increased, if appropriate, by any amounts that the Management Company shall request the Investor to pay due to the occurrence of a Rate Fluctuation Event. 2.3 At any time before or on the Final Closing Date, the Management Company may decide in its sole discretion and without having to give reasons therefor to reduce the Commitment as set forth in article 2.1 of this Subscription Agreement and accordingly to reduce the number of Investor Shares (including, for the avoidance of doubt, to zero) which the Investor is by this Subscription Agreement committed to subscribe and the expression Investor Shares shall be construed accordingly. Any such reduction shall be notified in writing to the Investor by the Management Company, - 4 -

5 which notice shall confirm the number of Investor Shares and the amount of the Commitment which shall form the subject of this Subscription Agreement. 2.4 The Investor hereby acknowledges that BLOMINVEST Bank SAL has acted as sponsor (in such capacity, the Sponsor ) in connection with the formation of the Company. The Sponsor will, among other things, assist the Company and the Management in the subscription process. The Investor further acknowledges that neither the Company, nor the Sponsor, nor the Management Company, nor any other person, is acting as an advisor to the Investor in connection with its application to subscribe for Investor Shares or has made any recommendation, representation or warranty, express or implied, regarding the Investor Shares or the advisability of an investment therein. 2.5 The Investor hereby acknowledges and agrees that the Company s main objective is to offer to Investors, in return for the risk they bear, attractive potential for long-term capital growth through making investments alongside QS REP II in Portfolio Funds and Direct Real Estate Investments and that the Company may not invest more than 25% of its total Commitments in any single Portfolio Investment. The Investor further acknowledges and agrees that the Management Company intends, to the extent possible, to arrange investments alongside QS REP II for those Portfolio Investments that are primary located in the U.S.A. 2.6 The Investor acknowledges that the Company s expected life, and consequently its investment in the Company, extends to 10 years from the Final Closing Date, subject to one-year extensions as required for realization of Portfolio Investments at the discretion of the Management Company (the "Term"). The Investor further acknowledges that after the end of the Commitment Period, the Company will not make new Portfolio Investments (but may make or complete follow-on investments in existing Portfolio Funds and Direct Real Estate Investments). 2.7 The Investor hereby acknowledges and agrees that the Company may make borrowings by means of third-party debt in order to: - meet its short-term obligations (including obligations to meet capital calls from Portfolio Funds or Direct Real Estate Investments or other liabilities of the Company prior to a Drawdown Notice being issued to the relevant Investors, as long as the terms of such additional borrowings are consistent with market standards) via one or more commitment liquidity facilities; and - cover unforeseen liabilities The Investor acknowledges and agrees that interest payable on borrowings (together with fees and costs relating to such borrowings) will be borne by the Company (except in relation to a default of an Investor Shareholder on its Capital Call which shall be borne by the relevant defaulting Investor Shareholder) and that the aggregate third-party debt, whether secured or unsecured, together with guarantees granted or undertakings made by the Company shall not exceed fifteen (15) per cent of the Commitments. The Investor further acknowledges and agrees that the Management Company may, in its discretion, cause borrowings, if any, to be secured by the assignment or pledge of: (i) one or more of the Company s assets, including any Portfolio Funds or Direct Real Estate Investments; (ii) the Company's rights in respect of some or all of the Undrawn Commitments; and/or (iii) the Company's subscription proceeds

6 2.8 The Investor hereby acknowledges and agrees that QS Luxembourg Services S.A. will be acting as the first administrator (the "Administrator") to the Company pursuant to an administration and agency agreement. The Administrator will, inter alia, provide administrative and accounting services to the Company. The Company and/or the Management Company may from time to time and during the Term of the Company change and replace the Administrator with another service provider of similar standard. 2.9 The Investor acknowledges and agrees that the Company shall be liable to pay to the Management Company the following annual management fee (the "Management Fee"): (i) (ii) as of the First Closing Date until the end of the Commitment Period, the annual Management Fee shall be equal to 1.5% of the Commitments; and as from the end of the Commitment Period and until the effective dissolution of the Company, the annual Management Fee shall be equal to 90% of the Management Fee charged for the prior year. The Investor further acknowledges and agrees that the Company will be liable to pay to the Management Company, on behalf of the Investor Shareholders, a front-end subscription fee equal to 0.5% of the Commitments. This front-end subscription fee will be payable out of the Commitments (and not over and above the Commitments) in five equal annual installments of 0.1% each payable on the same date on which the management fees are paid to the Management Company The Investor acknowledges and agrees that subject to Regulation 7, the Shares (other than the Founder Shares) shall participate as follows in the Portfolio Funds, including any dividends, capital and distributions of the Company on a winding up, and all Net Proceeds shall be distributed by the Company (whether by way of dividend, redemption or repurchase of Shares) in accordance with this Memorandum and the Articles as follows: (a) Firstly, to the holders of the Investor Shares and to the Carried Shareholders (pari passu) until the total Paid In Amount of all the Investor Shares and Carried Shares has been reimbursed. (b) Secondly, to the holders of the Investor Shares until a preferential return (the "Preferential Return") equal to 8% per annum of the Net Paid In Amount (provided that the Net Paid In Amount is positive) calculated on a daily basis and compounded annually, has been paid to the Investor Shareholders. (c) Thirdly, the remaining monies (the "Incremental Amount") shall be distributed as follows: i. first, the Carried Shareholders will receive 11.11% of the Preferential Return paid to the Investor Shareholders; ii. secondly, the balance of the Incremental Amount shall be paid to and shared between the Investor Shareholders and the Carried Shareholders as follows: 90% to the Investor Shareholders and 10% to the Carried Shareholders. Furthermore, The Investor acknowledges and agrees that subject to Regulation 7, the Shares (other than the Founder Shares) shall participate as follows in the Direct Real Estate Investments of the Company, including any dividends, capital and distributions - 6 -

7 of the Company on a winding up, and all Net Proceeds shall be distributed by the Company (whether by way of dividend, redemption or repurchase of Shares) in accordance with this Memorandum and the Articles as follows: (a) Firstly, to the holders of the Investor Shares and to the Carried Shareholders (pari passu) until the total Paid In Amount of all the Investor Shares and Carried Shares has been reimbursed. (b) Secondly, to the holders of the Investor Shares until a preferential return (the Preferential Return ) equal to 8% per annum of the Net Paid In Amount (provided that the Net Paid In Amount is positive) calculated on a daily basis and compounded annually, has been paid to the Investor Shareholders. (c) Thirdly, the remaining monies (the Incremental Amount ) shall be distributed as follows: i. first, the Carried Shareholders will receive 17.65% of the Preferential Return paid to the Investor Shareholders; ii. secondly, the balance of the Incremental Amount shall be paid to and shared between the Investor Shareholders and the Carried Shareholders as follows: 85% to the Investor Shareholders and 15% to the Carried Shareholders The Investor acknowledges and agrees that the Company will enter into all transactions on an arm's length basis. In the event that the Company is presented with an investment proposal involving assets owned (in whole or in part) by an Investor, a shareholder of the Management Company, a director of the Company, any affiliate thereof or any entity affiliated to the Quilvest group, or with an investment proposal advised by an Investor, a shareholder of the Management Company, a director of the Company, any affiliate thereof or any entity affiliated to the Quilvest group, or involving any company whose shares are held by, or which has borrowed funds from an Investor, a shareholder of the Management Company, a director of the Company, any affiliate thereof or any entity affiliated to the Quilvest group, including any company managed, advised, or promoted by an Investor, a shareholder of the Management Company, a director of the Company, any affiliates thereof or any entity affiliated to the Quilvest group, the Investor, shareholder of the Management Company, director of the Company, any affiliates thereof or any entity affiliated to the Quilvest group as applicable, will fully disclose this conflict of interests to the Management Company who will obtain a decision from the Advisory Board on such investment. Such conflict of interests will also be disclosed to the Investors. Such decision must be obtained by the Management Company with loyalty, honesty and good faith provided that the Management Company and its managers will always act and enter into transactions bona fide on an arm's length basis in what they consider to be the best interest of the Company (and not the interest of a given Investor, a shareholder of the Management Company, a director of the Company or any affiliate thereof). For the avoidance of doubt, no contract or other transaction between the Company and any other company or firm will be affected or invalidated by the fact that any one or more of the Management Company or the directors of the Company is interested in, or is a director, associate, officer or employee of such other company or firm. Any of the Management Company or the directors of the Company who serves as a director, officer or employee of any company or firm with which the Company will contract or - 7 -

8 otherwise engage in business will not, by reason of such affiliation with such other company or firm, be prevented from considering and voting or acting upon any matters with respect to such contract or other business. 3. IRREVOCABLE UNDERTAKING TO PAY FOR CAPITAL CALLS 3.1 By entering into this Subscription Agreement, the Investor hereby irrevocably undertakes to the Management Company and to the Company to pay up in full, upon the request of the Company or the Management Company, acting on behalf of the Company, as the case may be, pursuant to Capital Calls during the Term of the Company, the Investor Shares and thus to pay up in full any Capital Calls and to comply with the terms of any Drawdown Notice(s) which are sent by the Management Company within the limit of its Commitment. 3.2 It is envisaged that all Investors' Commitments to subscribe for Investor Shares under the Subscription Agreements will be drawn down and paid for subscription to Investor Shares to the Company during the Term of the Company. The Company will not make any new Portfolio Investments following the expiration of the Commitment Period. The Company or Management Company, acting on behalf of the Company, as the case may be, may call Undrawn Commitment to, inter alia, (i) pay ongoing fees and expenses of the Company (including Management Fees, front-end subscription fees, fees of services providers such as the Administrator and the Auditor and costs and expenses related to the Company's investments); (ii) pay any costs or taxes charged to the Company; (iii) otherwise complete investments by the Company (including, for the avoidance of doubt, payments to be made by the Company pursuant to a draw down from any underlying Portfolio Funds or Direct Real Estate Investments), which have been approved by the Management Company, prior to the expiration of the Commitment Period, or follow-on investments made on such investments but during the Term of the Company; (iv) ensure that a sufficient reserve for working capital purposes is established; and (v) meet any other obligations of the Company (including, without limitation, any indemnification obligations or borrowing/guarantee obligations). 3.3 Notwithstanding the foregoing, to the extent that there is a Rate Fluctuation Event after all Capital Calls with respect to the Investor's Outstanding Commitment have been made, the Investor irrevocably hereby undertakes to the Management Company and the Company to pay up in full, if applicable, upon the Management Company s request, any additional Capital Calls required to cover such Rate Fluctuation Event. 3.4 Capital Calls may be called by the Company or the Management Company, acting on behalf of the Company, from time to time in accordance with the requirements of the Company pursuant to Regulation In consideration for the payment of each Capital Call (including for the avoidance of doubt for the payment of any Capital Call with respect to a Rate Fluctuation Event), the Company will issue and allot to the Investor a proportion of the Investor Shares for which it has subscribed equal to the ratio of the amount of the relevant Capital Call to its respective Commitment. 3.6 The Investor Shares so issued will each be fully paid-up and the Company shall enter the Investor s name in the Company s Register of Members in respect of the Investor Shares so issued

9 3.7 The Investor acknowledges that the Management Company is entitled to send one or more Drawdown Notices pursuant to Regulation 5 and acknowledges that it has read and understood the relevant clauses contained in the latest version of the Articles and Memorandum as at the date hereof. 4. DEFAULTING SHAREHOLDER 4.1 The Investor acknowledges that it has read, agrees with and is bound by Regulation 7, which provides for penalties in case of a failure to comply with the provisions of a Drawdown Notice, without prejudice to any legal recourses the Company or the Management Company has as a result of any failure to comply with the Articles and the Memorandum and/or this Subscription Agreement including the failure to pay any Capital Calls pursuant to any Drawdown Notice(s) or failure to pay the Amount Due. 4.2 Such failures will result in the Investor being in breach of the Articles and the Memorandum and/or this Subscription Agreement and being treated as a Defaulting Shareholder as defined in and on the terms set out in the Articles and the Memorandum. A copy of Regulation 7 is attached as Schedule 1 to this Subscription Agreement. 5. COMPANY S RIGHT TO REPURCHASE OR REDEEM INVESTOR SHARES The Investor Shares are subject to a right of purchase or redemption by the Company at the Company s discretion pursuant to the provisions of the Memorandum and Articles. This right may be exercised without the consent of the Investor. 6. TRANSFER OF SHARES 6.1 The Investor shall not transfer any of the Investor Shares except in accordance with the Memorandum and Articles. Each Investor Shareholder undertakes to not pledge or grant a security interest in any of its Investor Shares to another Investor Shareholder or to any third party without the prior written approval of the Management Company. 6.2 Subject thereto, in the event that the Investor remains subject to an obligation under this Subscription Agreement to pay for any Capital Calls at such time as he/she/it is to transfer all or part of his/her/its Investor Shares, the Investor hereby agrees with the Company and the Management Company that he/she/it shall not transfer any of the Investor Shares without first procuring that the transferee of such Investor Shares enters into a deed of adherence substantially in the form of the Deed of Adherence and in any event in a form satisfactory to the Management Company. 7. INDEMNIFICATION 7.1 The Investor acknowledges that it has read and agrees with Regulation 23.1 which provides for indemnification by the Company of the Management Company, its Affiliates and/or their directors, officers, servants or agents (including investment advisers and placement agents) (the Indemnified Party ) for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including legal fees) (other than those resulting from fraud, gross negligence or willful default of duties on the part of the Indemnified Party) which may be imposed on, incurred by or asserted against the Indemnified Party in performing their obligations or duties including under the advisory agreement, the Management Agreement and the Articles and Memorandum. The Investor agrees to indemnify and hold harmless the Sponsor and its Affiliates and/or their directors, officers, servants or agents against any and all - 9 -

10 liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including legal fees) (other than those resulting from fraud, gross negligence or willful default of duties on the part of the Sponsor and its Affiliates and/or their directors, officers, servants or agents) which may be imposed on, incurred by or asserted against the Indemnified Party in performing their obligations or duties in connection with the investment made by the Investor in the Company. 7.2 The Investor acknowledges that it has read and agrees with Regulation 23.2 which provides for indemnification by the Company of the Directors for any act or omission and against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings where any such Director (a) is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the Person is or was a Director or (b) is or was, at the request of the Company, serving as a director, officer or liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise (however a Director shall not be liable to the Company and the Company shall indemnify a Director only if the Director acted honestly and in good faith with a view to the best interests of the Company and, in the case of criminal proceedings, the Director had no cause to believe that his conduct was unlawful). 7.3 The Investor acknowledges that it has read and agrees with Regulation 23.3 which provides that the Company may purchase and maintain liability insurance in relation to the Management Company and to any Person who is or was its directors, officers, servants or agents and to any Person who is or was a Director, an officer or a liquidator of the Company, against any liability asserted against the Person and incurred by the Person in that capacity, whether or not the Company has or would have had the power to indemnify the Management Company or the Person against the liability as provided in the Articles. 8. GENERAL 8.1 The Investor acknowledges that it has read, agrees with and is bound by Regulation 30. The Investor shall treat as strictly confidential and shall not use or disclose all or any information received or obtained as a result of entering into or performing this Subscription Agreement. The Investor shall not make any announcement concerning the subject matter of this Subscription Agreement or any ancillary matter except as required by law or by any regulatory body or with the written approval of the Management Company. 8.2 Each party shall bear its own costs and expenses incidental to the negotiation, preparation, and completion of this Subscription Agreement. 8.3 None of the rights or obligations under this Subscription Agreement may be assigned or transferred without the written consent of the other parties. 8.4 This Subscription Agreement does not create any partnership or agency relationship between any of the parties. 8.5 This Subscription Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same agreement, and any party may enter into this Subscription Agreement by executing a counterpart

11 8.6 This Subscription Agreement and the documents referred to in it (e.g. the Articles and Memorandum) contain the whole agreement between the parties relating to the transactions contemplated by this Subscription Agreement and supersede all previous agreements between the parties relating to these transactions. 8.7 Where the Investor owes any amount or has incurred any liability to the Company or the Management Company under the Memorandum, the Articles, the Subscription Agreement or any other agreements between the Investor and the Company or the Management Company including the memorandum, the articles and the subscription agreements of companies managed or advised by the Management Company whether such liability is liquidated or unliquidated, the Company and/or the Management Company shall be entitled to set-off the amount of such liability against any sum or sums that would otherwise be due to such Investor under the Memorandum, the Articles or the Subscription Agreement or any other agreements between the Investor and the Company or the Management Company including the memorandum, the articles and the subscription agreements of companies managed or advised by the Management Company. 8.8 ASSIGNMENT In addition to article 8.7, where the Investor owes any amount or has incurred any liability to the Company or the Management Company under the Memorandum, the Articles or the Subscription Agreement whether such liability is liquidated or unliquidated, the Investor assigns to the Company and the Management Company all rights and distributions it receives or is due to receive pursuant to any agreements, including the memorandum, the articles and the subscription agreements, between the Investor and the Management Company, any of its Affiliates and/or any companies managed or advised by the Management Company or any of its Affiliates In addition to article 8.7, where the Investor owes any amount or has incurred any liability under any other agreements between the Investor and the Company or the Management Company including the memorandum, the articles and the subscription agreements of companies managed or advised by the Management Company whether such liability is liquidated or unliquidated, the Investor assigns to all the companies managed or advised by the Management Company or any of its Affiliates all rights and distributions it receives or is due to receive under the Memorandum, the Articles and the Subscription Agreement. 8.9 Any exercise by the Company or the Management Company of the right of set-off under article 8.7 and the provisions of assignment under article 8.8 of this Subscription Agreement shall be without prejudice to any other rights or remedies available to the Company or the Management Company under the Memorandum, the Articles or this Subscription Agreement or otherwise The Investor shall at its own cost use all reasonable endeavours from time to time on or following the date hereof, on being required to do so by the Management Company or the Company to do or procure the doing of all such acts and/or execute or procure the execution of all such documents in a form satisfactory to the Management Company for giving full effect to the provisions of this Subscription Agreement and securing to the Management Company and the Company the full benefit of the rights, powers, privileges and remedies conferred upon the Management Company and the Company under the provisions of this Subscription Agreement The Investor hereby makes the representations and warranties set forth in Schedule 3 hereto to, and for the benefit of, the Company, the Sponsor and the Management

12 Company on the date hereof and on and as of the Final Closing Date. The Investor understands that Investor Shares (if any) will be issued to the Investor in reliance on such representations and warranties. 9. NOTICES Any notices required to be given by either party may be delivered by hand or by registered mail. In addition, notices shall be deemed validly served if sent by fax, prepaid first class post, cable telegram, or telex to the address given in this Subscription Agreement or such other address as may from time to time be notified for this purpose. Any notice so deemed validly served shall be deemed to have been received, in the case of a fax, or telex, on transmission, in the case of a pre-paid first class letter, two days after posting, and in all other cases twenty four hours after sending and in proving such service it shall be sufficient to prove that the notice was properly addressed and sent. 10. PROPER LAW AND JURISDICTION This Subscription Agreement and the rights, obligations and relationships of the parties hereto under this Subscription Agreement shall be governed by and construed in accordance with the laws of the British Virgin Islands. The parties irrevocably submit to the exclusive jurisdiction of the courts of the British Virgin Islands as regards any claim or matter arising under, out of or in relation to this Subscription Agreement. 11. COMPLIANCE WITH REGULATIONS - FIGHT AGAINST LAUNDERING OF MONEY 11.1 The Investor will provide the Management Company with such information the Management Company deems reasonably necessary from time to time with respect to its identity, citizenship, residency, ownership, tax status, business or control so as to permit the Management Company to evaluate and comply with any anti-money laundering, regulatory and tax requirements applicable to the Company, the Management Company, any Portfolio Funds or proposed Company investments, provided that any confidential information so provided shall be kept confidential by the Company and the Management Company and shall not be disclosed to any third party unless required by law or by any court of law or by any regulatory authority In addition, the Investor acknowledges that it/she/he has read and is bound by Regulations 31.1 and 31.2 and that: the Management Company shall be entitled to require the Investor to provide any information and/or document and/or certificate that the Management Company may consider necessary to comply with the Company s obligations or the Management Company s obligations, as the management company of the Company, with respect to any laws or regulations applicable to the Company or the Management Company, in particular but without limitation regarding anti-money laundering and the proceeds of criminal conduct; and if, after being sent two reminder letters, the Investor fails to respond, the Company may, by notifying in writing the Investor, in the absolute discretion of the Directors or the Management Company redeem compulsorily (without the consent of the Investor) all or a portion of the Investor Shares or deem the Investor to be a Defaulting Shareholder

13 AS WITNESS the hands of the parties (or their duly authorized representatives) on the date which appears first on page 1. Signed by for QS Management, Ltd. ) ) (print names) Signed by ) for BLOM - Quilvest U.S. Real Estate Opportunities I, Inc. ) (print names) Signed by for and on behalf of the Investor ) ) (print name)

14 SCHEDULE 1 DEFAULT 1. DEFAULT 1.1 Definition of Default If any Shareholder has not made a complete payment of any amount called by the Management Company by the Deadline or due and payable by the Shareholder pursuant to these Memorandum and Articles and its Subscription Agreement or Transfer Agreement, the Management Company may at any time thereafter, send a letter notifying such failure and demanding such payment (the "Defaulting Letter") to such Shareholder. 1.2 Consequences for Shareholders as from the Payment Date Interest shall accrue on the Amount Due automatically and without any formality whatsoever being necessary, calculated pro rata temporis on the basis of the LIBOR three month rate (established on the date of payment of the Amount Due (the Payment Date ) increased by 800 basis points for the period as from Payment Date up to the date payment is received by the Company or the Management Company (the Accrued Interest ). Furthermore, the Management Company shall have the right to determine in its sole discretion: (a) (b) (c) that the Shareholder which has defaulted on its payment shall not be entitled to receive any distributions from the Company of any kind whatsoever; and/or that whenever the vote, consent, or decision of a Shareholder is required or permitted pursuant to this Memorandum or Articles, the exercise of voting rights attached to all the shares held by the Defaulting Shareholders (the "Relevant Shares") shall be suspended being understood that the Commitments of such Defaulting Shareholders shall not be included as part of the total Commitments for any Shareholders vote purposes; and/or if such Shareholder is a member of the Advisory Board, such Shareholder will be removed from the Advisory Board and shall no longer be authorized to attend meetings or participate in any discussions or deliberations of the Advisory Board. 1.3 Remedy before Default Date The Shareholder may remedy its default by paying, prior to the date indicated in the Defaulting Letter to remedy the default, which shall not be less than twenty (20) Business Days after the date on which the Defaulting Letter was sent (the Default Date ), the Amount Due and the Accrued Interest (the Remedy Date ). In such case, such Shareholder shall recover: (a) (b) (c) its right to receive distributions, including any distributions which took place between the Payment Date and the Remedy Date; its voting right, it being specified that (i) the Shareholder shall not recover the right to participate in any vote, consent or decision which took place between the Payment Date and the Remedy Date and (ii) any vote, consent or decision which took place between the Payment Date and the Remedy Date shall not be considered as null or void on the basis that such Shareholder did not participate to such vote, consent or decision; and if applicable, its seat on the Advisory Board, it being specified that (i) the Shareholder shall not recover the right to participate in any vote of the Advisory Board which took place between the Payment Date and the Remedy Date and (ii) any vote of the Advisory Board which took place between the Payment Date and the

15 Remedy Date shall not be considered as null or void on the basis that such Shareholder did not participate to such vote. 1.4 Consequences for Shareholders as from the Default Date For the avoidance of doubt, (i) the Accrued Interest will continue to accrue on any unpaid Amount Due, and (ii) such Defaulting Shareholder shall remain liable for the payment of any and all Capital Calls made by the Management Company unless otherwise decided, in its sole discretion, by the Management Company in the case the Management Company exercises one and/or several of the remedies provided in this section 1.4. In addition to the foregoing, no right, power or remedy conferred upon the Management Company in this section 1.4 shall be exclusive, and each such right, power or remedy shall be cumulative and in addition to every other right, power or remedy whether conferred in this section 1.4 or now or hereafter available at law or in equity or by statute or otherwise. No course of dealing between the Management Company and any Defaulting Shareholder and no delay in exercising or partial exercise of any right, power or remedy conferred in this section 1.4 or now or hereafter existing at law or in equity, by statute or otherwise shall operate as a waiver or otherwise prejudice any such right, power or remedy at any time as from the Default Date. The Management Company shall have the right (but shall not be required) to exercise one or more of the rights described in the section to below separately, subsequently, collectively or as a single action or as several separate actions: Exclusion by Compulsory Redemption of Shares by the Company The Management Company may decide that all or part of the Relevant Shares shall be redeemed by the Company at a purchase price determined in accordance with section 1.5 hereof (a Compulsory Redemption ). All or part of the Relevant Shares will either be cancelled thereupon or partially or totally transferred to one or more purchasers, including the Management Company, any of its Affiliates, the other non defaulting Shareholders or any third party indicated by the Management Company (the "Purchaser") Purchase Option (a) Each Shareholder irrevocably agrees to sell all of the Relevant Shares to the Management Company or any party who may be substituted in the place of the Management Company as designated by the Management Company (the Purchase Option ), subject to the terms and the conditions provided herein, if the Shareholder has not paid the Amount Due as well as the Accrued Interest on or prior to the Default Date. The Management Company accepts this Purchase Option as a unilateral irrevocable undertaking to sell on the part of the Shareholder with no obligation to purchase on the part of the Management Company and the Management Company reserves the right to exercise such Purchase Option. Each Shareholder is bound by the Purchase Option until the closure of the liquidation of the Company. Such Purchase Option granted to the Management Company as an irrevocable right may be exercised at any time as from any Default Date, until the closure of the liquidation of the Company. (b) (c) A non-defaulting Shareholder or any third party designated by the Management Company may be substituted for the Management Company in the Management Company s rights arising from sections 1.4.2a to 1.4.2d herein at the time of the exercise of the Purchase Option or at any time before the transfer of all or part of the Relevant Shares. The Management Company shall have the right to exercise the Purchase Option as of the Default Date in the event that a Shareholder has not paid the Amount Due as well as the Accrued Interest on or prior to the Default Date

16 (d) The Management Company shall notify the Defaulting Shareholder of the exercise of the Purchase Option and of its intent to purchase all or part of the Relevant Shares by any written means (the Purchase Notice ). The Management Company will indicate in the Purchase Notice the number of Relevant Shares which will be purchased. The price at which the Purchase Option will be exercised shall be determined in accordance with section 1.5 hereof. In the event that the Management Company or any party who has been substituted in the place of the Management Company, as the case may be, notifies the exercise of the Purchase Option to the Defaulting Shareholder in accordance with the terms and conditions set out above, and the Defaulting Shareholder does not perform its obligations to transfer all or part of the Relevant Shares in accordance with the terms and conditions set out above or does or fails to do anything that prevents such transfer, the Management Company or any party who has been substituted in the place of the Management Company, as the case may be, may pay the Purchase Price as defined under section 1.5 hereof, into an escrow account held by the an entity designated by the Management Company. In this case, the presentation of a copy of the Purchase Notice and the escrow agreement shall be deemed to constitute a transfer order and shall cause the Company to enter the transfer in the relevant Register of Members and make such revisions as may be necessary to reflect the transfer and change in Shareholders. The Purchase Price paid into the escrow account shall be paid to the Defaulting Shareholder as soon as practicable following the transfer of all or part of the Relevant Shares in accordance with the terms and conditions set out above Conversion into Class D Shares The Management Company may also decide to compulsorily convert all or part of the Relevant Shares into Class D Shares (the Conversion into Class D Shares ). The Class D Shares shall bear no voting rights in relation to the Company. Except the D Share Payment as provided below, the Class D Shares will not be entitled to any distribution from the Company. After the Conversion into Class D Shares as described above, the Defaulting Shareholder may be released by the Management Company from any obligation to pay any future Further Drawdowns. The Management Company is irrevocably authorised to proceed to the conversion of the Relevant Shares into Class D Shares pursuant to the provisions above and proceed to such inscriptions in the register of the Company as appropriate. In the event the Management Company decides to proceed with a Conversion into D Shares, the Class D Shares will only be entitled to receive distribution for an amount equal to the Net Paid In Amount corresponding to the Relevant Shares converted into Class D Shares (the D Share Payment ), subject to the payment procedures described in section 1.6 below. 1.5 In the event the Management Company decides to proceed with a Compulsory Redemption or exercise the Purchase Option, such redemption or purchase shall occur, subject to the payment procedures described in section 1.6 below, at a price (the Purchase Price ) equal to: (a) (b) US$1 provided that: on the date of the redemption or purchase, the total amount of the Commitments drawdown by the Management Company is less than or equal to 15 % of the Commitments. the lesser of (i) 30 % of the Net Paid In Amount on the day on which the Relevant Shares are transferred or (ii) 30 % of the net Asset Value of the Company attributable to such Relevant Shares on the day on which the Relevant Shares are transferred, or (iii) US$1 if the Net Paid In Amount or the net Asset Value per Share referred to in (i) or (ii) is a negative amount provided that: on the date of the redemption or

17 (c) purchase, the total amount of the Commitments drawdown by the Management Company is comprised between 15 % and 50 % of the Commitment. the lesser of (i) 50 % of the Net Paid In Amount on the day on which the Relevant Shares are transferred or (ii) 50 % of the net Asset Value of the Company attributable to such Relevant Shares on the day on which the Relevant Shares are transferred, or (iii) US$1 if the Net Paid In Amount or the net Asset Value per Share referred to in (i) or (ii) is a negative amount provided that: as of the date the Purchase Notice is sent to the Defaulting Shareholder, the total amount of the Commitments drawdown by the Management Company is greater than 50 % of the Commitments. Notwithstanding the Purchase Prices provided in sub-sections (a) to (c) above, the Management Company may at its sole discretion propose a higher price if it is in the interest of the Company. 1.6 Payment Procedures The Management Company shall deduct the Accrued Interest incurred until the date of payment of the Purchase Price or the D Share Payment, as the case may be, from the Purchase Price or the D Share Payment, as the case may be. In addition, the Management Company shall also deduct the following amounts (collectively referred to as Default Expenses ) from the Purchase Price or the D Share Payment, as the case may be: (a) (b) (c) any costs or expenses (including any taxes and legal fees) incurred by the Company, the Management Company or their Affiliates due to the Defaulting Shareholder s failure to pay the Amount Due and the Accrued Interest; and any costs (including interest) incurred directly or indirectly as a result of any borrowings entered into by the Company to cover any shortfall as a result of the actions of the Defaulting Shareholder; and in the event of a Compulsory Redemption or Conversion into D Shares, an amount equal to the Defaulting Shareholder s pro rata share of the Management Fee and any other Ongoing Expenses or organizational expenses referred to in Regulation 9 of the Articles which would have been payable by the Defaulting Shareholder over the life of the Company, had the default not occurred. Once the Management Company has deducted the Accrued Interest and the Default Expenses from the Purchase Price or the D Share Payment, as the case may be, the Defaulting Shareholder shall receive the balance, if any, of the Purchase Price or the D Share Payment, as the case may be. Notwithstanding the foregoing, in the event of a Compulsory Redemption or Conversion into D Shares, such balance amount shall only be payable to the Defaulting Shareholder during the liquidation period of the Company after all other non-defaulting Shareholders have received full repayment of their Paid In Amount and payment of the Preferred Return according to the provisions of the Articles. If the Accrued Interest and the Default Expenses exceed the Purchase Price or the D Share Payment, as the case may be, the difference shall be owed by the Defaulting Shareholder to the Company. 1.7 Transfer of Ownership of the Relevant Shares The Shareholder represents and warrants that in the event of a Compulsory Redemption or a Purchase Option, the Relevant Shares will be redeemed or purchased free of any rights, encumbrances and liens and with full possession. The Management Company shall be constituted the agent for the redemption, transfer, or conversion of the Relevant Shares and each of the Shareholders hereby irrevocably appoints, until the final liquidation of the Company, the Management Company as their true and lawful attorney to execute any documents required in connection with such redemption, transfer or conversion if they shall become a Defaulting Shareholder. Each such Shareholder undertakes to ratify whatever the Management Company shall lawfully do pursuant to such power of

18 attorney and to keep the Management Company indemnified against any claims, costs and expenses which the Management Company may suffer as a result thereof. The Defaulting Shareholder undertakes to do all such acts and things, carry out all formalities, and, in particular, execute and deliver all required deeds, acts and documents, and perform all obligations arising thereunder, as may be necessary to give effect to the transfer of the Relevant Shares in particular against third party. The Company shall make such revisions to the Register of Members as may be necessary to reflect the change in Shareholders. 1.8 For the avoidance of doubt, the Company and the Management Company shall have the right to issue Capital Calls to non-defaulting Shareholders as necessary to make up for the shortfall due to the default of the Defaulting Shareholder up to the Commitment of each Shareholder. 1.9 Preservation of Rights When the Management Company exercises a particular right under this regulation, it shall not be prevented from subsequently exercising such right under tjos regulation and/or any other right at any time. The rights herein are stipulated in favor of the Management Company and the Management Company in its sole discretion acting in good faith may waive any of such rights without prejudice to any other rights. Each Shareholder acknowledges that the non-performance of its obligations arising under this Regulation cannot be adequately redressed by monetary damages alone, and, consequently, recognizes the right to seek enforcement of the terms hereof. The Investor agrees that in the event of an inconsistency between the provisions of this Schedule 1 and the provisions of the Memorandum and the Articles, the provisions of the Memorandum and the Articles shall prevail

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