Impact Investment
Supplemental Terms

1. Scope, Incorporation, and Document Structure

1.1. Scope

These Impact Investment Supplemental Terms govern Impact Investment-related matters, including without limitation any Impact Investment recommendation, application, diligence process, compliance review, transaction structuring, approval, documentation, funding, monitoring, realization, write-down, impairment, restructuring, enforcement, unwind, transfer, settlement, or related workflow designated by TrustBridge as being subject to these Impact Investment Supplemental Terms.

1.2. Binding effect and effective application

For each person or entity bound by these Impact Investment Supplemental Terms, these Impact Investment Supplemental Terms become effective on the earliest of: TrustBridge's written or electronic presentation, designation, or approval of the relevant Impact Investment matter; that person's or entity's written or electronic acceptance of these Impact Investment Supplemental Terms; that person's submission of an Impact Investment-related application, recommendation, or instruction after these Impact Investment Supplemental Terms are made available; that person's participation in the relevant Impact Investment workflow; or TrustBridge's acceptance, approval, or implementation of the relevant Impact Investment matter.

1.3. No entitlement

No person has any right or entitlement to have an Impact Investment reviewed, approved, documented, funded, maintained, restructured, extended, or realized in any particular manner or by any particular date. TrustBridge may approve, decline, defer, modify, stage, condition, partially approve, suspend, unwind, or terminate any Impact Investment-related matter in its sole discretion, subject to mandatory law.

1.4. Document hierarchy

These Impact Investment Supplemental Terms govern Impact Investment-related matters to which TrustBridge states that they apply. The Fund Terms continue to govern all Fund-related matters except to the extent these Impact Investment Supplemental Terms specifically supplement an Impact Investment-specific issue. In the event of conflict, these Impact Investment Supplemental Terms govern only with respect to the specific Impact Investment matter for which they are presented or designated, while the Fund Terms govern all other matters.

1.5. Relationship to Impact Investment Documents

Any Impact Investment Documents shall be read together with these Impact Investment Supplemental Terms and the Fund Terms. If an Impact Investment Document expressly states that it overrides a specific provision of these Impact Investment Supplemental Terms for a specific transaction, that Impact Investment Document shall control for that specific transaction and provision only to the extent TrustBridge has expressly approved such override in writing.

1.6. Supplemental Terms by hyperlink, schedule, or controlled workflow

TrustBridge may present, identify, or make available these Impact Investment Supplemental Terms by hyperlink, portal link, transaction page, application package, side letter, separate agreement, schedule, or other controlled workflow notice. A person who elects to proceed with, request, recommend, authorize, or participate in a matter for which these Impact Investment Supplemental Terms are presented is bound by them upon the earliest of electronic acceptance, signature, submission of the relevant request or instruction, participation in the relevant workflow, or TrustBridge's acceptance or approval of the relevant matter.

1.7. No broad override of Fund architecture

Nothing in these Impact Investment Supplemental Terms shall be construed to reduce, qualify, or displace TrustBridge's ownership, discretion, charitable control, authority over Fund assets, compliance rights, recordkeeping rights, assessment rights, or document-incorporation rights under the Fund Terms except to the extent these Impact Investment Supplemental Terms expressly supplement an Impact Investment-specific issue.

1.8. Controlled-workflow usage

TrustBridge may present these Impact Investment Supplemental Terms in whole or in part through a controlled digital or paper workflow. If TrustBridge presents a short-form Impact Investment notice, acknowledgment, or workflow summary that incorporates these Impact Investment Supplemental Terms by reference, the incorporated version shall govern unless TrustBridge expressly states otherwise.

2. Definitions

For purposes of these Impact Investment Supplemental Terms, the following definitions apply in addition to the defined terms incorporated from the Fund Terms:

• "Applicable Law" means any law, regulation, rule, treaty, governmental order, supervisory requirement, sanctions regime, tax requirement, regulatory expectation, or legally binding guidance applicable to TrustBridge, the relevant Fund, the relevant Impact Investment, the relevant Impact Investment Counterparty, the relevant transaction documents, or the jurisdictions implicated by the Impact Investment.
• "Approval Authorities" means the persons, committees, officers, delegates, or governing bodies within TrustBridge that are authorized from time to time to review, condition, approve, defer, reject, ratify, or supervise an Impact Investment or any related matter.
• "Capital Call" means any request, drawdown notice, follow-on funding request, tranche request, or other demand for additional capital, commitment funding, or additional disbursement in relation to an Impact Investment.
• "Conditions Precedent" means any condition, requirement, deliverable, certification, approval, consent, filing, opinion, verification, milestone, covenant compliance test, or other prerequisite that TrustBridge requires to be satisfied, waived, or deferred before any Impact Investment-related approval, funding, subsequent funding, or realization step occurs.
• "Impact Investment" means any mission-related, impact-related, programmatic, recoverable, values-aligned, or other TrustBridge-approved deployment of charitable assets in any form that TrustBridge determines is permissible and appropriate, whether classified by TrustBridge as an investment, a charitable program deployment, or another permitted structure.
• "Impact Investment Counterparty" means any issuer, borrower, obligor, fund, fund manager, general partner, investment vehicle, portfolio company, sponsor, guarantor, pledgor, servicer, administrator, or other person or entity involved in or benefiting from an Impact Investment.
• "Impact Investment Documents" means any subscription agreement, loan agreement, note, security document, side letter, consent, guarantee, intercreditor arrangement, funding notice, counterparty certificate, acknowledgment, application form, or other transaction-specific document relating to an Impact Investment.
• "Impact Investment Recommendation" means any non-binding recommendation, suggestion, request, referral, introduction, support, endorsement, or similar communication by a Fund Holder, Fund Advisor, contributor, adviser, or other person concerning a proposed or existing Impact Investment.
• "Impact Investment Records" means all records, data, reports, valuation materials, system entries, ledgers, diligence files, communications, and transaction documents that TrustBridge or its delegates create, receive, maintain, or rely upon in connection with an Impact Investment.
• "Network Investment Entity" means TrustBridge, any Network Member, supporting organization, affiliated charitable entity, or other TrustBridge-approved person or entity designated by TrustBridge to act as the legal investing, lending, subscribing, holding, funding, administering, monitoring, restructuring, enforcing, or realizing entity in connection with an Impact Investment, including, by way of illustration and without limitation, International Generosity Foundation and Givers Legacy Foundation.
• "Partner" means any TrustBridge-approved affiliate, supporting organization, Network Member, collaborating foundation, local implementation partner, diligence provider, service platform, or other person used by TrustBridge in connection with an Impact Investment.
• "Permitted Structure" means any structure approved by TrustBridge for an Impact Investment, including without limitation a direct loan, promissory note, convertible instrument, equity subscription, fund commitment, fund subscription, share purchase, member interest, revenue participation, recoverable charitable deployment, guarantee support, security package, special-purpose vehicle, co-investment structure, warehousing structure, staged funding structure, or other arrangement that TrustBridge determines is lawful and appropriate.
• "Prohibited Person" means any donor, Fund Holder, Fund Advisor, Successor, substantial contributor, TrustBridge manager (including any director, officer, employee, or trustee, whether current or within the preceding five (5) years), investment adviser, consultant, service provider, family member of any of the foregoing, or any entity directly or indirectly controlled (including by ownership or control of more than thirty-five percent (35%)) by any of the foregoing.
• "Realization Event" means any repayment, redemption, interest payment, dividend, distribution, sale, transfer, refinancing, monetization, liquidation, write-off, impairment, restructuring, settlement, enforcement recovery, insurance recovery, or other event resulting in actual or potential value realization, loss, or adjustment in respect of an Impact Investment.
• "Reporting Package" means any financial statements, management accounts, budgets, compliance certificates, impact reports, covenant certificates, use-of-proceeds reports, notices of material events, audit reports, tax reports, bank confirmations, cap table updates, valuation materials, or other information TrustBridge requires in connection with an Impact Investment.
• "Restricted Person" means any individual, entity, organization, government, jurisdiction, digital wallet, account, beneficial owner, or other person or instrumentality that is, or is reasonably suspected by TrustBridge to be, subject to any sanctions, embargoes, or restrictive measures administered or enforced by Switzerland, the United States, the European Union, the United Kingdom, the United Nations, or any other applicable governmental or regulatory authority; designated on any sanctions, watchlist, or restricted-party list; located, organized, or resident in a jurisdiction subject to comprehensive sanctions or identified as high-risk for anti-money laundering purposes; engaged in, or reasonably suspected of engaging in, activities relating to terrorism, terrorist financing, money laundering, bribery, corruption, fraud, or other financial crime; the subject of any investigation, enforcement action, or regulatory restriction relating to the foregoing; or otherwise subject to any legal, regulatory, or reputational restriction that would, in the sole discretion of TrustBridge, expose TrustBridge or its Network Members to legal, financial, or reputational risk.

3. TrustBridge's Status, Ownership, Control, and Structuring Discretion

3.1. Advisory-only character of Impact Investment Recommendations

Each Impact Investment Recommendation is advisory only and non-binding. No Impact Investment Recommendation obligates TrustBridge to proceed with any Impact Investment, to structure an Impact Investment in a particular way, to fund any amount, to sign any Impact Investment Document, to participate in any Capital Call, to preserve any recommendation rights, or to maintain any Impact Investment once approved.

3.2. Exclusive ownership and final discretion

All Fund assets remain subject to TrustBridge's exclusive legal ownership, control, and final discretion unless and until TrustBridge causes such assets to be deployed pursuant to an approved Impact Investment structure. No recommendation, request, designation, communication, term sheet, proposal, or statement by any other person binds TrustBridge unless TrustBridge expressly approves it in writing or through an approved controlled workflow.

3.3. Exclusive ownership, control, and use of designated investing entities

Upon deployment of Fund assets into an approved Impact Investment structure, the relevant Impact Investment position may be held directly in the name of TrustBridge or in the name of a Network Investing Entity designated by TrustBridge. The use of a Network Investing Entity does not alter the advisory-only nature of any Impact Investment Recommendation and does not confer upon any donor, Fund Holder, Fund Advisor, Successor, contributor, counterparty, or other person any proprietary, beneficial, account-holder, custodial, agency, nominee, escrow, fiduciary, or other ownership right in any Impact Investment or related asset.

3.4. Classification and routing

TrustBridge may classify or reclassify any proposed or actual Impact Investment as an investment, a charitable program deployment, a recoverable structure, a grant-adjacent structure, a staged transaction, an asset-management matter, or another permitted structure as TrustBridge considers appropriate. TrustBridge may also determine that an Impact Investment should instead proceed through a Network Member, Partner, affiliate, alternative charitable structure, or separate agreement.

3.5. No reliance on preliminary activity

Any introductory discussion, pipeline entry, term-sheet review, diligence request, document markup, management call, site visit, or conditional approval communication is preliminary only unless and until TrustBridge expressly approves the relevant Impact Investment in the manner it considers sufficient.

3.6. No continuing recommendation right

TrustBridge may discontinue, limit, or redesign any Impact Investment-related workflow, recommendation process, or approval pathway at any time. No prior Impact Investment approval creates any expectation that future Impact Investment Recommendations will be reviewed on the same basis or approved on similar terms.

4. Eligibility and Mission Alignment Standard

4.1. Mission-first standard

An Impact Investment must, in TrustBridge's judgment, further or support a Qualified Charitable Purpose and be materially consistent with TrustBridge's charitable mission, values, risk standards, and operational constraints. TrustBridge may require that the charitable or mission-related purpose of the proposed Impact Investment be articulated in writing in a form satisfactory to TrustBridge.

4.2. Returns secondary to charitable purpose

TrustBridge may consider expected return, capital preservation, liquidity, downside protection, and administrative burden, but no Impact Investment will be approved unless TrustBridge determines that the proposed deployment is charitable, mission-supportive, or otherwise permissible within TrustBridge's governing framework. Financial return expectations, if any, are supportive only and do not displace TrustBridge's mission-first standard.

4.3. Values and reputational alignment

TrustBridge may decline any Impact Investment that it determines is inconsistent with its faith-based standards, mission, values, regulatory obligations, banking requirements, safeguarding commitments, reputational posture, or internal policies, including where the proposed activity, sector, structure, jurisdiction, sponsor, or counterparty presents legal, ethical, operational, or reputational concerns.

4.4. Lawful and operationally feasible structure required

An Impact Investment must be legally, operationally, administratively, and banking-wise feasible in the relevant jurisdictions and under the relevant structure. TrustBridge may require jurisdiction-specific structuring, separate receiving entities, local counsel analysis, Network Member participation, additional opinions, special-purpose entities, or other structural modifications before approving an Impact Investment.

4.5. Ongoing alignment required

Mission alignment is not assessed only at initial approval. TrustBridge may revisit mission alignment during the life of an Impact Investment if the counterparty, activity, use of proceeds, ownership structure, impact pathway, or regulatory environment changes in a material way.

5. Permitted Structuring Options

5.1. General

TrustBridge may, in its discretion, use or require any Permitted Structure for an Impact Investment.

5.2. No obligation to use requested structure

TrustBridge is not required to use the structure requested by any recommender, contributor, Fund Holder, Fund Advisor, or Impact Investment Counterparty. TrustBridge may require a different structure, a different counterparty, a different funding sequence, a different documentation package, a different enforcement package, or a different charitable pathway.

5.3. Supporting documents and ancillary rights

TrustBridge may require any security document, note, guarantee, pledge, charge, assignment, side letter, board observer arrangement, negative covenant package, reporting covenant package, reserve mechanic, escrow, control agreement, consent, subordination, or other ancillary right or protection that it considers appropriate.

5.4. Separate transaction documents

The economic terms, repayment mechanics, pricing, return waterfall, liquidation preference, security package, dilution protections, governance rights, consent rights, subordination, intercreditor arrangements, transfer restrictions, and other instrument-specific terms of an Impact Investment may be stated in one or more Impact Investment Documents.

5.5. TrustBridge may require staged deployment

TrustBridge may require phased closings, milestone-triggered disbursements, escrowed draws, deferred funding, capital-call gating, contingent approvals, or other staged deployment mechanics where it considers them prudent.

5.6. Selection of investing structure

In structuring an Impact Investment, TrustBridge may determine whether the relevant Impact Investment should be originated, entered into, subscribed for, lent under, held, funded, administered, monitored, restructured, enforced, or realized directly by TrustBridge or through one or more Network Investing Entities. TrustBridge may determine that International Generosity Foundation, Givers Legacy Foundation, or another Network Member or affiliated charitable entity should serve as the investing entity for a particular Impact Investment if TrustBridge determines that such structure better serves the charitable purpose, compliance posture, operational needs, or economic efficiency of the relevant Impact Investment. No person shall have any right to require TrustBridge to use, or refrain from using, any particular Network Investing Entity.

6. Donor and Adviser Acknowledgments

6.1. Advisory role only

Each Fund Holder, Fund Advisor, contributor, or other person who recommends, supports, submits, or participates in an Impact Investment-related matter acknowledges and agrees that such person holds advisory privileges only to the extent recognized by TrustBridge and does not determine whether, when, how, or on what terms TrustBridge proceeds with any Impact Investment.

6.2. High risk and illiquidity

6.3. No obligation to meet future funding requests

Unless TrustBridge expressly agrees in writing, neither TrustBridge nor any Fund is obligated to honor any Capital Call, follow-on round, drawdown request, bridge request, rescue financing request, refinancing request, or other future funding request beyond the amount expressly approved by TrustBridge.

6.4. Assessments, taxes, and reserves may reduce realized value

Any proceeds, distributions, repayments, recoveries, or other value arising from an Impact Investment may be reduced by Assessments, taxes, withholdings, foreign-exchange effects, enforcement costs, valuation changes, reserves, holdbacks, and other costs or liabilities.

6.5. Acknowledgment regarding prohibited benefit and restricted transactions

Each recommender and participant acknowledges and agrees that no Impact Investment Recommendation may properly seek, and no Impact Investment may properly be used, to confer any impermissible private benefit, excess benefit, prohibited compensation, or other prohibited direct or indirect economic benefit on any Prohibited Person, or to involve any Restricted Person or prohibited or restricted transaction. Each recommender and participant further acknowledges that TrustBridge may refuse, defer, condition, restructure, unwind, or terminate any Impact Investment-related matter if TrustBridge identifies actual or potential concerns relating to Prohibited Persons, Restricted Persons, self-dealing, private inurement, sanctions, anti-money laundering, terrorist financing, bribery, corruption, fraud, or similar legal, banking, or reputational risks.

6.6. No advice; independent advisers advisable and preferred

TrustBridge does not provide legal, tax, investment, accounting, valuation, regulatory, structuring, securities-law, insolvency, fiduciary, or other professional advice to any recommender, participant, contributor, Fund Holder, Fund Advisor, Successor, or Impact Investment Counterparty. Nothing in the Impact Investment workflow, any discussion with TrustBridge personnel, or any form, template, comment, markup, operational guidance, or other communication by or on behalf of TrustBridge shall be construed as such advice. Each recommender and participant remains solely responsible for obtaining and relying upon independent professional advice from advisers of that person's own choosing. TrustBridge expressly states that obtaining such independent advice is advisable and preferred, particularly where the Impact Investment is cross-border, illiquid, complex, bespoke, tax-sensitive, governance-sensitive, or otherwise involves elevated legal, regulatory, economic, or reputational risk.

6.7. Additional contribution requests not prohibited

If taxes, liabilities, or funding obligations arise in connection with an Impact Investment and TrustBridge determines that additional donor support would be appropriate or necessary, TrustBridge may request, but is not obliged to accept, an additional Contribution.

6.8. No expectation of liquidity for grantmaking

A Fund associated with an Impact Investment may have reduced liquidity for grantmaking or other deployments during the life of the Impact Investment, and TrustBridge may maintain reserves or holdbacks that further affect currently available balances.

6.9. Transaction-specific acknowledgments may be required

TrustBridge may require additional signer-specific acknowledgments for a particular Impact Investment, including acknowledgments tailored to tax exposure, illiquidity, concentration, control limitations, side-letter limitations, or jurisdiction-specific risks.

7. Prohibited Persons, Restricted Persons, No Private Benefit, No Excess Benefit, No Self-Dealing, and Conflicts

7.1. Core prohibitions

No Impact Investment may be recommended, approved, structured, funded, maintained, modified, realized, restructured, settled, enforced, or otherwise used in a manner that results in impermissible private benefit, private inurement, excess benefit, self-dealing, prohibited compensation, non-arm's-length value transfer, or other prohibited economic benefit, whether direct or indirect. These prohibitions apply to the full life cycle of the Impact Investment, including origination, diligence, approval, initial funding, subsequent tranches, Capital Calls, amendments, waivers, restructurings, exits, settlements, recoveries, and write-offs.

7.2. Prohibited Persons

Without limitation, no Fund assets may be used through an Impact Investment for the private benefit of a Prohibited Person, except to the extent any such benefit is merely incidental, legally permissible, fully disclosed, and expressly approved by TrustBridge. No Impact Investment may be used to provide, directly or indirectly, any grant, loan, compensation, reimbursement, guarantee support, side payment, management fee, consulting fee, carried interest, rebate, priority allocation, transfer of value, below-market or above-market dealing, or other economic benefit to a Prohibited Person or to any disqualified person within the meaning of Applicable Law, except to the extent expressly permitted by Applicable Law and specifically approved by TrustBridge in writing.

7.3. Restricted Persons and restricted transactions

No Impact Investment may be approved, funded, administered, maintained, or realized if TrustBridge determines that the relevant Impact Investment Counterparty, beneficial owner, controlling person, intermediary, payment pathway, collateral structure, investor-side participant, service provider, or other related person is a Restricted Person, or if the Impact Investment would otherwise involve or facilitate a prohibited or restricted transaction.

7.4. Direct and indirect arrangements prohibited

The prohibitions in this Section apply whether the relevant benefit, transfer, arrangement, or restricted involvement is direct or indirect. No person may do through an intermediary, agent, nominee, beneficial owner, controlling person, side vehicle, affiliate, consulting arrangement, referral arrangement, service agreement, allocation mechanic, reimbursement pathway, or other indirect structure what would be prohibited if done directly.

7.5. Related-party and conflict review

TrustBridge may refuse, condition, defer, restructure, or terminate any Impact Investment involving a Prohibited Person, a related party, a substantial contributor, a person with advisory privileges over the relevant Fund, an investment adviser to TrustBridge, a TrustBridge manager, or any person or entity whose participation could create an actual or perceived conflict, impermissible benefit, excess benefit concern, restricted-transaction risk, or non-arm's-length outcome. Each person participating in an Impact Investment-related matter must promptly disclose any actual, potential, or perceived conflict of interest, related-party relationship, financial interest, board role, advisory role, beneficial ownership interest, compensation expectation, side arrangement, referral arrangement, or other circumstance that could bear on TrustBridge's review.

7.6. Compliance with charitable-law restrictions

All Impact Investment activity must comply with Applicable Law governing self-dealing, excess benefit transactions, conflicts of interest, charitable asset use, anti-inurement principles, sanctions, anti-money laundering, anti-terrorist financing, anti-bribery, anti-fraud, and related restrictions.

7.7. Arm's-length and enhanced review requirements

TrustBridge may require that any Impact Investment involving an actual or potential related-party element, insider element, conflict issue, or heightened restricted-person risk be supported by enhanced diligence, independent valuation, independent legal review, local counsel input, disinterested approval, alternative structuring, reserve mechanics, staged funding, additional covenants, or any other protections TrustBridge considers appropriate.

7.8. Protective actions and remedies

If TrustBridge determines, or reasonably suspects, that a Prohibited Person issue, Restricted Person issue, prohibited transaction, restricted transaction, excess benefit concern, private inurement concern, self-dealing issue, or other related legal, banking, or reputational risk exists or may arise, TrustBridge may freeze, defer, reject, reroute, condition, unwind, terminate, restructure, decline to fund, decline to continue funding, refuse to act on instructions, require additional information, require corrective action, impose reserves or holdbacks, require alternative documentation, or take any other protective action it considers appropriate.

7.9. Continuing obligation

The prohibitions, disclosure duties, compliance standards, and TrustBridge rights described in this Section continue throughout the life of the Impact Investment and apply to all amendments, restructurings, workouts, exits, waivers, enforcement steps, follow-on funding requests, settlement discussions, realization events, and post-close administration.

8. Due Diligence, Compliance Review, and Ongoing Re-Verification

8.1. Risk-based diligence

TrustBridge may conduct such legal, financial, operational, impact, mission, compliance, sanctions, source-of-funds, source-of-wealth, anti-bribery, anti-corruption, anti-fraud, anti-terrorism, beneficial ownership, tax, reputational, safeguarding, Prohibited Person, Restricted Person, conflicts, and excess-benefit diligence as it considers appropriate in relation to any Impact Investment.

8.2. No diligence limitation

TrustBridge may expand, repeat, pause, or reopen diligence at any time before or after approval, including upon a trigger event, suspected breach, change in law, change in structure, material adverse development, material inconsistency in information, adverse media, sanctions development, governance change, or potential use-of-proceeds deviation.

8.3. Local counsel and expert support

TrustBridge may require advice, reports, analyses, opinions, or confirmations from local counsel, tax advisers, valuation specialists, appraisers, technical advisers, auditors, industry experts, safeguarding specialists, or other external experts.

8.4. Background checks and screening

TrustBridge may perform screening and checks on Impact Investment Counterparties and on relevant shareholders, directors, officers, managers, controllers, key persons, guarantors, and beneficial owners.

8.5. Ongoing re-verification

TrustBridge may require re-verification of identity, authority, banking details, beneficial ownership, sanctions status, regulatory standing, licenses, permits, security perfection, insurance, or other Impact Investment-related matters at any time, including before any subsequent tranche or Capital Call.

8.6. TrustBridge may rely on incomplete or staged information only at its discretion

TrustBridge may choose to continue review notwithstanding missing items, but no partial review, request for more information, or conditional diligence step obligates TrustBridge to approve the Impact Investment or to treat any missing information as immaterial.

9. Information, Documentation, Translation, and Cooperation Requirements

9.1. Information requests

TrustBridge may require any person involved in an Impact Investment to provide such information and documentation as TrustBridge requests, including incorporation or formation documents, constitutional documents, board or member approvals, financial statements, forecasts, tax returns, ownership and control information, capitalization tables, legal opinions, business plans, pitch materials, impact plans, contracts, permits, consents, insurance documents, collateral information, lien searches, bank confirmations, and certifications.

9.2. English language requirement

TrustBridge may require that Impact Investment-related documents be provided in English or accompanied by an English translation. Unless TrustBridge expressly requires a certified translation, any submitted translation may be treated as accompanied by the submitting person's attestation that it is accurate to the best of that person's knowledge and of satisfactory quality.

9.3. Data room access and updates

TrustBridge may require access to a data room or other secure repository and may require continuous updating of materials during diligence, closing, and post-close monitoring.

9.4. Duty to supplement and correct

Each person providing information in connection with an Impact Investment must promptly correct, supplement, and update any information that becomes incomplete, inaccurate, misleading, stale, or materially changed.

9.5. Cooperation

Each relevant person must cooperate fully with TrustBridge's diligence, approval, funding, monitoring, valuation, restructuring, enforcement, audit, reporting, and risk-management processes.

9.6. Form of delivery

TrustBridge may require delivery through specified channels, including portal upload, secure data room, encrypted email, notarized hard copy, original wet-ink delivery, apostille or legalization, callback verification, or other controlled transmission method.

10. Conditions Precedent and Closing Requirements

10.1. Funding contingent on Conditions Precedent

TrustBridge is not required to sign, close, fund, or continue funding any Impact Investment unless and until all Conditions Precedent specified by TrustBridge have been satisfied or expressly waived by TrustBridge in writing.

10.2. Illustrative Conditions Precedent

Conditions Precedent may include, without limitation: satisfactory completion of diligence; internal approval by the relevant Approval Authorities; completion of KYC, AML, sanctions, and beneficial ownership review; execution of all Impact Investment Documents in form satisfactory to TrustBridge; evidence of authority and organizational approvals; delivery of legal, tax, regulatory, or valuation opinions or confirmations; perfection or establishment of security, escrow, or collateral protections; receipt of bank confirmations and verified payment instructions; satisfaction of co-funding, milestone, or matching-capital requirements; confirmation that no material adverse change or legal impediment has arisen; and payment, reservation, or accrual of applicable Assessments and expenses.

10.3. No implied waiver

No review, discussion, negotiation, term sheet, draft document, preliminary approval, workflow progress, funding preparation, or logistical coordination constitutes a waiver of any Condition Precedent unless TrustBridge expressly waives it in writing.

10.4. TrustBridge may impose additional closing protections

TrustBridge may impose additional closing protections, including escrow mechanics, legal-opinion conditions, local-filing conditions, director certificates, bring-down certificates, collateral-control steps, tax-registration steps, and proof of insurance or licensing.

11. Funding Mechanics, Tranches, Capital Calls, and Subsequent Funding

11.1. Initial funding

TrustBridge may fund an Impact Investment in one or more tranches, installments, closings, draws, subscriptions, or other disbursements as it considers appropriate.

11.2. Future Capital Calls and follow-on rounds

TrustBridge may, but is not obliged to, participate in future Capital Calls, follow-on rounds, rescue financings, bridge financings, dilution-protection exercises, or other subsequent funding events. Any such participation requires separate TrustBridge approval.

11.3. Conditions for later disbursements

TrustBridge may condition any later disbursement on continued compliance, reaffirmed representations, updated diligence, confirmed impact performance, satisfaction of milestone conditions, re-verified banking details, updated tax or legal review, or any other matters it considers relevant.

11.4. Funding source and available balance

TrustBridge is not required to fund any Impact Investment in an amount that exceeds the relevant available balance after taking into account pending transactions, reserves, holdbacks, Assessments, taxes, foreign-exchange effects, valuation movements, and other obligations.

11.5. Payment instructions and funding risk

TrustBridge may rely on payment instructions and funding mechanics that it reasonably believes to be accurate and authorized, and may defer funding pending any callback, verification, discrepancy resolution, or fraud-prevention process.

11.6. No waiver by prior funding

Any prior tranche, draw, or contribution by TrustBridge does not obligate TrustBridge to make later disbursements, waive later Conditions Precedent, or continue support if TrustBridge's view of the risk, mission, legal, or operational profile changes.

12. Assessments, Fees, Taxes, Withholdings, Foreign Exchange, Expenses, Accruals, Reserves, and Cost Recovery

12.1. Applicability of Assessments

All Assessments authorized under the Fund Terms apply to Impact Investment-related matters to the extent relevant, including without limitation due diligence or investment origination assessments, administrative assessments, investment oversight assessments where applicable, enhanced due diligence charges, foreign-exchange charges, legal and professional fees, custody and settlement charges, travel and site review costs, enforcement costs, valuation costs, storage costs, and any other Impact Investment-related costs or liabilities.

12.2. Current assessment references

Current assessment categories and indicative amounts may be communicated through the Fund Terms, these Impact Investment Supplemental Terms, Impact Investment Documents, transaction-specific materials, direct written notice, or TrustBridge's then-current assessment materials. TrustBridge may update such assessments from time to time in accordance with the Fund Terms.

12.3. Taxes and withholding

Any income tax, withholding tax, transfer tax, stamp duty, filing cost, reporting cost, registration fee, or other tax-related cost or liability arising in connection with an Impact Investment may be charged to the relevant Fund, Impact Investment, or transaction.

12.4. Foreign exchange

Where an Impact Investment involves currency conversion, cross-border transfers, or returns in a different currency from the Fund's administrative currency, TrustBridge may apply or pass through actual foreign-exchange costs, spreads, intermediary deductions, and related expenses.

12.5. Expenses and accruals

TrustBridge may accrue or deduct costs and liabilities before, during, or after closing, including where the relevant Impact Investment has not yet produced liquid proceeds.

12.6. Reserves and holdbacks

TrustBridge may create reserves or hold back amounts for actual or potential liabilities, taxes, indemnity exposure, post-closing obligations, exit uncertainty, enforcement costs, clawback risk, chargeback risk, litigation risk, contingent liabilities, reporting uncertainty, or other identified risks.

12.7. Netting and setoff

TrustBridge may net or set off Impact Investment-related costs, liabilities, reserves, and obligations against Impact Investment proceeds, Fund Balances, other related amounts, or later realizations to the extent permitted by Applicable Law.

12.8. Continuing assessment power

The existence of an illiquid, non-performing, or non-distributing Impact Investment does not eliminate TrustBridge's right to accrue or charge applicable Impact Investment-related or Fund-level assessments and expenses.

13. Valuation, Illiquidity, Impairment, Markdowns, and Accounting Treatment

13.1. TrustBridge determination

TrustBridge may determine or obtain the valuation method, timing, frequency, source, assumptions, and classification used for any Impact Investment for administrative, accounting, reporting, risk, or compliance purposes.

13.2. Valuation sources

TrustBridge may rely on market prices, financing-round data, fund administrator statements, manager reports, board-approved marks, appraisals, discounting analyses, cost, independent valuation reports, or other methods it considers appropriate.

13.3. Limited liquidity and transferability

An Impact Investment may not have an active market, may be subject to transfer restrictions, may be subject to lockups, pre-emption rights, manager consent requirements, or other illiquidity features, and may be difficult or impossible to realize at a time or value desired by any person.

13.4. Impairment, markdown, and write-off

TrustBridge may mark an Impact Investment down, reserve against it, impair it, classify it as non-performing, suspend carrying value, or write it off in whole or in part if TrustBridge determines that doing so is appropriate.

13.5. Informational nature of valuations

Any Impact Investment valuation shown in a statement, portal display, activity summary, or report is informational only and does not constitute a guarantee of realizable value, an appraisal, or a representation that the relevant Impact Investment can be sold, redeemed, enforced, or realized at that value.

13.6. Divergence between administrative value and realizable value

The administrative, accounting, or statement value of an Impact Investment may differ materially from liquidation value, transfer value, enforcement value, tax value, or a value used in third-party financing or restructuring discussions.

14. Post-Close Monitoring, Reporting, Impact Reporting, Financial Reporting, Inspection, and Compliance Certificates

14.1. Monitoring rights

TrustBridge may monitor the financial, legal, operational, impact, safeguarding, and mission performance of any Impact Investment for so long as TrustBridge considers appropriate.

14.2. Reporting Package requirements

TrustBridge may require periodic Reporting Packages at such intervals and in such form as it specifies, including quarterly, annual, event-driven, milestone-triggered, compliance-triggered, or ad hoc reporting.

14.3. Financial and impact reporting

TrustBridge may require both financial performance reporting and impact or mission reporting, including narrative reports, KPI reporting, covenant testing, audited or unaudited financials, budget-to-actual comparisons, and use-of-proceeds confirmations.

14.4. Notice of material events

The relevant Impact Investment Counterparty must notify TrustBridge promptly of any material adverse event, default, litigation, regulatory issue, sanctions issue, safeguarding issue, data breach, cybersecurity incident, ownership change, control change, financing event, insolvency event, or other event that could affect the Impact Investment, its charitable purpose, or TrustBridge's risk.

14.5. Inspection, audit, and verification

TrustBridge may require access to books, records, management, sites, operating locations, collateral, compliance records, bank confirmations, and other materials for inspection, audit, or verification, subject to reasonable confidentiality constraints and Applicable Law.

14.6. Compliance certifications

TrustBridge may require periodic certificates confirming ongoing compliance with use-of-proceeds covenants, sanctions and anti-bribery undertakings, insurance obligations, legal existence, licensing status, tax standing, and other Impact Investment requirements.

14.7. Post-close corrective measures

If TrustBridge identifies deficiencies, omissions, covenant concerns, mission drift, or compliance concerns, TrustBridge may require corrective action plans, supplemental reporting, reserve enhancements, consent restrictions, funding holds, legal remediation, governance changes, or other protective measures.

15. Distributions, Repayments, Exit Proceeds, Realizations, Recoveries, and Write-Offs

15.1. Application of proceeds

Any interest, dividend, distribution, repayment, redemption, realization proceeds, enforcement recovery, settlement amount, monetization proceeds, insurance proceeds, or other value arising from an Impact Investment may be received by TrustBridge and applied in its discretion, including to reserves, costs, taxes, Assessments, indemnity exposure, or recrediting or allocating the net amount to the relevant Fund Balance.

15.2. Reinvestment or holding of proceeds

TrustBridge may hold realized Impact Investment proceeds in cash or other short-duration arrangements, reinvest them, apply them to reserves or other obligations, or make them available for future charitable deployment, in each case subject to the Fund Terms and any applicable transaction-specific restrictions.

15.3. Write-downs and losses

Any loss, write-down, impairment, write-off, enforcement shortfall, dilution, or other adverse value event may be reflected in the relevant Fund Balance or other TrustBridge records without liability to TrustBridge except to the extent prohibited by mandatory law.

15.4. Restructuring and workout proceeds

TrustBridge may compromise, amend, extend, subordinate, settle, exchange, restructure, or otherwise deal with any Impact Investment or claim relating to an Impact Investment in the manner it considers appropriate.

15.5. No requirement of immediate release to current availability

TrustBridge is not required to make Impact Investment proceeds immediately available for grantmaking, further Impact Investment deployment, or other uses if TrustBridge determines that reserves, taxes, pending liabilities, settlement delays, clawback risk, documentation uncertainty, or administrative processing justify delay.

16. Counterparty Representations, Warranties, and Covenants

16.1. General

To the extent an Impact Investment Counterparty is bound by these Impact Investment Supplemental Terms or by an Impact Investment Document that incorporates them, that Impact Investment Counterparty represents, warrants, and covenants to TrustBridge, both at signing and, where relevant, on each funding date, as follows.

16.2. Organization and authority

It is duly formed, validly existing, and has the power and authority to enter into, perform, and carry out the Impact Investment Documents and the contemplated transaction.

16.3. Valid authorization and enforceability

Its execution, delivery, and performance of the Impact Investment Documents have been duly authorized by all necessary organizational action, and the Impact Investment Documents constitute legal, valid, and binding obligations enforceable in accordance with their terms, subject to customary insolvency and equitable limitations and to any additional qualifications stated in any required legal opinion.

16.4. Accuracy of information

All information, statements, projections, materials, and supporting documents provided to TrustBridge are complete, accurate, current, and not misleading in any material respect.

16.5. No legal conflict

Its execution, delivery, and performance of the Impact Investment Documents and the use of proceeds do not violate Applicable Law, its governing documents, any order or judgment, or any material contract binding on it.

16.6. Use of proceeds

Impact Investment proceeds shall be used solely for the purposes approved by TrustBridge and in accordance with the Impact Investment Documents and Applicable Law.

16.7. Sanctions, corruption, and financial crime

Neither it nor, to the extent relevant, its controlling persons, beneficial owners, directors, officers, managers, or key representatives is a Restricted Person, except to the extent fully disclosed to and expressly accepted by TrustBridge in writing, and it will not use Impact Investment proceeds for bribery, corruption, fraud, money laundering, sanctions evasion, terrorist financing, human trafficking, or other unlawful conduct.

16.8. No prohibited benefit

The Impact Investment does not and will not result in an impermissible private benefit, excess benefit, prohibited compensation arrangement, non-arm's-length transfer, or other direct or indirect economic benefit to any Prohibited Person, disqualified person, or other relevant insider or related person, except to the extent expressly disclosed, legally permissible, and specifically approved by TrustBridge in writing after appropriate review.

16.9. Restricted Person status

Neither it nor, to the extent relevant, any intermediary, agent, nominee, beneficial owner, controlling person, director, officer, manager, or key representative involved in the Impact Investment is a Restricted Person, except to the extent fully disclosed to and expressly accepted by TrustBridge in writing.

16.10. Financial, reporting, and notice covenants

It will maintain books and records sufficient to evidence financial performance and use of proceeds, provide required Reporting Packages, maintain any required insurance, pay material taxes and governmental charges when due unless legitimately contested, and give prompt notice of any material adverse event or default.

16.11. Further assurances

It will execute and deliver such additional documents, filings, notices, consents, certificates, and confirmations as TrustBridge reasonably requires.

16.12. Continuing bring-down expectation

TrustBridge may require that representations, warranties, certifications, or factual confirmations be repeated or brought down as of each closing, tranche, Capital Call, amendment, waiver, or realization step.

17. Reliance on Third Parties, Administrators, Custodians, Local Counsel, and Network Partners

17.1. Use of third parties

TrustBridge may use or rely on Partners, Network Members, affiliates, banks, custodians, administrators, exchanges, brokers, transfer agents, settlement providers, escrow agents, professional advisers, local counsel, data providers, screening providers, auditors, fund administrators, valuation firms, and other third parties in connection with any Impact Investment.

17.2. No responsibility for third-party acts outside TrustBridge's direct control

Except to the extent prohibited by mandatory law or directly caused by TrustBridge's unlawful intent or gross negligence, TrustBridge is not responsible for delays, refusals, valuation outcomes, operational failures, settlement failures, administrator errors, market closures, intermediary deductions, exchange restrictions, local law restrictions, or other acts or omissions of third parties not under TrustBridge's direct control.

17.3. Delegation and routing

TrustBridge may delegate operational tasks, diligence tasks, monitoring tasks, administrative tasks, settlement tasks, and post-close administration, and may route all or any portion of an Impact Investment through one or more Network Investing Entities or other approved persons or structures.

17.4. Effect of use of a Network Investing Entity

Where TrustBridge designates a Network Investing Entity, the relevant Impact Investment may be documented, booked, funded, held, monitored, restructured, enforced, or realized in the name of that entity. The use of a Network Investing Entity shall not create any direct claim, contractual privity, beneficiary status, or ownership right in favor of any donor, Fund Holder, Fund Advisor, Successor, contributor, or other third party against that entity except to the extent such rights are expressly created in a written instrument approved by TrustBridge.

17.5. No representation as to third-party capacity or regulation

TrustBridge makes no representation that any third party, including any Network Investing Entity, used in connection with an Impact Investment is available in every jurisdiction, regulated in a particular way, or suitable for every transaction unless TrustBridge expressly states so in writing for the specific Impact Investment.

18. Data Use, Confidentiality, and Cross-Border Sharing

18.1. Data processing

TrustBridge may collect, use, store, analyze, and otherwise process Personal Data and other Impact Investment-related information to the extent reasonably necessary for Impact Investment administration, diligence, compliance, monitoring, reporting, accounting, security, legal protection, dispute resolution, and service improvement, in accordance with Applicable Law and the relevant privacy notice.

18.2. Disclosures

TrustBridge may disclose Impact Investment-related information to affiliates, Partners, Network Members, banks, custodians, administrators, local counsel, auditors, professional advisers, regulators, tax authorities, law enforcement, insurers, and other relevant recipients where reasonably necessary for Impact Investment-related purposes.

18.3. Cross-border processing

Because Impact Investment activity may involve multiple jurisdictions, Impact Investment-related information may be transferred to, accessed from, stored in, or processed in multiple jurisdictions, subject to Applicable Law and any required transfer mechanisms or safeguards.

18.4. Confidentiality

Each person receiving non-public Impact Investment-related information through TrustBridge must keep that information confidential and use it only for the specific Impact Investment-related purpose for which it was provided, except as permitted by TrustBridge or required by Applicable Law.

18.5. Compliance disclosure priority

Where Applicable Law, regulatory expectation, sanctions compliance, audit rights, or legal process requires disclosure, TrustBridge may disclose Impact Investment-related information notwithstanding any general expectation of confidentiality, to the extent legally permitted.

19. Risk Disclosures and No-Guarantee Language

19.1. No guarantee of approval, funding, outcome, or return

TrustBridge does not undertake, represent, or guarantee that any proposed Impact Investment will be approved, that any approved Impact Investment will close or fund, that any Capital Call will be met, that any return will be achieved, that principal will be preserved, that liquidity will exist, that collateral will retain value, that covenants will prevent loss, that any tax outcome will occur, or that any charitable impact objective will be achieved as projected.

19.2. Specific Impact Investment risks

An Impact Investment may be subject to business risk, borrower or issuer risk, fund-manager risk, leverage risk, subordination risk, enforcement risk, counterparty risk, jurisdiction risk, securities-law risk, sanctions risk, regulatory change risk, currency risk, settlement risk, tax risk, reporting risk, reputational risk, governance risk, valuation risk, impact-reporting risk, fraud risk, corruption risk, documentation risk, and operational risk.

19.3. Returns may be delayed, reduced, or eliminated

Expected payments, distributions, exits, refinancing events, monetizations, or liquidity events may not occur when projected or at all. Realized value may be materially lower than modeled or entirely absent.

19.4. No implication of regulated investment service

Nothing in these Impact Investment Supplemental Terms, the Impact Investment workflow, or related communications shall be construed to mean that TrustBridge is acting as a bank, broker, investment adviser, asset manager for hire, regulated financial intermediary, custodian for the donor, or fiduciary to the recommender.

20. Limitation of Liability and Indemnities

20.1. Incorporation of Fund Terms liability framework

The standard-of-conduct, no-guarantee, limitation-of-liability, mandatory-law carve-out, indemnity, reimbursement, records, and survival provisions of the Fund Terms apply to Impact Investment-related matters unless expressly supplemented below.

20.2. Impact Investment-specific exclusion of liability

Without limiting the Fund Terms and except to the extent prohibited by mandatory law or directly caused by TrustBridge's unlawful intent or gross negligence, TrustBridge shall not be liable for any loss, delay, refusal, interruption, depreciation, missed opportunity, failed realization, impaired value, collateral deficiency, dilution, tax leakage, reporting failure by a counterparty, or other adverse consequence arising out of or in connection with any Impact Investment.

20.3. User and participant indemnity

Each person bound by these Impact Investment Supplemental Terms shall indemnify and hold harmless TrustBridge, its board members, officers, employees, delegates, affiliates, Network Members, and service providers from and against losses, liabilities, costs, claims, and expenses, including reasonable legal and professional costs, arising out of or relating to that person's breach of these Impact Investment Supplemental Terms or any Impact Investment Document; false, incomplete, inaccurate, or outdated information supplied by or on behalf of that person; any undisclosed conflict, side arrangement, or prohibited benefit; any impermissible Impact Investment Recommendation or Impact Investment-related request; liabilities attached to contributed or deployed assets or structures to the extent not disclosed and accepted by TrustBridge; or any third-party claim arising from that person's acts or omissions, except to the extent finally determined to have resulted from TrustBridge's unlawful intent or gross negligence.

20.4. Counterparty indemnity

TrustBridge may require any Impact Investment Counterparty to provide transaction-specific indemnities in one or more Impact Investment Documents, including indemnities for use-of-proceeds violations, sanctions breaches, tax liabilities, environmental liabilities, title defects, misrepresentation, enforcement costs, and other identified risks.

20.5. Survival and cumulative remedies

TrustBridge's indemnity, reserve, reimbursement, setoff, and recovery rights are cumulative and may be exercised in combination to the extent permitted by Applicable Law.

21. Suspension, Refusal, Unwind Rights, and Survival

21.1. General rights

TrustBridge may suspend, restrict, condition, defer, terminate, or refuse any Impact Investment-related matter where it reasonably determines that doing so is necessary or desirable for legal, regulatory, banking, mission-related, values-based, documentation, security, reputational, operational, diligence, enforcement, liquidity, or risk-management reasons.

21.2. Unwind, restructuring, and enforcement rights

TrustBridge may unwind, rescind, restructure, renegotiate, compromise, enforce, accelerate, settle, dispose of, transfer, redeem, sell, write off, or otherwise deal with any Impact Investment or Impact Investment-related claim or obligation whenever TrustBridge considers such action appropriate.

21.3. Effect of refusal or termination

If TrustBridge refuses, suspends, terminates, or unwinds an Impact Investment-related matter, TrustBridge may retain or apply reserves, costs, and protections, may complete or unwind pending actions, and may take such protective steps as it deems appropriate.

21.4. Survival

Any provision of these Impact Investment Supplemental Terms that by its nature should survive shall survive, including provisions concerning ownership, discretion, confidentiality, data use, liability, indemnity, records, valuation, taxes, reserves, dispute resolution, enforcement, and post-closing cooperation.

21.5. No waiver by delay

Any delay by TrustBridge in exercising an Impact Investment-related right, remedy, reserve power, or enforcement option shall not constitute a waiver of that right or remedy.

22. Governing Law and Dispute Resolution

22.1. Parties already bound by the Fund Terms

As between TrustBridge and any person already bound by the Fund Terms, the governing-law, Christian conciliation, mediation, arbitration, interim-relief, language, and related dispute-resolution provisions of the Fund Terms apply to these Impact Investment Supplemental Terms as if fully set out herein.

22.2. Default rule for Impact Investment matters

Unless an Impact Investment Document expressly approved by TrustBridge provides otherwise for a specific Impact Investment Counterparty or transaction, these Impact Investment Supplemental Terms and any non-contractual matters arising out of or in connection with them are governed by the laws of Switzerland, excluding its conflict-of-laws principles, subject to mandatory law.

22.3. Transaction-specific deviation permitted if approved

TrustBridge may approve a different governing law, forum, seat, procedural framework, or enforcement mechanism in a particular Impact Investment Document where TrustBridge determines that such tailoring is necessary or appropriate for the relevant transaction, counterparty, collateral, or jurisdiction.

22.4. Protective and interim relief

Nothing in these Impact Investment Supplemental Terms prevents TrustBridge from seeking interim, conservatory, injunctive, asset-protection, confidentiality-protection, evidence-preservation, or enforcement relief in any competent forum.

22.5. Mandatory-law carve-outs preserved

Where a jurisdiction's mandatory law requires a different disclosure, enforcement, dispute, consumer, tax, insolvency, securities, or regulatory treatment for a particular person, transaction, or issue, these Impact Investment Supplemental Terms shall be read subject to that mandatory law, but only to the minimum extent required.