Investment Opportunity in True North Fund VII

General Disclaimer, Disclosures and Risk Factors • • • • • • . • • • True North does not warrant the accuracy, reasonableness and/or completeness of any information. Past performance is not indicative of future results and there can be no assurance that the Fund will achieve its goals. We have included statements/opinions/recommendations in this material, which contain words, or phrases such as "MAY", "WILL", "SHOULD", "EXPECT", "ANTICIPATE", "ESTIMATE", "INTEND", "CONTINUE" OR "BELIEVE" and similar expressions or variations of such expressions, that are "forward looking statements". By their nature, all forward-looking statements involve risk and uncertainty. Any forward-looking statements contained in this material speak only as of the date on which they are made. True North, including its affiliates and any of its directors, officers, employees and any other persons associated with this shall not be liable for any loss, damage of any nature, including but not limited to direct, indirect, punitive, special, exemplary, consequential, as also any loss of profit in any way arising from the use of this material in any manner whatsoever and shall not be liable for updating the material. Description of certain risks involved would be set out in the Memorandum, if and when issued, or the Fund Documents. Such risks should be carefully considered by the recipient before making any investment decision. No reliance should be placed upon the contents of this material by any person who may subsequently decide to apply, or not apply, for interests in the Fund and/or any funds managed, advised or sponsored by True North and/or its affiliates. The recipient alone shall be responsible/ liable for any decision taken on the basis of this material. This material and the information set forth herein is not targeted at the residents of any particular jurisdiction or country and is not intended for distribution to, or use by, any person in any jurisdiction or country where such distribution or use would be contrary to local law or regulation or require compliance with any local filing requirements. It is the responsibility of the recipient to satisfy itself as to full compliance with the applicable laws and regulations of any relevant territory, including obtaining any requisite governmental, regulatory or other consent (where applicable) and observing any other formality presented in such territory. Further, any rates of return and other yields mentioned are indicative only and may change depending upon prevailing market, taxation, regulatory and other relevant factors. Prospective investors should carefully consider the risks involved in an investment in the Fund, including but not limited to those discussed below. Prospective investors should also carefully review the section entitled "Risk Factors" set forth in the Memorandum for further discussion of the risks associated with an investment in the Fund. Investing in the Fund is highly speculative, involves a high degree of risk, and is not intended as a complete investment program. The Fund is designed only for sophisticated investors who are able to risk losing their investment in the Fund and who have limited need for liquidity. Prospective investors should consult their own legal, tax and financial advisors as to all of these risks and an investment in the Fund generally. General. All securities investments risk the loss of capital. No guarantee or representation is made that the Fund will achieve its investment objectives or avoid substantial losses. An investment in the Fund is speculative and involves certain considerations and risk factors which prospective investors should consider before subscribing for interests in the Fund. A prospective investor should consult its own legal, tax and/or financial advisors prior to investing in the Fund. No guarantee of Performance. The Fund's investment program will focus on investments in various securities, which are subject to, without limitation, risks associated with limited diversification, leverage, interest rates, volatility, the Indian economy regionally and nationally, credit deterioration or default risks, system risks and other risks inherent in the Fund's activities. Reliance on the investment manager's key personnel. The investment manager will have sole investment discretion for the Fund; consequently, the Fund's success will be highly dependent on the expertise and performance of investment manager's investment team. Further, it is anticipated that the performance of portfolio companies will depend heavily on their respective management teams, and there can be no assurance that such teams will be able to successfully operate such portfolio companies. The loss of certain key individuals could have a significant adverse impact on the business of the Fund. Diversification. Though the Fund will seek to diversify its investments, there is no guarantee it will be successful in doing so. For instance, geographical concentration of the Fund's participation in a limited number of investments could lead to the Fund's aggregate returns being substantially and adversely affected by economic trends in a particular region or the unfavourable performance of even a single investment. Limited Liquidity. An investment in the Fund provides limited liquidity because (a) the interests are not freely transferable and withdrawal rights of holders of the interests is prohibited, and (b) no secondary market for interests in the Fund exists or is expected to develop. Fees and Expenses. Investors in the Fund will bear significant expenses, including without limitation, the Fund's organizational expenses, any carried interest, management fee, and various other expenses associated with the Fund's operations. These expenses will reduce the Fund's profitability, and there can be no assurance that the Fund will generate revenues in excess of the expenses it bears. General Economic and Market Conditions. The Fund's success will be affected by general economic and market conditions in India and globally, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of the Fund's investments), industry-specific events, trade barriers, national and international political circumstances (including wars, terrorist acts or security operations). Changes in regulation. Changes in the regulation of financial markets, private funds, or private funds' trading activities may adversely affect the ability of the Fund to pursue its investment strategy, its ability to obtain leverage and financing and the value of investments held by the Fund. It is impossible to predict what, if any, changes in laws and regulations may occur, but any legal or regulatory changes could have a material adverse impact on the Fund's performance and/or increase the Fund's exposure to potential liabilities and compliance costs. Investor Default or excuse: If an Investor fails to pay when due all or any portion of a Capital Contribution or other payment required to be made to the Fund or is excused from an Investment, and the Capital Contributions made by other Investors and borrowings by the Fund are inadequate to cover the defaulted amounts, the Fund could be unable to pay its obligations when due. As a result, the Fund could be subjected to significant penalties that could materially adversely affect the returns to all Investors. In addition, each Defaulting Contributor could incur significant economic losses, including, without limitation, forfeiture of capital and distributions, forced transfer of its Interests at a discounted price and loss of the right to make future capital contributions to the Fund. Subject to the limitations in the respective Contribution Agreements, the Manager is permitted to require an additional funding of Capital Commitments from the non-defaulting Investors or non-excused Investors to the extent of their Undrawn Capital Commitments, to fund the shortfall caused by the Contributor in Default or excused Investor. This may result in a Contributor contributing a larger amount to a particular Investment, thereby increasing the risk in the event that the Investee Entity does not perform well. 24 truenorth 0 For ICICI Securities Clients Only