The detailed information and materials relating to Ariake Secondary Fund I L.P., Ariake Secondary Fund II LP and Ariake Secondary Fund III LP (together with its affiliates, “ARIAKE”) contained in this data room (the “Evaluation Material”) are password protected and are only being made available to a limited number of qualified investors to whom such information is permitted to be provided under applicable laws and regulations.

By clicking on the “Agree” button below, you are acknowledging that you have read and understand, and are agreeing to be bound by, the Covenants, Terms & Conditions set forth below. If you do not agree with the Covenants, Terms & Conditions, please exit this data room and notify Shinobu MIYATA, Aizawa Asset Management Co., Ltd (smiyata@aizawa-am.co.jp, +81 (3) 6263-9690) that you wish to discontinue the use of your Login ID and password.

Covenants, Terms & Conditions

Please read the following Covenants, Terms and Conditions governing this data room.

Conditions of Use

By using this data room, you (i) acknowledge and agree that you have read these Covenants, Terms and Conditions carefully and understand each of them, and (ii) signify your assent to these Covenants, Terms and Conditions without limitation or qualification. ARIAKE may at any time revise these Covenants, Terms and Conditions by updating this posting. You are bound by any such revisions and should therefore periodically visit this page to review the then current Covenants, Terms and Conditions to which you are bound.

This data room is subject to subsequent update and revision, which may occur at any time or from time to time, but not on any particular schedule. The Evaluation Material should only be considered current as of the date of initial publication appearing thereon, without regard to the date on which you may access the information. ARIAKE maintains the right to delete or modify the Evaluation Material without prior notice. You understand and agree that (i) ARIAKE is making no representations or warranties, express or implied, as to the accuracy or completeness of the Evaluation Material, and (ii) ARIAKE does not take responsibility for the consequences of reliance upon any statement or information contained in, or any omission from, the Evaluation Material.

You agree that, in consideration for ARIAKE providing you with access to the data room and the Evaluation Material, none of ARIAKE or any of its members, directors, officers, partners, employees or agents will be liable for any direct or indirect, special, incidental, consequential or punitive damages, lost profits or any other losses relating to your or your Representatives’ (as defined herein) use of the data room or any Evaluation Materials.

This data room is being made available to (i) existing limited partners in funds affiliated with ARIAKE (“ARIAKE Funds”) and the designated representatives of those limited partners, and (ii) certain qualified prospective investors who have requested materials in connection with their evaluation of ARIAKE Funds. In all cases, the Evaluation Material being furnished to you in this data room is being provided on a confidential basis. You are responsible for the confidentiality and use of your Login ID and password and agree not to disclose them to any third party. ARIAKE does not authorize the sharing of such Login ID and password and is not responsible for any breach of security caused by your failure to maintain the confidentiality of your Login ID and password. You are responsible for all statements, acts or omissions that occur through your Login ID and password. You agree to notify ARIAKE if your Login ID or password is lost or stolen or if you become aware that your Login ID or password is being used in an unauthorized manner. ARIAKE reserves the right to discontinue or modify your Login ID and password at any time. ARIAKE may terminate your ability to access this data room, with or without notice, for any reason whatsoever and shall not be liable to you or any third party for such termination. You will not attempt to circumvent any of the security features of this data room. You agree to promptly notify ARIAKE if you wish to discontinue use of your Login ID and password by contacting Shinobu MIYATA, Aizawa Asset Management Co., Ltd (smiyata@aizawa-am.co.jp, +81 (3) 6263-9690).

As used herein, “you” refers to the individual accessing and using the data room and, if that individual is accessing and using this data room on behalf of a corporation, partnership, limited liability company or other business entity, then “you” also includes that entity.

Confidentiality

The Evaluation Materials contain confidential information regarding the investment activities of ARIAKE and Aizawa Asset Management Co., Ltd (“AIZAWA”; see “Content” below). You recognize and acknowledge the competitive value and confidential nature of the Evaluation Materials contained on this data room and the damage that could result to ARIAKE and/or AIZAWA if any information contained therein is disclosed to a third party. You hereby agree that (i) you shall use the Evaluation Materials solely for the purpose of evaluating ARIAKE and for no other purpose, (ii) the Evaluation Materials will be kept confidential and will not be altered or reproduced or transferred to any person, other than your officers, directors, employees, attorneys, consultants, clients, or advisors (your “Representatives”) who need to receive such Evaluation Materials for the purpose of evaluating an investment by you in the Fund; provided, that in all cases such Representatives agree to keep the Evaluation Materials confidential in accordance with the Covenants, Terms and Conditions provided herein and (iii) you or your Representatives will not otherwise disclose any of the Evaluation Materials in any manner whatsoever without ARIAKE’s prior written consent. This includes all materials prepared by or for you or your Representatives containing any information derived from the Evaluation Material (“Notes”), and any communication among ARIAKE and AIZAWA (including its employees, agents (including any placement agent) and professional advisors) and you or your Representatives in relation to any information provided hereunder or any other information provided by ARIAKE and/or AIZAWA (including its employees, agents (including any placement agent) and professional advisors) to you or your Representatives. In any event, you agree to undertake reasonable precautions to safeguard and protect the confidentiality of the Evaluation Materials and to accept responsibility for any breach of the terms set forth on this data room by you or your Representatives. Notwithstanding any other provision hereof, (a) in the event that you are required by law, judicial or governmental order, subpoena, discovery request or similar process to disclose any of the information contained in the Evaluation Materials, you may disclose such information without liability hereunder, provided that you will notify ARIAKE, to the extent legally permissible, reasonably promptly prior to such disclosure so that it may seek a protective order or other appropriate remedy and (b) information or materials that are already in the public domain will not be considered confidential. Promptly upon request from ARIAKE, you and your Representatives will destroy the Evaluation Material (including, without limitation, any Notes) except as otherwise required by applicable law.

You acknowledge and agree that the Evaluation Materials may contain material, non-public information regarding companies with publicly traded securities and as such you are duly required to maintain the confidentiality of that information. Failure to do so may result in both civil and criminal penalties. The United States securities laws prohibit any person who has material, non-public information about an issuer of securities from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.

Access

By accessing the data room, you affirm that you are (i) an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended and otherwise qualified to view offering materials related to any investment vehicle sponsored or managed by ARIAKE that may become available for subscription under any other applicable securities laws and (ii) a “qualified purchaser” within the meaning of section 3(c)(7) of the U.S. Investment Company Act of 1940, as amended, and as such term is defined in section 2(a)(51) of such Act.

Neither this data room nor any of the Evaluation Materials contained herein are directed to, or intended for distribution to or use by, any person or entity who is a citizen of, resident of, or located in, any jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would subject ARIAKE or one of its affiliates or otherwise related entities to any registration, filing or licensing requirement within such jurisdiction or would subject ARIAKE or one of its affiliates or otherwise related entities to regulation by securities or other governmental authorities in any such jurisdiction.

If you are located in a country other than the United States, by accessing this data room, you affirm that you are eligible to view this information on a private placement basis in the country in which you are located.

Persons in the European Economic Area

If you are domiciled or have a registered office in the European Economic Area (“EEA”), you affirm that (i) you (or your Representatives) have inquired about ARIAKE and requested access to the data room on your own initiative without being solicited by ARIAKE or its placement agent; (ii) no fund is being marketed (as that term is defined in Article 4(1)(x) of Directive 2011/61/EC) in any EEA state nor has been registered or approved for marketing by any regulator in any EEA state and (iii) you are a “professional investor” for the purposes of Directive 2011/61/EC by virtue of being a professional client within the meaning of Annex II to Directive 2004/39/EC.

By clicking on the “Agree” button below, you are acknowledging that you consent to accept all the cookies used for the data room.

Persons in Japan

If you are domiciled or have a registered office in Japan, you affirm that (i) you (or your Representatives) have inquired about ARIAKE and requested access to the data room on your own initiative without being solicited by ARIAKE or its placement agent; (ii) no fund is being registered for solicitation in Japan (iii) you are a “Professional Investor(特定投資家)” within the meaning of Financial Instruments Exchange Act.

Content

The content of this data room has been prepared solely for informational purposes and is not to be used as or considered to be an offer to sell or solicitation of an offer to buy or sell any security or other financial instrument, or any advice, recommendation, representation of suitability or endorsement with respect to any security or financial instrument.

Performance based on historical results does not necessarily indicate future results. The performance data is provided for illustrative purposes only and should not be construed as a representation as to the future performance of any fund affiliated with ARIAKE. Past investments and performance should not be viewed as indicative of future performance and it should not be assumed that investments made in the future will be profitable or will equal the performance of the underlying investment funds in the data room. Any projections or other estimates in the data room are forward‐looking statements and are based upon certain assumptions which may or may not be correct. Actual results may differ, perhaps materially, from those presented. Unless otherwise specified, the information contained in the Evaluation Materials has not been audited or reviewed by independent public accountants.

Any statements that are not based on historical fact are forward‐looking statements. Such statements are based on certain assumptions and are inherently uncertain. Actual events are difficult to predict and are beyond ARIAKE’s control. There are a variety of factors (including, but not limited to general economic and political conditions, capital market conditions, and industry and market changes) that could cause actual results to differ materially from those described in forward‐looking statements. ARIAKE and its affiliates assume no obligation to update the forward‐looking statements, whether as a result of new information, future events or otherwise.

The Evaluation Material contains certain information about the investment activities, investment performance and investment portfolio of AIZAWA and its affiliates that was managed by past and current professionals of ARIAKE during their tenure with AIZAWA and certain of its predecessors. ARIAKE is not an affiliate of AIZAWA or any of their affiliates. The data used in calculating the investment performance of such investment portfolio contained herein was derived from books and records of AIZAWA made available to ARIAKE personnel. None of AIZAWA or any of their affiliates has compiled, reviewed or participated in the preparation of any of the performance or other information contained in the Evaluation Material or assumes any responsibility therefor. Consequently, in no respect should AIZAWA or any of their affiliates be considered to have approved or disapproved any of the information set forth on this data room.

Copyright and Trademark

All of the Evaluation Material, other than excerpts from cited media, unless specifically indicated otherwise, are the property of ARIAKE and/or its affiliates or its content suppliers and are protected by Japan and international copyright laws. You may print the Evaluation Material in accordance with the Covenants, Terms and Conditions contained herein without the prior written consent of ARIAKE provided that you maintain all copyright and other notices contained in such materials. None of the Evaluation Material, nor its content, nor any copy of it, may be altered in any way, transmitted to, or distributed to any other party, without the prior written consent of ARIAKE. All trademarks, service marks and logos used on this data room are trademarks or service marks or registered trademarks or service marks of ARIAKE or one of its affiliates or otherwise related entities, unless otherwise indicated. ARIAKE’s trademarks or service marks may not be used in connection with any product or service that does not belong to ARIAKE or in any manner that is likely to cause confusion among consumers or disparage or discredit ARIAKE or one of its affiliates or otherwise related entities.

Enforceability

If any term or provision of these Covenants, Terms and Conditions shall be held to be unenforceable, all remaining terms and provisions shall not be impaired and the unenforceable term or provision shall be replaced by such enforceable term or provision as comes closest to the intention underlying such unenforceable term or provision.

Remedies

You agree that no failure or delay by ARIAKE in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege hereunder. You further agree that in addition to all other relief available to ARIAKE, ARIAKE will be entitled to equitable relief, including injunction and specific performance, in the event of any breach of the provisions of this Agreement without the necessity of proving actual damages.

Governing Law

These Covenants, Terms and Conditions shall be governed by and construed in accordance with the substantive laws of Japan, without regard to conflicts of laws provisions.