Compensation Committee Charter

Status: Pre-listing governance baseline; intended to take full effect upon Tanqory's initial public offering or earlier voluntary Board adoption.

0) Corporate structure and scope

Tanqory PTE. LTD. (Singapore, UEN 202448997H) is the ultimate parent and holding company of the Tanqory group, including its wholly-owned subsidiaries Tanqory Inc. (Delaware, USA) and Tanqory OÜ (Estonia). Tanqory Inc. is the contracting entity and merchant of record for every product and service Tanqory sells to merchants and customers worldwide — Tanqory PTE. LTD. itself does not contract with, bill, or hold a direct customer relationship with any merchant or customer. This document is adopted by Tanqory PTE. LTD. as the group's holding company and applies group-wide, including to Tanqory Inc.'s and Tanqory OÜ's operations, unless a section below states a narrower scope.

1) Purpose

The Compensation Committee (the "Committee") is a standing committee of the Board of Directors (the "Board") of TANQORY PTE. LTD. (the "Company"). The Committee is established to assist the Board in discharging its responsibilities relating to the compensation of the Company's executive officers and directors, the administration of the Company's equity-based and incentive compensation plans, and oversight of the Company's compensation philosophy, policies, and practices across the Tanqory group, including Tanqory OÜ and Tanqory Inc.

The Committee is constituted to satisfy the requirements applicable to a compensation committee of a listed issuer under (a) Nasdaq Listing Rule 5605(d); (b) Rule 10C-1 promulgated by the U.S. Securities and Exchange Commission ("SEC") under Section 10C of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (c) Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended ("IRC"), to the extent applicable; and (d) Principle 6 (Procedures for Developing Remuneration Policies) and the related Provisions of the Singapore Code of Corporate Governance 2018 (the "SG CG Code"). This Charter does not by itself constitute an undertaking that the Company is presently subject to any of the foregoing authorities. References to "listed issuer" obligations operate prospectively, conditional upon the Company's securities being listed on a national securities exchange.

2) Composition and independence

2.1 Size. The Committee shall consist of no fewer than three (3) members of the Board. The exact number of members shall be fixed from time to time by resolution of the Board.

2.2 Independence — Nasdaq Listing Rule 5605(d)(2). Each member of the Committee shall qualify as an "independent director" under Nasdaq Listing Rule 5605(a)(2). In making this determination, the Board shall consider, in addition to the factors enumerated in Rule 5605(a)(2), the specific factors set forth in Rule 5605(d)(2)(A), including: (a) the source of compensation of the director, including any consulting, advisory, or other compensatory fee paid by the Company; and (b) whether the director is affiliated with the Company, a subsidiary of the Company, or an affiliate of a subsidiary of the Company.

2.3 Enhanced independence — SEC Rule 10C-1(b)(1). Consistent with Rule 10C-1(b)(1)(ii) under the Exchange Act, the Board shall consider all factors specifically relevant to determining whether a director has a relationship to the Company that is material to that director's ability to be independent from management in connection with the duties of a compensation committee member.

2.4 SG CG Code — independence and non-executive composition. Consistent with Provision 6.2 of the SG CG Code, the Committee shall comprise entirely non-executive directors, the majority of whom, including the Committee Chair, shall be independent. The Board may resolve to constitute the Committee as entirely independent, and the precise composition will be determined by the Board upon formation of the Committee.

2.5 Chair. The Board shall designate one member of the Committee as Chair. The Chair shall be an independent director.

2.6 Appointment and removal. Members of the Committee shall be appointed and may be removed by the Board.

2.7 No officer participation in own compensation. No member of the Committee, and no other person, may participate in any deliberation or decision regarding such person's own compensation. The Chief Executive Officer may not be present during voting on, or deliberations concerning, the Chief Executive Officer's compensation.

3) Authority

3.1 Delegated authority. The Board delegates to the Committee the authority to perform the duties set forth in this Charter and any additional duties the Board may assign. The Committee may form and delegate authority to subcommittees of one or more members when appropriate, subject to applicable law and listing standards.

3.2 Direct responsibility. Consistent with Rule 10C-1, the Committee shall be directly responsible for the appointment, compensation, retention, and oversight of the work of any compensation consultant, independent legal counsel, or other adviser retained by the Committee.

3.3 Access. The Committee shall have full access to the Company's books, records, facilities, and personnel, and to the Company's outside advisers, and may meet with any director, officer, or employee of the Company or any subsidiary.

4) Meetings

4.1 Frequency. The Committee shall meet with such frequency as the Committee or its Chair determines is necessary to discharge the duties set forth in this Charter, and in any event periodically and as often as circumstances require. A minimum meeting cadence may be specified by the Board upon listing.

4.2 Quorum and action. A majority of the members of the Committee then in office shall constitute a quorum. The act of a majority of the members present at a meeting at which a quorum is present shall be the act of the Committee. The Committee may also act by unanimous written consent in lieu of a meeting to the extent permitted by applicable law.

4.3 Attendance. The Committee may invite to its meetings any director, officer, or employee of the Company, or any other person whose presence the Committee believes desirable and appropriate. The Committee shall periodically meet in executive session without management present.

4.4 Minutes. The Committee shall maintain written minutes of its meetings and report regularly to the Board.

5) Duties and responsibilities

The duties set forth below are intended as a guide and may be supplemented or modified as appropriate. The Committee's responsibilities shall include the following:

5.1 Chief Executive Officer evaluation and compensation. The Committee shall review and approve corporate goals and objectives relevant to the compensation of the Chief Executive Officer ("CEO"), evaluate the CEO's performance against those goals and objectives, and either as a committee or together with the other independent directors (as directed by the Board) determine and approve the CEO's compensation level based on this evaluation.

5.2 Other executive officer compensation. The Committee shall review and approve the compensation of all other executive officers of the Company, including base salary, annual cash incentive opportunities, long-term incentive opportunities, perquisites, severance, and other arrangements.

5.3 Director compensation. The Committee shall review and make recommendations to the Board with respect to the compensation of non-employee directors, including cash retainers, equity grants, and committee service fees, taking into account market practice for comparable issuers.

5.4 Equity-based and incentive compensation plans. The Committee shall (a) review and approve, or recommend to the Board for approval, the adoption, amendment, and termination of the Company's equity-based and other incentive compensation plans; (b) administer such plans, including the grant of equity awards within parameters approved by the Board or the stockholders; and (c) review and approve award agreements thereunder.

5.5 Peer benchmarking. The Committee may, with the assistance of an independent compensation consultant, identify and review a peer group of companies against which to benchmark the Company's compensation practices. The Committee shall periodically reassess the composition of any such peer group.

5.6 Section 162(m). To the extent the Company's deductions for executive compensation are subject to Section 162(m) of the IRC, the Committee shall consider the effect of Section 162(m) in establishing and administering compensation arrangements. The Committee acknowledges that the performance-based compensation exception under Section 162(m) was substantially eliminated by the Tax Cuts and Jobs Act of 2017 and that no design feature is required to be implemented solely to preserve deductibility.

5.7 Say-on-pay and golden parachute disclosure (post-listing). Following any listing of the Company's securities subject to Section 14A of the Exchange Act, the Committee shall (a) review the results of any stockholder advisory vote on executive compensation and any vote on the frequency of such advisory votes, and consider such results in connection with future compensation decisions; and (b) review disclosures required by Item 402(t) of Regulation S-K concerning compensation arrangements that may be triggered by certain corporate transactions.

5.8 Clawback policy — Nasdaq Listing Rule 5608 and SEC Rule 10D-1. The Committee shall oversee the Company's policy providing for the recovery of erroneously awarded incentive-based compensation in the event of an accounting restatement, as required by Rule 10D-1 under the Exchange Act and Nasdaq Listing Rule 5608. The Committee shall (a) recommend adoption and any subsequent amendment of such policy to the Board; (b) determine the application of such policy to current and former executive officers; and (c) oversee the recovery of any amounts required to be clawed back. The Committee may also recommend additional discretionary recoupment provisions covering misconduct, ethical violations, or material breaches of Company policies.

5.9 Risk assessment. The Committee shall periodically review the Company's compensation policies and practices to assess whether they encourage excessive or inappropriate risk-taking, and consider whether any such risks are reasonably likely to have a material adverse effect on the Company.

5.10 Disclosure. The Committee shall, post-listing, review and discuss with management the Compensation Discussion and Analysis required to be included in the Company's annual report on Form 10-K or proxy statement, and recommend to the Board whether such disclosure be included in those filings, and produce the Committee report required by Item 407(e)(5) of Regulation S-K.

5.11 SG CG Code — remuneration framework. Consistent with Principle 6 of the SG CG Code, the Committee shall recommend to the Board a framework of remuneration for the Board and key management personnel, and the specific remuneration packages for each director and key management person.

6) Authority to retain advisers — SEC Rule 10C-1(b)(2)–(4)

6.1 Authority. The Committee shall have sole authority to retain and terminate any compensation consultant, independent legal counsel, or other adviser to assist in the performance of its duties. The Committee shall be directly responsible for the appointment, compensation, and oversight of the work of any such adviser.

6.2 Funding. The Company shall provide appropriate funding, as determined by the Committee, for payment of (a) reasonable compensation to any adviser retained by the Committee; and (b) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

6.3 Independence assessment. Before selecting, or receiving advice from, any compensation consultant, legal counsel, or other adviser (other than in-house legal counsel), the Committee shall consider the independence factors enumerated in Rule 10C-1(b)(4), including: (a) the provision of other services to the Company by the adviser's employer; (b) the amount of fees received from the Company by the adviser's employer as a percentage of that employer's total revenue; (c) the policies and procedures of the adviser's employer designed to prevent conflicts of interest; (d) any business or personal relationship of the adviser with a member of the Committee; (e) any stock of the Company owned by the adviser; and (f) any business or personal relationship of the adviser or the adviser's employer with an executive officer of the Company.

6.4 No requirement to follow advice. Nothing in this Charter requires a compensation adviser to be independent, only that the Committee consider the enumerated independence factors before selecting or receiving advice from such adviser.

7) Reporting

7.1 The Committee shall report regularly to the Board regarding its activities, findings, and recommendations, and shall make such recommendations to the Board with respect to the matters set forth herein as it deems appropriate.

7.2 The Committee shall maintain minutes and other records of its meetings and activities in accordance with the Company's records retention policies.

8) Annual review and self-evaluation

8.1 Charter review. The Committee shall review and reassess the adequacy of this Charter periodically, on a risk-based basis and at a frequency determined by the Committee, and recommend any proposed changes to the Board for approval.

8.2 Performance evaluation. The Committee shall conduct a self-evaluation of its performance, including its effectiveness and compliance with this Charter, and report the results to the Board.

9) Resources

The Committee shall have such resources as it determines are necessary or appropriate to discharge its duties, including dedicated administrative support and access to internal and external expertise.

10) Adoption note and effectiveness

This Charter is adopted by the Board as a pre-listing governance baseline. Provisions referencing obligations applicable only to listed issuers (including, without limitation, Nasdaq Listing Rule 5605(d), SEC Rule 10C-1, SEC Rule 10D-1, Nasdaq Listing Rule 5608, and Item 402 and Item 407 of Regulation S-K) shall take full effect upon the listing of the Company's securities on a national securities exchange in the United States, or upon such earlier date as the Board may determine. This Charter shall be reviewed and confirmed by the Board following any such listing and amended as necessary to reflect the Company's actual organizational structure, securities listed, and applicable jurisdictional requirements.

The initial members and Chair of the Committee will be appointed by the Board upon formation of the Committee.