Nominating and Corporate Governance 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 Nominating and Corporate Governance Committee (the "Committee") is a standing committee of the Board of Directors (the "Board") of TANQORY PTE. LTD. (the "Company"). The Committee assists the Board in (a) identifying individuals qualified to become Board members and recommending director nominees; (b) developing and recommending corporate governance principles applicable to the Company; (c) overseeing the evaluation of the Board, its committees, and management; and (d) making recommendations concerning the structure, composition, and functioning of the Board and its committees.

The Committee is constituted to satisfy the requirements applicable to a nominating committee of a listed issuer under (a) Nasdaq Listing Rule 5605(e); (b) Item 407(c) of Regulation S-K promulgated by the U.S. Securities and Exchange Commission ("SEC"); and (c) Principle 4 (Board Membership) and the related Provisions of the Singapore Code of Corporate Governance 2018 (the "SG CG Code"). References to "listed issuer" obligations operate prospectively, conditional upon the Company's securities being listed on a national securities exchange.

2) Composition

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

2.2 Independence — Nasdaq Listing Rule 5605(e)(1). Each member of the Committee shall qualify as an "independent director" under Nasdaq Listing Rule 5605(a)(2). Director nominees shall either be selected, or recommended for the Board's selection, by the Committee comprised solely of independent directors or by a majority of the independent directors of the Board, in either case as required by Rule 5605(e)(1).

2.3 SG CG Code composition. Consistent with Provision 4.1 of the SG CG Code, the Committee shall comprise at least three directors, a majority of whom, including the Committee Chair, shall be independent.

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

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

3) Authority

3.1 Delegated authority. The Board delegates to the Committee the authority to perform the duties set forth in this Charter and such other duties as the Board may assign. The Committee may form and delegate authority to subcommittees when appropriate.

3.2 Search firms and advisers. The Committee shall have sole authority to retain and terminate any search firm to be used to identify director candidates, including sole authority to approve the search firm's fees and other retention terms. The Committee may engage independent legal, accounting, or other advisers at the Company's expense, as it determines necessary to carry out its duties.

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

4) Meetings

4.1 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 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.

4.3 The Committee shall maintain written minutes of its meetings, which shall be filed with the minutes of the meetings of the Board, and shall report regularly to the Board.

5) Director nomination process

5.1 Identification of candidates. The Committee shall identify individuals believed to be qualified to become Board members, consistent with criteria approved by the Board. Sources for candidates may include current directors, executive officers, professional search firms, stockholders, and other appropriate sources.

5.2 Criteria. Director candidates shall be evaluated against criteria established by the Committee and approved by the Board, which may include: independence; integrity and reputation; relevant business, financial, technological, or international experience; expertise in the Company's industry; the diversity of background, skills, and perspectives represented on the Board; the ability to devote sufficient time to Board duties; commitment to the long-term interests of stockholders; and absence of conflicts of interest.

5.3 Stockholder recommendations. The Committee shall consider candidates for director recommended by stockholders, provided such recommendations are submitted in accordance with the procedures set forth in the Company's bylaws and any applicable policies. The Committee shall evaluate stockholder-recommended candidates using the same criteria applied to other candidates.

5.4 Recommendation to the Board. The Committee shall recommend to the Board director nominees to be proposed for election by stockholders at each annual meeting of stockholders and to fill vacancies on the Board.

5.5 Committee membership. The Committee shall recommend to the Board the membership of each Board committee, including the chairperson of each committee, taking into account each director's qualifications, experience, and independence, and the requirements applicable to membership on each such committee under applicable law, listing standards, and the relevant committee charter.

5.6 SG CG Code — director appointment and re-appointment. Consistent with Provisions 4.1 and 4.2 of the SG CG Code, the Committee shall make recommendations to the Board on the appointment and re-appointment of directors, considering each director's competencies, commitment, contribution, and performance.

6) Independence determinations

6.1 The Committee shall, at least annually and otherwise as appropriate, review the independence of each director and director candidate, and recommend to the Board determinations of independence under Nasdaq Listing Rule 5605(a)(2), Rule 10A-3 under the Exchange Act with respect to audit committee service, Rule 10C-1 under the Exchange Act with respect to compensation committee service, the SG CG Code, and any other applicable standards.

6.2 The Committee shall review and assess all material relationships between directors (or director candidates) and the Company, considering both objective bright-line tests and subjective factors that may bear on independence.

6.3 The Committee shall recommend to the Board any determination required by Item 407(a) of Regulation S-K concerning the independence of each director and director nominee.

7) Board, committee, and individual director evaluation

7.1 The Committee shall oversee and direct a process for evaluating the performance of the Board as a whole, each Board committee, and individual directors.

7.2 The Committee shall report the results of such evaluations to the Board and make recommendations for improvements as appropriate.

7.3 Consistent with Provision 5.1 of the SG CG Code, the Committee shall propose to the Board objective performance criteria for the evaluation of the Board's performance.

7.4 Board and committee evaluations may be conducted internally, externally facilitated, or both, as the Committee determines is appropriate in light of the Company's circumstances from time to time.

8) Corporate governance guidelines oversight

8.1 The Committee shall develop and recommend to the Board a set of corporate governance guidelines applicable to the Company, and shall review such guidelines and recommend changes to the Board as appropriate.

8.2 The Committee shall oversee compliance with the Company's corporate governance guidelines and report to the Board on matters of corporate governance and on recommendations for improving the Company's corporate governance practices.

8.3 The Committee shall periodically review the structure, size, and composition (including the skills, knowledge, experience, and diversity) of the Board and make recommendations to the Board with regard to any changes.

8.4 The Committee shall review the Company's policies and procedures with respect to director education, including orientation of new directors and continuing education for incumbent directors.

9) Succession planning

9.1 CEO succession. The Committee shall oversee, in coordination with the Board, the development and review of a succession plan for the Chief Executive Officer, addressing both planned and emergency succession scenarios.

9.2 Senior management succession. The Committee shall review and oversee succession planning for other executive officers, in coordination with the Chief Executive Officer and the Compensation Committee where compensation matters are implicated.

9.3 Director succession. The Committee shall plan for orderly Board succession, including the identification of skills and experience that may be needed on the Board over time as the Company's business and strategy evolve.

9.4 The Company is establishing and will maintain a succession plan of a form and depth proportionate to its size and stage of development, to be expanded as appropriate in connection with listing.

10) Diversity considerations

10.1 In identifying and evaluating director candidates, the Committee shall consider diversity of background, professional experience, skills, perspective, age, gender, ethnicity, geographic origin, and other attributes that the Committee determines may contribute to the effective functioning of the Board.

10.2 The Committee shall consider the disclosure required by Item 407(c)(2)(vi) of Regulation S-K regarding whether, and if so how, the Committee considers diversity in identifying nominees for director, and any policy with regard to the consideration of diversity in identifying director nominees.

10.3 The Board has not adopted numerical board-diversity targets, and none are stated herein. The Committee may recommend to the Board such measurable objectives or aspirations regarding board composition as it considers appropriate from time to time.

11) Related-party transactions

The Committee, or such other committee or body as the Board may designate, shall review and approve or ratify transactions in which the Company is a participant and in which any related person has a direct or indirect material interest, in accordance with the Company's policy on related-party transactions and Item 404 of Regulation S-K, as applicable.

12) Reporting

12.1 The Committee shall report regularly to the Board regarding its activities, findings, and recommendations.

12.2 The Committee shall produce any report required of the nominating committee under applicable rules of the SEC for inclusion in the Company's proxy statement following any listing.

13) Annual review and self-evaluation

13.1 The Committee shall review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.

13.2 The Committee shall conduct an annual self-evaluation of its performance and report the results to the Board.

14) 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(e), Item 407 of Regulation S-K, and SEC proxy disclosure rules) 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 and applicable jurisdictional requirements.

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