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+# rwscp
+
+Redwood Springs Capital Partners documents. 
+
+Heavily compartmentalized, not for disclosure. 
+
+Contains SEC / Tx State Securities Board scope material. 
\ No newline at end of file
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+blockdiag {
+  "Turn Net Systems LLC" -> "RWSCP";
+  "Turn Net Systems LLC" -> "RWSCP" -> "Management Series";
+  "Turn Net Systems LLC" -> "RWSCP" -> "Funds";
+  "Turn Net Systems LLC" -> "RWSCP" -> "Funds" -> "Lewis & Clark (Growth cap)";
+  "Turn Net Systems LLC" -> "RWSCP" -> "Funds" -> "Avenue G (VC)";
+  "Turn Net Systems LLC" -> "RWSCP" -> "Funds" -> "Boring & Beautiful (PE)";
+  "Turn Net Systems LLC" -> "RWSCP" -> "Funds" -> "The Campus (prop shop)";
+  "Turn Net Systems LLC" -> "RWSCP" -> "SPV";
+  "Turn Net Systems LLC" -> "RWSCP" -> "SPV" -> "HFNFC (crowdfunding)";
+  "Turn Net Systems LLC" -> "RWSCP" -> "SPV" -> "Quantum Wind (tdesk)";
+}
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+
+Redwood Springs <fund> Operating Agreement
+EWM ALTERNATIVE INVESTMENTS SPV, LLC-SERIES 2-UNICORN TECHNOLOGY
+RESTATED OPERATING AGREEMENT
+THIS RESTATED OPERATING AGREEMENT is made effective this 30th day of June, 2017, as
+an amendment of the EWM ALTERNATIVE INVESTMENTS SPV, LLC-SERIES 2-UNICORN
+TECHNOLOGY OPERATING AGREEMENT dated January 18, 2017, by and among EWM
+ALTERNATIVE INVESTMENTS SPV, LLC (f/k/a EWM ALTERNATIVE INVESTMENTS SPECIAL
+PURPOSE VEHICLE, LLC) (“Company”), ENDOWMENT WEALTH MANAGEMENT, INC.
+(“Manager”), and the Members of EWM ALTERNATIVE INVESTMENTS SPV, LLC-SERIES 2-
+UNICORN TECHNOLOGY (the “Fund”) (for purposes of this Agreement, the members of the Fund being
+collectively referred to as the “Members”).
+Preamble: The Company was formed under the Delaware Limited Liability Company Act (the “Act”)
+as a manager-managed series limited liability company upon the filing of a Certificate of Formation, a copy
+of which is attached hereto, together with all amendments, as Exhibit A. The Manager hereby establishes
+and designates Fund interests (the “Interests”) and to offer such Interests to certain persons pursuant to the
+terms and conditions of that certain Private Placement Memorandum dated January 18, 2017 issued by the
+Manager (the “Memorandum”).
+Accordingly, in consideration of this preamble (which is a material part of this Agreement) and the
+mutual promises hereinafter set forth, the Members, intending to be legally bound, agree as follows:
+1. Affirmative Vote. For purposes of this Agreement, an “Affirmative Vote” of the Members shall
+mean the affirmative vote of Members holding more than seventy-five percent (75%) of the issued and
+outstanding Interests of the Fund.
+2. Formation. EWM ALTERNATIVE INVESTMENTS SPECIAL PURPOSE VEHICLE, LLC was
+formed as a Delaware Series Limited Liability Company by execution and delivery of the Certificate of
+Formation to the Delaware Secretary of State in accordance with and pursuant to the Act. The Company
+filed a Certificate of Amendment changing its name on January 17, 2017. The Fund is a designated series
+of the Company.
+3. Registered office and agent in Delaware. The Company shall maintain a registered office in the
+State of Delaware at Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801 and the name
+of the Company’s registered agent in the State of Delaware is The Corporation Trust Company. The
+Manager may, from time to time, change the Company’s registered office and/or registered agent and shall
+amend whatever documents necessary to reflect such change(s).
+4. Registered office and agent in Wisconsin. The Company’s initial registered office in Wisconsin
+shall be at the principal office of the Company and the name of its registered agent shall be Robert L. Riedl.
+The Manager may, from time to time, change the Company’s registered office and/or registered agent in
+Wisconsin and shall amend whatever documents necessary to reflect such change.
+5. Designation of Series. EWM ALTERNATIVE INVESTMENTS SPV, LLC-SERIES 2-
+UNICORN TECHNOLOGY is hereby designated for the purpose of establishing a fund through which the
+assets of the Fund may, in the discretion of the Manager, be invested in shares of stock (the “Portfolio
+Company Securities”) in unicorn investments and other late-stage technology startup companies (the
+“Portfolio Company(ies)”). In furtherance of the foregoing, the Fund may engage in any lawful act or
+activity for which limited liability companies may be formed under the Act, and any and all activities
+necessary or incidental thereto, including any other business activities described in the Memorandum.
+EWM AI SPV LLC-Ser 2-Unicorn Tech Operating Agreement 2017.06.30 Revised_Signed_includes Exhibits Page 1 of 25
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Operating Agreement page 2
+6. Intent. The Members intend that the Fund shall always be operated in a manner consistent with its
+treatment as a partnership for federal income tax purposes, and that the Company or the Fund not be
+operated or treated as a partnership for any other purposes. No Member or Manager shall take any action
+inconsistent with the intent of the parties set forth in this Section.
+7. Term. The term of the Fund shall commence on the effective date of this Agreement and, subject
+to the provisions of Section 15, the Fund shall have a perpetual life.
+8. Fund Membership.
+8.1. Capital Contribution. Each Member of the Fund shall contribute, in accordance with this
+Agreement, the total capital commitment as is set forth on the signature page of the subscription agreement
+of such Member (the “Subscription Agreement”) that is accepted by the Manager (the “Total Capital
+Commitment”).
+8.2 Initial Capital Contribution. Each Member shall contribute its initial capital contribution
+to the Fund, pro rata in accordance with its respective Total Capital Commitment, when called by the
+Manager as necessary to fund the Fund’s first investment, Fund expenses, and other obligations of the Fund
+(the “Initial Capital Contribution”). The Initial Capital Contribution shall be made by the Member not
+later than four (4) business days following delivery of a Capital Call Notice. The Initial Capital
+Contribution shall be evidenced by a percentage interest (“Interest”) in the Fund. Interests shall not be
+certificated. Each Interest shall represent a proportionate interest in the Fund equal to other Interests issued
+and outstanding.
+8.3 Qualifications. Ownership is not open to the general public, and is limited to investors
+meeting qualifications as set forth herein. Each Member shall, in connection with execution of the
+Subscription Agreement, execute and deliver a signature page by which such party irrevocably agrees to be
+bound by the terms of this Agreement. The Manager may accept additional subscriptions as deemed
+appropriate by Manager. The Manager shall maintain in the Company records a current list of the Fund
+Members, which shall be updated by the Manager from time to time to reflect the admission of new
+Members or additional capital contribution of Members. Members must be “accredited investors” as that
+term is defined in Rule 501 of Regulation D as promulgated under the Securities Act of 1933, as amended
+and “qualified clients”, as defined in Rule 205-3 as promulgated under the Investment Advisers Act of
+1940, as amended.
+8.4 Capital Calls. Capital contributions following the Initial Capital Contribution shall be
+made by the Members, pro rata, in accordance with its respective Total Capital Commitment, when called
+by the Manager as needed to fund investments, Fund expenses, and other obligations of the Fund, pursuant
+to a written call notice to each Member (each, a “Capital Call Notice”). A Capital Call Notice shall be
+given to the Members not less than ten (10) days prior to the date on which such additional capital
+contribution is to be made; provided, however, that a Capital Call Notice for the Initial Capital Contribution
+shall be given in accordance with Section 8.2. Each Member shall remit to the Fund the amount specified
+in the Capital Call Notice on or before the due date specified therein.
+8.5 Capital Call in Excess of Commitment. If the Manager determines that additional capital
+is required, the Manager shall determine the amount of such additional capital and the anticipated time such
+additional capital will be required, and whether such additional capital shall be provided by the Members
+by way of additional capital contributions (an “Additional Capital Call”) or by way of loans from Members.
+Following the Additional Capital Call, the Manager shall specify in a written notice to each member the
+amount to be contributed pursuant to the Additional Capital Call, based upon the Interests owned by such
+Member. Provided, however, that no Member will be required to fund amounts in excess of its total
+EWM AI SPV LLC-Ser 2-Unicorn Tech Operating Agreement 2017.06.30 Revised_Signed_includes Exhibits Page 2 of 25
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Operating Agreement page 3
+Commitment. Interests of Members shall be readjusted in the event additional capital contributions made
+and any non-contributing Members shall be subject to dilution of its interest in the Company.
+8.6 Limitation of Liability. No Member shall be liable for the debts, obligations, and liabilities
+of the Company except as expressly provided by the Act.
+8.7 Capital Accounts. There shall be established with respect to each Member a separate
+capital account (the “Capital Account”). Capital Accounts shall be maintained in accordance with Federal
+tax law and with the provisions of Section 12 of this Agreement.
+8.8 Additional Fund Members. From the date of formation of the Company, the Manager may
+accept capital commitments from Members (an “Increasing Member”) and/or other persons or entities
+acceptable to Manager to be admitted to the Company as additional Members (each, an “Additional
+Member”, and collectively with Increasing Members, the “Additional Commitment Members”). Any such
+additional capital commitments shall be accepted and any Additional Commitment Member shall be
+admitted to the Company with respect to its additional capital commitment if such Additional Commitment
+Member makes, with respect to his, her, or its new or additional capital commitment, a capital contribution
+which would result in the Additional Commitment Member having contributed to the capital of the Fund
+the same percentage of its Capital Commitment as the Members who are not Additional Commitment
+Members as of the applicable closing date (the “Pre-Existing Members”) have contributed. Such capital
+contributions shall be equitably adjusted to take into account the aggregate distributions, if any, received
+by the Pre-Existing Members prior to the date on which the new or additional capital commitment of the
+Additional Commitment Member is made; and
+Each person, who is admitted as an Additional Member or a Substitute Member, shall
+become a party to this Agreement by executing a counterpart signature page to this Agreement. The
+admission of an Additional Member shall be effective upon the execution of the necessary signature page
+to this Agreement and shall not require the consent or approval of any Member. Capital accounts of each
+Additional Commitment Member shall be adjusted by an amount to reflect such Member’s pro rata share
+of all Fund expends as if such Additional Commitment Member had been a Member from the initial Closing
+Date. The Manager may, at its option, at the time a Fund Member is admitted, close the Fund’s books (as
+though the Fund’s tax year has ended) or make pro rata allocations of loss, income, and expense deductions
+to a new Fund Member for that portion of the Fund’s tax year in which the Fund Member was admitted in
+accordance with the provisions of the Internal Revenue Code and Treasury Regulations promulgated
+thereunder.
+8.9 Actions by Members.
+8.9.1 Meetings. Neither the Manager for the Fund shall have any obligation to have any
+meetings of the Fund Members, except as required by the Act.
+8.9.2 Proxy. To the extent permitted by law and not inconsistent with the provisions of
+this Agreement granting Members the right to vote with regard to a matter, Manager will exercise proxy
+voting authority on behalf of the Fund. In exercising its proxy voting authority, Manager will vote in a
+manner which it believes to be in the best interest of the Fund.
+9. Management by Manager.
+9.1. Authority of Manager. Except as otherwise specifically provided in this Agreement or by
+applicable law, the Fund shall be managed by the Manager. The Manager shall have full, exclusive, and
+complete discretion in the management and control of the business and affairs of the Company and the
+EWM AI SPV LLC-Ser 2-Unicorn Tech Operating Agreement 2017.06.30 Revised_Signed_includes Exhibits Page 3 of 25
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Operating Agreement page 4
+Fund and shall make all decisions affecting the Company’s business and affairs, and any action taken by
+the Manager (in its capacity as such) shall constitute the act of and serve to bind the Company and the
+Fund. Except as otherwise specifically provided in this Agreement, the Members shall not participate in
+the management of the Fund, and no Member shall have the authority to act on behalf of the Fund.
+9.2 Appointment. The Members hereby appoint Endowment Wealth Management, Inc. to
+serve as the Manager (“Manager”) of the Company and the Fund. The rights and responsibilities of the
+Manager may be further defined by a written Management Agreement in the form attached hereto as Exhibit
+B (the “Management Agreement”). The Manager shall be entitled to the fees, compensation, expense
+reimbursements, and allocations set forth herein.
+9.3 Specific Powers. Without limiting the provisions of the foregoing and except as expressly
+provided by this Agreement or by law, the Manager is hereby granted the right, power and authority to do
+on behalf of the Company and the Fund all things which, in its best business judgment are necessary, proper
+or desirable to carry out its duties and responsibilities, including, but not limited to the right, power and
+authority to:
+9.3.1. Invest the assets of the Fund in such a manner as determined appropriate
+by Manager, which shall include, but not be limited to, purchase of an interest in the Partnership, as defined
+herein;
+9.3.2. Incur all expenditures and pay all obligations of the Fund;
+9.3.3. Act on behalf of the Fund in all respects in connection with the Fund’s
+assets, including the hedging of currencies and sale, exchange, transfer, disposition, lease, financing, or
+refinancing of all or any portion of the Fund’s assets;
+9.3.4. Cause the Fund to borrow money from banks and other lending institutions
+or any other Person for Fund purposes, pledge or mortgage any or all of the assets of the Fund and the
+income therefrom to secure or provide for the repayment of such loans, obtain replacements of any such
+loan in whole or in part, and refinance, recast, modify, extend, or consolidate any loan;
+9.3.5. Procure and maintain at the expense of the Fund, such insurance in such
+amounts and covering such risks as are appropriate in the judgment of the Manager;
+9.3.6. Establish cash reserves for working capital, accrued or future expenses,
+including management fees, or any other Fund purpose;
+9.3.7. In accordance herewith, determine the amount of any cash or property to
+be distributed to the Members, set the dates for distributions to the Members and cause the Fund to distribute
+cash or property in accordance with this Agreement;
+9.3.8. Supervise the preparation and filing of all Fund tax returns;
+9.3.9. Coordinate all accounting and clerical functions of the Fund;
+9.3.10. Make interim investments of Fund assets, including investments in money
+market funds, bank certificates of deposit, government obligations and mutual funds;
+9.3.11. Issue Interests as contemplated by this Agreement or the Confidential Private
+Placement Memorandum of even date herewith;
+EWM AI SPV LLC-Ser 2-Unicorn Tech Operating Agreement 2017.06.30 Revised_Signed_includes Exhibits Page 4 of 25
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Operating Agreement page 5
+9.3.12. Open and maintain bank accounts on behalf of the Fund;
+9.3.13. Compromise or settle any claim against or inuring to the benefit of the Fund;
+9.3.14. Commence any legal action or other proceeding of any kind;
+9.3.15. Execute and deliver any and all documents or instruments of any kind which
+the Manager may deem necessary or appropriate for the carrying out of the purposes of the Fund;
+9.3.16. Amend this Agreement and the Certificate of Formation in accordance
+with Section 21.9; and
+9.3.17 Perform any and all other acts or activities customary or incident to the
+purposes of the Fund.
+9.4 Method of appointing new managers after Initial Manager. All managers after the initial
+Manager shall be appointed by Affirmative Vote of the Members.
+9.5. Manager's term. The term of the Manager shall be indefinite, unless terminated in
+accordance with the Management Agreement.
+9.6 Limitation of Manager’s liability. No Manager shall be liable, responsible or accountable
+in damages or otherwise to the Members for any act or omission pursuant to the authority granted to the
+Manager by this Operating Agreement if the Manager acted in good faith and in a manner he or she
+reasonably believed to be within the scope of the authority granted to him by this Agreement and in the best
+interests or not opposed to the best interests of the Fund, provided that the Manager shall not be relieved of
+liability in respect of any claim, issue or matter as to which the Manager shall have been finally adjudicated
+to have violated any statutory fiduciary duty. Subject to this limitation in the case of any such judgment of
+liability, the Fund shall indemnify the Manager to the fullest extent permitted by law.
+9.7 Duty of Manager to inform Members. The Manager shall use reasonable efforts to inform
+the Members on a current basis concerning the internal affairs of the Fund and the condition of its
+business. Specifically, the Manager shall provide the Members with quarterly investment statements, and
+shall also distribute annual financial and other information provided by the Partnership. The Manager shall
+provide K-1s to Members as promptly as possible following receipt of the K-1 from the Partnership for the
+previous year.
+9.8 Absolute Restriction on Manager Action. Notwithstanding any other provision of this
+Agreement to the contrary, the Manager shall have no authority to do any of the following:
+9.8.1 Do any act that is in contravention of applicable law;
+9.8.2 Possess Fund property or assign rights in specific Fund property, for other than a
+Fund purpose;
+9.8.3 Borrow funds from the Fund or commingle Fund funds or assets with the funds or
+assets of the Manager; or
+9.8.4 Perform any act that would subject the Members to liability in any jurisdiction
+except as expressly provided in this Operating Agreement.
+EWM AI SPV LLC-Ser 2-Unicorn Tech Operating Agreement 2017.06.30 Revised_Signed_includes Exhibits Page 5 of 25
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Operating Agreement page 6
+9.9 Employment of Affiliates. The Fund may engage any Member or affiliate of a Member, to
+render services or goods to the Fund, provided that the fees or other amounts payable for such services or
+goods are comparable to those prevailing in arms’ length transactions for similar goods or services. The
+Manager(s) shall not be required to manage the Fund as its sole and exclusive function. Additionally, the
+Members may have other business interests and may engage in other activities in addition to those relating
+to the Fund, and neither the Fund nor any Member shall have any right, by virtue of this Agreement, to
+share or participate in such other investments or activities of one another.
+9.10 Indemnification.
+9.10.1 Liability of Manager. No Manager shall be liable to the Fund for any loss or
+damage suffered by the Fund on account of any action taken or omitted to be taken by the Person serving
+as Manager, that the person in good faith believed to be in or not opposed to the Fund’s best interests, and
+with respect to any criminal action or proceeding, that the person had no reasonable cause to believe was
+unlawful. In addition, the Manager shall not be liable to the Fund for any loss or damage suffered by the
+Fund on account of any action taken or omitted to be taken in reliance upon advice of counsel for the Fund
+or upon statements made or information furnished by Owners of the Fund that the Manager had reasonable
+grounds to believe to be true. The foregoing shall not be exclusive of other rights and defenses to which the
+Manager may be entitled as a matter of law.
+9.10.2 Successful defense. The Fund shall indemnify a person serving as a Manager to
+the extent the person has been successful on the merits or otherwise in the defense of a claim, action, dispute,
+or issue such that the person has no liability for all expenses incurred in connection with the claim, action,
+dispute or issue, if the Person was a party due to the person’s role as Manager. Indemnification under this
+subsection shall be made within ten (10) days of receipt by the Fund of written demand for indemnification.
+9.10.3 Other Cases. In all other cases, the Fund shall indemnify the Manager against
+liability and expenses incurred by the Manager in connection with a claim, action, dispute or issue, if the
+person was a party due to the person’s role as Manager, unless it shall have been concluded that the person
+breached or failed to perform a duty owed to the Fund, which breach or failure constitutes: (a) a willful
+failure to deal fairly with the Fund in connection with a matter in which the person has a material conflict
+of interest; (b) a violation of criminal law, unless the Manager had reasonable cause to believe its conduct
+was lawful or no reasonable cause to believe the conduct was unlawful; (c) a transaction from which the
+Manager derived an improper personal profit (which shall expressly exclude related party transactions
+disclosed to the Owners); or (d) willful misconduct.
+10. Designated Series. In accordance with Section 18-218 of the Act, the Fund shall constitute a
+designated series (“Designated Series”) of the Company, having its separate assets base composition,
+business purpose and/or investment objective, and the Members hereof shall have separate rights, powers
+or duties with respect to specified property or obligations or profits and losses associated with specified
+property or obligations.
+10.1 To the fullest extent consistent with the Act, other applicable law, and this Operating
+Agreement, this Designated Series shall be treated as a separate limited liability company. The provisions
+of this Operating Agreement shall apply, as may be appropriate in the context of each provision and
+situation, (i) to this Designated Series individually.
+10.2 The Manager may establish additional classes or groups of managers or members having
+specific relative rights, powers and duties with respect to this Designated Series, including rights, powers,
+and duties senior to existing classes and groups of managers or members associated with the series.
+EWM AI SPV LLC-Ser 2-Unicorn Tech Operating Agreement 2017.06.30 Revised_Signed_includes Exhibits Page 6 of 25
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Operating Agreement page 7
+10.3 The Manager shall separately hold and account for the assets and obligations of this
+Designated Series, without commingling. Notwithstanding the preceding sentence, different Designated
+Series may co-invest together in properties or assets, on a fractional basis or in any other manner consistent
+with the documents establishing each such Designated Series.
+10.4 The Manager shall maintain separate and distinct records for this individual Designated
+Series as if such Designated Series were a separate Company.
+10.5 To the fullest extent allowed under law, (i) the debts, liabilities, and obligations incurred,
+contracted for, or otherwise existing with respect to a particular Designated Series shall be enforceable only
+against the assets of such Designated Series and not against the assets of the Company generally, and (ii) a
+member's or assignee's liability for the losses and liabilities of a Designated Series shall be limited to such
+member's or assignee's interest in that particular Designated Series, including such member's or Assignee's
+undistributed Capital Contribution and share of any undistributed net Profits with respect to such
+Designated Series.
+10.6 The establishment of another Designated Series will have no effect on the terms of this
+Agreement and shall be set forth in a separate document or addendum.
+10.7 A member ceases to be a member with respect to this Designated Series upon assignment
+or other transfer of all of the member's interest in this Designated Series.
+10.8 This Designated Series may be dissolved or terminated under the procedures set forth in
+Section 15 without causing the dissolution of the Company or of any of its other Designated Series.
+10.9 Notwithstanding the foregoing, the Manager shall have the authority to allocate and
+apportion common costs and expenses of the Company to each Designated Series in such proportions as
+the Manager determines in its sole and reasonable discretion.
+11. Management Fees. In consideration of identifying, organizing, and managing the Fund
+investments and for performance by Manager of the duties enumerated herein, the Fund shall pay to
+Manager the following fees:
+11.1 First Year Management Fee. Commencing upon the initial funding date, the Fund shall
+pay a management fee (“First Year Management Fee”) equal to two percent (2%) of total Capital
+Contributions of Members, with a quarter of two percent (.25 * 2.0%) payable in advance on the first day
+of each calendar quarter (provided that a pro-rated portion of the fee shall be payable on the initial funding
+date if not the first day of a calendar quarter). The initial funding date shall be defined as the earlier of the
+date that the Manager initiates transfer of Funds to the entity or entities from which it is acquiring the
+Portfolio Securities(if investor funds are aggregated in an Escrow Account) or the date upon which Member
+monies are received by the Fund (to Fund checking account or other account held in the name of the Fund).
+11.2 Ongoing Management Fee. Thereafter, the Fund shall pay an annual management fee (the
+“Management Fee”) equal to one percent (1.0%) of the net asset value of the Fund, with a quarter of a
+percent (.25 * 1.0%) payable in advance on the first day of each calendar quarter. For purposes of this
+Agreement, Manager shall determine the fair value of non-publicly traded assets according to its thencurrent Valuation Policy, a copy of which has been provided to Members as Exhibit C of the Operating
+Agreement. The Valuation Policy may be amended from time to time at the discretion of Manager.
+Alternatively, the Manager, in its own discretion, may choose to retain the services of an independent, thirdparty evaluation service, at Fund expense, to assist in efforts to value Portfolio Company Securities. If
+EWM AI SPV LLC-Ser 2-Unicorn Tech Operating Agreement 2017.06.30 Revised_Signed_includes Exhibits Page 7 of 25
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Operating Agreement page 8
+Portfolio Company Securities are publicly traded or the Fund holds other publicly traded securities, the
+valuation method shall be based upon the closing share price of such securities on the primary listed
+exchange on the last day of the immediately preceding calendar quarter.
+11.3 Carried Interest. At all times from and after the date of this Agreement, Manager shall
+receive ten percent (10%) of Profits (the “Carried Interest”). “Profits” shall mean all distributions in excess
+of Member Capital Contributions.” For purposes of valuing the Carried Interest, if Portfolio Company
+Securities are publicly traded or the Fund holds other publicly traded securities, the valuation method shall
+be based upon the average of the closing share price of such securities on the primary listed exchange for
+the previous twenty (20) trading sessions.
+11.4 Capital Calls for Management Fees. The Manager shall be permitted to make capital calls
+for management fees and/or future corporate expenses. The Manager shall not be financially responsible
+for any Company expenses, all of which shall be paid by the Company.
+12. Allocations of profits and losses.
+12.1 Allocation of profits and losses. Except as provided in this Section, items of income, gain,
+loss, or deduction of the Company shall be allocated among the Members pro rata in proportion to Interests
+held. Such items shall be determined on a daily, monthly or other basis, as determined by the Company’s
+Manager using any permissible method under Section 706 of the Internal Revenue Code and the Treasury
+Regulations thereunder.
+12.2 Tax allocations. All matters concerning the allocation of profits, gains, and losses among
+the parties (including taxes thereon) and accounting procedures not expressly provided for by the terms of
+this Agreement shall be determined by the Manager in its sole and absolute discretion in consultation with
+the accountants for the Fund and the Company, and the Manager is expressly permitted to use any
+permissible method of apportioning gain and loss and the Manager’s determination of the foregoing matters
+shall be final and conclusive as to all parties.
+12.3 Loans to Fund. Nothing in this Operating Agreement shall prevent any Fund Member from
+making secured or unsecured loans to the Fund by agreement of the Fund and the Manager.
+12.4 Taxation. It is the intention of the Fund Members that the Fund be subject to taxation as a
+partnership for federal income tax purposes and that each series shall file a separate tax return and be treated
+as a separate company for tax purposes. Notwithstanding the foregoing, Manager may, upon the
+recommendation of its accountants, file a single tax return for the Company.
+12.5 Returns and other elections. The Manager shall cause the preparation and timely filing of
+all tax returns required to be filed by the Fund. Copies of such returns, or pertinent information therefrom,
+shall be furnished to the Members within a reasonable time after the end of the Company’s fiscal year. All
+elections permitted to be made by the Fund under federal or state laws shall be made by the Manager in its
+sole discretion.
+12.6 Tax Matters Member. Manager is hereby designated as the “Tax Matters Member” and is
+authorized and required to represent the Fund and the Company, as the case may be (at the Fund’s expense,
+pro rata in the case of the Company) in connection with all examinations of the Fund’s affairs by tax
+authorities. The Members agree to cooperate with each other and to do or refrain from doing any and all
+things reasonably required to conduct such proceedings.
+13. Interim Distributions.
+EWM AI SPV LLC-Ser 2-Unicorn Tech Operating Agreement 2017.06.30 Revised_Signed_includes Exhibits Page 8 of 25
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Operating Agreement page 9
+13.1 Order of Distributions. The Fund may or may not make an interim distributions upon a
+Liquidity Event (as defined herein) with respect to a Portfolio Company. Interim distributions, if any, shall
+be made at such times as the Manager may determine in its sole discretion. Interim distributions shall be
+made as follows:
+13.1.1 First, to payment of Management Fees set forth in Section 11;
+13.1.2 Second, to payment of any outstanding debts or obligations of the Fund, if any,
+and to Members who have made loans to the Fund;
+13.1.3 Third, to the Members pro rata in proportion to Interests, until each such Member’s
+capital contributions have been returned; and
+13.1.4 Fourth, after Members have recouped all Capital Contributions, the Carried
+Interest of the remainder to the Manager and the remainder to Members, pro rata in proportion to Interests.
+13.2 Limitations on Distributions. Notwithstanding any provision to the contrary contained
+in this Agreement, the Company shall not make a distribution to any Member in respect of such Member’s
+Membership of Interests if (a) such distribution would violate the Act or other applicable law; (b) to the
+extent prohibited by any financing agreement with any lender to the Company, or (c) which would render
+the Company insolvent.
+13.3 Withholding. Notwithstanding any other provision of this Agreement, the Company shall
+comply with any withholding requirements under any law and shall remit amounts withheld to and file
+required forms with applicable taxing authorities. To the extent that the company is required to withhold
+and pay over any amounts to any taxing authorities with respect to distributions or allocations to any
+Member, the amount withheld shall be treated as a distribution of cash to such Member in the amount of
+such withholding.
+13.4 Liquidity Event Defined. For purposes of this Agreement, a “Liquidity Event” as to a
+respective Portfolio Company means the receipt by the Fund of a material amount of cash or non-cash
+assets, including publicly traded securities, in respect of the applicable Portfolio Company Securities held
+by the Fund. A Liquidity Event for a respective Portfolio Company shall be deemed to occur upon the
+earliest of (a) the effectiveness of a registration statement filed by the Portfolio Company with the SEC on
+Form S-1 with respect to shares of such Portfolio Company held by the Fund, after any applicable lock-up
+period; (b) a Merger Event (as defined in the Memorandum); (c) the bankruptcy, liquidation or dissolution
+of the Portfolio Company; or (d) upon the Manager, in its discretion, determining the Portfolio Company
+Securities are freely transferrable, each as of the date that such consideration is received or such
+determination or transferability is made.
+13.5 Form of Distribution. Distributions (under this Section and Section 14) may be comprised of (i)
+Portfolio Company Securities; and/or (ii) cash or other freely transferrable securities to the extent that, in
+connection with a Liquidity Event, the Fund receives cash or other securities in exchange for the Portfolio
+Company Securities. In connection with the distribution of securities, the Members agree to execute and
+deliver such other documents and instruments as are reasonably requested by the Manager in order to ensure
+compliance with the applicable securities laws and contractual obligations that apply to the Fund.
+14. Distributions upon Dissolution.
+EWM AI SPV LLC-Ser 2-Unicorn Tech Operating Agreement 2017.06.30 Revised_Signed_includes Exhibits Page 9 of 25
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Operating Agreement page 10
+14.1 Upon the occurrence of a Dissolution, the Manager shall, subject to its ability to establish
+permitted reserves, effect final distribution as soon as is commercially practicable following such event, in
+the following manner:
+14.1.1. First, to payment of Management Fees set forth in Section 11;
+14.1.2. Second, to payment of any outstanding debts or obligations of the Fund, if
+any (including all expenses of the Fund incident to the liquidation and establishment of Reserves) and to
+Members who have made loans to the Fund;
+14.1.3. Third, to the Members pro rata in proportion to Interests, until each such
+Member’s capital contributions have been returned; and
+14.1.4. Fourth, after Members have recouped all Capital Contributions, the Carried
+Interest of the remainder to the Manager and the remainder to Members, pro rata in proportion to Interests.
+15. Dissolution; Withdrawal.
+15.1 Dissolution. The Fund shall be dissolved upon the occurrence of any of the following
+events: (i) the end of the term established for the Fund, if any; (ii) a Liquidity Event has been incurred by
+all Portfolio Company Securities owned by the Fund; (iii) at the option of the Manager at any time; or (iv)
+entry of a decree of judicial dissolution by a court of competent jurisdiction, pursuant to the Act. The
+Company shall be dissolved upon the occurrence of any of the following events: (i) at the option of the
+Manager at any time; (ii) upon the termination or dissolution of all Designated Series; or (iii) entry of a
+decree of judicial dissolution by a court of competent jurisdiction.
+15.2 Withdrawal. A Member shall not take any voluntary action to withdraw from the Fund.
+Unless otherwise approved by the Manager, a Fund Member who attempts to withdraw from the Fund shall
+not be entitled to a distribution in redemption of such Member’s interest; rather, such Member shall have
+the interest of an assignee of said Interest, in accordance with Section 16. A Member whose interest is
+terminated as a result of a Withdrawal Event shall have the status of an assignee pursuant to the provisions
+of Section 16. A “Withdrawal Event” shall mean any action by a Member such as death, retirement,
+resignation, expulsion, bankruptcy, or dissociation which terminates the continued Membership of a
+Member in the Fund.
+16. Transfer of interests in the Company.
+16.1. No right to transfer. Except for transfers by will or intestate succession or by operation of
+law, no Fund Member may offer, sell, transfer, assign, or otherwise dispose of or encumber (hereinafter, a
+“Transfer”), in whole or in part, such Member’s Interest without the consent of the Manager, which may
+be given or withheld in the sole and absolute discretion of the Manager.
+16.2 Subject to the provisions of this Article, an assignee of an Interest of a Fund Member shall
+be deemed admitted as a substitute Member (a “Substitute Member”) only upon the satisfactory completion
+of the following:
+16.2.1 consent of the Manager shall have been given, which consent shall be evidenced
+by a written consent executed by the Manager;
+EWM AI SPV LLC-Ser 2-Unicorn Tech Operating Agreement 2017.06.30 Revised_Signed_includes Exhibits Page 10 of 25
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Operating Agreement page 11
+16.2.2 the assignee shall have accepted and agreed to be bound by the terms and
+provisions of this Agreement (as amended) by executing a counterpart hereof and such assignee shall have
+expressly assumed all obligations of the assignor Member hereunder, and shall have executed such other
+documents and instruments as the Manager may require in its sole discretion;
+16.2.3 the assignee shall have complied with all governmental rules and regulations, if
+any;
+16.2.4 the assignee meets the suitability requirements for investing in the Fund and the
+assignee completes a subscription agreement providing the Manager with appropriate representations and
+warranties; and
+16.2.5 all costs and expenses incurred by the Fund and Manager in connection with this
+Section shall be paid by the person or entity seeking to become a Substitute Member.
+16.3 Rights of Assignee of Interest.
+16.3.1 Subject to the provisions of this Section and except as required by operation of
+law, the Fund shall not be obligated for any purposes whatsoever to recognize the assignment by any
+Member of such Member’s interest until the Fund has received notice thereof.
+16.3.2 Any person or entity who is the assignee of all or a portion of the Interest of a
+Member but who has not become a substitute Member, and desires to make further disposition of such
+Interest, shall be subject to all of the provisions of this Section to the same extent and in the same manner
+as any Member desiring to transfer an Interest in the Fund.
+16.4 Effective of Bankruptcy, Death or Incompetence. The death of a Member or the
+adjudication of a Member as incompetent shall not cause the termination or dissolution of the Fund and the
+business of the Fund shall continue. If a Member dies, such Member’s executor, administrator or trustee,
+or if such Member becomes incompetent, such Member’s committee, guardian or conservator, shall have
+the rights of such Member for the purposes of settling or managing such Member’s estate or property and
+such power as the Member possessed to dispose of all or any part of such Member’s interest and to join
+with any assignee in satisfying conditions precedent to the admission of the assignee as a Substitute
+Member.
+16.5 Attachment by Creditors. If an Interest is subject to attachment by a creditor or is assigned
+for the benefit of any creditor, the Interest obtained by such creditor shall be only that of an assignee and
+in no event shall such creditor have the rights of a Substitute Member.
+16.6 Assignee. If a Member transfers all or a portion of the Member’s interest, involuntarily,
+by operation of law, or voluntarily, without the consent required by this Section, the transferee or assignee
+shall (i) only be entitled to receive that portion of profit and loss, and any distribution of Fund assets,
+attributable to the Interest acquired by reason of such disposition from and after the effective date of such
+disposition and only upon written notification of the same to Manager, and (ii) have no other rights as a
+Member unless admitted as a Substitute Member in accordance with the terms of this Agreement.
+16.7 Absolute restriction. In the case of any proposed transfer, no transfer of Interests may be made
+if, in the opinion of the Fund’s legal counsel, the transfer or assignment will violate any applicable federal or
+state securities laws. Before making any transfer of Interests, the party proposing to make the transfer must
+notify the Fund in writing and the Manager shall, if the Manager believes there is a material risk of violating
+EWM AI SPV LLC-Ser 2-Unicorn Tech Operating Agreement 2017.06.30 Revised_Signed_includes Exhibits Page 11 of 25
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Operating Agreement page 12
+this section, obtain from the Fund’s legal counsel confirming whether the proposed transfer will cause a
+violation of securities laws. Legal fees shall be the responsibility of the proposed transferor.
+17. Confidentiality. Except as contemplated by this Agreement, each Member shall keep confidential
+and not disclose to other persons which are not Members, any information or materials which (1) pertain to
+this Agreement or any of the transactions contemplated hereby or the business of the Fund; or (2) pertain
+to confidential or proprietary information of any other Member or of the Fund (“Confidential
+Information”). The obligations of confidentiality contained herein shall survive the termination of this
+Agreement.
+18. Books of account and fiscal year.
+18.1. Books of account. The Fund shall keep complete and accurate records and accounts
+necessary or convenient to record the Fund’s business and affairs and sufficient to record the determination
+and allocation of all items of income, gain, loss, deduction and credit, distributions and other amounts as
+may be provided for herein, including records and accounts of all Fund revenues and expenditures and of
+the acquisition, Membership and disposition of all Fund assets.
+18.2. Fiscal year. The fiscal year of the Fund shall end on the 31st day of December of each year
+(the “Fiscal Year”).
+19. Bank. The Fund is authorized to bank at and borrow from such bank(s) or other financial
+institution(s) as a Manager shall determine from time to time or at any time, and the manager is authorized
+to execute and deliver to said bank(s) or other financial institution(s) such depository and/or borrowing
+resolutions as may be necessary or appropriate for the Fund to bank at and/or borrow from said bank(s) or
+other financial institution(s).
+20. Protection of limited liability. A Manager shall use his or her best efforts to protect the limited liability
+of each Member and Manager, including, without limitation, by:
+20.1. ensuring that the abbreviation “LLC” appears after the name of the Fund in all Fund
+contracts, stationery, checks, business cards, purchase orders, invoices, advertisements and other media
+containing the name of the Fund and likely to be read, seen or heard by third parties;
+20.2. ensuring that the books and accounts of the Fund are maintained separately from those of
+any Member and that there is no commingling of the assets of the Fund with those of any Member;
+20.3. ensuring that the Fund’s cash and other assets, cash flow, insurance, and other financial
+resources are sufficient to enable it to meet its reasonably foreseeable liabilities when due; and
+20.4. ensuring that when signing any agreement or other document on behalf of the Fund or when
+dealing with third parties on behalf of the Fund, the Manager identify himself or herself as manager and
+identify the Fund as the party on whose behalf he or she acts.
+21. Miscellaneous.
+21.1. Choice of Law. This Agreement shall be construed in accordance with the internal laws of
+the State of Delaware, without application of its conflicts of law principles.
+21.2. Severability. If any provision of this Agreement shall be unenforceable under the laws of
+Delaware or any other applicable law, at the present time or in the future, such unenforceability shall not
+EWM AI SPV LLC-Ser 2-Unicorn Tech Operating Agreement 2017.06.30 Revised_Signed_includes Exhibits Page 12 of 25
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Operating Agreement page 13
+affect the enforceability of the remaining provisions of this Agreement. This Agreement shall be deemed
+to be modified and amended so as to be in compliance with applicable law, and this Agreement shall then
+be construed so as to best serve the intention of the parties at the time of the execution of this Agreement.
+21.3. Captions. The captions in this Agreement are inserted only as a matter of convenience and
+in no way affect the terms or intent of any provisions of this Agreement.
+21.4. Counterparts. This Agreement may be executed in one (1) or more counterparts, each of
+which shall be deemed an original, but all of which together shall constitute one (1) and the same instrument.
+The counterparts of this Agreement may be executed and delivered by electronic signature, symbol or other
+electronic process executed or completed by a party to this Agreement, and the same shall be binding upon
+the parties as if an original had been received.
+21.5. Binding Effect. Except as provided to the contrary herein, the terms and provisions of this
+Agreement shall be binding upon and shall inure to the benefit of the Members and their respective
+successors and permitted assigns, spouses, heirs and legal representatives, as applicable.
+21.6. Entire Agreement. This Agreement constitutes the entire agreement between or among the
+Members regarding its subject matter as of the date hereof, and supersedes all prior agreements, statements,
+understandings, and representations of the Members with respect thereto.
+21.7. Rights of creditors. The provisions of this Agreement are not intended to be for the benefit
+of any person (other than a Member) to whom any debts, liabilities, or obligations are owed by, or who
+otherwise has a claim against, the Fund or a Member, and no such person shall have any rights under such
+provisions or shall by reason of such provisions make any claim in respect of any such debts, liabilities, or
+obligations against the Fund or a Member.
+21.8. Interpretation. When the context in which the words are used in this Agreement indicates
+that such is the intent, words in the singular shall include the plural, and vice versa, and pronouns in any
+gender shall refer to and include all genders.
+21.9 Amendment. This Operating Agreement may not be amended except in writing by the
+Manager and with the affirmative vote of the Members. Notwithstanding the foregoing, the Manager may
+make certain clerical, typographical, or other amendments to clarify any ambiguity or to make this
+Agreement consistent with any applicable law, without the consent of the Members, provided that no such
+change shall materially or adversely affect the economic rights or interest of such Members.
+22. Acknowledgment of attorney representation. Each of the Members acknowledges that Epiphany
+Law, LLC has acted as attorneys for the Fund in connection with the negotiation and execution of this
+Agreement; that each of the other Members has been advised to seek independent representation by counsel
+of his or her own choice; and that each of the Members is not relying upon Epiphany Law, LLC to act as
+his or her attorneys in connection with any matter relating to this Agreement.
+[Signature page to follow.]
+EWM AI SPV LLC-Ser 2-Unicorn Tech Operating Agreement 2017.06.30 Revised_Signed_includes Exhibits Page 13 of 25
+EWM AI SPV LLC-Ser 2-Unicorn Tech Operating Agreement 2017.06.30 Revised_Signed_includes Exhibits Page 14 of 25
+EXHIBIT A
+CERTIFICATE OF FORMATION
+EWM AI SPV LLC-Ser 2-Unicorn Tech Operating Agreement 2017.06.30 Revised_Signed_includes Exhibits Page 15 of 25
+Delaware
+The First State
+Page 1
+6249739 8100 Authentication: 203518805
+SR# 20167085318 Date: 12-15-16
+You may verify this certificate online at corp.delaware.gov/authver.shtml
+I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF
+DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT
+COPY OF THE CERTIFICATE OF FORMATION OF “EWM ALTERNATIVE
+INVESTMENTS SPECIAL PURPOSE VEHICLE, LLC”, FILED IN THIS OFFICE
+ON THE FOURTEENTH DAY OF DECEMBER, A.D. 2016, AT 5:31 O`CLOCK
+P.M.
+EWM AI SPV LLC-Ser 2-Unicorn Tech Operating Agreement 2017.06.30 Revised_Signed_includes Exhibits Page 16 of 25
+EWM AI SPV LLC-Ser 2-Unicorn Tech Operating Agreement 2017.06.30 Revised_Signed_includes Exhibits Page 17 of 25
+EXHIBIT B
+MANAGEMENT AGREEMENT
+EWM AI SPV LLC-Ser 2-Unicorn Tech Operating Agreement 2017.06.30 Revised_Signed_includes Exhibits Page 18 of 25
+EWM AI SPV LLC-Ser 2-Unicorn Tech Operating Agreement 2017.06.30 Revised_Signed_includes Exhibits Page 19 of 25
+EWM AI SPV LLC-Ser 2-Unicorn Tech Operating Agreement 2017.06.30 Revised_Signed_includes Exhibits Page 20 of 25
+EWM AI SPV LLC-Ser 2-Unicorn Tech Operating Agreement 2017.06.30 Revised_Signed_includes Exhibits Page 21 of 25
+EWM AI SPV LLC-Ser 2-Unicorn Tech Operating Agreement 2017.06.30 Revised_Signed_includes Exhibits Page 22 of 25
+EXHIBIT C
+MANAGER VALUATION POLICY
+EWM AI SPV LLC-Ser 2-Unicorn Tech Operating Agreement 2017.06.30 Revised_Signed_includes Exhibits Page 23 of 25
+Dec 19, 2016
+ENDOWMENT WEALTH MANAGEMENT
+PRIVATE INVESTMENTS VALUATION POLICY
+Endowment Wealth Management (“EWM”) will value private investments periodically, including as of
+December 31 of each calendar year, and ideally, as of each quarterly reporting period. Investments will
+be stated at fair value as determined by (a) the third party Investment Manager of the Co-investment or
+Private Fund Manager of the investment , or (b) for investments without an outside manager or are
+otherwise directly managed or advised by EWM, Investments will be stated at fair value as identified by
+EWM subject to the following Guidelines:
+EWM seeks to have all investments in Portfolio Companies reported at fair value on a consistent,
+transparent, and prudent basis.
+EWM evaluates and prices securities quarterly using three general classifications:
+1) Cost/cost adjusted
+2) Zero, if company is bankrupt and has minimal probability of recovery
+3) Impaired, if company is raising dilutive rounds of financing and/or missing its financial targets
+Cost/Cost Adjusted
+This valuation at cost method will remain in effect, subject to change only for verifiable purchase or sale
+events. Investments will remain valued at cost (plus accrued interest, unless circumstances support a
+different valuation or another valuation method). The following methods may be applied to each
+investment:
+ Changes in valuation will generally be made when a subsequent financing is completed at a
+different valuation that present a clearly verifiable data driven event. In this case, fair value will
+be set to the value at which the new round of financing has taken place.
+ Adjustments to the value of the round should be considered if the transaction is between related
+parties, is done under duress, is done with a strategic buyer at an arbitrary price, or there has been
+a change in market conditions that do not support the new price.
+ Adjustment in valuation may be made if there has been significant economic, corporate or
+operating events affecting the Portfolio Company that in EWM’s opinion, have a material impact
+on the Portfolio Company’s prospects and therefore its fair value. Such event could include the
+realization of government approvals/dissapprovals for projects, announcements in new or lost
+contract agreements, management changes or other events likely to have a positive or negative
+impact on the Portfolio Company’s prospects. Such adjustment will be based on EWM’s
+judgement and any value estimated may not be realized or realizable.
+ Adjustments in valuation may be made based upon financial information received from the
+Portfolio Company.
+ Consideration may be given to Third Party Valuations.
+ Consideration to a revaluation may be given when changes in conditions with or without a new
+financing round may occur. These conditions may involve:
+EWM AI SPV LLC-Ser 2-Unicorn Tech Operating Agreement 2017.06.30 Revised_Signed_includes Exhibits Page 24 of 25
+Dec 19, 2016
+o Changes in performance or the long-term financial prospects of the Portfolio Company or
+of the individual class of security or credit instrument
+o Market changes affecting the Portfolio Company, industry or financial markets
+ Consideration given to estimated Portfolio Company value based on market value of similar
+companies currently trading in the financial markets.
+ Consideration given to circumstances when an individual security’s cost no longer represents the
+value effectively, such as when the most recent round has effectively changed the distribution
+rights of the previous investments through preference provisions or when a restructuring has
+occurred.
+ Consideration given to liquidation value, which takes into account the advantages that may accrue
+to various preferred shareholders over other shareholders when the liquidation proceeds are
+shared.
+ Consideration given to revenue-producing companies can include performance multiples and/or
+industry valuation benchmarks, etc.
+Bankruptcy
+Bankruptcy reflects the complete write-off of the security as the result of an adjudication of bankruptcy or
+a complete cessation of business. Instead of waiting for the company to declare formal bankruptcy, EWM
+will mark the investment down to zero when there exists a reasonable expectation the entity might go
+bankrupt.
+Impaired
+Impaired consists of maintaining an investment where we have reason to believe that events and/or
+available data indicate that the investment may need a downward market value adjustment. Upon review
+of the available financial and nonfinancial data, EWM shall indicate the degree of impairment to be
+applied to the investment and an appropriate market value will then be applied to the issue. Generally,
+speaking, the first impairment mark is 50% if we believe that the company is not on the right track and
+will struggle to raise more capital and/or meet its financial goals. However, greater percentage
+markdowns may be taken should the impairment appear to create more than transient barriers to the
+investment’s long-term success.
+Private investments made by EWM, by their nature, will generally be long-term investments that are not
+intended to be liquidated on a short-term basis. Accordingly, valuations by EWM will not necessarily
+represent the amount that might be realized from sales or dispositions of investments. Valuations will not
+be adjusted on account of taxes or other expenses that might be incurred upon disposition. Debt will be
+valued in combination with any equity investments in the same portfolio company
+The foregoing valuation methods may be adjusted by EWM if and to the extent it shall determine that
+such modifications are advisable in order to reflect any other factors affecting the value of investments.
+EWM AI SPV LLC-Ser 2-Unicorn Tech Operating Agreement 2017.06.30 Revised_Signed_includes Exhibits Page 25 of 25
+Proprietary and Confidential
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Subscription Agreement
+page 1
+EWM ALTERNATIVE INVESTMENTS SPV, LLC-SERIES 2-UNICORN
+TECHNOLOGY
+A DESIGNATED SERIES OF
+A DELAWARE SERIES LIMITED LIABILITY COMPANY
+SUBSCRIPTION AGREEMENT
+Proprietary and Confidential
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Subscription Agreement
+page 2
+DEFINITIONS
+“Fund” shall mean: EWM Alternative Investments SPV, LLC-Series 2-Unicorn
+Technology
+“Manager” shall mean: Endowment Wealth Management, Inc.
+“Manager E-mail” shall mean: SPVs@EndowmentWM.com
+“Manager Contact Information” shall mean:
+Endowment Wealth Management, Inc.
+2200 North Richmond Street, Suite 200
+Appleton, WI 54911
+920.785.6010
+“Minimum Subscription Amount” shall mean $100,000, unless otherwise approved by
+Manager.
+“Member” shall mean a Member as defined in the Fund Operating Agreement.
+“Subscription Documents” shall mean this Subscription Agreement, its exhibits, and
+any documents incorporated by reference therein, including, but not limited to, the EWM
+Alternative Investments SPV, LLC-Series 2-Unicorn Technology Operating Agreement
+(defined herein as the “Fund Agreement”), the Management Agreement, and the Escrow
+Agreement.
+Capitalized words that are used but not defined herein shall have the meaning given
+them in the Operating Agreement.
+Proprietary and Confidential
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Subscription Agreement
+page 3
+Subscriber Name: ______________________
+SUBSCRIPTION AGREEMENT
+This Subscription Agreement (this “Agreement”) is entered into by and between the Fund
+and the undersigned party signing the signature page hereof as Subscriber (the “Subscriber”), effective
+as of the date set forth above the Manager’s signature on the Acceptance of Subscription on the
+signature page of this Agreement. In consideration of the mutual covenants set forth in this Agreement
+and for other good and valuable consideration, the receipt and sufficiency of which are hereby
+acknowledged, the Subscriber and the Fund hereby agree as follows.
+1. Subscription.
+(a) Subject to the terms and conditions hereof, the Subscriber hereby irrevocably
+tenders this subscription (this “Subscription”) for an interest in the Fund (a “Fund Interest”) in the
+amount set forth on the “Subscription Amount” line on the Subscriber’s applicable signature page
+hereto (the “Signature Page”).
+
+(b) This Subscription, when and if accepted by the Manager, as manager of the
+Fund, will constitute a commitment to contribute to the Fund that portion of the Subscription Amount
+accepted by the Manager (the “Commitment”) in accordance with terms of the Operating Agreement
+of the Fund, as the same may be further amended from time to time (the “Fund Agreement”), in the
+form separately furnished to the Subscriber. The Subscriber shall be admitted as a Member in the
+Fund (“Member”) at the time this Subscription is accepted and executed by the Manager and the
+Subscriber hereby irrevocably agrees to be bound by the Fund Agreement as a Member thereunder
+and to be bound by all other Subscription Documents and to perform all obligations thereunder,
+including making contributions to the Fund in accordance with the terms thereof. This Agreement
+will become irrevocable with respect to the Subscriber at the time of its submission to the Fund and
+may not be withdrawn by the Subscriber unless the Manager rejects this Subscription.
+(c) The Manager, on behalf of the Fund, may accept or reject this Subscription,
+in whole or in part, in its sole discretion. This Subscription shall be deemed to be accepted by the
+Manager and this Agreement shall be binding against the Manager only upon execution and delivery
+to the Subscriber of the Acceptance of Subscription attached hereto. At the Closing, the Manager will
+execute the Acceptance of Subscription and deliver notice of such Closing to the Subscriber within a
+reasonable time after such Closing. Upon such acceptance, the Subscriber shall be issued the Fund
+Interest for which it has subscribed. Failure to deliver a fully-completed and executed Agreement may
+result in the Fund rejecting this Subscription.
+(d) The Fund has the unrestricted right to condition its acceptance of the
+Subscriber’s subscription, in whole or in part, upon the receipt by the Fund of any additional
+instruments (including any designations, representations, warranties, covenants), documentation, and
+information requested by the Fund in its sole discretion, including an opinion of counsel to the
+Subscriber, evidencing the legality of an investment in the Fund by the Subscriber and the authority
+of the person executing this Agreement on behalf of the Subscriber (collectively the “Additional
+Documents”), in addition to these Subscription Documents.
+(e) The Subscriber understands that the Fund has entered into or expects to enter
+into separate subscription agreements with other investors which are or shall be substantially similar
+Proprietary and Confidential
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Subscription Agreement
+page 4
+in all material respects to this Agreement providing for the admission of such other investors as
+Members in the Fund. This Agreement and such separate subscription agreements are separate
+agreements and the sale arrangements between the Fund and such other investors are separate sales.
+The Subscriber also acknowledges that the Manager may enter into side letters with certain Members
+(which may include the Subscriber) which contain terms different from those in this Agreement or
+amend and supplement certain provisions of the Fund Agreement as it applies to such Members.
+(f) Any Subscribers subscribing after the Late Investment Date established by
+the Company (as defined in the Memorandum) shall pay to the Fund an additional amount equal to
+simple interest at the Prime Rate as measured by the Wall Street Journal Prime Rate of Interest plus
+two percent (2%) (the “Additional Amount”), on Subscriber’s Total Commitment, from the date of the
+Fund’s Initial Closing to the date on which Subscriber’s funds are called by the Manager. Such
+Additional Amount shall not be treated as a capital contribution or reduce the capital commitment of
+Subscriber, but will be distributed by Manager to early investors in accordance with percentage of
+interests held in the Fund as of the Late Investment Date. The Additional Amount may also be referred
+to as the “Late Investment Fee.” Manager reserves the right, in its sole discretion, to waive the Late
+Investment Fee for any single Subscriber on a case-by-case basis.
+2. Representations and Warranties of the Subscriber.
+The Subscriber hereby represents and warrants to the Fund as of the date of this
+Agreement and as of the date of any capital contribution to the Fund (and the Subscriber agrees to
+notify the Fund in writing immediately if any changes in the information set forth herein occur):
+(a) The Subscriber is either an “Accredited Investor” within the meaning of Rule
+501 under the Securities Act of 1933 (the “Securities Act”) and a “Qualified Client”, as defined in
+Rule 205-3 as promulgated under the Investment Advisors Act of 1940, as amended, and has indicated
+on Exhibit B the category under which the Subscriber qualifies as such. Subscriber shall complete the
+Fund Manager’s Accredited Investor Due Diligence Worksheet attached hereto as Exhibit B-1.
+(b)Neither the Subscriber, nor any of its shareholders, members, managers, general or
+limited partners, directors, affiliates or executive officers, is subject to any of the “Bad Actor”
+disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification
+Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3).
+(c) The Subscriber is purchasing the Fund Interestsolely for the Subscriber’s own account
+for investment purposes only and not with a view to the sale or distribution of any part or all thereof
+by public or private sale or other disposition. The Subscriber understands that no public market exists
+for the Fund Interest and that the Fund Interest may have to be held for an indefinite period of time.
+The Subscriber has no intention of selling, granting any participation in or otherwise dividing,
+distributing or disposing of any portion of the Fund Interest, except that participants in and
+beneficiaries of any Subscriber that is a Qualified Plan Investor (as defined below) shall benefit as
+provided in plan documents.
+(d)The Subscriber understands that the Fund Interest has not been and will not be
+registered under the Securities Act, or approved or disapproved by the U.S. Securities and Exchange
+Commission or by any state securities administrator, or registered or qualified under any state
+securities law. The Fund Interest is being offered and sold in reliance on exemptions from the
+registration requirements of both the Securities Act and applicable state securities laws, and the Fund
+Interest may not be transferred by the Subscriber except in compliance with the Fund Agreement and
+applicable laws and regulations.
+Proprietary and Confidential
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Subscription Agreement
+page 5
+(e) The Subscriber (either alone or with the Subscriber’s professional advisers who are
+unaffiliated with the Fund, the Manager, or its affiliates) has such knowledge and experience in
+financial and business matters that the Subscriber is capable of evaluating the merits and risks of an
+investment in the Fund Interest and has the capacity to protect the Subscriber’s own interest in
+connection with the Subscriber’s proposed investment in the Fund Interest. The Subscriber
+understands that an investment in the Fund Interest is highly speculative and the Subscriber is able to
+bear the economic risk of such investment for an indefinite period of time and the loss of the
+Subscriber’s entire investment.
+(f) All questions of the Subscriber related to the Subscriber’s investment in the Fund
+Interest have been answered to the full satisfaction of the Subscriber and the Subscriber has received
+all the information the Subscriber considers necessary or appropriate for deciding whether to purchase
+the Fund Interest.
+(g)This Agreement, upon acceptance by the Fund, will constitute a valid and legally
+binding obligation of the Subscriber, enforceable in accordance with its terms except to the extent
+limited by applicable bankruptcy, insolvency, reorganization, or other laws affecting the enforcement
+of creditors’ rights generally and by principles of equity.
+(h)If the Subscriber is a natural person, the Subscriber (i) has full legal capacity to
+execute and deliver this Agreement and to perform the Partner’s obligations hereunder and (ii) is a
+bona fide resident of the state or jurisdiction of residence set forth on Exhibit A and has no present
+intention of becoming a resident of any other state or jurisdiction.
+(i) If the Subscriber is not a natural person, the Subscriber (i) is duly organized and has
+all requisite power to execute and deliver this Agreement and perform its obligations hereunder, (ii)
+has taken all necessary action to duly authorize the execution, delivery and performance of this
+Agreement, and (iii) was not organized for the specific purpose of acquiring the Fund Interest.
+(j) Other than as set forth herein or in the Fund Agreement (and any separate agreement
+in writing with the Fund executed in conjunction with the Subscriber’s subscription for the Fund
+Interest), the Subscriber is not relying upon any information, representation or warranty by the Fund,
+the Manager or any of its respective agents or representatives in determining to invest in the Fund. The
+Subscriber has consulted, to the extent deemed appropriate by the Subscriber, with the Subscriber’s
+own advisers as to the financial, tax, legal, and other matters concerning an investment in the Fund
+Interest and on that basis and the basis of its own independent investigations, without the assistance of
+the Fund, the Manager or any of its respective agents or representatives, believes that an investment in
+the Fund Interest is suitable and appropriate for the Subscriber. Subscriber hereby represents and
+warrants that it has had its own independent legal counsel review and approve all of the legal
+documents executed in connection with its Subscription.
+(k)The Subscriber has received and read a copy of the Fund’s confidential private
+placement memorandum (the “Memorandum”) and understands the risks and expenses of an
+investment in the Fund. The Subscriber acknowledges that it has reviewed and understands the
+“Conflicts of Interest” section of the Memorandum, and further understands that (i) the Manager and
+its affiliates (A) may carry on investment activities for their own accounts, for family members and
+friends who do not invest in the Fund; (B) may give advice and recommend investments to their
+respective family and friends that differs from advice given to, or investments recommended or bought
+for, the Fund, even though their business or investment objectives may be the same or similar; and (C)
+Proprietary and Confidential
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Subscription Agreement
+page 6
+will be engaged in activities, including investment activities, apart from their management of the Fund
+as permitted by this Agreement; (ii) certain employees of the Manager are expected to continue to
+perform services for the Manager and its affiliates, as well as for new investment funds and accounts
+that the Manager may hereafter establish in such manner as the Manager, in its sole discretion, deems
+appropriate (subject to the limitations on the timing of such establishment, as described below); (iii)
+certain other selling, general, and administrative expenses will be shared by the Fund and companies
+affiliated with the Manager; (iv) the Fund may co-invest with affiliates of the Manager; and (v) the
+Fund may use affiliates of the Manager to provide certain services to the Fund. The Subscriber was
+offered the Fund Interest through private negotiations and not through any general solicitation or
+general advertising, unless the Fund Interest is being offered pursuant to Rule 506(c) under the
+Securities Act, and in the state listed in the Subscriber’s permanent address set forth on the Signature
+Page attached hereto or previously provided to the Manager and intends that the securities laws of that
+state govern the Subscriber’s subscription.
+(l) The Subscriber understands and acknowledges that (i) any description of the Fund’s
+business and prospects given to the Subscriber is not necessarily exhaustive, (ii) all estimates,
+projections and forward-looking statements were based upon the best judgment of the Fund’s
+management at the time such estimates or projections were made and that whether or not such
+estimates, projections, or forward-looking statements will materialize will depend upon many factors
+that are out of the control of the Fund, and (iii) there is no assurance that any projections, estimates, or
+forward-looking statements will be attained.
+(m) The Subscriber’s information provided in this Agreement (including the exhibits
+hereto) is complete and accurate and may be relied upon by the Fund and the Manager. Additionally,
+by executing the Subscription Agreement, the Subscriber acknowledges and agrees that any
+identifying information or documentation regarding the Subscriber and/or its suitability to invest in
+the Fund that was furnished by the Subscriber to the Fund, the Manager or their affiliates online, or
+via e-mail, whether in connection with this subscription or previously, may be made available to the
+Manager, remains true and correct in all respects and may, at the discretion of the Manager, be
+incorporated by reference herein (collectively, “Supporting Documents”).
+(n)Neither this Subscription nor any of the Subscriber’s contributions of Commitments
+do or will directly or indirectly contravene applicable laws and regulations, including anti-moneylaundering laws and regulations. The Subscriber understands and agrees that the Fund may undertake
+any actions that the Fund deems necessary or appropriate to ensure compliance with applicable laws,
+rules, and regulations regarding money laundering or terrorism. In furtherance of such efforts, the
+Subscriber hereby represents, covenants, and agrees that to the best of the Subscriber’s knowledge
+based on reasonable investigation.
+(i) None of the Subscriber’s capital contributions to the Fund (whether payable in cash
+or otherwise) shall be derived from money laundering or similar activities deemed illegal under
+federal laws and regulations.
+(ii)To the extent within the Subscriber’s control, none of the Subscriber’s capital
+contributions to the Fund will cause the Fund or any of its personnel to be in violation of federal antimoney laundering laws, including without limitation the Bank Secrecy Act (31 U.S.C. 5311 et seq.),
+the United States Money Laundering Control Act of 1986 or the International Money Laundering
+Abatement and Anti-Terrorist Financing Act of 2001, and any regulations promulgated thereunder.
+Proprietary and Confidential
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Subscription Agreement
+page 7
+(iii) The Subscriber acknowledges that due to anti-money laundering
+requirements operating in the United States, as well as the Fund’s own internal anti-money laundering
+policies, the Fund and the Manager may require further identification of the Subscriber and the source
+of its capital contribution before these Subscription Documents can be processed and capital
+contributions can be accepted or distributions made. When requested by the Manager, the Subscriber
+will provide any and all additional information, and the Subscriber understands and agrees that the
+Manager may release confidential information about the Subscriber (and, if applicable, any underlying
+beneficial owner or Related Person to any person) if the Manager has determined that such release is
+necessary to ensure compliance with all applicable laws and regulations concerning money laundering
+and similar activities; provided, that prior to releasing any such information, the Manager shall confirm
+with counsel that such release is necessary to so ensure said compliance.
+(o)Except as otherwise disclosed in writing to the Manager, the Subscriber represents
+and warrants that neither it, nor to the best of its knowledge and belief after due inquiry, the Beneficial
+Owners (as defined below), nor any person or entity controlled by, controlling or under common
+control with the Subscriber or the Beneficial Owners, nor any person having a beneficial or economic
+interest in the Subscriber or the Beneficial Owners, any person for whom the Subscriber is acting as
+agent or nominee in connection with this investment, nor in the case of a Subscriber which is an entity,
+any Related Person is:
+(i) a Prohibited Investor;1
+(ii) a Senior Foreign Political Figure,2
+any member of a Senior Foreign
+Political Figure’s “immediate family,” which includes the figure’s parents, siblings, spouse, children
+and in-laws, or any Close Associate3 of a Senior Foreign Political Figure, or a person or entity resident
+in, or organized or chartered under, the laws of a Non-Cooperative Jurisdiction;4
+(iii) a person or entity resident in, or organized or chartered under, the
+laws of a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311
+or 312 of the USA PATRIOT Act as warranting special measures due to money laundering concerns;
+or
+
+1 For purposes of this subparagraph (d), “Prohibited Investor” shall mean a person or entity whose name
+appears on (i) the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of
+Foreign Assets Control; (ii) other lists of prohibited persons and entities as may be mandated by applicable law or
+regulation; or (iii) such other lists of prohibited persons and entities as may be provided to the Fund in connection
+therewith.
+2 For purposes of this subparagraph (d), “Senior Foreign Political Figure” shall mean a senior official in the
+executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not),
+a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation.
+In addition, a Senior Foreign Political Figure includes any corporation, business or other entity that has been formed
+by, or for the benefit of, a Senior Foreign Political Figure.
+3 For purposes of this subparagraph (d), “Close Associate of a Senior Foreign Political Figure” shall mean
+a person who is widely and publicly known internationally to maintain an unusually close relationship with the Senior
+Foreign Political Figure, and includes a person who is in a position to conduct substantial domestic and international
+financial transactions on behalf of the Senior Foreign Political Figure.
+4 For purposes of this subparagraph (d), “Non-Cooperative Jurisdiction” shall mean any foreign country that
+has been designated as non-cooperative with international anti-money laundering principles or procedures by an
+intergovernmental group or organization, such as the Financial Task Force on Money Laundering, of which the U.S.
+is a member and with which designation the U.S. representative to the group or organization continues to concur.
+Proprietary and Confidential
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Subscription Agreement
+page 8
+(iv) a person or entity who gives the Subscriber reason to believe that its
+funds originate from, or will be or have been routed through, an account maintained at a Foreign Shell
+Bank,5
+an “offshore bank,” or a bank organized or chartered under the laws of a Non-Cooperative
+Jurisdiction.
+(p)The Subscriber understands the rights, obligations and restrictions of Members,
+including that withdrawals of capital from the Fund by Members are limited by the terms of the Fund
+Agreement.
+(q)The Subscriber understands that the Fund intends to operate in such a manner that
+(i) an investment in the Fund will be a permissible investment for Qualified Plan Investors and (ii) the
+Fund will qualify for an exemption from the “look through” rule of the Plan Asset Regulations (U.S.
+Department of Labor regulation 20 C.F.R. section 2510.3-101), including limiting the holdings of
+Qualified Plan Investors to less than 25 percent of the Fund Interests.
+(r) If the Subscriber is or would be an investment company (as defined by the Company
+Act) but for the exceptions contained in section 3(c)(1) or section 3(c)(7) of the Company Act, (i) the
+Subscriber’s Fund Interest does not represent 40% or more of the total assets and committed capital of
+the Subscriber, (ii) the Subscriber has informed the Manager of the number of persons that constitute
+“beneficial owners” of such Subscriber’s outstanding securities (other than short-term paper) within
+the meaning of clause (A) of subsection 3(c)(1) of Company Act, and will inform the Manager
+promptly upon any change in that number, and (iii) the Subscriber agrees that the Manager may require
+the Subscriber to withdraw at any time so much of its Fund Interest as is necessary to keep such Fund
+Interest below 10% of the total Fund Interests.
+(s) If the Subscriber is an “employee benefit plan” as defined in section 3(3) of the U.S.
+Employee Retirement Income Security Act of 1974, as amended (“ERISA”), a plan with respect to
+which section 4975 of the Internal Revenue Code, as amended (the “Code”) applies or an entity or
+account whose assets are deemed to include assets of any such plan (a “Qualified Plan Investor”), (i)
+the Subscriber has completed and complied with the instructions set forth in Exhibit C to this
+Agreement, if any, making the representations and warranties referenced therein and (ii) if the Manager
+or any partner, employee or agent of the Manager is ever held to be a fiduciary, the fiduciary
+responsibilities, if any, of that person shall be limited to the person’s duties in administering the
+
+5 For purposes of this subparagraph (d), “Foreign Shell Bank” shall mean a Foreign Bank without a Physical
+Presence in any country, but does not include a Regulated Affiliate.
+A “Foreign Bank” shall mean an organization that (i) is organized under the laws of a foreign country, (ii)
+engages in the business of banking, (iii) is recognized as a bank by the bank supervisory or monetary authority of the
+country of its organization or principal banking operations, (iv) receives deposits to a substantial extent in the regular
+course of its business, and (v) has the power to accept demand deposits, but does not include the U.S. branches or
+agencies of a foreign bank.
+“Physical Presence” shall mean a place of business that is maintained by a Foreign Bank and is located at a
+fixed address, other than solely a post office box or an electronic address, in a country in which the Foreign Bank is
+authorized to conduct banking activities, at which location the Foreign Bank (i) employs one or more individuals on
+a full-time basis, (ii) maintains operating records related to its banking activities, and (iii) is subject to inspection by
+the banking authority that licensed the Foreign Bank to conduct banking activities.
+“Regulated Affiliate” shall mean a Foreign Shell Bank that is an affiliate of a depository institution, credit
+union or Foreign Bank that maintains a Physical Presence in the U.S. or a foreign country regulating such affiliated
+depository institution, credit union or Foreign Bank.
+Proprietary and Confidential
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Subscription Agreement
+page 9
+business of the Fund, and such person shall not be responsible for any other duties with respect to any
+Qualified Plan Investor.
+(t) The Subscriber understands the meaning and legal consequences of the
+representations and warranties made by the Subscriber herein, and that the Manager is relying on such
+representations and warranties in making its determination to accept or reject this Agreement.
+(u)The Subscriber understands the risks involved with acquiring the Interests,
+understands the business of the Fund and the Portfolio Company, has thoroughly read and understands
+all of the provisions of the Operating Agreement and can withstand a total loss of its capital
+contribution. The Subscriber is making the investment described herein to indirectly acquire the
+Portfolio Company Securities indirectly through the Fund and is making this investment in the Fund
+in lieu of making an investment in the Portfolio Company directly. The Subscriber has read the
+Memorandum, including the risk factors therein (which may not be an exhaustive list), and understands
+the risks associated with the investment in the Interests and the investment by the Fund in the Portfolio
+Company.
+3. Certificates. The Subscriber understands and agrees that, as permitted by applicable
+law, the Fund Interest will not be represented by a certificate unless otherwise determined by the
+Manager. If the Manager determines to have the Fund Interest be represented by a certificate, such
+certificate shall bear such legends as the Fund considers advisable to facilitate compliance with the
+Securities Act or any other securities law or any other restrictions placed on such Fund Interest.
+4. Liability. The Subscriber agrees that neither the Fund, the Manager nor any of their
+respective affiliates, nor their respective managers, officers, directors, members, equity holders,
+employees, or other applicable representatives (collectively, the “Fund, the Manager and their
+Affiliated Persons”), shall incur any liability (a) in respect of any action taken upon any information
+provided to the Fund by the Subscriber (including any Supporting Documents or Additional
+Documents) or for relying on any notice, consent, request, instructions or other instrument believed,
+in good faith, to be genuine or to be signed by properly authorized persons on behalf of the Subscriber,
+including any document transmitted by email or (b) for adhering to applicable anti-money laundering
+obligations whether now or hereinafter in effect.
+5. Conflict of Interest. The Subscriber acknowledges and agrees that the Manager and
+its affiliates will be subject to various conflicts of interest in carrying out the Manager’s responsibilities
+to the Fund. Other funds may be formed in the future with objectives that are the same as or similar
+to the Fund’s objectives.
+6. Confidentiality. The Subscriber shall keep confidential, and not make use of or
+disclose to any person (other than for purposes reasonably related to its interest in the Fund or as
+required by law), any information or matter received from or relating to the Fund; provided that the
+Subscriber may disclose any such information to the extent that such information (i) is or becomes
+generally available to the public through no act or omission of the Subscriber, (ii) was already in the
+possession of the Subscriber at the time of such disclosure or (iii) is communicated to the Subscriber
+by a third party without violation of confidentiality obligations.
+7. USA PATRIOT Act. To comply with applicable laws, rules, and regulations
+designed to combat money laundering or terrorism, the Subscriber shall provide the information on
+Exhibit D hereto.
+Proprietary and Confidential
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Subscription Agreement
+page 10
+8. Beneficial Ownership. The Subscriber represents and warrants that it is subscribing
+for Interests for Subscriber’s own account and own risk, unless the Subscriber advises the Fund to the
+contrary in writing and identifies with specificity supplementally each Beneficial Owner (as defined
+below) as well as such other information and/or documentation as may be requested or required by the
+Manager. The Subscriber also represents that it does not have the intention or obligation to sell,
+distribute or transfer its Interests or any portion thereof, directly or indirectly, to any other person or
+entity or to any nominee account. If the Subscriber is subscribing on behalf of a Beneficial Owner,
+then the Subscriber represents that all subscription payments transferred to the Subscriber with respect
+to such Beneficial Owner originated directly from a bank or brokerage Account in the name of such
+Beneficial Owner.
+The Subscriber represents and warrants that the Subscriber is not (a) acting as trustee,
+custodian, agent, representative, or nominee for (or with respect to) another person or entity
+(howsoever characterized and regardless of whether such person or entity is deemed to have a property
+interest, or the like, with respect to such Interests under local law) or (b) an entity (other than a publiclytraded company listed on an organized exchange (or a subsidiary or a pension fund of such a company)
+based in a FATF-Compliant Jurisdiction (as defined below) investing on behalf of underlying investors
+(including a Fund-of-Funds) (the persons, entities and underlying investors referred to in (a) and (b)
+being referred to collectively as the “Beneficial Owners”). If the preceding sentence is not true, the
+Subscriber represents and warrants that:
+(i) The Subscriber understands and acknowledges that the representations, warranties,
+and agreements made herein are made by the Subscriber (A) with respect to the Subscriber and (B)
+with respect to each of the Beneficial Owners;
+(ii) The Subscriber has all requisite power and authority from each of the Beneficial
+Owners to execute and perform the obligations under these Subscription Documents and to bind each
+such Beneficial Owner as a party hereto;
+(iii) The Subscriber has adopted and implemented anti-money laundering policies,
+procedures and controls that comply, and will continue to comply, in all respects, with the requirements
+of applicable anti-money laundering laws and regulations; and
+(iv) The Subscriber has verified, or has access to, the identity of each Beneficial Owner,
+holds evidence of such identity and will make such evidence, together with any other documentation
+or information reasonably necessary to support the accuracy of Subscriber’s representations and
+warranties contained herein, available to the Fund upon request, and has procedures in place to ensure
+that the Beneficial Owners are not Prohibited Investors.
+9. “Big Boy” Provision. In view of the fact that Subscriber is sophisticated, has had
+access to information sufficient to make an investment decision and has conducted its own due
+diligence, and has made its investment decision without reliance on (i) the Manager, (ii) any material
+information the Manager may have about the Portfolio Company Securities and Portfolio Company,
+or (iii) any disclosures of non-public information that may have been made to the Manager (or that the
+Manager may have independently obtained), and further in view of all of the representations
+Subscriber has made in Section 2, Subscriber hereby irrevocably: (i) waives any right to any and all
+actions, suits, proceedings, investigations, claims, or liabilities of any nature, including but not limited
+to actions under Rule 10b-5 of the Securities Exchange Act of 1934 or similar laws (collectively
+“Claims”) that may arise from or relate to the possession of or failure to disclose non-public
+Proprietary and Confidential
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Subscription Agreement
+page 11
+information; (ii) releases any Claims against the Manager or any other party; and (iii) agrees to refrain
+from pursuing against any Claims against such parties.
+10.Survival. The representations, warranties, and agreements contained in this
+Agreement shall survive the execution of this Agreement by the Subscriber and acceptance of this
+Agreement by the Fund.
+11.Additional Information. The Subscriber agrees that, upon demand, it will promptly
+furnish any information, and execute and deliver such documents, as reasonably required by the
+Manager and furnish any information relating to the Subscriber’s relationship with the Fund as
+required by governmental agencies having jurisdiction over the Fund.
+12.Assignment and Successors. This Agreement may be assigned by the Subscriber
+only with the prior written consent of the Fund. Subject to the foregoing, this Agreement (including
+the provisions of Section 6) shall be binding on the respective successors, assigns, heirs, and legal
+representatives of the parties hereto.
+13.No Third Party Beneficiaries. This Agreement shall not confer any rights or
+remedies upon any person, other than the parties hereto.
+14.Amendment; Waiver. Neither this Agreement nor any term hereof may be amended
+other than by written consent of the Subscriber and the Fund. No provision hereof may be waived
+other than in a writing signed by the waiving party. Unless expressly provided otherwise, no waiver
+shall constitute an ongoing or future waiver of any provision hereof.
+15.Governing Law. This Agreement is governed by and shall be construed in
+accordance with the laws of the State of Delaware, without regard to conflict of laws principles. For
+the purpose of any judicial proceeding to enforce an award or incidental to arbitration or to compel
+arbitration, the Subscriber and the Fund hereby submit to the non-exclusive jurisdiction of the courts
+located in the Arbitration Location, and agree that service of process in such arbitration or court
+proceedings shall be satisfactorily made upon it if sent by registered mail addressed to it at the address
+set forth on the Subscriber Information page and Definitions page respectively.
+16.Entire Agreement. This Agreement, the Fund Agreement, and any side letter entered
+into between the Manager or the Fund and the Subscriber, and all of the exhibits and appendices
+attached hereto and thereto, constitutes the entire agreement and understanding between the parties
+with respect to the subject matter hereof and thereof and supersedes any prior written or oral
+agreements or understandings of the parties with respect thereto.
+17.Notice. All communications hereunder shall be in writing and delivered in person, by
+registered or certified mail, by electronic mail or otherwise delivered to the Subscriber at the applicable
+address or number set forth on Exhibit A hereto and to the Fund at the address or number set forth in
+the Definitions hereto, or at such other place as the receiving party may designate to the other party by
+written notice. Each such communication shall be deemed received on the earlier of (i) receipt, (ii)
+personal delivery, (iii) transmission by electronic mail (with evidence of transmission from the
+transmitting device), (iv) one business day after deposit with a nationally recognized overnight courier
+service, or (v) three business days after being sent by registered or certified mail, return receipt
+requested, postage prepaid.
+Proprietary and Confidential
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Subscription Agreement
+page 12
+18.Severability. If any provision of this Agreement is held by applicable authority to be
+unlawful, void or unenforceable to any extent, such provision, to the extent necessary, shall be severed
+from this Agreement and the remainder of this Agreement shall not be affected thereby and shall
+continue in full force and effect.
+19.Copies and Counterparts. Copies of signatures to this Agreement shall be valid,
+binding and effective as original signatures for all purposes hereunder. This Agreement may be
+executed in any number of counterparts, each of which shall be an original but all of which taken
+together shall constitute one (1) agreement.
+20.Electronic Delivery of Disclosures and Schedule K-1. The Subscriber understands
+that the Fund and the Manager expect to deliver tax return information, including Schedule K-1s (each,
+a “K-1”) to the Subscriber by either electronic mail, a posting to a Subscriber-accessible platform or
+some other form of electronic delivery. Pursuant to IRS Rev. Proc. 2012-17 (Feb. 13, 2012), the
+Subscriber hereby expressly understands, consents to and acknowledges such electronic delivery of
+tax returns and related information.
+If the Subscriber needs to update the Subscriber’s contact information that is on file, please email the
+update to the Manager. The Subscriber will be notified if there are any changes to the contact
+information of the Fund.
+The Subscriber’s K-1 may be required to be printed and attached to a federal, state, or local income
+tax return.
+BY SIGNING THIS AGREEMENT, THE SUBSCRIBER:
+(i) ACKNOWLEDGES THAT ANY MISSTATEMENT MAY RESULT IN AN
+IMMEDIATE REDEMPTION OF SUBSCRIBER’S INTERESTS.
+(ii) AGREES THAT IF THE FUND BELIEVES THAT SUBSCRIBER OR A
+BENEFICIAL OWNER OF SUBSCRIBER IS A PROHIBITED INVESTOR, THE FUND MAY
+BE OBLIGATED TO FREEZE SUBSCRIBER’S INVESTMENT, DECLINE TO MAKE
+DISTRIBUTIONS OR SEGREGATE THE ASSETS CONSTITUTING SUBSCRIBER’S
+INVESTMENT WITH THE FUND IN ACCORDANCE WITH APPLICABLE LAW.
+(iii) ACKNOWLEDGES THAT SUBSCRIBER HAS RECEIVED (1) A COPY OF
+THE MANAGER’S PRIVACY NOTICE, AND (2) A COPY OF THE MANAGER’S FORM
+ADV BROCHURE PARTS 2A AND 2B.
+(Signature Pages Follow)
+Proprietary and Confidential
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Subscription Agreement
+page 13
+SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT
+INDIVIDUALS
+IN WITNESS WHEREOF, the Subscriber hereby executes this Agreement as of the date set
+forth below.
+Date:
+Total Subscription Amount: $___________________
+Late Investment Fee: $___________________________
+Subscriber #1: Subscriber #2: (if more than one individual)
+(Signature) (Signature)
+(Print Name) (Print Name)
+ACCEPTANCE OF SUBSCRIPTION
+By signing below, the Fund hereby accepts Subscriber’s subscription for Interests in the Fund in the
+amount indicated on this Signature Page to Subscription agreement, and hereby authorizes this
+signature page to be attached to the Subscription Agreement related to the Fund. By executing this
+Agreement, Subscriber hereby irrevocably agrees to be bound by this Agreement and to all
+Subscription Documents, including but not limited to, the EWM Alternative Investments SPV, LLCSeries 2-Unicorn Technology Operating Agreement dated January 18, 2017, as restated on June 30,
+2017, and to perform all obligations thereunder.
+THE FUND: EWM ALTERNATIVE INVESTMENTS SPV, LLC-SERIES 2-UNICORN
+TECHNOLOGY
+By: ________________________________ Date: ________________________
+Prateek Mehrotra, Secretary and Vice President
+of Endowment Wealth Management, Inc.,
+Manager of the Fund
+Proprietary and Confidential
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Subscription Agreement
+page 14
+SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT
+ENTITIES
+IN WITNESS WHEREOF, the Subscriber hereby executes this Agreement as of the date set
+forth below.
+Date:
+Total Subscription Amount: $___________________
+Late Investment Fee: $___________________________
+Subscriber:
+(Name of Subscriber)
+(Signature of Signatory)
+(Print Name of Signatory)
+(Title of Signatory)
+ACCEPTANCE OF SUBSCRIPTION
+By signing below, the Fund hereby accepts Subscriber’s subscription for Interests in the Fund in the
+amount indicated on this Signature Page to Subscription agreement, and hereby authorizes this
+signature page to be attached to the Subscription Agreement related to the Fund. By executing this
+Agreement, Subscriber hereby irrevocably agrees to be bound by this Agreement and to all
+Subscription Documents, including but not limited to, This page shall also serve as Subscriber’s
+signature page to the EWM Alternative Investments SPV, LLC-Series 2-Unicorn Technology
+Operating Agreement dated January 18, 2017, as restated on June 30, 2017, and to perform all
+obligations thereunder.
+THE FUND: EWM ALTERNATIVE INVESTMENTS SPV, LLC-SERIES 2-UNICORN
+TECHNOLOGY
+By: ________________________________ Date: ________________________
+Prateek Mehrotra, Secretary and Vice President
+of Endowment Wealth Management, Inc.,
+Its Manager
+Proprietary and Confidential
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Subscription Agreement
+page 15
+EXHIBIT A
+SUBSCRIBER INFORMATION
+1. Name of Subscriber (as it is to be titled on Fund documents):
+2. Subscription Amount:
+3. U.S. Taxpayer Identification Number or Social Security Number (if applicable):
+4. Jurisdiction and Date of Organization (for Trusts/ entities):
+5. Subscriber’s Address of Residence or Principal Place of Business:
+6. Address for Delivery and Notices (if different from above):
+7. Phone Number:
+8. Email Address:
+9. For all Subscribers:
+I agree to electronic delivery of disclosures and Schedule K-1
+10. For Non-Individuals (check one):
+Manager
+Limited Partnership
+Limited Liability Company
+Corporation
+Individual Retirement Account (custodian or trustee must sign)
+Trust (other than IRA) (trustee must sign)
+Qualified Plan (other than IRA)
+Other: ___________________________
+11. For Individuals (check one)
+Single Individual (one signatory required)
+Joint Tenants with Right of Survivorship (each individual must sign)
+Tenants-in-Common (each individual must sign)
+Community Property (one signatory required)
+Other: ___________________________
+12. For Investors who are not a U.S. Persons (as defined in Section 2(s) above):
+Copy of Passport (attached)
+13. The following IRS form is filled out, signed, and attached (check one):
+W-9 (for Investors who are U.S. Persons)
+W-8BEN (for Individual Investors who are not a U.S. Person)
+Proprietary and Confidential
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Subscription Agreement
+page 16
+W-8BEN-E (for Non-Individual Investors who are not a U.S. Person)
+Proprietary and Confidential
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Subscription Agreement
+page 17
+EXHIBIT B
+ACCREDITED INVESTOR STATUS AND OTHER QUALIFICATIONS
+Accredited Investor Status—All must complete
+Reason For This Questionnaire. Subscriber must be an “accredited investor” as defined
+in Rule 501(a) of Regulation D under the Securities Act of 1933. By marking the appropriate
+box(es) below, Subscriber indicates each category under which Subscriber is an accredited
+investor.
+Check one or more of the boxes on this page and the next page.
+☐ A. Individual-Income Test. An individual who had income in excess of $200,000
+in each of the two most recent years (or had joint income with his or her spouse in
+excess of $300,000 in each of those years) and has a reasonable expectation of
+reaching the same income level in the current year.
+☐ B. Individual- Net Worth Test. An individual who has a net worth (or joint net
+worth with his or her spouse) in excess of $1,000,000. For the purpose of
+calculating Investor’s net worth, equity in Investor’s primary residence shall not be
+included.
+☐ C. IRA-Beneficiary Makes Investment Decisions and is Accredited. An
+individual retirement account (“IRA”) whose beneficiary is an individual who (1)
+makes investment decisions for IRA, and (2) is an accredited investor on the basis
+of Box A or B above.
+☐ D. IRA- Person other than Beneficiary Makes Investment Decisions and Decision
+Maker is Accredited. An individual retirement account (“IRA”) who investment
+decisions are made by an individual or entity other than the IRA beneficiary, and
+that decision –maker is an accredited investor under Category(ies) ______ in this
+Questionnaire. In the blank, please insert the letter of each Category in this
+Questionnaire that applies to the decision-maker.
+☐ E. Revocable Trust other than IRA- Income or Net Worth Test Applied to
+Grantor(s) and Decision- Maker. A revocable trust (other than an IRA) , and (1)
+each grantor of the trust is an accredited investor on the basis of Box A or B above,
+and (2) the person who makes investment decisions for Investor is an accredited
+investor under Category(ies) ____________ in this Questionnaire. In the blank,
+please insert the letter of each Category in this Questionnaire that applies to the
+decision-maker.
+☐ F. Self-Directed Pension Plan other than IRA- Income or Net Worth Test Applied
+Proprietary and Confidential
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Subscription Agreement
+page 18
+to Participant. A self-directed pension plan (other than an IRA), and the participant
+who directed that assets of his or her account be invested in the Funds (1) an
+accredited investor on the basis of Box A or B above, and (2) the only participant
+who account is being invested in the Fund.
+☐ G. Other Pension Plan. A pension plan that is not a self-directed plan, and either
+(1) the plan has total assets in excess of $5,000,000; or (2) the plan’s investment
+decisions are made by a plan fiduciary that is a bank, savings and loan association,
+insurance company or registered investment adviser.
+☐ H. Irrevocable Trust. An irrevocable trust that consists of a single trust (1) with
+total assets in excess of $5,000,000, and (2) which was not formed the specific
+purpose of investing in the Fund, and (3) whose purchase is directed by a person
+who has such knowledge and experience in financial and business matters that he
+or she is capable or evaluating the merits and risks of the prospective investment.
+☐ I. Corporation, Partnership, Business Trust. A corporation, a partnership, a
+Massachusetts or similar business trust, or an organization described in Section
+501(c)(3) if the Internal Revenue Code, that was not formed for specific purpose of
+acquiring an interest in the Fund, with total assets in excess of $5,000,000.
+☐ J. Other Entities. Any of the following entities that has a net worth of at least
+$5,000,000:
+☐ a bank, as defined in Section 3(a)(2) of the Securities Act of 1933;
+☐ acting for its own account;
+☐ acting in a fiduciary capacity;
+☐ a savings and loan association or similar institution, as defined in Section
+3(a)(5)(A) of the Securities Act of 1933;
+☐ acting for its own account;
+☐ acting in a fiduciary capacity;
+☐ a broker-dealer registered under the Securities Exchange Act of 1934;
+☐ an insurance company, as defined in Section 2(13) of the Securities Act of
+1933
+☐ an investment company registered under the Investment company act of
+1940;
+☐ a “business development company,” as defined in Section 2(a)(48) of the
+Investment Company Act of 1940
+Proprietary and Confidential
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Subscription Agreement
+page 19
+☐ a small business investment company licensed under Section 301(c) or
+301(d) of the Small Business Investment Act of 1958, as amended;
+☐ a “private business development company” as defined in Section
+202(a)(22) of the Investment Advisers Act of 1940.
+☐ K. Entity Wholly Owned by Accredited Investors. An entity in which all of the
+equity owners are accredited investors.
+If this box is checked; Please make an additional copy of this Exhibit B for each
+equity owner of the entity. On each copy, write one equity owner’s name and
+indicate the category(ies) above under which the equity owner is an accredited
+investor. Subscriber may be asked to provide additional information about its
+equity.
+☐ L. NONE OF THE ABOVE APPLIES (Further information may be required to
+determine Subscriber’s accredited investor status)
+Qualified Client Status—All must complete.
+Reason For This Questionnaire. The General Partner will receive performancebased compensation. With some experience, performance-based compensation arrangements
+are permitted only for “qualified clients” as defined in Rule 205-3 under the Investment
+Advisers Act of 1940 (“Qualified Clients”). By marking the appropriate box(es) in this
+questionnaire, Subscriber indicates each category under which Subscriber is a Qualified
+Client. If no Qualified Client category applies, Subscriber should check the final box.
+Please check one or more boxes below:
+☐A. Qualified Purchaser. Subscriber is a natural person, a trust owned jointly with spouse,
+or a Company (other than a Look-Through Entity) that is a “Qualified Purchaser” as
+defined in Section 2(a)(51)(A) of the Investment Advisers Act of 1940 or related rules
+thereunder (a “Qualified Purchaser”).
+☐ B. Individual Subscriber with $2,100,000 Net Worth. Subscriber is a natural person, trust
+owned jointly with spouse, or a company (other than a Look-Through Entity) whose next
+worth exceeds $2,100,000 (excluding equity in Investor’s primary residence), taking into
+account assets held jointly with Investor’s spouse.
+☐ C. Individual Subscriber with $1,000,000 Under Management. Investor is a natural person,
+a trust owned jointly with spouse, or Company (other than a Look-Through Entity) who,
+immediately after entering into this Agreement, will have at least $1,000,000 under the
+management of the Investment Manager.
+Proprietary and Confidential
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Subscription Agreement
+page 20
+☐ D. Certain Management Person of Manager. Subscriber is an executive officer, director,
+trustee, general partner, or person serving in a similar capacity, of the Manager.
+“Executive officer” includes the president, any vice president in charge of a principal
+business unit, divisions, or function (such as sales, administration or finance), any other
+person (whether or not an officer) who performs similar policy-making functions, and
+any officer who performs any policy-making functions.
+☐ E. Certain Employees of Manager. Subscriber is an employee of the Manager (other than
+an employee performing solely clerical, secretarial or administrative functions) who
+participates in the Manager’s investment activities in connection with the employee’s
+regular duties, provided that the employee has been performing those duties for the
+Manager, or substantially similar functions or duties for another Company, for at least 12
+months.
+☐ F. Look-Through Entity Owned by Qualified Clients. Subscriber is a private investment
+company, an investment company registered under the Investment Company Act, or a
+business development company (a “Look-Through Entity”). If Subscriber is a LookThrough Entity, each equity owner of such Look-Through Entity will be considered a
+client and will be required to represent that it is a Qualified Client (upon one of the criteria
+set forth in (A) through (D) above). Please contact the Manager.
+☐ G. SUBSCRIBER IS NONE OF THE ABOVE. Please explain below how each equity
+owner of Subscriber satisfies Qualified Client status. (Further information may be
+required to determine Subscriber’s Qualified Client Status) Enter details below:
+______________________________________________________________________
+______________________________________________________________________
+______________________________________________________________________
+______________________________________________________________________
+______________________________________________________________________
+______________________________________________________________________
+______________________________________________________________________
+______________________________________________________________________
+______________________________________________________________________
+______________________________________________________________________
+______________________________________________________________________
+______________________________________________________________________
+Proprietary and Confidential
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Subscription Agreement
+page 21
+EXHIBIT B-1
+ACCREDITED INVESTOR DUE DILIGENCE WORKSHEET
+Investment: EWM Alternative investments SPV, LLC-Series 2-Unicorn Technologies
+Name of Investor: _________________________________________________________________
+Name of Investor 2 (spousal/joint/trust accounts): ________________________________________
+Investor Type: □ Individual □ Joint □ Irrevocable Trust □ Revocable Trust □ Partnership
+□ Other _____________________________________________________________
+Account Title: _____________________________________________________________________
+Accreditation/qualified client verification (check all that apply):
+Income Verification
+□ Subscriber(s) annual income exceeds $200k (for individuals) or $300k (for couples)
+gross income for each of last two years AND is expected to exceed this level for current
+tax year. If box is checked, provide supporting documentation (two most recent years’ tax
+returns, W2s, Form 1099, K-1 or other supporting documents).
+__________(initial here) client confirms they will earn $200k (for individuals) or
+$300k (for couples) during current tax year.
+Net Worth Verification (for individuals/revocable trusts)
+□ Subscriber or together with Subscriber’s spouse has a net worth that (check one):
+□ Exceeds $1 million, excluding the value of primary residence
+□ Exceeds $2.1 million of investable assets
+□ Exceeds $5 million of investable assets
+Please present documentation to support net worth statement above. Please
+provide supporting documentation, which may include recent (within the past 3
+months) financial statements from financial institutions (banks, brokerage firms,
+insurance, 401k), or, land/property deed, vehicle titles, etc. along with
+documentation of outstanding liabilities/outstanding loans that will allow
+Manager to determine net worth. In lieu of copies of aforementioned statements,
+a signed letter from your accountant, attorney, or financial professional stating
+that your investable assets exceed the checked level is acceptable.
+Net Worth Verification (Irrevocable Trusts, Corporations, Other Entities
+□ Subscriber is a qualified purchaser with Investable assets in excess of $5MM (attach
+recent statements or letter from accountant, attorney or financial professional that
+investable assets exceed $5MM.
+By signing below, I/we represent that my responses are true and correct and I/we have attached,
+or agree to provide recent documents (within past three months) as supporting documentation for
+my/our responses.
+Proprietary and Confidential
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Subscription Agreement
+page 22
+In addition, I/we authorize Endowment Wealth Management, Inc. to conduct a credit check for
+the individuals, trusts, or entity liabilities if, at Manager’s discretion, one is deemed necessary to
+make an accredited/qualified investor determination.
+Subscriber 1 Subscriber 2 (if applicable)
+Signed: ______________________________ Signed: ______________________________
+Printed Name: ________________________ Printed Name: ________________________
+Title: ________________________________ Title: ________________________________
+Date: ________________________________ Date: ________________________________
+Reviewed & Approved by: _____________________________________________________
+Date: _____________________________________________________________________
+Proprietary and Confidential
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Subscription Agreement
+page 23
+EXHIBIT C
+PROVISIONS FOR ERISA INVESTORS
+Provided by Manager upon request.
+Proprietary and Confidential
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Subscription Agreement
+page 24
+EXHIBIT D
+USA PATRIOT ACT COMPLIANCE
+1. Name of the bank from which the Subscriber’s payment to the Partnership is being
+wired (the “Wiring Bank”):
+___________________________________
+___________________________________
+___________________________________
+___________________________________
+2. Is the Wiring Bank located in the United States or another “FATF Country”6
+?
+☐ Yes ☐ No
+3. If the Subscriber answered “Yes,” is the Subscriber a customer of the Wiring Bank?
+☐ Yes ☐ No
+If the Subscriber answered “No” to questions 2 or 3 above, the Subscriber may be required, if the
+Subscriber is an individual, to produce a copy of a passport or identification card, together with any
+evidence of the Subscriber’s address, such as a utility bill or bank statement, and date of birth. If the
+Subscriber is an entity, the Subscriber may be required to produce a certified copy of the
+Subscriber’s certificate of incorporation, articles of association (or the equivalent) or certificate of
+formation or limited partnership (or the equivalent), and the names, occupations, dates of birth and
+residential and business addresses of all directors.
+
+6 As of the date hereof, countries that are members of the Financial Action Task Force on Money
+Laundering (each an “FATF Country”) are: Argentina, Australia, Austria, Belgium, Brazil, Canada, Denmark,
+Finland, France, Germany, Greece, Hong Kong, Iceland, Ireland, Italy, Japan, Luxembourg, Mexico, Kingdom of
+the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, Turkey, United
+Kingdom, and the United States. The list of FATF Countries may be expanded to include future FATF members
+and FATF compliant countries, as appropriate.
+Proprietary and Confidential
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Subscription Agreement
+page 25
+EXHIBIT E
+INVESTMENT MANAGER’S PRIVACY NOTICE
+Proprietary and Confidential
+EWM AI SPV, LLC-Ser 2-Unicorn Tech Subscription Agreement
+page 26
+EXHIBIT F
+INVESTMENT MANAGER’S FORM ADV BROCHURE PARTS 2A & B
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diff --git a/limited-partner-agreement.md b/limited-partner-agreement.md
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+++ b/limited-partner-agreement.md
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+# Limited Partnership Agreement
+
+# UNICORN PAIRS FUND, LP
+
+## Delaware Limited Partnership
+
+#### UNICORN CAPITAL PARTNERS, LLC
+
+```
+General Partner, Investment Manager
+```
+```
+January 1, 2017
+```
+
+#### DISCLAIMER
+
+#### THE LIMITED PARTNERSHIP INTERESTS OF UNICORN PAIRS FUND, LP (THE
+
+#### "FUND") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
+
+#### "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. THE FUND IS NOT
+
+#### REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940 OR THE
+
+SECURITIES LAWS OF ANY STATE. _(See PPM “Exemptions” § 9.1 & § 9.2)_
+
+THE FUND OPERATES PURSUANT TO SEC RULE 506(c) OF REGULATION D WHICH
+PROVIDES EXEMPTIVE RELIEF TO BROADLY SOLICIT AND GENERALLY
+ADVERTISE THE OFFERING BUT STILL BE DEEMED TO BE UNDERTAKING A
+PRIVATE OFFERING. _(See PPM “Exemptions” § 9.3)_
+
+THESE SECURITIES MAY NOT BE TRANSFERRED EXCEPT AS PERMITTED UNDER
+THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO
+REGISTRATION THEREUNDER OR EXEMPTION THEREFROM, AND MAY NOT BE
+TRANSFERRED EXCEPT IN ACCORDANCE WITH THE LIMITED PARTNERSHIP
+AGREEMENT. _(See PPM “Assignment” § 8.1)_
+
+AN INVESTMENT IN THE FUND INVOLVES A SIGNIFICANT RISK OF LOSS.
+_(See PPM “Certain Risk Factors” Article 2)_
+
+THE DELIVERY OF OFFERING DOCUMENTS SHALL NOT CONSTITUTE AN OFFER
+TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, INTERESTS IN THE FUND
+IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
+AUTHORIZED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
+OFFER OR SOLICITATION.
+
+THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
+SOLICITATION OF AN OFFER TO BUY, TO ANY PERSON WHO HAS NOT EXECUTED
+AND RETURNED A SUBSCRIPTION AGREEMENT IN FORM AND SUBSTANCE
+SATISFACTORY TO THE GENERAL PARTNER, AND WHOSE PURCHASER
+REPRESENTATIVE, IF ANY, HAS NOT COMPLETED AND RETURNED A PURCHASER
+REPRESENTATIVE QUESTIONNAIRE IN FORM AND SUBSTANCE SATISFACTORY
+TO THE GENERAL PARTNER. THIS OFFERING IS MADE ONLY TO A LIMITED
+NUMBER OF ACCREDITED INVESTORS, AS THAT TERM IS DEFINED IN
+REGULATION D UNDER THE ACT.
+
+NEITHER THE SECURITIES AND EXCHANGE COMMISSION ("SEC") NOR ANY STATE
+SECURITIES COMMISSION HAS PASSED UPON THE MERITS OF PARTICIPATING IN
+
+
+#### THE FUND, NOR HAS ANY COMMISSION PASSED UPON THE ADEQUACY OR
+
+#### ACCURACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY
+
+#### IS A CRIMINAL OFFENSE.
+
+#### PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS
+
+#### MEMORANDUM AS INVESTMENT, TAX OR LEGAL ADVICE. THIS MEMORANDUM
+
+#### AND THE OTHER DOCUMENTS DELIVERED IN CONNECTION HEREWITH SHOULD
+
+#### BE REVIEWED BY EACH PROSPECTIVE INVESTOR OR SUCH INVESTOR'S
+
+#### PURCHASER REPRESENTATIVE, IF ANY, AND SUCH INVESTOR'S FINANCIAL, TAX
+
+#### OR LEGAL COUNSEL.
+
+#### THE INFORMATION CONTAINED HEREIN IS ACCURATE ONLY AS OF THE DATE OF
+
+#### THIS MEMORANDUM. THE INFORMATION IS SUBJECT TO CHANGE AT ANY TIME.
+
+#### ADDITIONAL INFORMATION IS AVAILABLE FROM UNICORN CAPITAL PARTNERS,
+
+#### LLC, WHOSE ADDRESS AND TELEPHONE NUMBER IS SET FORTH IN THE
+
+#### DIRECTORY.
+
+#### THE OFFERING IS MADE BY DELIVERY OF A COPY OF THIS MEMORANDUM TO
+
+#### THE PERSON WHOSE NAME APPEARS HEREON AND MEETS THE SUITABILITY
+
+#### INVESTOR QUALIFICATION STANDARDS (PPM, §3.1) SET FORTH IN THIS
+
+#### MEMORANDUM.
+
+#### ACCORDINGLY, IF YOU PURCHASE AN INTEREST, YOU WILL BE REQUIRED TO -
+
+#### REPRESENT AND WARRANT THAT YOU HAVE READ THIS MEMORANDUM AND
+
+#### ARE AWARE OF AND CAN AFFORD THE RISKS OF AN INVESTMENT IN THE FUND.
+
+#### YOU WILL ALSO BE REQUIRED TO REPRESENT THAT YOU ARE ACQUIRING THE
+
+#### INTEREST FOR YOUR OWN ACCOUNT, FOR INVESTMENT PURPOSES ONLY, AND
+
+#### NOT WITH ANY INTENTION TO RESELL OR TRANSFER ALL OR ANY PART OF THE
+
+#### INTEREST. THIS INVESTMENT IS SUITABLE FOR YOU ONLY IF YOU HAVE
+
+#### ADEQUATE MEANS OF PROVIDING FOR YOUR CURRENT AND FUTURE NEEDS
+
+#### AND CAN AFFORD TO LOSE THE ENTIRE AMOUNT OF YOUR INVESTMENT.
+
+#### ALTHOUGH THIS MEMORANDUM CONTAINS SUMMARIES OF CERTAIN TERMS OF
+
+#### CERTAIN DOCUMENTS, YOU SHOULD REFER TO THE ACTUAL DOCUMENTS
+
+#### (COPIES OF WHICH ARE ATTACHED HERETO OR ARE AVAILABLE FROM THE
+
+#### GENERAL PARTNER) FOR COMPLETE INFORMATION CONCERNING THE RIGHTS
+
+#### AND OBLIGATIONS OF THE PARTIES THERETO. ALL SUCH SUMMARIES ARE
+
+#### QUALIFIED IN THEIR ENTIRETY BY THE TERMS OF THE ACTUAL DOCUMENTS. NO
+
+#### PERSON HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATIONS OR FURNISH
+
+#### ANY INFORMATION WITH RESPECT TO THE FUND OR THE INTERESTS, OTHER
+
+
+#### THAN THE REPRESENTATIONS AND INFORMATION SET FORTH IN THIS
+
+#### MEMORANDUM OR OTHER DOCUMENTS OR INFORMATION FURNISHED BY THE
+
+#### GENERAL PARTNER UPON REQUEST, AS DESCRIBED ABOVE.
+
+#### NO RULINGS HAVE BEEN SOUGHT FROM THE INTERNAL REVENUE SERVICE
+
+#### ("IRS") WITH RESPECT TO ANY TAX MATTERS DISCUSSED IN THIS
+
+#### MEMORANDUM. YOU ARE CAUTIONED THAT THE VIEWS CONTAINED HEREIN
+
+#### ARE SUBJECT TO MATERIAL QUALIFICATIONS AND SUBJECT TO POSSIBLE
+
+#### CHANGES IN REGULATIONS BY THE IRS OR BY CONGRESS IN EXISTING TAX
+
+#### STATUTES OR IN THE INTERPRETATION OF EXISTING STATUTES AND
+
+#### REGULATIONS.
+
+#### EXCEPT WHERE OTHERWISE INDICATED, THIS MEMORANDUM SPEAKS AS OF
+
+#### THE DATE HEREOF. NEITHER THE DELIVERY OF THE MEMORANDUM NOR ANY
+
+#### SALE OF THE SECURITIES DESCRIBED HEREIN SHALL, UNDER ANY
+
+#### CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
+
+#### CHANGE IN THE AFFAIRS OF THE FUND OR THE GENERAL PARTNER SINCE THE
+
+#### DATE HEREOF.
+
+
+## TABLE OF CONTENTS
+
+```
+Title Page
+Section^
+```
+### Partners 1.
+
+### Principal Place of Business 1.
+
+### Capital Contributions................................................................... 2.
+
+### Ownership Percentages................................................................. 2.
+
+### Activity of the General Partner 3.
+
+### Liability of the General Partner 3.
+
+
+## Redemptions 4.
+
+## Reporting 4.
+
+## Money Management 5.
+
+## Pairs..... 5.
+
+## Capital Accounts 6.
+
+## Yearly Capital Account 6.
+
+
+## Tax Treatment of Foreign Investor 7.
+
+## Tax Treatment of General Partner 7.
+
+## Admission of Additional Partners 8.
+
+## Other Restricted Transfers 8.
+
+## Confidentiality 9.
+
+## Certification of Non-Foreign Status 9.
+
+   - Formation of Limited Partnership 1. GENERAL PROVISIONS
+   - Name 1.
+   - Partners 1.
+   - Principal Place of Business 1.
+   - Registered Agent and Office........................................................... 1.
+   - Documents 1.
+- Fiscal Year 1.
+- Purpose of Fund 1.
+- SEC Rule 506(c) 1.
+   - The Fund................................................................................. 2. THE FUND
+   - Non-Interest-Bearing Account........................................................ 2.
+   - Capital Contributions................................................................... 2.
+   - Ownership Percentages................................................................. 2.
+   - Termination of the Fund............................................................... 2.
+   - General Partner 3. GENERAL PARTNER, INVESTMENT MANAGER
+   - Affiliates of the General Partner 3.
+   - Activity of the General Partner 3.
+   - Liability of the General Partner 3.
+   - General Partner Investments........................................................... 3.
+   - Investment Manager 3.
+   - Investment Advisor 3.
+   - Authority over the Fund 3.
+   - High Water Mark 3.
+   - Graduated 10% Hurdle Rate 3.
+   - Management Fee 3.
+   - Performance Allocation 3.
+   - Indemnification of Investment Manager 3.
+   - Expenses 3.
+- Year End Liquidation 3.
+- Limited Partner 4. LIMITED PARTNER
+- Accredited Investor 4.
+- Additions and Withdrawals 4.
+- Redemptions 4.
+- Reporting 4.
+- Privacy Policy 4.
+- Benefits of Agreement 4.
+- Distribution 4.
+- Methodology 5. METHODOLOGY
+- Proprietary Approach 5.
+- Risk Management 5.
+- Money Management 5.
+- Pairs..... 5.
+- Main Trades.............................................................................. 5.
+- Counter Trades 5.
+- Extra Trades............ 5.
+- Instruments 5.
+- Accounting Practice 6. ACCOUNTING
+- Independent Accountants 6.
+- Pairs Participation 6.
+- Capital Accounts 6.
+- Yearly Capital Account 6.
+- Annualized Capital Account 6.
+- Regulatory Assets Under Management 6.
+- Assets Under Management 6.
+- Net Asset Value 6.
+- Total Asset 6.
+- Total Liabilities 6.
+- Performance 6.
+- Additions and Subscriptions 6.
+- Withdrawals and Redemptions 6.
+- Valuation of Assets 6.
+- Taxes 7. TAXES
+- Tax Matters Partner 7.
+- Tax Treatment of Partners 7.
+- Tax Treatment of Non-Profit Organization 7.
+- Tax Treatment of Foreign Investor 7.
+- Tax Treatment of General Partner 7.
+- Ordinary Income 7.
+- Carried Interest 7.
+- Allocation for Tax Purpose 7.
+- Assignment 8. ASSIGNMENT
+- Further Restrictions on Transfer 8.
+- Substituted Partner 8.
+- Basis Adjustment 8.
+- Admission of Additional Partners 8.
+- Other Restricted Transfers 8.
+- Limited Partner Representations 9. GENERAL
+- Notices 9.
+- Amendments to Limited Partnership Agreement 9.
+- Powers of Attorney 9.
+- Confidentiality 9.
+- Certification of Non-Foreign Status 9.
+- Governing Laws 9.
+- Rule of Construction 9.
+- Entire Agreement 9.
+- Wavier 9.
+- Severability 9.
+- Building Agreement 9.
+- Tense and Gender 9.
+- Captions 9.
+
+
+Counterparts; Execution of Subscription Agreement .............................. 9.
+
+Assignment of Agreement ............................................................. (^) 9.
+Performance Allocations Shall Comply With Applicable Laws and
+Regulations .............................................................................. 9.^
+Changes in Applicable Laws and Regulations ...................................... (^) 9.
+(^)
+(^)
+
+
+#### ARTICLE 1 ORGANIZATION AND PURPOSE
+
+1.1 Formation of Limited Partnership
+The Fund was formed upon the filing of its certificate of limited partnership (the "Certificate of
+Limited Partnership") with the Delaware Secretary of State on MONTH, DAY YEAR. The
+Partners (§ 1.3) agree to continue the Fund (§ 2.1) as a limited partnership subject to the
+Delaware Limited Partnership Act (the "Act"). The General Partner (§ 3.1) is the general partner
+of the Fund. The Limited Partners (§ 4.1) shall be those persons that have agreed or hereafter
+agree to become Limited Partners of the Fund by accepting the terms of the private placement
+memorandum between the Fund and such person (a “Private Placement Memorandum”), by
+executing a subscription agreement (a "Subscription Agreement"), under which the person
+requests, and the General Partner in its sole discretion approves, the person's admission to the
+Fund as a Limited Partner, until such time, if ever, as such a person ceases to be a Limited
+Partner as provided herein.
+
+1.2 Name
+This Delaware Limited Partnership operates under the name of “Unicorn Pairs Fund, LP” (also
+called the “Fund”).
+
+1.3 Partners
+The Partners of the Fund are Unicorn Capital Partners, LLC, the General Partner (§ 3.1) and the
+Limited Partner(s) (§ 4.1).
+
+1.4 Principal Place of Business
+The principal place of business of the Fund shall be 2323 Hurley Mountain Road, Kingston, NY
+12401, or such other place or places as may be approved by the General Partner (§ 3.1). The
+General Partner shall be responsible for maintaining at the Fund's principal place of business
+those records required by the Act to be maintained thereat.
+
+1.5 Registered Agent and Office
+The registered agent and the address of the registered office of the Fund in the State of Delaware
+shall be:
+Harvard Business Service, Inc.
+16192 Coastal Highway,
+Lewes, Delaware 19958,
+USA
+
+1.6 Documents
+The General Partner (§ 3.1), or anyone designated by the General Partner, is hereby authorized to
+execute any amendment to the Certificate of Limited Partnership in accordance with the Act and
+
+
+to cause it to be filed with the Delaware Secretary of State in accordance with the Act. The Fund
+shall promptly execute and duly file, with the proper offices in each state in which the Fund may
+conduct its activities, one or more certificates or similar documents as required by the laws of
+each such state, and shall take any other action necessary so that the Fund may lawfully conduct
+its authorized activities in each such state.
+
+1.7 Fiscal Year
+The Fiscal Year for Unicorn Pairs Fund, LP begins on January 1st and ends December 31st of
+each calendar year.
+
+1.8 Purpose of the Fund
+The Unicorn Pairs Fund, LP is a private offering organized for the purpose of passing through to
+the Limited Partners (§ 4.1) the gains, losses, Taxes (§ 7.0) and Fees (§ 3.3) of trading the Fund’s
+Methodology (§ 5.1).
+
+1.9 SEC Rule 506(c)
+The Unicorn Pairs Fund, LP operates under SEC Rule 506(c). The United States Securities
+Exchange Commission rule 506 of Regulation D is considered a "safe harbor" for the private
+offering exemption of Section 4(a)(2) of the Securities Act. Under Rule 506(c), a company can
+broadly solicit and generally advertise the offering, but still be deemed to be undertaking a
+private offering within Section 4(a)(2) if:
+
+```
+● The investors in the offering are all Accredited Investors (§ 4.2); and
+● The Fund has taken reasonable steps to verify that its investors are accredited investors,
+which could include reviewing documentation, such as W-2s, tax returns, bank and
+brokerage statements, credit reports and the like.
+```
+
+#### ARTICLE 2 THE FUND
+
+2.1 The Fund
+The Fund (LPA, § 2.1) is a Delaware Limited Partnership operating under the name of “Unicorn
+
+Pairs Fund, LP.” The Fund is a pass-through vehicle so all taxes are pass-through (§ 7.1) to the
+
+Partners (§ 1.3).
+
+2.2 Non-Interest-Bearing Account
+Before being invested in the next Main Trade (§ 5.6), funds of the Fund shall be deposited in a
+non-interest-bearing account in banks and/or brokerage firms selected by the General Partner (§
+3 .1) and designated to Unicorn Pairs Fund, LP. Withdrawals from such accounts shall be made
+only by the General Partner or such other parties as may be approved by the General Partner.
+
+2.3 Capital Contributions
+Upon admission to the Fund, each Partner shall make a cash contribution (a "Capital
+Contribution") to the Fund in the amount specified as the "Initial Capital Contribution" in the
+Partner's Subscription Agreement (the Partner's "Initial Capital Contribution"). The minimum
+Initial Capital Contribution of a Limited Partner (§ 4.1) shall be $ 10 ,000, and the minimum
+additional Capital Contribution of a Limited Partner shall be $10,000, subject in each case to the
+discretion of the General Partner (§ 3.1) to establish a higher or lower minimum for any or all
+Limited Partners. Unless otherwise agreed by a Partner and the General Partner, no Partner shall
+have any obligation to make any additional Capital Contribution at any time. Any Capital
+Contribution from a Partner that is not to be invested in the Main Trade (§ 5.6) on the date on
+which it is received by the Fund (or on the next business day) shall be placed by the General
+Partner in a non-interest-bearing holding account for the benefit of the contributing Partner until
+the date on which such Capital Contribution is to be invested in the next Main Trade, and on
+such date the Capital Contribution shall be invested in the Main Trade and credited to the
+contributing Partner's Capital Account (as that term is defined in Section 3.4(a) below). Unless
+otherwise agreed between the contributing Partner and the General Partner in connection with
+such a Capital Contribution, the contributing Partner shall have no right to the return of any
+portion of such Capital Contribution after it has been received by the Fund and prior to its
+investment in the Main Trade.
+
+2.4 Ownership Percentages
+The Capital Accounts (§ 6.4) of each Limited Partner (§ 4.1) represents their equity in the Fund.
+The Ownership Percentage of a Limited Partner is the summation of all Capital Accounts of the
+Limited Partner (§ 6.11) divided by the Net Asset Value (NAV) of the Fund (§ 6.9).
+
+2.5 Termination of the Fund
+
+
+Upon the termination of the Fund, all assets of the Fund will be applied and distributed in
+proportion to the respective Capital Accounts (§ 6.4) of the Partners.
+
+The Fund shall be terminated as rapidly as business circumstances will permit. At the direction
+of the General Partner (§ 3.1) (the "Terminating Partner"), a full accounting of the assets and
+liabilities of the Fund shall be taken and a statement of the Fund Assets and a statement of each
+Partner's Capital Account shall be furnished to all Partners as soon as reasonably practicable.
+The Terminating Partner shall take such action as is necessary so that the Fund's business shall
+be terminated, its liabilities discharged and its assets distributed as hereinafter described. The
+Terminating Partner may sell all of the Fund Assets or distribute the Fund Assets in kind;
+provided, however, that the Terminating Partner shall ascertain the fair market value by appraisal
+or other reasonable means of all Fund Assets remaining unsold and each Partner's Capital
+Account shall be charged or credited, as the case may be, as if such Fund Assets had been sold at
+such fair market value and the income, gains, losses, deductions and credits realized thereby had
+been allocated to the Partners in accordance with Article 6 “Accounting”. A reasonable period of
+time shall be allowed for the orderly termination of the Fund to minimize the normal losses of a
+liquidation process. In the event that the Fund is terminated on a date other than the last day of
+the month, the date of such termination shall be deemed to be the last day of the month for
+purposes of adjusting the Capital Accounts of the Partners pursuant to Section § 6.4.
+
+After the payment of all expenses of liquidation and of all debts and liabilities of the Fund in
+such order or priority as is required by law (including any debts or liabilities to Partners, who
+shall be treated as secured or unsecured creditors, as the case may be, to the extent permitted by
+law, for sums loaned to the Fund, if any, as distinguished from Capital Contributions (§ 2.3) and
+after all resulting items of Fund income, gain, credit, loss, or deduction are credited or debited to
+the Capital Accounts of the Partners, all remaining Fund Assets shall then be distributed among
+the Partners in accordance with the positive balances of their respective Capital Accounts. Upon
+termination, a Partner may not demand and receive cash in return for such Partner's Capital
+Contributions and no Partner shall have any obligation to restore any deficit that may then exist
+in that Partner's Capital Account. Distribution on termination may be made by the distribution to
+each Partner of an undivided interest in any asset of the Fund that has not been sold at the time of
+termination of the Fund.
+
+
+#### ARTICLE 3 GENERAL PARTNER, INVESTMENT MANAGER
+
+3.1 General Partner
+The General Partner of the Fund is a Delaware Limited Liability Company operating under the
+name of “Unicorn Capital Partners, LLC.” As a General Partner, Unicorn Capital Partners, LLC
+is responsible for the management of the Fund and is liable for the partnership obligations and
+administrative costs, as more specifically set forth in Expenses (§ 3.14).
+
+3.2 Affiliates of General Partner
+Affiliates of General Partner (§ 3.1) is defined any members, managers, partners, directors,
+officers, employees, agents or owners of the General Partner (§ 3.1).
+
+3.3 Activity of the General Partner.
+The General Partner (§ 3.1) shall be required to devote such time as it reasonably deems
+necessary for the proper conduct of the Fund's affairs. Neither the General Partner nor Affiliates
+of the General Partner (§ 3.2) shall be obligated to perform any act in connection with the
+business of the Fund not expressly set forth herein. Nothing contained in this shall preclude the
+General Partner or any of its Affiliates from, directly or indirectly, engaging in any other
+business or from purchasing, selling, holding or otherwise dealing with any Securities for, or
+from exercising any other investment responsibility over or providing investment advice to, an
+account of such person, a family member of such person, or any other person or entity. No
+Limited Partner (§ 4.1) shall, by reason of being a Partner, have any right to participate in any
+manner in any profits or income earned by the General Partner or any of its Affiliates from the
+conduct of any business other than the Fund business, or from any transaction in Securities
+effected by the General Partner or any of its Affiliates for any account other than a Fund account.
+
+3.4 Liability of the General Partner
+The General Partner (§ 3.1) nor any Affiliates of the General Partner (§ 3.2) shall be personally
+liable for the return of the Capital Contributions (§ 2.3) of any Partner, and such return shall be
+made solely from available Fund Assets, if any, and each Limited Partner (§ 4.1) hereby waives
+any and all claims it may have against any General Partner or any such Affiliate in such regard.
+
+3.5 General Partner Investments
+The General Partner (§ 3.1) may make investments alongside the Limited Partners (§ 4.1) in the
+Fund in such amounts as it may determine; provided that the General Partner will not be charged
+a Management Fee (§ 3.11) or a Performance Allocation (§ 3.12) with respect to any of its
+Capital Account.
+
+3.6 Investment Manager
+
+
+The Investment Manager is Unicorn Capital Partners, LLC, the General Partner (§ 3.1) of the
+Fund.
+
+3.7 Investment Adviser
+Yue Wang (aka. George Wang) is the Investment Advisor selected by the Investment Manager
+(§ 3.6) to act as the Investment Advisor of Unicorn Pairs Fund, LP. The Investment Adviser shall
+be duly registered under federal or state law during all periods when such registration is required.
+
+The Investment Adviser solely advises the Unicorn Pairs Fund, LP and is exempt from federal
+and state registration. The Investment Adviser is exempt from federal registration under Section
+203(m) of the Investment Advisers Act of 1940 which directs the Securities and Exchange
+Commission to exempt the registration for all investment advisers solely advising private funds
+with an aggregate value of assets which are less than $150 million. The state Investment
+Advisory registration is determined by each state’s investment adviser statute. None of the states
+require registration for Investment Advisors as long as aggregate assets are less than $25 million
+and has no more than 5 clients.
+
+3.8 Authority over the Fund
+Provided that the General Partner (§ 3.1), Unicorn Capital Partners, LLC, has selected the
+Investment Advisor (§ 3.7), George Wang, in good faith, the General Partner shall in no event be
+responsible to the Fund, any Limited Partner (§ 4.1) or any other person for any act or omission
+of the Investment Adviser in carrying out its advisory duties to the Fund.
+
+The General Partner shall act on behalf of and in the name of the Unicorn Pairs Fund, LP and
+without notice to the Limited Partners;
+
+```
+a. open, maintain and close accounts with brokers, which power shall include the authority
+to issue all instructions and authorizations to brokers regarding securities and money
+therein and to pay, or authorize the payment and reimbursement of, brokerage
+commissions;
+b. open, maintain and close bank accounts and authorize the drawing of checks or other
+orders for the payment of monies;
+c. bring or defend, pay, collect, compromise, arbitrate, resort to legal action, or otherwise
+adjust claims or demands of or against the Unicorn Pairs Fund, LP;
+d. deposit, withdraw, invest, pay, retain and distribute the Unicorn Pairs Fund, LP’s funds in
+a manner consistent with the provisions of this Agreement;
+e. engage one or more custodians, attorneys, independent accountants, consultants and any
+other persons that the Investment Manager deems necessary or advisable;
+f. accept or refuse new Subscriptions and/or Additions of capital to the Fund;
+g. terminate the Fund and return its capital to the Limited Partner(s).
+```
+
+The Investment Adviser is solely responsible for any investing decisions of the Fund and shall
+act on behalf of and in the name of the Unicorn Pairs Fund, LP and without notice to the Limited
+Partners;
+
+```
+a. act as Investment Advisor of the Fund and direct the formulation of investment and
+trading policies and strategies for the Fund;
+b. return capital to the Limited Partner(s) in order to rebalance the Assets Under
+Management of the Fund.
+```
+3.9 High Water Mark
+The High Water Mark is the highest Net Asset Value (§ 6.9) obtained at the end of a previous
+Fiscal Year (§ 1.7), which becomes the beginning balance of the following year, after any
+Additions and Subscriptions (§ 6.13) and Withdrawals and Redemptions (§ 6.14). Specifically,
+the High Water Mark is the highest beginning balance among previous fiscal years. The High
+Water Mark is used to determine Performance (§ 6.12) and ensures that the Investment Manager
+(§ 3.6) only charges fees on actual profits. Any losses experienced in one or more prior years
+must be recouped before any additional Management Fees (§ 3.11) and Performance Allocation
+(§ 3.12) (aka. 2/20 fee structure) are charged.
+
+3.10 Graduated 10% Hurdle Rate
+The Graduated 10% Hurdle Rate is a variable scale the Fund (§ 2.1) uses to determine the
+amount of Management Fee (§ 3.11) and Performance Allocation (§ 3.12) to charge to the
+Limited Partners (§ 4.1) based on the Fund’s Performance (§ 6.12).
+
+To determine the Graduated 10% Hurdle Rate the annualized Performance in percentage is
+multiplied by 10.
+
+```
+Graduate 10% Hurdle Rate = 0%lim →10%푃푒푟푓표푟푚푎푛푐푒× 10
+```
+The Graduate 10% Hurdle Rate is only applicable when the Fund’s annualized performance is
+between 0% and 10%. When the annualized performance is below 0%, the Fund does not charge
+Management Fee or Performance Allocation. When the annualized performance is above 10%,
+the Fund charges the full 2% Management Fee and 20% Performance Fee.
+
+3.11 Management Fee
+On the last day of the Fiscal Year (§ 1.7), or on a Withdrawal or Redemption (§ 6.14), the
+Management Fee is based upon the Graduated 10% Hurdle Rate (§ 3.10) which is applied to 2%
+of the current NAV (§ 6.9).
+
+```
+Management Fee = Graduated 10% Hurdle Rate ×2% ×NAVend of the period
+```
+
+```
+During the year, on the last day of the month, Unicorn Capital Partners, LLC will charge the
+Limited Partner (§ 4.1) an annualized 0.5% Management Fee on the Fund’s end of the month Net
+Asset Value (§ 6.9).
+```
+```
+Monthly Management Fee =^012 .5%×NAVend of the month
+```
+```
+On the last day of the Fiscal Year, or on a Withdrawal or Redemption, the Management Fee
+charged and transferred from profits is Management Fee less the Monthly Management Fees
+already charged. If the Management Fee is less than the Monthly Management Fees already
+charged then the General Partner will return the difference.
+```
+```
+Charged Management Fee = Management Fee−Monthly Management Fee
+```
+```
+3.12 Performance Allocation
+Unicorn Capital Partners, LLC will share the profits of the Fund through a Performance
+Allocation at the end of the Fiscal Year (§ 1.7) or upon a Withdrawal (§ 4.4) or Redemption (§
+4.3). The Performance Allocation is determined by the performance (§ 6.12) attributed to the
+Limited Partner (§ 4.1) minus High Water Mark (§ 3.9) and Management Fee (§ 3.11) and
+determined by the Graduated 10% Hurdle Rate (§ 3.10). On the last day of the Fiscal Year (§
+1.7), or on a Withdrawal or Redemption, the Graduated 10% Hurdle Rate (§ 3.10) is applied to
+the annualized Performance of the Limited Partner (§ 6.13) minus the High Water Mark and
+Management Fee. The Performance Allocation charged and transferred is:
+```
+```
+Graduated 10% Hurdle Rate × 20% × (Performance − High Water Mark − Management Fee)
+```
+```
+3.13 Indemnification of Investment Manager
+In the absence of willful misfeasance, bad faith or gross negligence on the part of the Investment
+Manager (§ 3.6), or reckless disregard of its obligations and duties hereunder, the Investment
+Manager shall not be subject to any liability to the Fund or to any member of the Fund, for any
+act or omission in the course of, or connected with, rendering services hereunder.
+```
+```
+The Fund shall, to the fullest extent permitted by law, indemnify and save harmless the
+Investment Manager, its affiliates and any of their respective partners, members, directors,
+officers, employees or shareholders (the “Indemnitees”) from and against any and all claims,
+liabilities, damages, losses, costs and expenses, that are incurred by any Indemnitee and that arise
+out of or in connection with the performance or nonperformance of or by the Indemnitee of any
+of the Investment Manager’s responsibilities hereunder. An Indemnitee shall be entitled to
+indemnification hereunder only if the Indemnitee acted in good faith and in a manner the
+Indemnitee reasonably believed to be in or not opposed to the best interests of the Fund.
+```
+3.14 Expenses
+
+
+The General Partner (§ 3.1) shall be responsible for all expenses relating to its own operations
+(“Partnership Expenses”), excluding fees, costs and expenses directly related to the purchase and
+sale of securities, but including expenses of custodians, counsel and accountants, any insurance,
+indemnity or litigation expenses, all costs of the Partnership’s administration, including
+preparation of its financial statements and reports to Limited Partners (§ 4.1), costs of holding
+any meetings of Partners, and any taxes, fees or other governmental charges levied against the
+Partnership. In addition, the General Partner shall be responsible for all fees and expenses due
+any legal, financial, accounting, consulting, or other advisors or any lenders, investment banks
+and other financing sources in connection with transactions which are not consummated
+(“Broken-Deal Expenses”). At last, the General Partner shall be responsible for all of their day-
+to-day operating expenses, including office overhead and compensation of employees.
+
+```
+In an event, aside from the Fund’s normal operational expenses:
+```
+```
+a. an individual Limited Partner causes any direct out-of-pocket expense incurred by the
+Fund, the individual Limited Partner shall be liable for all out-of-pocket expenses.
+b. an admission of a Substituted Partner (§ 8.3), the individual Limited Partner shall be
+liable for all fees and costs necessary to effect any such transfer and admission.
+```
+3.15 Year End Liquidation
+If the Performance (§ 6.12) of the Fund after Management Fee (§ 3.11) and Performance
+Allocation (§ 3.7) is greater than 20% on November 30th of that Fiscal year (§ 1.7), the
+Investment Manager (§ 3.6) will liquidate all Pairs (§ 5.5) for the month of December.
+
+
+#### ARTICLE 4 LIMITED PARTNER
+
+4.1 Limited Partner
+A Limited Partner does not have any management responsibility or voting rights in the Unicorn
+Pairs Fund, LP. Limited Partners are not personally liable. Limited Partners are only liable to the
+extent of the amount of money that each partner has invested in the Fund. All the gains, losses
+and Taxes (§ 7.1) of the Fund are passed through to the Limited Partners at their respective Pairs
+Participation (§ 6.3) percentages.
+
+The names of all of the Limited Partners and the amounts of their respective contributions to the
+Unicorn Pairs Fund, LP are set forth in the Schedule of Capital Contributions (§ 2.3) and in
+Ownership Percentages (§ 2.4) which shall be maintained confidentially with the records of the
+Fund at the principal place of business of Unicorn Capital Partners, LLC. Each Limited Partner
+shall only have access to records relating to their own Capital Accounts (§ 6.4).
+
+4.2 Accredited Investor
+Pursuant to SEC Rule 506(c) under Regulation D, all Limited Partners (§ 4.1) of the Fund must
+be Accredited Investors. An Accredited Investor is defined to include but is not limited to any
+natural person whose individual net worth, or joint net worth with that person’s spouse, exceeds
+$1 million, excluding the value of their primary residence; or who has an individual income in
+excess of $200,000 in each of the two most recent years or joint income with that person’s
+spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching
+the same income level in the current year. An Accredited Investor can also be any trust,
+institution, endowment plan or business with total assets in excess of $5 million. Refer to
+Securities Exchange Commission for more detailed information and/or current definitions of
+Accredited Investor.
+
+To date, the SEC has released a non-exclusive list of steps that can be taken to prove that
+investors are accredited. These include but are not limited to:
+● Receiving a written confirmation from a registered broker-dealer, SEC-registered
+investment adviser, licensed attorney, or certified public accountant that such entity or
+person has taken reasonable steps to verify the purchaser's accredited status;
+● Reviewing copies of any IRS form that reports the income of the purchaser and obtaining
+a written representation that the purchaser will likely continue to earn the necessary
+income in the current year.
+.
+4.3 Additions and Withdrawals
+Additions and Withdrawals by a Limited Partner (§ 4.1) can be made once a month. Additions
+must be approved by Unicorn Capital Partners, LLC. Additions are deposited in the Fund’s Non-
+Interest-Bearing Account (§ 2.2) until the next Main Trade (§ 5.6). Withdrawal requests must be
+
+
+in writing to Unicorn Capital Partners, LLC and upon receipt will be available within ten (10)
+business days barring any Catastrophic Events (PPM § 2.9). When the Assets Under
+Management (§ 6.8) of the Limited Partner is above $ 10 ,000, the Limited Partner may withdraw
+the difference between that amount and $ 10 ,000. If the amount is below $ 10 ,000, the only
+Withdrawal allowed is a full Redemption (§ 4.4).
+
+4.4 Redemptions
+A Redemption is a Limited Partner’s (§ 4.1) total liquidation of investment in the Unicorn Pairs
+Fund, LP. Upon the receipt of a written request of Redemption from the Limited Partner,
+Unicorn Capital Partners, LLC will liquidate the Limited Partner’s investment in the Fund and
+will transfer the monies, net of Management Fee (§ 3.11) and net of Performance Allocation (§
+3.12), within five (5) business days, barring any Catastrophic Events (PPM § 2.9).
+
+Pursuant to the Investment Act Section 3(c)(1) which excludes from regulation under the Act
+privately offered investment companies with 100 or fewer "beneficial owners", the General
+Partner (§ 3.1) reserves the right, with a 5 business-day notice, to redeem a Limited Partner’s
+interest in the Fund to maintain Accredited Investor (§ 4.2) participation to no more than 100
+investors.
+
+4.5 Reporting
+As soon as practicable after an audit as of the end of the Fiscal Year (§ 1.7) conducted pursuant
+to Independent Accountant (§ 6.2), and in no event later than 120 days after fiscal year-end, the
+Fund will prepare and mail to each Limited Partner (§ 4.1) and, to the extent required, to each
+former Partner (or such Partner's legal representatives) a copy of the audited financial statements
+prepared for the Fund.
+
+```
+a. Within 30 days after the end of each quarter (or at more frequent intervals, in the General
+Partner's discretion), the Fund (or its accountants) shall provide each Partner with a
+written performance summary. The Fund reserves the rights to make interim reports
+available solely in electronic form on the web site of the Fund or its administrator, and
+the Partners hereby agree to accept such electronic delivery in satisfaction of any
+regulatory requirements under any applicable law.
+```
+```
+b. Each Partner shall have the right at all reasonable times during normal business hours to
+audit, examine and make copies of or extracts from the books of account of the Fund
+upon 10 business days' notice to the General Partner (§ 3.1). Such right may be exercised
+through any agent or employee of such Partner designated by him or it or by an
+independent certified public accountant designated by such Partner. Each Partner shall
+bear all expenses incurred in any examination made on behalf of such Partner.
+Notwithstanding any other provision of this Agreement, however, no Limited Partner or
+```
+
+```
+the Limited Partner's representative shall at any time have the right to any information
+regarding specific Securities held in the Fund's portfolio.
+```
+```
+c. Unless prohibited by law or regulation, the General Partner may deliver any report
+required to be delivered to a Limited Partner by electronic mail addressed to the most
+recent email address provided by the Limited Partner to the General Partner for the
+purpose of communications on Fund matters.
+```
+4.6 Privacy Policy
+Any and all nonpublic personal information received by the Unicorn Pairs Fund, LP and/or
+Unicorn Capital Partners, LLC in the course of business with respect to the Limited Partners (§
+4.1) including the information provided to the Fund by a Limited Partner in the subscription
+documents, shall not be shared with nonaffiliated third parties. Affiliated third parties such as
+service providers include but are not limited to the administrator, the auditors, the brokers and
+the legal advisors of the Fund. Notwithstanding the foregoing, the Fund and/or the Investment
+Manager (§ 3.6) may disclose such nonpublic personal information as required by law. Such
+policy shall also apply to former Limited Partners.
+
+While the Fund and its representatives will use their best reasonable efforts to keep confidential
+information the Limited Partner provides to the Fund, (i) there may be circumstances in which a
+law or regulation relating to combating terrorism or money laundering may require the release of
+such information to law enforcement or regulatory officials; (ii) the Fund may present such
+information to regulatory bodies or other parties as may be appropriate to establish the
+availability of exemptions from certain securities and similar laws, or the compliance of the Fund
+and/or the Investment Manager with applicable laws; and (iii) the Fund may disclose such
+information relating to the Limited Partner’s investment in the Fund when required by judicial
+process, to the extent permitted under privacy laws or to the extent the Fund considers the
+information relevant to any issue in any lawsuit or similar proceeding to which the Fund is a
+party or by which it is or may be bound. If the Limited Partner has instructed the Fund to send
+duplicate reports to third parties pursuant to this Agreement, the Limited Partner may revoke this
+instruction at any time by sending a written notice to the Fund indicating that a previously
+authorized third party is no longer authorized to receive the Limited Partner’s reports.
+
+4.7 Benefits of Agreement
+Nothing in this Agreement is intended or shall be construed to give to any creditor of the Fund or
+of any Partner (§ 1.3) or of any other person or entity whatsoever, other than the Partners and the
+Fund, any legal or equitable right, remedy or claim under this Agreement, all provisions of which
+are for the exclusive benefit of the Partners and the Fund.
+
+4.8 Distribution
+
+
+Except for withdrawal distributions, the General Partner (LPA, § 3.1) does not expect to make
+distributions to the Partners. It nevertheless may do so at any time, in any amount, in cash or in
+kind, in proportion to the Limited Partners' Capital Accounts (§ 6.4) at the time of the
+distribution.
+
+
+#### ARTICLE 5 METHODOLOGY
+
+5.1 Methodology
+All trades made by Unicorn Pairs Fund, LP range from a few days to a few months. The Fund
+does not participate in day trading or high-frequency trading and rarely will find the need to be in
+a trade for one day. All trades are quantified by the Proprietary Approach (§ 5.2) and the
+Investment Advisor (§ 3.7) determines which trades to initiate. Once a Trade is initiated, the
+Proprietary Approach (§ 5.2) determines the Counter Trades (§ 5.7) for reducing the pairs’ (§
+5.5) exposure to the market, the Risk Management (§ 5.3) for exits and the Money Management
+(§ 5.4) for the size of each trade.
+
+5.2 Proprietary Approach
+The Proprietary Approach employs a proprietary pairing coefficient to pair bullish and bearish
+stocks across different industries and sectors. This approach neutralizes the Fund’s (§ 2.1)
+exposure to the market, and profits from the price discrepancy between the two securities, also
+known as the pair or spread.
+
+5.3 Risk Management
+Risk Management is meant to both protect profits and mitigate losses. Each trade has a unique
+stop-loss determined by the mathematics of the Proprietary Approach (§ 5.2). The stop-loss price
+is meant to risk no more than 2% of the Net Asset Value of the Fund (§ 6.9) on each Pair (§ 5.5),
+barring any Catastrophic Events (PPM § 2.9).
+
+5.4 Money Management
+Money Management determines the quantity of Instruments (§ 5.9) needed for each Pair (§ 5.5)
+to risk no more than 2% of the Net Asset Value (§ 6.9). The net effect of Money Management is
+that it maximizes the Net Asset Value on an absolute dollar basis when the Fund is appreciating,
+while limiting risk when the Fund is depreciating.
+
+5.5 Pairs
+Given the funding requirements of the Instruments (§ 5.9) used for trading the Fund’s
+Methodology (§ 5.1), the Fund (§ 2.1) rarely has more than five Pairs open at any one time. Each
+Pair rarely risks more than 2% of the Net Asset Value of the Fund (§ 6.9). Profits are protected
+by Counter Trades (§ 5.7) which reduce the risk and funding requirements of the Main Trade (§
+5.6) and provide an opportunity for an Extra Trade (§ 5.8).
+
+5.6 Main Trades
+A Main Trade is identified by the Proprietary Approach (§ 5.2) and is initiated by the Investment
+Advisor (§ 3.7). Once in a Main Trade, the only exit from the trade is determined by Risk
+Management (§ 5.3), the Investment Advisor’s decision to replace it with a more advantageous
+
+
+trade or through partial Withdrawals and/or Redemptions (§ 6.14). During a Main Trade, there
+are times when the market provides an opportunity for a Counter Trade (§ 5.7). This situation
+allows the Fund to take some profits and temporarily free up capital that can be used for an Extra
+Trade (§ 5.8).
+
+5.7 Counter Trades
+A Counter Trade is created subsequent to and counter to an existing Main Trade (§ 5.6). It is
+used to protect profits in the Main Trade and free up capital. Any new money received via
+Additions and Subscriptions (§ 6.13) does not participate in a Counter Trade if not already in the
+Main Trade.
+
+5.8 Extra Trades
+An Extra Trade is created when the capital is freed-up by a Counter Trade (§ 5.7) and invested in
+a new Pair (§ 5.5). An Extra Trade follows the Proprietary Approach (§ 5.2) as to entry points,
+Risk Management (§ 5.3) and Money Management (§ 5.4). Any new money received via
+Additions and Subscriptions (§ 6.13) does not participate in an Extra Trade if not already in the
+Main Trade (§ 5.6).
+
+5.9 Instruments
+The Instruments used for trading the Methodology (§ 5.1) are limited to liquid markets that are
+traded in the U.S stock exchanges. The Fund (§ 2.1) trades US mega and large cap. stocks and
+American Depositary Receipts (ADRs).
+
+
+#### ARTICLE 6 ACCOUNTING
+
+6.1 Accounting
+The Accounting practice of the Fund (§ 2.1) is based on (“FIFO”) first in, first out accounting
+method and Pairs Participation (§ 6.3). The Fund’s accounting optimizes Limited Partner’s (§
+4.1) return on investments by not diluting the ownership of existing Pairs (§ 5.5) with Additions
+and Subscriptions (§ 6.13). All Additions and Subscriptions are deposited in the Fund’s Non-
+Interest-Bearing Account (§ 2.2) until the next Main Trade (§ 5.6).
+
+6.2 Independent Accountants
+The books and records of the Fund shall be audited as of the end of each fiscal year of the Fund
+by an independent accounting firm selected by the General Partner (§ 3.1). If the Fund's first
+fiscal year is less than a full twelve months, and the Fund is not otherwise required by law or
+regulation to prepare audited financial statements for the short year, the Fund may postpone its
+first audit until the end of the following fiscal year, in which case the audit shall also cover the
+short first fiscal year of the Fund.
+
+6.3 Pairs Participation
+Pairs Participation is used to express percentage ownership of the Limited Partner’s (§ 4.1)
+interest in the Fund and is maintained in the Capital Accounts (§ 6.4). The Pairs Participation
+percentage for each of the Limited Partner’s is the balance of their Capital Accounts at the time
+of the Main Trade (§ 5.6) divided by the Assets Under Management (§ 6.8) of the Fund. The
+Pairs Participation of a Limited Partner (§ 4.1) for a Counter Trade (§ 5.7) and an Extra Trade (§
+5.8) is dependent on participation in a specific Main Trade. The distinction arises because a Main
+Trade employs all available capital in the Non-Interest-Bearing Account (§ 2.2) but a Counter
+Trade (§ 5.7) and an Extra Trade only employs the capital already participating in a Main Trade.
+
+6.4 Capital Accounts
+For bookkeeping purposes, Capital Accounts are kept for the Fund and for the partners. There
+are two classes of Capital Accounts for both the Fund and the partners; a Yearly Capital Account
+(§ 6.5) and an Annualized Capital Account (§ 6.6). The bookkeeping of the Capital Accounts of
+shall be kept and maintained at all times at the principal place of business of the Fund or at such
+other place or places approved by the General Partner. The Capital Accounts shall be maintained
+according to Generally Accepted Accounting Principles (“GAAP”), consistently applied, except
+as may be expressly provided elsewhere in this Agreement, and shall show all items of income
+and expense.
+
+6.5 Yearly Capital Account
+On the first day of a new Fiscal Year (§ 1.7) all of the Yearly and Annualized Capital Accounts
+(§ 6.6) from the prior Fiscal Year are combined into a new Yearly Capital Account. The
+
+
+beginning balance of the new Yearly Capital Account will be the closing balances of all the
+Capital Accounts on the last day of the prior Fiscal Year, less all the Management Fees (§ 3.11)
+and Performance Allocation (§ 3.12).
+
+Withdrawals and Redemptions (§ 6.14) affect the balance of the Yearly Capital Accounts. To
+accurately charge Management Fees and Performance Allocation on Withdrawals and
+Redemptions, a new Annualized Capital Account is created to record such transaction and the
+Yearly Capital Account is debited.
+
+6.6 Annualized Capital Account
+An Annualized Capital Account is created in the month in which Additions and Subscriptions (§
+6.13) or Withdrawals and Redemptions (§ 6.14) are made. For Additions and Subscriptions, the
+Annualized Capital Account begins in the month it was created. For Withdrawals and
+Redemptions, the account begins either the first day of the Fiscal Year, if it is debited from the
+Yearly Capital Account (§ 6.5), or the first day of the month of the earliest Annualized Capital
+Account if no Yearly Capital Account exists which is consistent with the “First In, First Out”
+(FIFO) accounting method.
+
+In the case of Additions and Subscriptions, the beginning balance of the Annualized Capital
+Account is equal to the Additions and Subscriptions made that month. To accurately account for
+Performance (§ 6.12) in the case of Withdrawals and Redemptions, the beginning balance of the
+Annualized Capital Account is the Withdrawal and Redemption divided by NAV (§ 6.9) of the
+debited account and the ending balance is the Withdrawal and Redemption.
+
+6.7 Regulatory Assets Under Management
+Regulatory Assets under Management (“RAUM”) of the Fund is the summation of all “ending
+balances” of the Capital Accounts (§ 6.4) of that Fiscal Year (§ 4.1) plus all capital in the Fund’s
+Non-Interest-Bearing Account (§ 2.2).
+
+6.8 Assets Under Management
+Assets under Management (“AUM”) of the Fund is the summation of all “ending balances” of
+the Capital Accounts (§ 6.4) of that Fiscal Year (§ 1.8) plus all capital in the Fund’s Non-
+Interest-Bearing Account (§ 2.2).
+
+6.9 Net Asset Value
+The Securities and Exchange Commission (“SEC”) defines Net Asset Value (“NAV”) as the
+difference between a fund’s Total Assets (§ 6.10) and Total Liabilities (§ 6.11). As the Fund
+manages dividend income and obligations (PPM, § 1.12) separately, the Fund’s NAV equals
+Total Assets minus dividend surplus, which is Assets under Management (“AUM”) (§ 6.8). As
+the AUM of the Fund is equivalent to Regulatory Assets under Management (“RAUM”) (§ 6.7),
+the Fund’s NAV also equals RAUM.
+
+
+6.10 Total Assets
+The Total Assets of the Fund is the summation of all “ending balances” of the Capital Accounts
+(§ 6.4), which is the current market value of the Fund’s total holdings. The market value is
+determined by the closing price of the traded instrument (§ 5.9) on that specific market
+exchange.
+
+6.11 Total Liabilities
+The General Partner (§ 3.1) shall be responsible for all Expenses (§ 3.14) relating to the
+operation of the Fund, excluding trading commissions and cost of borrowing shares of stocks to
+sell short (PPM, § 2.20).
+
+Dividend Income and Obligation (PPM, § 1. 12 ) of the Fund (§ 2.1) are not passed onto Limited
+Partners (§ 4.1). The Fund uses the dividend income to fulfill dividend obligation incurred
+through Short Sales (PPM, §2.20). When the dividend income exceeds dividend obligation, a
+dividend surplus, after fulfilling dividend obligation, remaining dividend income will be reserved
+within the Fund (§ 2.1) to fulfill the following quarter(s)’ dividend obligation. When the
+dividend obligation exceeds dividend income, a dividend deficit, the Fund liquidates some of the
+Pairs (§ 5. 5 ) to fulfill its dividend obligation.
+
+In an event, aside from the Fund’s normal operations, an individual Limited Partner (§ 4.1)
+causes any direct out-of-pocket expense incurred by the Tax Matters Partner (§ 7.2), the
+individual Limited Partner shall be liable for all out-of-pocket expenses.
+
+6.12 Performance
+Performance is determined for each Capital Account.
+
+The Performance for the Yearly Capital Account (§ 6.5) is the ending balance divided by the
+High Water Mark (§ 3.9) minus one, represented as a percentage:
+
+# Performance % = HighEnding Water^ Balance Mark – 1
+
+The Performance for the Annualized Capital Account (§ 6.6) is the ending balance divided by the
+High Water Mark (§ 3.9) minus one and divided by the annualization ratio, represented as a
+percentage:
+
+```
+Performance % =
+Ending Balance
+High Water Mark^ –^1
+```
+```
+Annualization Ratio = Number 12 of^ Months
+```
+```
+Annualized Performance% = AnnualizationPerformance Ratio^ %
+```
+
+The Fund’s Performance is determined by the Fund’s Yearly Capital Account.
+
+Partner Performance is determined by the summation of Performance of all the partner’s capital
+accounts weighted by size:
+
+Capital Account Weighting (“CAW”) = (^) 푆푢푚푚푎푡푖표푛푆푖푧푒^ 표푓 표푓^ 퐶푎푝푖푡푎푙 퐴푙푙 퐶푎푝푖푡푎푙^ 퐴푐푐표푢푛푡 퐴푐푐표푢푛푡푠
+Partner’s Total Performance% =
+(퐶퐴푊×푌푒푎푟푙푦 퐶푎푝푖푡푎푙 퐴푐푐표푢푛푡 푃푒푟푓표푟푚푎푛푐푒%)
++(퐶퐴푊×퐴푛푛푢푎푙푖푧푒푑 퐶푎푝푖푡푎푙 퐴푐푐표푢푛푡 1 푃푒푟푓표푟푚푎푛푐푒%)
++ (퐶퐴푊 퐴푛푛푢푎푙푖푧푒푑 퐶푎푝푖푡푎푙 퐴푐푐표푢푛푡 2 푃푒푟푓표푟푚푎푛푐푒%)
++ (퐶퐴푊 퐴푛푛푢푎푙푖푧푒푑 퐶푎푝푖푡푎푙 퐴푐푐표푢푛푡 3 푃푒푟푓표푟푚푎푛푐푒%)+⋯
++ (퐶퐴푊 ×퐴푛푛푢푎푙푖푧푒푑 퐶푎푝푖푡푎푙 퐴푐푐표푢푛푡푛푃푒푟푓표푟푚푎푛푐푒%)
+6.13 Additions and Subscriptions
+Additions and Subscriptions are deposited in the Fund’s Non-Interest-Bearing Account (§ 2.2)
+and remain unused until the next Main Trade (§ 5.6). For bookkeeping purposes, any Additions
+and Subscriptions are added to the Capital Accounts (§ 6.4) and become part of the Assets Under
+Management (§ 6.8) of the Fund. For accounting purposes, Additions and Subscriptions are
+assumed to be made on the first day of the month.
+6.14 Withdrawals and Redemptions
+Withdrawals and Redemptions are transferred from the Unicorn Pairs Fund, LP accounts to the
+partner’s account. For bookkeeping purposes Withdrawals and Redemptions are debited from
+Capital Accounts (§ 6.4) and from the Assets Under Management (§ 6.8) of the Fund.
+Withdrawals and Redemptions for accounting purposes are assumed to be made on the last day
+of the month.
+6.15 Valuation of Assets
+The value of Fund assets shall be determined in accordance with FASB Accounting Standards
+Codification Topic (ASC) 820, "Fair Value Measurements and Disclosures" ("FASB ASC 820-
+10"), as in effect on the date of this Agreement. As used below, however, "FASB ASC 820-10"
+shall refer instead to any superseding, supplementing or amending Statement of Financial
+Accounting Standards intended by its adopters to apply to the valuation of assets in lieu of or in
+addition to the current version of FASB ASC 820- 10 – provided that the General Partner (§ 3.1)
+has determined, in its good faith discretion, that it is in the best interests of the Fund that such
+superseding, supplementing or amending Statement thereafter be followed in valuing Fund
+assets. To the extent that U.S. generally accepted accounting principles, consistently applied
+("GAAP") are consistent with FASB ASC 820-10, GAAP shall also be applied in valuing Fund
+
+
+assets, as shall the valuation standards summarized below to the extent those standards are not
+inconsistent with FASB ASC 820-10 or GAAP.
+
+Securities that are listed on a securities exchange (including such Securities when traded in the
+after-hours market) shall be valued at their last sale prices on the date of determination on the
+largest securities exchange on which such securities shall have traded on such date. Securities
+that are not listed on an exchange but are traded over-the-counter shall be valued at
+representative "bid" quotations if held long by the Fund and representative "asked" quotations if
+held short by the Fund on the date of determination. Non-U.S. Securities shall be valued at the
+last sale price in the principal market where they are traded. Notwithstanding the preceding
+paragraph, futures contracts shall be valued at the most recent "settlement price" set by the
+exchange on which such contracts are traded.
+
+All values assigned to Securities and other assets by the General Partner shall be final and
+conclusive as to all of the Partners. Notwithstanding the preceding portions of this section, the
+General Partner shall be entitled to rely in good faith on valuations provided to the Fund by
+prime brokers (if any), other brokers, banks and other custodians with respect to assets held by
+such parties on behalf of the Fund.
+
+
+#### ARTICLE 7 TAXES
+
+7.1 Taxes
+The Fund is a pass-through vehicle so all taxes are pass-through to the Partners (§ 1.3). All of the
+Fund’s gains and losses are considered short-term and are taxed as Ordinary Income (§ 7.7). The
+Fund separately and directly files with the Internal Revenue Service (“IRS”) its profits and/or
+losses on information return (Form 1065) which attaches a Schedule K-1 detailing each Partner’s
+share of the Fund’s profits and/or losses.
+
+7.2 Tax Matters Partner
+The General Partner (§ 3.1) shall act as the "Tax Matters Partner" for income tax purposes. The
+Tax Matters Partner shall mean the Partner (a) designated as the "tax matters partner" within the
+meaning of Section 6231(a)(7) of the Internal Revenue Code of 1986 from time to time (or any
+corresponding provision of succeeding law, collectively the "Code"); and (b) whose
+responsibilities which normally include, where appropriate, commencing on behalf of the Fund
+certain judicial proceedings regarding Fund income tax items and informing all Partners of any
+administrative or judicial proceeding involving income taxes. In exercising its responsibilities as
+Tax Matters Partner, the General Partner shall have final authority in all income tax decisions
+involving the Fund. In an event, aside from the Fund’s normal operations, an individual Limited
+Partner (§ 4.1) causes any direct out-of-pocket expense incurred by the Tax Matters Partner, the
+individual Limited Partner shall be liable for all out-of-pocket expenses.
+
+7.3 Tax Treatment of Partners
+The Fund, as an entity, will not be subject to U.S. federal income tax. A Partner (§ 1.3) is
+responsible for the taxes on their share of the Funds gains and losses and reports these taxes on
+their individual income tax return. A copy of the Fund’s IRS Form 1065 Schedule K-1 is
+provided to each individual Limited Partner (§ 4.1) for their records. The Limited Partner’s
+profits and/or losses are considered ordinary income (§ 7.7) for federal tax reporting purposes.
+Ordinary income is treated differently at the state and local level. Each Partner must check with
+their Tax advisor to determine state and local taxes on ordinary income.
+
+Moreover, a Limited Partner may be exempt under the Code and/or applicable state and local tax
+regulations. Notwithstanding the aforementioned and representations afterwards regarding
+individual ordinary income for tax reporting purposes and/or exemptions, which do not
+constitute legal or tax advice, every Limited Partner should seek independent specialized
+guidance from their Tax advisor to determine any tax liability and/or reporting obligation(s).
+
+7.4 Tax Treatment of Non-Profit Organization
+An exempt organization is not taxed on its income from an activity substantially related to the
+charitable, educational, or other purpose that is the basis for the organization's exemption. Such
+
+
+income is exempt even if the activity is a trade or business. However, if an exempt organization
+regularly carries on a trade or business not substantially related to its exempt purpose, except that
+it provides funds to carry out that purpose, the organization is subject to tax on its income from
+that unrelated trade or business. Please refer to IRS Publication 598, “Tax on Unrelated Business
+Income of Exempt Organizations”. [http://www.irs.gov/pub/irs-pdf/p598.pdf](http://www.irs.gov/pub/irs-pdf/p598.pdf)
+
+Notwithstanding the aforementioned paragraph, which does not constitute legal or tax advice,
+any Limited Partner (§ 4.1) should seek independent specialized guidance from their tax advisor
+to determine any tax liability and/or reporting obligations even if classified as a Non-Profit
+Organization.
+
+7.5 Tax Treatment of Foreign Investor
+The rules governing the United States federal income taxation of nonresident alien individuals,
+foreign corporations, foreign partnerships and other foreign Limited Partners (collectively,
+"Foreign Limited Partners") are complex and include special rules relating to foreign
+investments in United States. Prospective Foreign Limited Partners should consult with their
+own tax advisors to determine the impact of United States federal, state and local income and
+other tax laws with regards to an investment in the Fund, including any reporting requirements.
+
+7.6 Tax Treatment of General Partner
+The General Partner’s (§ 3.1) “monthly” Management Fee (§ 3.11) are taxed as Ordinary Income
+(§ 7.7). The income/loss from ownership in the Fund is considered short-term gains/losses and is
+taxed as Ordinary Income. The annual allocation of the Fund’s profits to the General Partner is
+considered Carried Interest (§ 7.8) and is taxed when sold. If the General Partner sells any of the
+ownership held for less than a year, it is taxed as Ordinary Income otherwise taxed as long-term
+capital gains.
+
+7.7 Ordinary Income
+The Methodology (§ 5.1) followed by the Fund results in asset holding periods of less than one
+year. The holding period begins the day the asset is bought and extends up to and including the
+day the asset is sold. Profits earned on an asset held less than one year are considered short term
+capital gains for tax purposes and are taxed at the same rate as ordinary income.
+
+7.8 Carried Interest
+The Carried Interest is the share of the Funds profits allocated to the General Partner (§ 3.1). On
+the last day of the Fiscal Year (§ 1.8), the General Partner collects Management Fees (§ 3.11)
+and Performance Allocation (§ 3.12) in a form of transferring the ownership of the Fund to the
+General Partner. If the General Partner sells any of the ownership, it is taxed as ordinary income
+(§ 7.7) if held for less than a year but taxed as long-term capital gains if held over a year. All
+profits made from Carried Interest are considered short term capital gains and are taxed as
+ordinary income.
+
+
+7.9 Allocations for Tax Purposes
+a. All Allocations for Tax Purpose are short-term and considered ordinary income.
+
+```
+b. Net realized and unrealized appreciation or depreciation in the value of Fund assets will
+be allocated at the end of each Accounting Period (generally, the last day of each month)
+in proportion to the relative values of the Partners' Capital Accounts as of the beginning
+of the Accounting Period.
+```
+```
+c. For each Fiscal Year (§ 1.7), items of income, deduction, gain, loss, or credit shall be
+allocated for income tax purposes among the Partners (§ 1.3) in such manner as to reflect
+equitably amounts credited or debited to each Partner's Capital Account for the current
+and prior fiscal years (or relevant portions thereof). Allocations under this Section § 7.9
+shall be made pursuant to the principles of Section 704(b) of the Code, and in conformity
+with Treasury Regulations §§ 1.704-1 (b)(2)(iv)(f) and 1.704-1 (b)(4)(i) promulgated
+thereunder, or the successor provisions to such Section and Treasury Regulations.
+```
+```
+d. If the Code or Treasury Regulations require a withholding or other adjustment to the
+Capital Account of a Partner or some other interim year event occurs necessitating in the
+General Partner's judgment an equitable adjustment, the General Partner shall make such
+adjustments in the determination and allocation among the Partners of Net Capital
+Appreciation, Net Capital Depreciation, Capital Accounts, Fund Percentages,
+Performance Allocation, Management Fee, items of income, deduction, gain, loss, credit
+or withholding for tax purposes, or accounting procedures or such other financial or tax
+items as shall equitably take into account such interim year event and applicable
+provisions of law, and such adjustments in the determinations and allocations by the
+General Partner shall be final and conclusive as to all Partners.
+```
+
+#### ARTICLE 8 ASSIGNMENT
+
+8.1 Assignment
+Except as specifically provided in this Article 8, no Limited Partner (§ 4.1) may sell, transfer,
+assign, mortgage, hypothecate or otherwise encumber or permit or suffer any encumbrance of all
+or any part of such Limited Partner's interest in the Fund (§ 2.1) or upon death unless prior
+written consent is obtained from the General Partner (§ 3.1), which may be granted or withheld
+in the General Partner's sole discretion. Any attempt so to transfer or encumber any such interest
+shall be null and void ab initio. The Partners will be excused from accepting the performance of
+and rendering performance to any person other than the Partner hereunder (including any trustee
+or assignee of or for such Partner) as to whom such prior written consent has been rendered.
+
+8.2 Further Restrictions on Transfer
+In the event of any transfer permitted under this Article,
+
+```
+a. the interest so transferred shall remain subject to all terms and provisions of this
+Agreement; the assignee or transferee shall be deemed, by accepting the interest so
+transferred, to have assumed all the obligations hereunder relating to the interests or
+rights so transferred and shall agree in writing to the foregoing if requested by the
+General Partner (§ 3.1). Until such transferee or assignee (other than an existing Partner)
+is admitted to the Fund as a Substituted Partner (§ 8.3), the Partner or the Partner’s estate
+transferring all or any portion of his or its interest to such assignee or transferee shall
+remain primarily and directly liable for the performance of all his or its obligations under
+the Agreement. After the admission of such assignee or transferee as a Substituted
+Partner, such transferor Partner shall be primarily and directly liable under this
+Agreement or otherwise only for any obligations or liabilities accruing prior to the
+effective time of the admission of such Substituted Partner, unless such transferor Partner
+is released in writing from such obligations or liabilities by the General Partner.
+b. Any Partner (§ 1.3) making or offering to make a transfer of all or any part of his or its
+interest in the Fund shall indemnify and hold harmless the Fund and all other Partners
+from and against any costs, damages, claims, suits or fees suffered or incurred by the
+Fund or any such other Partner arising out of or resulting from any claims by the
+transferee of such Fund interest or any offerees of such Fund interest in connection with
+such transfer or offer.
+```
+8.3 Substituted Partner
+An assignee or transferee (other than an existing Partner) of the interest of a Partner (§ 1.3) may
+be admitted as a substitute partner ("Substituted Partner"), at any time, only with the written
+consent of the General Partner (§ 3.1), which such consent may be granted or denied in the sole
+discretion of the General Partner. Unless the assignee is already a General Partner, any assignee
+
+
+of a Fund interest to whose admission such consent is given shall become and shall have only the
+rights and duties of a Limited Partner (§ 4.1) and the assigned Fund interest shall thereafter be a
+Limited Partner's interest. Upon the receipt by the General Partner of an appropriate supplement
+to the Agreement pursuant to which such Substituted Partner agrees to be bound by this
+Agreement, the General Partner shall reflect the admission of a Substituted Partner and the
+withdrawal of the transferring Partner, if appropriate, by preparing a supplemental Exhibit, dated
+as of the date of such admission and withdrawal, and by filing it with the records of the Fund.
+Any Substituted Partner shall, if required by the General Partner prior to such admission, also
+execute any other documents requested by the General Partner, including, without limitation, a
+Subscription Agreement and an irrevocable power of attorney in form satisfactory to the General
+Partner appointing the General Partner as such person's attorney-in-fact with full power to
+execute, swear to, acknowledge and file all certificates and other instruments (§ 5.9) necessary to
+carry out the provisions of this Agreement, including, without limitation, such undertakings as
+the General Partner may require for the payment of all fees and costs necessary to effect any
+such transfer and admission. Upon admission, such Substituted Partner shall be subject to all
+provisions of the Agreement in the place and stead of his assignor as if the Substituted Partner
+originally was a party to this Agreement.
+
+8.4 Basis Adjustment
+The basis of partnership property shall not be adjusted as the result of a transfer of an interest in
+the Fund by sale or exchange or on the death of a partner unless the election provided by section
+754 of the Code and the Treasury Regulations is in effect with respect to such partnership or
+unless the partnership has a substantial built-in loss immediately after such transfer. The Tax
+Matters Partner (§ 7.2) may cause, in its sole and absolute discretion, the Fund to elect pursuant
+to Section 754 of the Code and the Treasury Regulations thereunder to adjust the basis of the
+Fund Assets as provided by Sections 743 or 734 of the Code and the Treasury Regulations
+thereunder; provided, that the basis of Fund Assets shall in all cases be adjusted as required by
+the Code or regulations thereunder whether or not such an election under Section 754 is then in
+effect.
+
+8.5 Admission of Additional Partners
+a. The General Partner (§ 3.1) may admit a new Limited Partner (§ 4.1) to the Fund
+at any time. Each such new Limited Partner, by accepting the terms of the Private
+Placement Memorandum, and executing the Subscription Agreement, pursuant to
+which such new Limited Partner agrees to be bound by this Agreement and satisfy
+any other requirements set by the General Partner.
+b. Upon satisfaction of the conditions stated in Section § 8.5(a), the General Partner
+shall reflect the admission of the new Limited Partner and deposit the new money
+in a Non-Interest Bearing Account (§ 2.2). The admission of a new Limited
+Partner shall not cause the dissolution of the Fund. Upon the admission of a new
+
+
+```
+Limited Partner pursuant to Section § 8.5(a), a new Capital Account (§ 4.1) shall
+begin as set forth in Section VI.
+```
+8.6 Other Restricted Transfers
+Notwithstanding any other provision herein to the contrary, unless prior written consent is given
+by the General Partner (§ 3.1), no transfer of any interest in the Fund may be made to any person
+who is related (within the meaning of Treasury Regulations Section 1.752-4(b)) to any lender of
+the Fund whose loan constitutes a nonrecourse liability of the Fund.
+
+
+#### ARTICLE 9 GENERAL
+
+9.1 Limited Partner Representations
+All representations, warranties and covenants of a Limited Partner (§ 4.1) set forth in the
+Subscription Agreement pursuant to which the Limited Partner was admitted to the Fund shall be
+deemed incorporated herein by reference, as if fully set forth herein, and shall remain in effect
+for so long as the Limited Partner shall remain a Limited Partner, subject to provisions in the
+Limited Partner's Subscription Agreement permitting and requiring the Limited Partner to correct
+certain representations or warranties which become inaccurate because of changes occurring
+after the effective date of such representations and warranties.
+
+9.2 Notices
+a. All notices, demands or requests provided for or permitted to be given pursuant to this
+Agreement must be in writing.
+
+```
+b. All notices, demands and requests to be sent to a Limited Partner (§ 4.1), any successor(s)
+to the interest of a Partner (§ 1.3) or any Substituted Partner (§ 8.3) pursuant to this
+Agreement shall be deemed to have been properly given or served if: (i) personally
+delivered, (ii) deposited prepaid for next day delivery by a nationally recognized
+overnight courier, addressed to such Partner, (iii) deposited in the United States mail,
+addressed to such Partner, prepaid and registered or certified with return receipt
+requested, (iv) electronically mailed (emailed) to the Partner at the email address
+provided by the Partner to the Fund or the sender for the purpose of receiving
+communications in connection with the Fund; or (v) transmitted via telecopier or other
+similar device to the attention of such Partner.
+```
+```
+c. All notices, demands and requests so given shall be deemed received: (i) when personally
+delivered, (ii) 24 hours after being deposited for next day delivery with an overnight
+courier, (iii) 48 hours after being deposited in the United States mail, or (iv) 12 hours
+after being telecopied, emailed or otherwise transmitted so long as receipt has been
+confirmed. In the case of a notice given by email, a sufficient confirmation shall be
+deemed to have been given if the sender receives a reply email which incorporates the
+emailed notice or otherwise clearly indicates that the emailed notice was received.
+```
+```
+d. The Partners and any Substituted Partners shall have the right from time to time, and at
+any time during the term of this Agreement, to change their respective addresses and each
+shall have the right to specify as such person's address any other address by giving to the
+other parties at least 30 days' written notice thereof, in the manner prescribed in Section §
+9.2(b); provided however, that to be effective, any such notice must be actually received
+(as evidenced by a return receipt).
+```
+
+9.3 Amendments to Limited Partnership Agreement
+The General Partner may amend the Limited Partnership Agreement or any Exhibits to
+make a change that is necessary or desirable or to satisfy any requirements, regulations or
+guidelines contained in any opinion, directive, order, statute, ruling or regulation of any federal,
+state or foreign governmental entity, so long as such change is made in a manner which
+minimizes any adverse effect on the Limited Partners. In addition, the General Partner may adopt
+any other amendment to this Agreement, without the consent of the Limited Partners, provided
+that
+a. each Limited Partner receives at least 30 days' prior written notice of the amendment and
+
+```
+b. each Limited Partner is permitted to withdraw all or part of such Partner's Capital
+Account, without any penalty, prior to the effective date of the amendment.
+```
+9.4 Powers of Attorney
+Each Limited Partner (§ 4.1) hereby constitutes and appoints the General Partner (§ 3.1), with
+full power of substitution, as such Limited Partner's true and lawful attorney-in-fact and
+empowers and authorizes such attorney, in the name, place and stead of such Limited Partner, to
+make, execute, sign, swear to, acknowledge and file in all necessary or appropriate places all
+documents (and all amendments or supplements to or restatements of such documents
+necessitated by valid amendments to or actions permitted under this Agreement) relating to the
+Fund and its activities, including, without limitation: (a) this Agreement and any amendments
+hereto approved as provided in this Agreement, (b) the Certificate of Limited Partnership and
+any amendments thereto, under the laws of the State of Delaware or in any other state or other
+jurisdiction, U.S. or foreign, in which such filing is deemed advisable by such General Partner,
+(c) any applications, forms, certificates, reports or other documents or amendments thereto which
+may be requested or required by any federal, state, local or foreign governmental agency,
+securities exchange, securities association, self-regulatory organization or similar institution and
+which are deemed necessary or advisable by such General Partner, (d) any other instrument
+which may be required to be filed or recorded in any state or county or by any governmental
+agency, or which such General Partner deems advisable to file or record, including, without
+limitation, certificates of assumed name and documents to qualify foreign limited partnerships in
+other jurisdictions, (e) any documents which may be required to effect the continuation of the
+Fund, the admission of new Limited Partners or Substituted Partners (§ 8.3), the withdrawal of
+any Partner or the dissolution and termination of the Fund, (f) making certain elections contained
+in the Code or state law governing taxation of limited partnerships, and (g) performing any and
+all other ministerial duties or functions necessary for the conduct of the business of the Fund.
+Each Limited Partner hereby ratifies, confirms and adopts, as his own, all actions that may be
+taken by such attorney-in-fact pursuant to this Section § 9.4. Each Limited Partner acknowledges
+that this Agreement permits certain amendments to be made and certain other actions to be taken
+or omitted to be taken by less than all of the Partners if approved in accordance with the
+
+
+provisions hereof. By a Limited Partner's execution hereof, such Limited Partner also grants the
+General Partner a power of attorney to execute any and all documents necessary to reflect any
+action that is approved in accordance with the provisions hereof. This power of attorney is
+coupled with an interest and shall continue notwithstanding the subsequent incapacity or death of
+the Limited Partner. Each Limited Partner shall execute and deliver to the General Partner an
+executed and appropriately notarized power of attorney in such form consistent with this Section
+§ 9.4 as the General Partner may request.
+
+9.5 Confidentiality
+a. Each Limited Partner (§ 9.4) acknowledges that, during the period of such Limited
+Partner's investment in the Fund, such Limited Partner may have access to confidential
+and proprietary information of the Fund, including, but not limited to, information
+regarding investment and trading strategies and investments made and Pairs (§ 5.5) held
+by the Fund (but see Section 9.5(d)).
+
+```
+b. During the period of a Limited Partner's investment in the Fund or at any time thereafter,
+confidential information of the Fund may not be used in any way by such Limited Partner
+or former Limited Partner for such Limited Partner's own private or commercial purposes
+(other than in connection with such Limited Partner's evaluation of the Fund) or, directly
+or indirectly, disclosed to or discussed with any other person or entity, except those
+owners, directors, officers, employees, accountants, attorneys or agents of the Limited
+Partner whose access to such information is reasonably necessary for such Limited
+Partner's operations and who are bound by similar obligations as to non-disclosure of
+confidential information, or except as required by law.
+```
+```
+c. Each Limited Partner acknowledges and agrees that the Fund and the General Partner (§
+3.1) may be harmed irreparably by a violation of this Section § 9.5 and that the Fund and
+the General Partner shall be entitled to injunctive relief, to enforcement of this Section §
+9.5 by specific performance and to damages in the event of any such breach. Each
+Limited Partner agrees to waive any requirement for the securing or posting of any bond
+in connection with such remedy.
+```
+```
+d. Notwithstanding the preceding portions of this Section § 9.5 or any other provision of
+this Agreement, each Limited Partner acknowledges that the past, present and future Pairs
+(§ 5.5) of the Fund, and the investment strategies of the General Partner, are proprietary
+information of the General Partner and will not be disclosed to any Limited Partner at any
+time except as the General Partner may choose, or as may be required by law. The
+General Partner's election to disclose any of such information to one or more Limited
+Partners or other persons shall not obligate the General Partner to disclose the same or
+other information to any other Limited Partner or other person. The General Partner's
+```
+
+```
+election to disclose any of such information on one or more occasions shall not obligate
+the General Partner to disclose the same or other information on any other occasion.
+```
+9.6 Certification of Non-Foreign Status
+Each Limited Partner (§ 4.1) or transferee of an interest in the Fund shall certify in the
+Subscription whether he or she is a "United States Person" within the meaning of Section
+7701(a)(30) of the Code on forms to be provided by the Fund, and shall notify the Fund within
+30 days of any change in such Limited Partner's status.
+
+## Governing Laws 9.
+
+This agreement and the rights and obligations of the partners hereunder shall be interpreted,
+construed and enforced in accordance with the laws of the state of Delaware. Notwithstanding
+the preceding sentence, nothing in this agreement shall limit the applicability of the investment
+advisers act of 1940 or regulations thereunder (at any time when the investment manager is
+registered or required to be registered as an investment adviser with the securities and exchange
+commission) or the applicability of the analogous investment adviser laws of any state and
+regulations thereunder (at any time when the investment manager is registered or required to be
+registered as an investment adviser with such state) to the extent that such laws apply to the
+construction or interpretation of investment advisory agreements.
+
+## Rule of Construction 9.
+
+The general rule of construction for interpreting a contract, which provides that the provisions of
+a contract should be construed against the party preparing the contract, is waived by the parties.
+Each party acknowledges that he or it was represented by separate legal counsel in this matter
+who participated in the preparation of this Agreement or he or it had the opportunity to retain
+counsel to participate in the preparation of this Agreement but chose not to do so.
+
+## Entire Agreement 9.
+
+This Agreement, including all exhibits to this Agreement and, if any, exhibits to such exhibits,
+contains the entire agreement among the parties relative to the matters contained in this
+Agreement.
+
+9.10 Waiver
+No consent or waiver, express or implied, by any Partner (§ 1.3) to or for any breach or default
+by any other Partner in the performance by such other Partner of his or its obligations under this
+Agreement shall be deemed to be a consent or waiver to or of any other breach or default in the
+performance by such other Partner of the same or any other obligations of such other Partner
+under this Agreement. Failure on the part of any Partner to complain of any act or failure to act
+of any of the other Partners or to declare any of the other Partners in default, regardless of how
+long such failure continues, shall not constitute a waiver by such Partner of his or its rights
+hereunder.
+
+
+## Severability 9.
+
+If any provision of this Agreement or the application thereof to any person or circumstance shall
+be invalid or unenforceable to any extent, the remainder of this Agreement and the application of
+such provisions to other persons or circumstances shall not be affected thereby, and the intent of
+this Agreement shall be enforced to the greatest extent permitted by law.
+
+9 .12 Binding Agreement
+Subject to the restrictions on transfers and encumbrances set forth in this Agreement, this
+Agreement shall inure to the benefit of and be binding upon the undersigned Partners and their
+respective legal representatives, successors and assigns. Whenever, in this Agreement, a
+reference to any party or Partner (§ 1.3) is made, such reference shall be deemed to include a
+reference to the legal representatives, successors and assigns of such party or Partner.
+
+## Tense and Gender 9.
+
+Unless the context clearly indicates otherwise, the singular shall include the plural and vice
+versa. Whenever the masculine, feminine, or neuter gender is used incorrectly in this Agreement,
+this Agreement shall be read as if the appropriate gender was used.
+
+## Captions 9.
+
+Captions are included solely for convenience of reference and, if there is any conflict between
+captions and the text of this Agreement, the text shall control.
+
+9.15 Counterparts; Execution of Subscription Agreement
+This Agreement may be executed in multiple counterparts, each of which shall be deemed an
+original for all purposes and all of which when taken together shall constitute a single
+counterpart instrument. This Agreement may also be executed, with equal effect, by the
+execution of a Subscription Agreement, in one or multiple counterparts, each of which shall be
+deemed an original for all purposes and all of which when taken together shall constitute a single
+counterpart instrument, in such form as the General Partner (§ 3.1) may approve from time to
+time, by the General Partner on behalf of the Fund and by a subscriber for limited partner
+interests in the Fund (a "Subscriber"), provided that such Subscription Agreement expressly
+refers to this Agreement and provides that it is being executed for the purpose of admitting the
+Subscriber as a Limited Partner of the Fund on the terms and conditions of the Limited
+Partnership Agreement of the Fund. Executed signature pages to any such counterpart may be
+detached and affixed to a single counterpart, which single counterpart with multiple executed
+signature pages affixed thereto shall constitute the original counterpart instrument. All of these
+counterpart pages shall be read as though they are one and they shall have the same force and
+effect as if all of the parties had executed a single signature page.
+
+9.16 Assignment of Agreement
+
+
+Notwithstanding any other provision of this Agreement, the General Partner (§ 3.1) shall not take
+any action that would constitute an "assignment" of this Agreement within the meaning of such
+term under any law or regulation that applies to the General Partner in its status as Investment
+Manager to the Fund and that would restrict or impose conditions upon such an assignment,
+unless the General Partner has first complied with all of such restrictions and/or conditions, and
+no such assignment shall be effective absent such compliance. If any such applicable law or
+regulation requires that consent to such an assignment be given by the other party to the contract
+being assigned, such consent shall be effective only if given by a Majority in Interest of the
+Limited Partners. Such a consent by a Limited Partner (§ 4.1) shall be effective if given in any
+manner then authorized under this Agreement. Without limiting the preceding sentence, a
+Limited Partner shall be deemed to have consented to such an assignment if the General Partner
+has given a written notice to the Limited Partner that (1) identifies the proposed assignee and
+describes the proposed assignment in reasonable detail; (2) asks that the Limited Partner consent
+to the assignment; (3) specifies a deadline by which the Limited Partner may give or withhold
+such consent (which deadline shall not be less than 15 days after the date of such notice to the
+Limited Partner); and (4) states that the Limited Partner shall be deemed to have consented to the
+assignment unless the Limited Partner has given express written notice to the General Partner by
+such deadline that the Limited Partner withholds consent – unless the Limited Partner shall have
+given such express written notice of non-consent by the specified deadline.
+
+9.17 Performance Allocations Shall Comply With Applicable Laws and Regulations
+Notwithstanding any other provision of this Agreement, in no event will a Performance
+Allocation (§ 3.12) be made from a Limited Partner's Capital Account, or any other form of
+performance based compensation be charged to a Limited Partner (§ 4.1), except in compliance
+with all applicable requirements of the Securities and Exchange Commission, state agencies and
+other regulatory authorities (including self-regulatory organizations) having jurisdiction over the
+General Partner (§ 3.1), Investment Manager (§ 3.6).
+
+9.18 Changes in Applicable Laws and Regulations
+The Fund must comply with a wide variety of laws and regulations as defined in Regulatory
+Matters (§ 9.1). If any of these laws or regulations change or if new laws or regulations
+applicable to the Fund should come into force, the Fund may experience an adverse consequence
+and may even be required to cease its operations and to liquidate. Such events may negatively
+impact the value of Partner’s NAV. Even without new legislation, the Internal Revenue Service,
+SEC, and other governmental agencies might issue new regulations, possibly with retroactive
+effect, which could result in adverse consequences to the Fund and its investors.
+
+
+IN WITNESS WHEREOF, this Agreement is in effect as of the date first stated on the first
+page hereof.
+
+```
+GENERAL PARTNER
+Unicorn Capital Partners, LLC
+```
+```
+By: /s/_____________________
+Name: Peter Del Rio
+Managing Member
+```
+
diff --git a/subscription-agreement.md b/subscription-agreement.md
new file mode 100644
index 0000000..fb5cf82
--- /dev/null
+++ b/subscription-agreement.md
@@ -0,0 +1,1713 @@
+# Investor Subscription Agreement
+
+# UNICORN PAIRS FUND, LP
+
+## Delaware Limited Partnership
+
+#### UNICORN CAPITAL PARTNERS, LLC
+
+```
+General Partner, Investment Manager
+```
+```
+January 1, 2017
+```
+
+#### DISCLAIMER
+
+#### THE LIMITED PARTNERSHIP INTERESTS OF UNICORN PAIRS FUND, LP (THE
+
+#### "FUND") HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
+
+#### "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE. THE FUND IS NOT
+
+#### REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940 OR THE
+
+SECURITIES LAWS OF ANY STATE. _(See PPM “Exemptions” § 9.1 & § 9.2)_
+
+THE FUND OPERATES PURSUANT TO SEC RULE 506(c) OF REGULATION D WHICH
+PROVIDES EXEMPTIVE RELIEF TO BROADLY SOLICIT AND GENERALLY
+ADVERTISE THE OFFERING BUT STILL BE DEEMED TO BE UNDERTAKING A
+PRIVATE OFFERING. _(See PPM “Exemptions” § 9.3)_
+
+THESE SECURITIES MAY NOT BE TRANSFERRED EXCEPT AS PERMITTED UNDER
+THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO
+REGISTRATION THEREUNDER OR EXEMPTION THEREFROM, AND MAY NOT BE
+TRANSFERRED EXCEPT IN ACCORDANCE WITH THE LIMITED PARTNERSHIP
+AGREEMENT. _(See PPM “Assignment” § 8.1)_
+
+AN INVESTMENT IN THE FUND INVOLVES A SIGNIFICANT RISK OF LOSS.
+_(See PPM “Certain Risk Factors” Article II)_
+
+THE DELIVERY OF OFFERING DOCUMENTS SHALL NOT CONSTITUTE AN OFFER
+TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, INTERESTS IN THE FUND
+IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
+AUTHORIZED OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
+OFFER OR SOLICITATION.
+
+THIS MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
+SOLICITATION OF AN OFFER TO BUY, TO ANY PERSON WHO HAS NOT EXECUTED
+AND RETURNED A SUBSCRIPTION AGREEMENT IN FORM AND SUBSTANCE
+SATISFACTORY TO THE GENERAL PARTNER, AND WHOSE PURCHASER
+REPRESENTATIVE, IF ANY, HAS NOT COMPLETED AND RETURNED A PURCHASER
+REPRESENTATIVE QUESTIONNAIRE IN FORM AND SUBSTANCE SATISFACTORY
+TO THE GENERAL PARTNER. THIS OFFERING IS MADE ONLY TO A LIMITED
+NUMBER OF ACCREDITED INVESTORS, AS THAT TERM IS DEFINED IN
+REGULATION D UNDER THE ACT.
+
+NEITHER THE SECURITIES AND EXCHANGE COMMISSION ("SEC") NOR ANY STATE
+SECURITIES COMMISSION HAS PASSED UPON THE MERITS OF PARTICIPATING IN
+
+
+#### THE FUND, NOR HAS ANY COMMISSION PASSED UPON THE ADEQUACY OR
+
+#### ACCURACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY
+
+#### IS A CRIMINAL OFFENSE.
+
+#### PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS
+
+#### MEMORANDUM AS INVESTMENT, TAX OR LEGAL ADVICE. THIS MEMORANDUM
+
+#### AND THE OTHER DOCUMENTS DELIVERED IN CONNECTION HEREWITH SHOULD
+
+#### BE REVIEWED BY EACH PROSPECTIVE INVESTOR OR SUCH INVESTOR'S
+
+#### PURCHASER REPRESENTATIVE, IF ANY, AND SUCH INVESTOR'S FINANCIAL, TAX
+
+#### OR LEGAL COUNSEL.
+
+#### THE INFORMATION CONTAINED HEREIN IS ACCURATE ONLY AS OF THE DATE OF
+
+#### THIS MEMORANDUM. THE INFORMATION IS SUBJECT TO CHANGE AT ANY TIME.
+
+#### ADDITIONAL INFORMATION IS AVAILABLE FROM UNICORN CAPITAL PARTNERS,
+
+#### LLC, WHOSE ADDRESS AND TELEPHONE NUMBER IS SET FORTH IN THE
+
+#### DIRECTORY.
+
+#### THE OFFERING IS MADE BY DELIVERY OF A COPY OF THIS MEMORANDUM TO
+
+#### THE PERSON WHOSE NAME APPEARS HEREON AND MEETS THE SUITABILITY
+
+#### INVESTOR QUALIFICATION STANDARDS (PPM, §3.1) SET FORTH IN THIS
+
+#### MEMORANDUM.
+
+#### ACCORDINGLY, IF YOU PURCHASE AN INTEREST, YOU WILL BE REQUIRED TO -
+
+#### REPRESENT AND WARRANT THAT YOU HAVE READ THIS MEMORANDUM AND
+
+#### ARE AWARE OF AND CAN AFFORD THE RISKS OF AN INVESTMENT IN THE FUND.
+
+#### YOU WILL ALSO BE REQUIRED TO REPRESENT THAT YOU ARE ACQUIRING THE
+
+#### INTEREST FOR YOUR OWN ACCOUNT, FOR INVESTMENT PURPOSES ONLY, AND
+
+#### NOT WITH ANY INTENTION TO RESELL OR TRANSFER ALL OR ANY PART OF THE
+
+#### INTEREST. THIS INVESTMENT IS SUITABLE FOR YOU ONLY IF YOU HAVE
+
+#### ADEQUATE MEANS OF PROVIDING FOR YOUR CURRENT AND FUTURE NEEDS
+
+#### AND CAN AFFORD TO LOSE THE ENTIRE AMOUNT OF YOUR INVESTMENT.
+
+#### ALTHOUGH THIS MEMORANDUM CONTAINS SUMMARIES OF CERTAIN TERMS OF
+
+#### CERTAIN DOCUMENTS, YOU SHOULD REFER TO THE ACTUAL DOCUMENTS
+
+#### (COPIES OF WHICH ARE ATTACHED HERETO OR ARE AVAILABLE FROM THE
+
+#### GENERAL PARTNER) FOR COMPLETE INFORMATION CONCERNING THE RIGHTS
+
+#### AND OBLIGATIONS OF THE PARTIES THERETO. ALL SUCH SUMMARIES ARE
+
+#### QUALIFIED IN THEIR ENTIRETY BY THE TERMS OF THE ACTUAL DOCUMENTS. NO
+
+#### PERSON HAS BEEN AUTHORIZED TO MAKE ANY REPRESENTATIONS OR FURNISH
+
+#### ANY INFORMATION WITH RESPECT TO THE FUND OR THE INTERESTS, OTHER
+
+
+#### THAN THE REPRESENTATIONS AND INFORMATION SET FORTH IN THIS
+
+#### MEMORANDUM OR OTHER DOCUMENTS OR INFORMATION FURNISHED BY THE
+
+#### GENERAL PARTNER UPON REQUEST, AS DESCRIBED ABOVE.
+
+#### NO RULINGS HAVE BEEN SOUGHT FROM THE INTERNAL REVENUE SERVICE
+
+#### ("IRS") WITH RESPECT TO ANY TAX MATTERS DISCUSSED IN THIS
+
+#### MEMORANDUM. YOU ARE CAUTIONED THAT THE VIEWS CONTAINED HEREIN
+
+#### ARE SUBJECT TO MATERIAL QUALIFICATIONS AND SUBJECT TO POSSIBLE
+
+#### CHANGES IN REGULATIONS BY THE IRS OR BY CONGRESS IN EXISTING TAX
+
+#### STATUTES OR IN THE INTERPRETATION OF EXISTING STATUTES AND
+
+#### REGULATIONS.
+
+#### EXCEPT WHERE OTHERWISE INDICATED, THIS MEMORANDUM SPEAKS AS OF
+
+#### THE DATE HEREOF. NEITHER THE DELIVERY OF THE MEMORANDUM NOR ANY
+
+#### SALE OF THE SECURITIES DESCRIBED HEREIN SHALL, UNDER ANY
+
+#### CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO
+
+#### CHANGE IN THE AFFAIRS OF THE FUND OR THE GENERAL PARTNER SINCE THE
+
+#### DATE HEREOF.
+
+
+### Instruction To Subscription Agreement
+
+A person who desires to invest (“Investor”) in Unicorn Pairs Fund, LP (the “Fund”) should:
+
+```
+A. Review the attached Subscription Agreement, along with the Fund's Limited Partnership
+Agreement (“LPA”) and Private Placement Memorandum (“PPM”) identified on the
+signature page (page 42), and consult as necessary with Investor’s advisors.
+```
+```
+B. Answer the questionnaires incorporated into the Subscription Agreement. The
+questionnaires begin on page 1 2 (see table of contents on next page). Note to existing
+Investor making an additional capital contribution: If Investor is already a limited
+partner of the Fund and is now making an additional capital contribution, Investor needs
+to supply the requested information only to the extent that Investor’s previous answers
+have changed. See the top portion of the signature page (page 42) for details.
+```
+```
+C. Fill in all requested information on the signature page (page 42), and sign and date that
+page. Also complete, date and sign the Form W- 9 attached to the Subscription Agreement
+(following the signature page). By doing so, Investor will offer to make a cash capital
+contribution to the Fund in the amount specified on the signature page, on the
+“Subscription Date” to be specified on that page. Unicorn Capital Partners, LLC (the
+“General Partner”) will specify the Subscription Date when it countersigns the signature
+page to accept the subscription.
+```
+```
+D. For your records, keep copies of the completed Subscription Agreement and Form W-9,
+and of the Fund’s Limited Partnership Agreement and Private Placement Memorandum
+(including Exhibits).
+```
+```
+E. Send the executed originals of the entire Subscription Agreement and the Form W-9 (by
+mail, and by email as well if possible) to the Fund's subscription administrator at the
+following address:
+```
+```
+Unicorn Capital Partners, LLC
+2323 Hurley Mountain Road
+Kingston, NY 12401
+```
+```
+peter.delrio@unicornfunds.com
+Telephone: (917)- 902 - 0148
+```
+
+Acceptance of Subscription
+If the General Partner accepts Investor’s offer, a counter-signed copy of the Subscription
+Agreement will be delivered to Investor to confirm acceptance. The General Partner has the right
+to decline any offer.
+
+Payment
+Payment in U.S. currency, by wire-transfer, will be required at least three business days before
+the Subscription Date. Once the Investor is notified that the Investor's subscription has been
+accepted, the amount of Investor's investment should be transferred to the Fund's custodial
+subscription account (and not to the General Partner) according to the following wiring
+instructions. If the financial institution is located outside the United States, please contact us for
+wiring instructions.
+
+WIRING INSTRUCTIONS:
+
+TD BANK NATIONAL ASSOCIATION
+4240 ALBANY POST RD
+HYDE PARK
+NY 12538 US
+Wire Transfer Routing Number: 026013673
+
+For credit to:
+
+UNICORN PAIRS FUND LP
+Account Number: 4326140417
+
+Other information to be provided with payment: Indicate name of Investor, ABA routing
+number and Investor's bank account number).
+
+
+## TABLE OF CONTENTS TO QUESTIONNAIRES
+
+```
+Title Page
+Instruction To Subscription Agreement
+SECTION
+```
+(^) Page
+Basic Investor Information........................................................................ 12
+Contact Information................................................................................ (^14)
+Authorized Investor Representatives and Investor Account Information................... (^16)
+United States Person Status........................................................................ (^18)
+Investor Identity Verification..................................................................... (^20)
+Education, Employment, Experience and Investment Objectives.......................... 22
+Questions to Determine Whether Investor Must Have Purchaser Representative....... (^25)
+Anti-Money-Laundering Provisions.............................................................. (^27)
+Accredited Investor Status......................................................................... (^31)
+Questions to Determine Whether Investor is a Covered Person Under Rule 506........ (^34)
+Private Investment Companies.................................................................. 36
+Benefit Plan Investor Status...................................................................... (^39)
+Subscription Agreement Signature Page....................................................... (^42)
+Notary Acknowledgement....................................................................... (^44)
+The "Investor" identified on the signature page of this Subscription Agreement ("Investor"), and
+Unicorn Pairs Fund, LP (the "Fund"), whose sole general partner is Unicorn Capital Partners,
+LLC (the "General Partner, Investment Manager"), hereby agree as set forth in this Agreement.
+This Agreement is also made for the benefit of the person identified as the "Investment Adviser"
+in the Private Placement Memorandum of the Fund bearing the date specified on the signature
+page of this Agreement (the "Private Placement Memorandum").
+
+#### SECTION 1
+
+Investor desires to become a Limited Partner (LPA § 4.1) of the Fund, or to make an additional
+capital contribution if Investor is already a limited partner of the Fund, in either case as of the
+"Subscription Date" to be specified by the General Partner on the signature page of this
+Agreement when the General Partner executes this Agreement on behalf of the Fund. In
+accordance with the terms of the Limited Partnership Agreement identified on the signature page
+of this Agreement (the "Limited Partnership Agreement"), Investor will make a cash capital
+contribution to the Fund in the amount specified as the "Capital Contribution" on the signature
+page of this Agreement. The Fund agrees to admit Investor as a Limited Partner of the Fund, or
+
+
+to accept an additional capital contribution from Investor if Investor is already a Limited Partner
+of the Fund, on the Subscription Date, subject to all terms and conditions of the Limited
+Partnership Agreement.
+
+SECTION 2
+Investor represents, warrants, acknowledges and agrees that:
+
+```
+A. Investor (with the assistance of Investor's Purchaser Representative, if one has been
+designated on page 2 5 of this Agreement (Investor's "Purchaser Representative") is
+making this investment decision based solely on the facts and terms set forth in this
+Agreement, the Private Placement Memorandum and the Limited Partnership Agreement,
+including the risk factors described in the Private Placement Memorandum. Investor has
+received copies of all such documents. Neither the General Partner, nor any person acting
+or purporting to act on its behalf, has made any representations of any kind to induce
+Investor to enter into this Agreement except as specifically set forth in such documents.
+```
+```
+B. Investor recognizes that an investment in the Fund involves certain risks, including
+those described in the Private Placement Memorandum. Investor (or Investor's
+Purchaser Representative) has carefully reviewed the disclosures of risks
+throughout the Private Placement Memorandum, especially those explained in the
+section entitled "Certain Risk Factors."
+```
+```
+C. Investor (or Investor's Purchaser Representative, if any) has such knowledge and
+experience in financial and business matters that the person can evaluate the merits and
+risks of an investment in the Fund, and Investor can bear the economic risk of a complete
+loss of Investor's investment in the Fund.
+```
+```
+D. Investor will be acquiring an ownership interest in the Fund for investment, for Investor's
+own account, not for the interest of any other person and not for distribution or resale to
+others. THE INVESTOR UNDERSTANDS THAT THE FUND'S OWNERSHIP
+INTERESTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
+1933 (THE "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF ANY
+STATE OR OTHER JURISDICTION, AND THE INVESTOR AGREES THAT
+INVESTOR'S INTEREST IN THE FUND MAY NOT BE SOLD, TRANSFERRED, OR
+OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EXEMPTION FROM
+REGISTRATION UNDER THE SECURITIES ACT AND UNDER THE SECURITIES
+LAWS OF ANY STATE OR OTHER JURISDICTION WHOSE LAWS MAY APPLY
+TO SUCH PROPOSED TRANSFER. Investor will not assign Investor's ownership
+interest in the Fund or any beneficial interest therein, in whole or in part, to any other
+person, nor will Investor be entitled to substitute any other person for Investor as a
+```
+
+```
+Limited Partner of the Fund, except on the restrictive terms and conditions stated in the
+Limited Partnership Agreement.
+```
+```
+E. Investor (or Investor's Purchaser Representative, if any) has carefully reviewed the
+provisions in the Private Placement Memorandum relating to certain conflicts of interest
+that will or may arise between the Fund, the General Partner and the Investment
+Manager, or affiliates thereof. Notwithstanding such conflicts, Investor consents to any
+transactions that may be entered into between any such persons in connection with the
+Fund's business, provided that the transaction complies with any applicable terms and
+conditions stated in the Limited Partnership Agreement. Investor's consent shall not
+relieve any person from any fiduciary duty that the person may have to Investor.
+```
+```
+F. Investor (or Investor's Purchaser Representative) has carefully reviewed the provisions, if
+any, in the Private Placement Memorandum relating to the brokerage arrangements of the
+Fund. Investor consents to the Fund engaging in such arrangements.
+```
+```
+G. Investor has provided Investor's correct Social Security or other taxpayer identification
+number where requested in this Agreement (or Investor has applied, and is waiting, for
+such a number to be issued and will promptly report it to the Fund when received).
+Investor is not subject to backup withholding. Investor acknowledges that its failure to
+provide the Fund a correct Social Security number or other taxpayer identification
+number could subject Investor to United States withholding tax on a portion of Investor's
+distributive share of the Fund's income.
+```
+#### SECTION 3
+
+If Investor is a corporation, partnership, trust or other entity, the person executing this
+Agreement on behalf of Investor represents and warrants by doing so that he or she has authority
+under Investor's governing instruments to bind Investor to this Agreement and the Limited
+Partnership Agreement, and that Investor has authority under its governing instruments to invest
+in the Fund pursuant to this Agreement and the Limited Partnership Agreement. Investor's
+execution of this Agreement shall constitute Investor's agreement to the Limited Partnership
+Agreement fully as if Investor were presently also executing a counterpart signature page of the
+Limited Partnership Agreement.
+
+SECTION 4
+Any representation made hereunder shall be deemed to be reaffirmed by Investor at any time
+Investor makes an additional capital contribution to the Fund (whether or not Investor executes
+an additional copy of this Agreement in connection with such additional capital contribution, as
+contemplated on the signature page of this Agreement). The act of making the additional
+contribution shall be conclusive evidence of such reaffirmation, except to the extent that Investor
+may expressly change, in writing, such a representation and warranty at the time of the additional
+
+
+capital contribution. If any of the statements, representations or warranties made herein
+shall hereafter become untrue or inaccurate, Investor shall promptly notify the Fund in
+writing, specifically referring to this Agreement and to the specific statements,
+representations or warranties involved, and providing detail sufficient for the General
+Partner to understand and confirm the change(s) described in the notice.
+
+SECTION 5
+If Investor is a pension plan, individual retirement account ("IRA") or other tax-exempt entity,
+Investor is aware that it may be subject to Federal income tax, and possibly to certain state
+income taxes, on any unrelated business taxable income from its investment in the Fund, to the
+extent, if any, that the Fund engages in certain forms of leveraged transactions, margin
+borrowing or other borrowing.
+
+SECTION 6
+This Subscription Agreement necessarily requests private personal information from Investor.
+The Fund and its representatives will obtain additional information about Investor, such as
+account balances and amounts and dates of additional capital contributions and redemptions. The
+Fund and its representatives do not disclose this information to third parties, other than service
+providers who must obtain access to the information to permit the Fund and the Investment
+Manager to conduct their affairs (for example, auditors, accountants, prime brokers, attorneys
+and other consultants). The Fund and the Investment Manager restrict access to such information
+internally to those personnel who need the information in order to conduct the Fund's and the
+Investment Manager's business. The Fund and the Investment Manager obtain contractual
+assurances from third-party service providers where the Fund and/or the Investment Manager
+consider it necessary or otherwise appropriate to do so, and maintain physical and procedural
+safeguards to provide reasonable protection for the confidentiality of nonpublic personal
+information about Limited Partners. While the Fund and its representatives will use their best
+reasonable efforts to keep confidential Investor's investment in the Fund and the information
+Investor provides to the Fund, (i) there may be circumstances in which a law or regulation
+relating to combating terrorism or money laundering may require the release of such information
+to law enforcement or regulatory officials; (ii) the Fund may present such information to
+regulatory bodies or other parties as may be appropriate to establish the availability of
+exemptions from certain securities and similar laws, or the compliance of the Fund and/or the
+Investment Manager with applicable laws; and (iii) the Fund may disclose such information
+relating to Investor's investment in the Fund when required by judicial process, to the extent
+permitted under privacy laws or to the extent the Fund considers the information relevant to any
+issue in any lawsuit or similar proceeding to which the Fund is a party or by which it is or may
+be bound. If Investor has instructed the Fund to send duplicate reports to third parties pursuant to
+this Agreement, Investor may revoke this instruction at any time by sending a written notice to
+the Fund indicating that a previously authorized third party is no longer authorized to receive
+Investor's reports.
+
+
+#### SECTION 7
+
+Investor recognizes that the Fund operates, or may hereafter operate, in such a way that the
+number of the Fund's beneficial owners is restricted by certain laws, and that, in determining the
+number of beneficial holders, the Fund may have to count separately, as beneficial owners of the
+Fund, the beneficial owners of Investor if Investor is an entity and it owns 10% or more of the
+Fund's ownership interests. Accordingly, if Investor is an entity, it agrees to take whatever action
+is requested by the General Partner at any time, including but not limited to a partial withdrawal
+of Investor's interest in the Fund, to ensure that Investor owns less than 10% of the Fund's
+ownership interests. Investor agrees further to provide the Fund, upon request from the General
+Partner at any time, such information as the General Partner may reasonably request to determine
+whether any or all beneficial owners of Investor are required to be counted separately from
+Investor as beneficial owners of the Fund for the purpose of determining the Fund's compliance
+with the above-described laws. Nothing in this section is intended to limit any other right the
+General Partner may have to require at any time the partial or complete withdrawal of Investor
+from the Fund.
+
+SECTION 8
+Investor shall indemnify the Fund, the General Partner and the Investment Manager, and their
+respective affiliates, directors, officers, employees, agents, attorneys and other representatives,
+from and against any and all losses, claims, damages, expenses and liabilities relating to or
+arising out of any breach of any representation, warranty or covenant made by or on behalf of
+Investor in this Subscription Agreement (including its questionnaires) or in any other document
+furnished by Investor to the Fund in connection with Investor's investment in the Fund.
+
+SECTION 9
+Disputes arising under this Agreement shall be governed by the law that applies to disputes
+arising under the Limited Partnership Agreement. Notices given under this Agreement shall be
+governed by the provisions applicable to notices given under the Limited Partnership Agreement.
+This Agreement may be signed in counterparts, all of which taken together shall constitute one
+and the same Agreement. This Agreement shall benefit and bind each of the parties hereto, and
+the parties' heirs and legal representatives. This Agreement, and the Limited Partnership
+Agreement it incorporates by references herein, constitute the entire agreement on the subject
+matter hereof between the Fund and Investor, and supersede any prior or contemporaneous
+agreements, arrangements, understandings or representations, whether written or oral, regarding
+such subject matter. This Agreement may be amended, and any or all of its provisions may be
+waived, whether for one instance or (only if so specified) both for a present instance and all
+future instances, only upon the written consent of both parties, or, in the case of such a waiver,
+upon the written consent of the party who agrees to waive enforcement of the provision. If any
+provision of this Agreement, or its application to any person or circumstance, is held invalid or
+unenforceable, the remainder of this Agreement, or the application of the provision to persons or
+
+
+circumstances other than those as to which it is held invalid or unenforceable, shall not be
+affected thereby.
+
+SECTION 10
+Investor shall provide the General Partner and the Fund with any information, representations,
+certificates or forms relating to Investor (or Investor's direct or indirect owners or account
+holders) that are requested from time to time by the General Partner in order for (i) the Fund; (ii)
+any entity in which the Fund holds (directly or indirectly) an interest (whether in the form of debt
+or equity); (iii) any member of any “expanded affiliated group” (as defined in section 1471(e)(2)
+of the Internal Revenue Code (the "Code")) of which any person described in clause (i) or (ii) is
+a member; or (iv) the General Partner or any of its affiliates, to (A) enter into, maintain or
+comply with the agreement contemplated by section 1471(b) of the Code; (B) satisfy any
+requirement imposed under sections 1471 through 1474 of the Code in order to avoid any
+withholding required under sections 1471 through 1474 of the Code (including any withholding
+upon any payments to Investor); (C) comply with any reporting or withholding requirements
+under sections 1471 through 1474 of the Code or (D) comply with any fiscal or regulatory
+legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into
+in connection with sections 1471 through 1474 of the Code. Investor shall take such additional
+actions as the General Partner may request in good faith in connection with the foregoing. If
+Investor fails to provide any of the information, representations, certificates or forms (or
+undertake any of the actions) required pursuant to this paragraph, the General Partner shall have
+full authority to (1) terminate Investor’s interest in the Fund or (2) take any other steps the
+General Partner determines, in its sole discretion, are necessary or appropriate to mitigate the
+consequences of Investor’s failure to comply with this paragraph to the Fund, the General
+Partner, a Fund affiliate or the other Partners. If Investor fails to comply with this paragraph,
+Investor shall, unless otherwise agreed by the General Partner in writing, to the fullest extent
+permitted by law, indemnify and hold harmless the General Partner and the Fund (and/or its
+affiliates or the other Partners, as applicable) from any costs or expenses arising out of such
+failure, including any withholding tax imposed under sections 1471 through 1474 of the Code or
+as a result of any intergovernmental agreement described in clause (D) above on the Fund, and
+any expenses, withholding or other taxes imposed as a result of such failure. Any such
+indemnification payments for such costs or expenses shall not constitute a contribution to the
+capital of the Fund.
+
+
+### Basic Investor Information
+
+```
+All Investors should complete this page, which continues on the next page
+```
+```
+For security reasons, please ONLY handwrite your SSN/Tax ID and
+mail the page with the Notary Acknowledgement on page 44
+```
+Full legal name of Investor: _____________________________________________________________
+
+Investor's Social Security Number (if individual)
+or Taxpayer Identification Number (if entity): ________________ Date of birth: ___________
+
+If Investor is an individual (including IRAs), Investor's state of residence: __________________
+
+If Investor is a trust, trustee name(s): ________________________________________________
+
+If Investor is an entity (including a trust), jurisdiction(s) of Investor's:
+
+Formation: ___________________ Principal place of business: _________________________
+
+Check one or more of the following boxes. Investor is:
+
+⎕ Individual adult(s) ⎕ Individual minor(s) (custodian required)
+
+⎕ IRA ⎕ Keogh plan or similar plan
+
+⎕ Other employee benefit plan/trust ⎕ Corporation
+
+⎕ Revocable living trust ⎕ Limited liability company
+
+⎕ Irrevocable trust ⎕ Investment trust or business trust
+
+⎕ Investment partnership ⎕ Foundation (check one: public ___ private ___)
+
+⎕ Endowment ⎕ Other (specify): _________________________
+
+Will this investment be held in joint tenancy or in tenancy in common (check "No" if Investor's
+Interest will be held as community property with Investor's spouse)?
+
+⎕ No ⎕ Yes
+
+If Yes, please provide the following information:
+
+⎕ Joint Tenancy (please list all joint tenants _–_ copy this page if necessary).
+
+Joint tenant: ________________________ SSN/Tax ID: ________________________
+
+
+Joint tenant: ________________________ SSN/Tax ID: ________________________
+
+⎕ Tenancy in common (please list all tenants in common _–_ copy this page if necessary).
+
+Tenant in common: ___________________ SSN/Tax ID: ________________________
+
+Tenant in common: ___________________ SSN/Tax ID: ________________________
+
+⎕ Check this box if the joint investor is married to Investor named at the beginning of this
+section. (Do not check box if Interest will be held as community property.)
+
+Is Investor regulated by any governmental agency that regulates financial institutions or
+financial intermediaries (e.g., banking, insurance or securities regulatory authorities)?
+
+⎕ No ⎕ Yes If Yes, please provide the following information:
+___________________________________________________________________________
+___________________________________________________________________________
+___________________________________________________________________________
+
+
+### Contact Information
+
+```
+All Investors should complete this page, which continues on the next page
+```
+```
+INSTRUCTIONS: Please provide the appropriate contact information for Investor. All Fund
+related materials will be sent to the Primary Contact. Please complete additional sections as
+necessary.
+```
+### Investor Information (Primary Contact)
+
+Contact Name:
+
+Mailing Address: ⎕ Home ⎕ Business Home Phone:
+
+Street:
+
+City:
+
+State/Zip-code:
+
+```
+Business Phone:
+```
+```
+Fax:
+```
+```
+Email:
+```
+### Secondary Contact (as necessary)
+
+Contact Name:
+
+Mailing Address: ⎕ Home ⎕ Business Home Phone:
+
+Street:
+
+City:
+
+State/Zip-code:
+
+```
+Business Phone:
+```
+```
+Fax:
+```
+```
+Email:
+```
+Types of Reports: ⎕ All ⎕ Valuations ⎕ Tax Info. ⎕ Other
+
+
+### Custodian Information
+
+```
+Please provide this information if Investor is IRA or
+self-directed pension plan, or minor(s) represented by
+a custodian
+```
+Custodian (firm name, if any):
+
+Mailing Address:
+
+Street:
+
+City:
+
+State/Zip-code:
+
+```
+Contact Name:
+```
+```
+Contact Title:
+```
+Account Name: Account Number:
+
+Minor name(s): Business Phone:
+
+Minor name(s): Fax:
+
+Minor name(s): Email:
+
+### Purchase Representative Information
+
+```
+Please provide this information only if Investor has
+designated a Purchaser Representative on page 25
+```
+Name:
+
+Mailing Address: Business Phone:
+
+Street:
+
+City:
+
+State/Zip-code:
+
+```
+Fax:
+```
+```
+Email:
+```
+Employer Name: (^)
+Job Description:
+
+
+### Authorized Investor Representatives And Investor Account Information
+
+```
+All Investors should complete this page, which continues on the next page
+```
+```
+Individual(s) Authorized to Give and Receive Instructions on Behalf of Investor. Investor
+represents that the following individual or individuals are authorized to act on behalf of Investor
+to give and receive instructions between the Fund (or its representatives) and Investor. Such
+individual or individuals are the only persons so authorized until further written notice, signed
+by Investor or by one or more of these individuals, is received by the General Partner:
+Name Specimen Signature
+__________________________ __________________________
+__________________________ __________________________
+```
+Account Information for Source of Funds. Investor's Subscription Amount will be transferred
+from this account:
+
+Bank Name: _________________________________________________
+
+Bank Address: _________________________________________________
+
+ABA Routing or CHIPS No.:_________________________________________________
+
+Account Name: ________________________ Account No: _____________
+
+Contact person name: _________________________________________________
+
+Telephone number: _______________ Email: __________________________
+
+Account Information for Amounts Payable to Investor. Investor agrees that any funds
+
+payable to Investor (including redemption proceeds) may be wire transferred to Investor in
+accordance with the following instructions, until further written notice, signed by Investor or by
+one or more of the individuals authorized to act on behalf of Investor (see above on this page), is
+received by the General Partner.
+
+Check one of the following, and supply additional information if you check Box B:
+
+```
+⎕ A. The bank account specified above. ⎕ B. The bank account identified below:
+```
+Bank Name: _________________________________________________
+
+Bank Address: _________________________________________________
+
+ABA Routing or CHIPS No.:_________________________________________________
+
+
+Account Name: ________________________ Account No: _____________
+
+Contact person name: _________________________________________________
+
+Telephone number: ________________ Email: ___________________________
+
+
+### United States Person Status
+
+```
+All Investors should complete this page, which continues on the next page
+```
+```
+Individual(s) Authorized to Give and Receive Instructions on Behalf of Investor. Investor
+represents that the following individual or individuals are authorized to act on behalf of Investor
+to give and receive instructions between the Fund (or its representatives) and Investor. Such
+individual or individuals are the only persons so authorized until further written notice, signed
+by Investor or by one or more of these individuals, is received by the General Partner:
+```
+1. United States Person. Is Investor a "United States Person" as defined below? Unless the
+    General Partner approves an exception, Investor must be a United States Person.
+⎕ A. Yes (a United States Person) ⎕ B. No (not a United States Person)
+2. U.S. Income Tax Status. Is Investor subject to U.S. federal income taxes (i.e. not tax-
+    exempt)?
+
+⎕ A. Yes (not tax-exempt) ⎕ B. No (tax-exempt)
+
+```
+Definition of "United States Person"
+```
+For individuals, "United States Person" means any U.S. citizen (and certain former U.S.
+citizens) or "resident alien" within the meaning of U.S. income tax laws in effect from time to
+time.
+
+For persons other than individuals, "United States Person" means:
+
+```
+a. any partnership, corporation or other entity organized or incorporated under the laws of
+the United States or that has its principal place of business in the United States;
+```
+```
+b. any estate of which any executor or administrator is an individual United States Person or
+an entity described in clause (a) above or the income of which is subject to income tax in
+the United States;
+```
+```
+c. a trust of which (i) any trustee is an individual United States Person or an entity described
+in clause (a) above or (ii) the income of which is subject to income tax in the United
+States regardless of source;
+```
+```
+d. any agency or branch of a non-United States Person located in the U.S.;
+```
+```
+e. any account (other than an estate or trust) held by a dealer or other fiduciary (i) if
+nondiscretionary, for the benefit of a United States Person or (ii) if discretionary, if the
+dealer or fiduciary is organized, incorporated or, if an individual, resident in the United
+```
+
+```
+States, other than an account held by a professional fiduciary exclusively for the account
+or benefit of non-United States Persons;
+```
+f. any partnership or corporation formed in any jurisdiction by United States Persons
+principally for the purpose of investing generally in securities not eligible for sale to the
+public within the United States, unless the entity is organized or incorporated and owned
+by accredited investors that are not natural persons, trusts or estates; or
+
+g. any entity organized principally for passive investment such as a commodity pool,
+investment company or other similar entity (other than a pension plan for the employees,
+officers or principals of an entity organized and with it principal place of business outside
+the United States) in which United States Persons hold units of participation representing
+in the aggregate 10% or more of the beneficial interest in the entity, or that has as a
+principal purpose the facilitating of investment by United States Persons in the Fund.
+
+
+### Investor Identity Verification
+
+```
+All Investors should complete this page, which continues on the next page
+```
+```
+Why the Fund Requests Identity Verification: To avoid assisting terrorists and certain other
+persons designated by the U.S. government as wrong-doers, the Fund takes certain steps to
+verify Investor's identity. Please indicate what proof you are able to supply to verify Investor's
+identity and place of residence or business, and whether you are supplying that proof now. The
+Fund may request additional documentation to verify Investor's identity. The General Partner
+may instead be able to rely to some extent on identity-verification procedures implemented by
+Investor's bank (see "Important Note" at the bottom of this page). If you have any questions,
+please contact the General Partner.
+```
+```
+Individual Investors (including IRAs):
+```
+⎕ Copy of passport or other government photo ID (e.g. driver's license).
+
+⎕ Check box at left if you are supplying this item now
+
+⎕ Proof of current address, only if not included in photo ID (for example, original utility bill
+not more than six months old).
+
+⎕ Check box at left if you are supplying this item now
+
+```
+Entity Investors:
+```
+⎕ A copy of a certificate of formation (or similar document) of Investor and a certificate
+evidencing Investor's continued authorization to conduct business in the jurisdiction of its
+organization (for example, a certificate of good standing).
+
+⎕ Check box at left if you are supplying this item now
+
+⎕ A list of all persons who directly or indirectly own 10% or more of any class of equity
+interests of Investor (use space below if sufficient; otherwise, attach separate list).
+
+Name(s) of 10% owner(s): ___________________________________________
+
+⎕ If Investor is a trust of which the trustee is not a regulated bank or trust company, a list of
+all beneficiaries that directly or indirectly hold 25% or more of any interest in Investor. That
+list should include the name of the settlor and trustees of the trust. (Use space below if
+sufficient; otherwise, attach separate list).
+
+Names of 25% beneficiary(ies): _______________________________________
+
+
+Important note: The Fund may be able to rely on identity-verification procedures carried out by
+Investor's bank, which may reduce the burden otherwise placed on Investor. Please indicate
+whether Investor's source-of-funds bank specified on page 16 is located in any of the following
+countries: United States of America, Australia, Austria, Belgium, Bermuda, Canada, Cayman
+Islands, Channel Islands, Denmark, Finland, France, Germany, Greece, Hong Kong, Iceland,
+Ireland, Isle of Man, Italy, Japan, Luxembourg, Netherlands (including Netherlands Antilles and
+Aruba), New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, Turkey,
+United Kingdom. If so, please check box and write name of bank country if not U.S:
+
+⎕ United States Bank ⎕ Other Bank Country: __________________
+
+
+### Education, Employment, Experience And Investment Objectives
+
+```
+All Investors should complete this page, which continues on the next page
+```
+Education
+Please provide the following information for Investor unless you are completing this
+Application as a representative of Investor (for example, an officer of a corporation that is
+subscribing or a custodian for the account of a minor). If you are acting as a representative,
+provide this information for yourself.
+
+```
+College/University Degree/Major Year
+```
+Employment
+Please provide the following information for Investor unless you are completing this
+Application as a representative of Investor (for example, an officer of a corporation that is
+subscribing or a custodian for the account of a minor). If you are acting as a representative,
+provide this information for yourself.
+
+Name of Employer: ____________________________________________________________
+
+Address of Employer: __________________________________________________________
+
+Nature of Employment: _________________________________________________________
+
+If self-employed, nature of business: _______________________________________________
+
+Prior employment you consider relevant (optional): ___________________________________
+
+Other Financial Experience
+Please provide the following information for Investor unless you are completing this
+Application as a representative of Investor (for example, an officer of a corporation that is
+subscribing or a custodian for the account of a minor). If you are acting as a representative,
+provide this information for yourself.
+
+Other positions/background related to financial, business, accounting, economics, tax or
+investment matters that demonstrate investment sophistication:
+
+
+#### _____________________________________________________________________________
+
+#### _____________________________________________________________________________
+
+#### _____________________________________________________________________________
+
+#### _____________________________________________________________________________
+
+```
+Investment Objectives
+Order of investment objectives of Investor. Reminder: This investment is most appropriate for
+persons seeking capital appreciation.
+```
+Please number Investor's preferences from 1 (most preferred) to 3 (least preferred):
+
+```
+__ Capital appreciation* __ Current income** __ Liquidity***
+```
+* Although these guidelines vary among investors, an investor seeking "capital appreciation" generally will favor
+investments that are expected to increase in value over a substantial holding period, but are not expected to (though
+they may) generate substantial (if any) income distributions (dividends or interest, for example) during that time
+frame and may (or may not) be relatively difficult to liquidate for cash in a short time frame.
+
+** An investor seeking "current income" generally will favor investments on which the investor anticipates that
+dividends, interest, royalties or similar distributions of income are likely to be paid regularly (for example, quarterly
+or annually) while the investor holds the investment. Such investments may (or may not) be relatively difficult to
+liquidate for cash in a short time frame, though often they are easier to liquidate than are investments held for capital
+appreciation.
+
+*** An investor seeking "liquidity" generally will favor investments that can be liquidated for cash in a short time
+frame, even if the investment is less likely to grow in value over time than "capital appreciation" investments and is
+less likely to generate regular distributions of income than "current income" investments.
+
+Investment Experience
+Please provide the following information for Investor unless you are completing this Application
+as a representative of Investor (for example, an officer of a corporation that is subscribing or a
+custodian for the account of a minor). If you are acting as a representative, provide this
+information for yourself.
+
+```
+Approximate number of years you have been investing: _____ years
+```
+```
+Please check frequency of your investment in:
+```
+
+(^) Often Occasionally Seldom Never
+Marketable securities (stocks, bonds, debentures,
+notes) ⎕^ ⎕^ ⎕^ ⎕^
+Mutual funds (^) ⎕ ⎕ ⎕ ⎕
+Other private investment funds, including hedge
+funds and commodity pools ⎕^ ⎕^ ⎕^ ⎕^
+Speculative or venture capital investments ⎕ ⎕ ⎕ ⎕
+Commodities or commodity futures (^) ⎕ ⎕ ⎕ ⎕
+Real estate, other than principal residence
+(directly or through partnerships or other entities
+managed by others)
+
+#### ⎕ ⎕ ⎕ ⎕
+
+Tax shelter programs (real estate, leasing, oil and
+gas, cattle breeding) ⎕^ ⎕^ ⎕^ ⎕^
+
+
+### Question To Determine Whether Investor Must Have Purchase Representative
+
+```
+All Investors should complete this page, which continues on the next page
+```
+Reason For This Page. Investor or the person completing this Subscription Agreement as
+Investor's representative (for example, an officer of a corporation that is subscribing, or a
+custodian for the account of a minor), either alone or together with a "purchaser representative"
+(such as an investment adviser, attorney, accountant or other consultant) (a "Purchaser
+Representative"), must have such knowledge and experience in financial and business matters
+that Investor (with the assistance of Investor's Purchaser Representative, if any) can evaluate the
+merits and risks of this investment and protect Investor's interests in this investment.
+
+Please check one box below:
+
+```
+⎕ No Purchaser Representative. Without the assistance of any Purchaser
+Representative, Investor has such knowledge and experience in financial and
+business matters that Investor can evaluate the merits and risks of this investment,
+make an informed investment decision and otherwise protect Investor's interests in
+this transaction. Investor chooses not to engage any Purchaser Representative.
+Notwithstanding Investor's decision not to designate a Purchaser Representative,
+Investor will remain free at any time, and is encouraged, to seek advice from any
+person or persons before deciding whether to invest in the Fund.
+```
+```
+Please skip the remainder of this page if you checked the box above.
+```
+```
+⎕ Purchaser Representative Designated. Investor will be relying on the advice of the
+Purchaser Representative identified below in evaluating the merits and risks of this
+investment. Investor should (1) furnish the information requested below and on
+page 14 about Investor's Purchaser Representative; (2) ask the Purchaser
+Representative to complete and sign a Purchaser Representative Questionnaire (a
+copy of which will be provided to Investor on request); (3) sign the "Investor's
+Acknowledgement of Purchaser Representative" on the last page of the Purchaser
+Representative Questionnaire, after reviewing the completed Purchaser
+Representative Questionnaire; and (4) deliver the Purchaser Representative
+Questionnaire to the General Partner.
+```
+```
+Name of Purchaser Representative:
+```
+```
+If you checked this box, please provide contact information for
+Investor's Purchaser Representative at the bottom of page 1 4.
+```
+
+Eligibility Requirements of Purchaser Representative: As explained further in the
+Purchaser Representative Questionnaire, a person may not serve as Investor's
+Purchaser Representative if the person is being compensated by the Fund (or
+certain related persons) for advising Investor in connection with this investment,
+or if the Purchaser Representative has certain present or past relationships with the
+Fund (or certain related persons). In addition, the Purchaser Representative must
+have such knowledge and experience in financial and business matters that he or
+she, either alone or together with Investor, is capable of evaluating the merits and
+risks of Investor's prospective investment in the Fund.
+
+
+### Anti-Money-Laundering Provisions
+
+```
+All Investors should complete this page, which continues on the next page
+```
+```
+Please read and check ALL FOUR boxes (A through D) on this page and next page
+```
+Reason For This Section. To avoid assisting terrorists and certain other persons designated by
+the U.S. government as wrong-doers, the Fund takes steps to comply with applicable anti-money
+laundering laws. Those steps include (among others) obtaining certain representations and
+warranties from Investors, and taking reasonable steps to verify the identity of Investors (see
+page 2 0 ). Without limiting the foregoing, Investor agrees to provide any information and
+execute and deliver such documents as deemed necessary by the General Partner or the
+Investment Manager in their sole discretion, to verify the accuracy of Investor’s representations,
+warranties, and covenants herein or to comply with any law or regulation to which the Fund, the
+General Partner or the Investment Manager may be subject, including but not limited to the
+General Partner's anti-money laundering and anti-terrorist financing program and related
+responsibilities. The capitalized terms used below in this section are defined where used, or
+separately on page 2 8.
+
+```
+⎕ A. Investor understands that the Fund prohibits the investment of funds by any
+persons or entities that are acting, directly or indirectly, (i) in contravention of
+any U.S. or international laws and regulations, including anti-money
+laundering regulations or conventions, (ii) on behalf of terrorists or terrorist
+organizations, including those persons or entities that are included on the List
+of Specially Designated Nationals and Blocked Persons maintained by the
+U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"), as
+the list may be amended from time to time, (iii) for a Senior Foreign Political
+Figure, any Immediate Family member of a Senior Foreign Political Figure or
+any Close Associate of a Senior Foreign Political Figure, unless the General
+Partner, after being specifically notified by Investor in writing that it is such a
+person, conducts further due diligence, and determines that such investment
+shall be permitted, or (iv) for a Foreign Shell Bank (such persons or entities in
+(i) – (iv) being collectively referred to below as "Prohibited Investors").
+```
+```
+⎕ B. Investor represents, warrants and agrees that: (i) Investor is not a Prohibited
+Investor, nor is any person or entity controlling, controlled by or under
+common control with Investor a Prohibited Investor, and (ii) to the extent
+Investor has any Beneficial Owners, (a) Investor has carried out thorough due
+diligence to establish the identities of such Beneficial Owners, (b) based on
+such due diligence, Investor reasonably believes that no such Beneficial
+```
+
+```
+Owner is a Prohibited Investor, (c) Investor holds the evidence of such
+identities and status and will maintain all such evidence for at least five years
+from the date of Investor's complete withdrawal from the Fund, and (d)
+Investor will make available such information and evidence, and any related
+additional information that the Fund may request, in accordance with
+applicable regulations.
+```
+```
+⎕ C. Investor understands that, if any of the foregoing representations, warranties
+or covenants ceases to be true or if the Fund no longer reasonably believes
+that it has satisfactory evidence as to their truth, notwithstanding any other
+agreement to the contrary, the Fund may, in accordance with applicable
+regulations, be obligated to freeze Investor's investment, either by prohibiting
+additional investments, declining or suspending any withdrawal requests
+and/or segregating the assets constituting the investment, or Investor's
+investment may immediately be involuntarily withdrawn from the Fund, and
+the Fund may also be required to report such action and to disclose Investor's
+identity to OFAC or other authority. If the Fund is required to take any of the
+foregoing actions, Investor agrees that Investor shall have no claim against the
+Fund or the General Partner or their respective affiliates, directors, members,
+partners, shareholders, officers, employees and agents for any damages as a
+result of any of the aforementioned actions, and Investor further agrees that it
+shall indemnify and hold harmless all of such persons from any such claim
+that may be asserted against them by any person.
+```
+```
+⎕ D.^ Investor agrees that all subscription payments transferred to the Fund on
+behalf of Investor shall originate directly from a bank or brokerage account in
+the name of Investor. Investor agrees further that any withdrawal proceeds
+paid to Investor will be paid to the account from which Investor's investment
+in the Fund was originally received, unless the General Partner, in its sole
+discretion, agrees otherwise with Investor.
+```
+```
+Definitions of Capitalized Terms in Anti-Money Laundering Provisions on Preceding Page
+```
+```
+Please skip to page 3 1 if you have already read and checked Boxes A through D above.
+```
+Beneficial Owner is any individual or entity that will have a beneficial ownership interest in
+Investor's Interest in the Fund, including but not limited to: (i) shareholders of a corporation; (ii)
+partners of a partnership; (iii) members of a limited liability company; (iv) investors in a fund-
+of-funds; (v) the grantor of a revocable or grantor trust; (vi) the beneficiaries of an irrevocable
+trust; (vii) the individual who established an IRA; (viii) the participant in a self-directed pension
+plan; (ix) the sponsor of any other pension plan; and (x) any person being represented by
+Investor in an agent, representative, intermediary, nominee or similar capacity. If the Beneficial
+
+
+```
+Owner is itself an entity, the information and representations set forth herein must also be given
+with respect to its individual beneficial owners. If Investor is a publicly-traded company, it need
+not conduct due diligence as to its beneficial owners.
+```
+```
+Close Associate of a Senior Foreign Political Figure is a person who is widely and publicly
+known internationally to maintain an unusually close relationship with the Senior Foreign
+Political Figure, and includes a person who is in a position to conduct substantial domestic and
+international financial transactions on behalf of the Senior Foreign Political Figure.
+```
+```
+FATF-Compliant Jurisdiction is a jurisdiction that (1) is a member in good standing of FATF
+and (2) has undergone two rounds of FATF mutual evaluations.
+```
+```
+FATF means the Financial Action Task Force on Money Laundering.
+```
+Foreign Bank means an organization that (1) is organized under the laws of a non-U.S. country
+(2) engages in the business of banking, (3) is recognized as a bank by the bank supervisory or
+monetary authority of the country of its organization or principal banking operations, (4)
+receives deposits to a substantial extent in the regular course of its business, and (5) has the
+power to accept demand deposits, but does not include the U.S. branches or agencies of a non-
+U.S. bank.
+
+Foreign Shell Bank means a Foreign Bank without a Physical Presence in any country, but does
+not include a Regulated Affiliate.
+
+Immediate Family of a Senior Foreign Political Figure typically includes such person's
+parents, siblings, spouse, children and in-laws.
+
+Non-Cooperative Jurisdiction means any non-U.S. country that has been designated as non-
+cooperative with international anti-money laundering principles or procedures by an
+intergovernmental group or organization, such as the FATF, of which the United States is a
+member and with which designation the United States representative to the group or
+organization continues to concur. For a current list of Non-Cooperative Countries and
+Territories, refer to the Financial Action Task Force website (see link above at definition of
+"FATF-Compliant Jurisdiction").
+
+Physical Presence means a place of business that is maintained by a Foreign Bank and is located
+at a fixed address, other than solely a post office box or an electronic address, in a country in
+which the Foreign Bank is authorized to conduct banking activities, at which location the
+Foreign Bank (1) employs one or more individuals on a full-time basis, (2) maintains operating
+records related to its banking activities, and (3) is subject to inspection by the banking authority
+that licensed the Foreign Bank to conduct banking activities.
+
+Prohibited Investor means (1) a person or entity whose name appears on one or more of the
+various lists issued and maintained by the U.S. Office of Foreign Assets Control ("OFAC"),
+
+
+including the List of Specially Designated Nationals and Blocked Persons, the Specially
+Designated Terrorists List and the Specially Designated Narcotics Traffickers List; (2) a Foreign
+Shell Bank; or (3) a person or entity who is a citizen or resident of, or which is located in, or
+whose subscription funds are transferred from or through, a Foreign Bank in a Non-Cooperative
+Jurisdiction or Sanctioned Regime.
+
+Regulated Affiliate means a Foreign Shell Bank that (1) is an affiliate of a depository institution,
+credit union or Foreign Bank that maintains a Physical Presence in the United States or a non-
+U.S. country, as applicable, and (2) is subject to supervision by a banking authority in the
+country regulating such affiliated depository institution, credit union or Foreign Bank.
+
+Sanctioned Regimes means targeted foreign countries, terrorism sponsoring organizations and
+international narcotics traffickers in respect of which OFAC administers and enforces economic
+and trade sanctions based on U.S. foreign policy and national security goals.
+
+Senior Foreign Political Figure means a senior official in the executive, legislative,
+administrative, military or judicial branch of a foreign government (whether elected or not), a
+senior official of a major foreign political party, or a senior executive of a foreign government-
+owned corporation. In addition, a Senior Foreign Political Figure includes any corporation,
+business or other entity that has been formed by, or for the benefit of, a Senior Foreign Political
+Figure.
+
+USA Patriot Act means the Uniting and Strengthening America by Providing Appropriate Tools
+Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001 (Pub. L. No. 107-
+56).
+
+
+### Accredited Investor Status
+
+```
+All Investors should complete this page, which continues on the next page
+```
+Note: Investor will be required to provide additional information as requested by the General
+**_Partner to verify investor’s accredited investor status._**
+
+Reason For This Questionnaire. Investor must be an "accredited investor" as defined in Rule
+501(a) of Regulation D under the Securities Act of 1933. By marking the appropriate box(es) in
+this questionnaire, Investor indicates each category under which Investor is an accredited
+investor (list of categories continues on next page).
+
+Check one or more of the boxes on this page and the next page:
+
+```
+⎕ A. Individual – Income Test. An individual who had income in excess of
+$200,000 in each of the two most recent years (or had joint income with his or
+her spouse in excess of $300,000 in each of those years) and has a reasonable
+expectation of reaching the same income level in the current year.
+```
+```
+⎕ B. Individual – Net Worth Test. An individual who has a net worth (or joint net
+worth with his or her spouse) in excess of $1,000,000. For the purpose of
+calculating Investor's net worth, ignore both the value of Investor's primary
+residence and any indebtedness on that residence, except that (1) if such
+indebtedness exceeds such value, count the excess as a liability (even if
+Investor is legally or practically not liable for the excess indebtedness); and
+(2) if non-acquisition indebtedness on the residence has increased in the last
+60 days (for example, Investor has borrowed on a line of credit secured by
+Investor's primary residence), count the net increase as a liability.
+```
+```
+⎕ C.^ IRA –^ Beneficiary Makes Investment Decisions and is Accredited.^ An
+individual retirement account ("IRA") whose beneficiary is an individual who
+(1) makes investment decisions for the IRA, and (2) is an accredited investor
+on the basis of Box A or B above
+```
+```
+⎕ D. IRA – Person Other than Beneficiary Makes Investment Decisions and
+Decision-Maker is Accredited. An individual retirement account ("IRA")
+whose investment decisions are made by an individual or entity other than the
+IRA beneficiary, and that decision-maker is an accredited investor under
+Category(ies) ____ in this Questionnaire. In the blank, please insert the letter
+of each Category in this Questionnaire that applies to the decision-maker.
+```
+```
+⎕ E. Revocable Trust other than IRA – Income or Net Worth Test Applied to
+Grantor(s) and Decision-Maker. A revocable trust (other than an IRA), and
+```
+
+```
+(1) each grantor of the trust is an accredited investor on the basis of Box A or
+B above, and (2) the person who makes investment decisions for Investor is an
+accredited investor under Category(ies)_________ in this Questionnaire. In
+the blank, please insert the letter of each Category in this Questionnaire that
+applies to the decision-maker.
+```
+⎕ F.^ Self-Directed Pension Plan other than IRA **_–_**^ Income or Net Worth Test
+Applied to Participant. A self-directed pension plan (other than an IRA), and
+the participant who directed that assets of his or her account be invested in the
+Fund is (1) an accredited investor on the basis of Box A or B above, and (2)
+the only participant whose account is being invested in the Fund.
+
+⎕ G. Other Pension Plan. A pension plan that is not a self-directed plan, and either
+(1) the plan has total assets in excess of $5,000,000; or (2) the plan's
+investment decisions are made by a plan fiduciary that is a bank, savings and
+loan association, insurance company or registered investment adviser.
+
+⎕ H. Irrevocable Trust. An irrevocable trust that consists of a single trust (1) with
+total assets in excess of $5,000,000, and (2) which was not formed for the
+specific purpose of investing in the Fund, and (3) whose purchase is directed
+by a person who has such knowledge and experience in financial and business
+matters that he or she is capable or evaluating the merits and risks of the
+prospective investment.
+
+⎕ I.^ Corporation, Partnership, Business Trust.^ A corporation, a partnership, or
+similar business trust, or an organization described in Section 501(c)(3) of the
+Internal Revenue Code, that was not formed for the specific purpose of
+acquiring an interest in the Fund, with total assets in excess of $5,000,000.
+
+⎕ J. Other Entities. Any of the following entities that has a net worth of at least
+$5,000,000:
+⎕ a bank, as defined in Section 3(a)(2) of the Securities Act of 1933;
+⎕ acting for its own account;
+⎕ acting in a fiduciary capacity;
+⎕ a savings and loan association or similar institution, as defined in
+Section 3(a)(5)(A) of the Securities Act of 1933;
+⎕ acting for its own account;
+⎕ acting in a fiduciary capacity;
+⎕ a broker-dealer registered under the Securities Exchange Act of 1934;
+⎕ an insurance company, as defined in Section 2(13) of the Securities Act of
+1933;
+
+
+```
+⎕ an investment company registered under the Investment Company Act of
+1940;
+⎕ a "business development company," as defined in Section 2(a)(48) of the
+Investment Company Act of 1940;
+⎕ a small business investment company licensed under Section 301(c) or
+301(d) of the Small Business Investment Act of 1958, as amended;
+⎕ a "private business development company" as defined in Section
+202(a)(22) of the Investment Advisers Act of 1940.
+```
+⎕ K.^ None Of The Above Applies (further information may be required to
+determine Investor's accredited investor status).
+
+
+### Questions To Determine Whether Investor Is A Covered Person Under Rule 506
+
+```
+All Investors should complete this page, which continues on the next page
+```
+Reason For This Questionnaire. In its offering of Interests, the Fund may rely on a registration
+exemption that is available under Regulation D under the Securities Act of 1933. That
+exemption may be unavailable or limited if one or more “Covered Persons” has experienced a
+“Disqualifying Event.” The questions below aim to determine whether Investor is a “Covered
+Person.” If Investor is a Covered Person, the General Partner may ask additional questions to
+determine whether Investor has experienced a “Disqualifying Event.” Capitalized terms are
+defined alphabetically below the questions.
+
+**_Questions to Determine Whether Investor is a “Covered Person”_** (check Box A if none applies)
+
+```
+⎕ A. Investor Is Not A Covered Person. Investor does not fall into Category B, C,
+or D below.
+```
+```
+⎕ B. Certain Relationships with General Partner, Investment Manager, or
+Fund. Investor is a Management Person and/or a Twenty Percent Owner of
+the General Partner, the Investment Manager, or the Fund (or another issuer of
+securities affiliated with the Fund).
+```
+```
+⎕ C.^ Solicitor for Fund.^ Investor is a Solicitor in the Fund’s offering of Interests,
+or is a Management Person of a Solicitor if the Solicitor is an entity
+```
+```
+⎕ D. Promoter of Fund. Investor is a Promoter of the Fund, or is a Management
+Person of a Promoter if the Promoter is an entity.
+```
+### Some Definitions Used In This Questionnaire
+
+“Covered Person” means an individual or entity described in Category B, C or D above.
+
+“Executive Officer” means a company’s president, any vice president in charge of a principal
+business unit, division or function (such as sales, administration or finance), any other officer
+who performs a policy-making function, or any other person who performs similar policy-
+making functions.
+
+“Management Person” of an entity means a general partner of a partnership, a managing
+member or manager of a limited liability company, a director of a corporation or similar entity, a
+trustee of a trust, an Executive Officer, or an Officer Participating in the Offering. If Investor has
+none of such titles or functions but is commonly referred to as a “principal” of the entity, assume
+that Investor is a Management Person of the entity for the purposes of this Questionnaire.
+
+
+“Officer Participating in the Offering” means a company’s president, vice president, secretary,
+treasurer or principal financial officer, comptroller or principal accounting officer, as well as any
+person who routinely performs corresponding functions, if such person is participating in the
+Fund’s offering of Interests. Such a person may or may not also be an Executive Officer.
+“Participation” in the offering means more than transitory or incidental involvement. For
+example, it may include activities such as participation or involvement in due diligence
+activities, involvement in the preparation of disclosure documents, or communication with the
+Fund, the General Partner, prospective investors, or other offering participants.
+
+“Promoter” means an individual or entity that is a “promoter” of the Fund under the broad
+definition of that term in Rule 405 under the Securities Act of 1933. In general, “promoter”
+includes anyone who, either alone or with others, directly or indirectly, takes the initiative in
+founding or organizing the business of the issuer (the Fund, here), or, in connection with such
+founding or organization, directly or indirectly receives 10% or more of any class of the issuer’s
+securities or 10% or more of the proceeds from the sale of any class of the issuer’s securities
+(other than securities received solely as underwriting commissions or solely in exchange for
+property).
+
+“Solicitor” means an individual or entity that has received or may receive compensation for
+soliciting investors in the Fund’s offering of Interests (whether or not a broker-dealer).
+
+“Twenty Percent Owner” of an entity means an individual or entity that owns 20% or more of
+the equity securities of the entity, based on total voting power rather than on ownership of any
+particular class of securities.
+
+
+### Private Investment Companies
+
+```
+Please Skip to page 39 if investor is an individual (including IRA).
+```
+```
+Otherwise check appropriate box(es).
+```
+Reason For This Questionnaire. The Fund relies on a registration exemption under the
+Investment Company Act of 1940 that limits the number of owners of its equity securities.
+Certain counting rules under that exemption may require the Fund to count, as owners of the
+Fund, the owners of an entity that invests in the Fund. The questions on this page will enable the
+Fund to determine whether those counting rules will apply. The General Partner may need to ask
+for additional information. Check one or more boxes on this page, and then turn to page 39 :
+
+```
+⎕ A. Section 3(c)(1) Company. Investor is a Section 3(c)(1) Company (see
+definition on page 3 8 ). If you checked this box, please skip to page 39.
+```
+```
+⎕ B.^ Section 3(c)(7) Company. Investor is a Section 3(c)(7) Company (see
+definition on page 3 8 ). If you checked this box, please skip to page 39.
+```
+```
+⎕ C. Not a Section 3(c)(1) Company or Section 3(c)(7) Company. Investor is
+neither a Section 3(c)(1) Company nor a Section 3(c)(7) Company.
+```
+```
+If you checked this box, please answer each additional question below on this
+page.
+```
+```
+C1. Immediately after Investor invests in the Fund, will more than 40% of
+Investor’s assets be invested in the Fund?
+⎕ Yes ⎕ No
+```
+```
+C2. Was Investor formed for the specific purpose of investing in the Fund?
+⎕ Yes ⎕ No
+```
+```
+C3. Does Investor have, or will it have, other substantial business activities or
+investments besides its investment in the Fund?
+⎕ Yes ⎕ No
+```
+```
+C4. Under Investor's governing documents or in practice, do Investor's owners
+have the right to vary the level of their participation in different investments
+made by Investor?
+⎕ Yes ⎕ No
+C5. Under Investor's governing documents and in practice, are Investor's
+```
+
+```
+investment decisions based only on the collective investment objectives of
+Investor and its owners, or are the varying investment objectives of its owners
+also taken into account?
+```
+```
+⎕ Only the collective objectives of Investor and its owners are taken into
+account when an investment decision is made
+```
+```
+⎕ Varying objectives of Investor's separate owners may be taken into
+account when an investment decision is made.
+```
+```
+C6. If Investor is a trust, is the trust revocable by any person specified below?
+```
+```
+⎕ Person who created the trust. ⎕ Trustee or trustees.
+```
+```
+⎕ Beneficiary or beneficiaries. ⎕ Not revocable by any such person.
+```
+### Some Definitions Used In This Questionnaire
+
+“Company” means a corporation, partnership, association, joint-stock company or trust, or any
+other organized group of persons whether incorporated or not; a receiver, bankruptcy trustee or
+similar official; or a liquidating agent for any of the foregoing. The definition excludes, however,
+any such entity that is required to be registered as an "investment company" under the
+Investment Company Act of 1940 (see definition below) but is not registered.
+
+“Look-Through Entity” refers to three types of Companies that are not eligible for Qualified
+Client status unless each equity owner (with some exceptions) of the Look-Through Entity is a
+Qualified Client: (a) an investment company (see definition below) registered under the
+Investment Company Act of 1940; (b) a business development company, as defined in Section
+202(a)(22) of the Investment Advisers Act of 1940; and (c) a Section 3(c)(1) Company (see
+definition below). As used in the preceding paragraph (and in other parts of this Subscription
+Agreement that expressly refer to this definition), "investment company" has the meaning
+assigned to it in Section 3(a) of the Investment Company Act of 1940: any entity that (i) is or
+holds itself out as being engaged primarily, or proposes to engage primarily, in the business of
+investing, reinvesting, or trading in securities; or (ii) is engaged or proposes to engage in the
+business of issuing face-amount certificates of the installment type, or has been engaged in such
+business and has any such certificate outstanding; or (iii) is engaged or proposes to engage in the
+business of investing, reinvesting, owning, holding, or trading in securities, and owns or
+proposes to acquire investment securities (i.e., any securities other than government securities,
+securities issued by any employee securities company and securities issued by any majority
+owned subsidiary of the entity that is not itself an investment company or a private investment
+company) having a value exceeding 40% of the value of the entity's total assets (excluding
+government securities and cash items) on an unconsolidated basis.
+
+
+A “Section 3(c)(1) Company” is a Company that would be an “investment company” under the
+Investment Company Act of 1940 (see definition above) but for the exception under Section
+3(c)(1) of that Act. That exception generally is available if (1) the Company is not making (or
+presently proposing to make) a public offering of its securities, and (2) its outstanding securities
+(other than its short-term paper) are beneficially owned by not more than 100 persons. Most
+private investment funds, for example, rely on this registration exemption.
+
+A “Section 3(c)(7) Company” is a Company that would be an “investment company” under the
+Investment Company Act of 1940 (see definition above) but for the exception under Section
+3(c)(7) of that Act. That exception generally is available if (1) the Company is not making (or
+presently proposing to make) a public offering of its securities, and (2) its outstanding securities
+are owned exclusively by persons who, at the time of their purchase of such securities, are
+"qualified purchasers" as defined in Section 2(a)(51) of the Investment Company Act – generally
+individuals who own at least $5,000,000 in "investments" and entities that own at least
+$25,000,000 in "investments" (as "investments" is defined in Section 2(a)(51) and rules
+thereunder). Many private investment funds, for example, rely on this registration exemption.
+
+
+### Benefit Plan Investor Status
+
+```
+All Investors should complete this page, which continues on the next page.
+```
+```
+Individual Investors (but NOT IRAs): See Box A below.
+```
+By checking the appropriate box below, Investor represents and warrants either that (a) if
+Investor checks the first box below, Investor is not, and for so long as it holds an ownership
+interest in the Fund will not be, a "Benefit Plan Investor" within the meaning of U.S.
+Department of Labor Regulation 29 CFR 2510.3-101 (the "Plan Assets Regulation"); or (b)
+Investor has indicated the category under which Investor is a Benefit Plan Investor.
+
+Generally, a "Benefit Plan Investor" is any plan or fund organized by an employer or employee
+organization to provide retirement, deferred compensation, welfare or similar benefits to
+employees; an IRA; a Keogh plan; a 403(b) plan; or an entity, including a hypothetical entity
+described in Section (g) of the Plan Assets Regulation, with 25% or more of any class of equity
+that is owned by such plans and that is primarily engaged in the business of investing capital.
+
+Check one of the following boxes:
+
+```
+⎕ A. Investor Is Not A Benefit Plan Investor.
+```
+```
+⎕ B. Investor is an employee benefit plan that is subject to Title I of the Employee
+Retirement Income Security Act of 1974, as amended ("ERISA").
+```
+```
+⎕ C.^ Investor is an employee benefit plan that is not subject to ERISA (for
+example, some pension plans, profit-sharing and 401(k) plans).
+```
+```
+⎕ D. Investor is a plan described in Section 4975(e)(1) of the Internal Revenue
+Code of 1986, as amended (the "Code") (for example, IRAs, Keogh plans or
+403(b) plans).
+If you checked this box, please provide the following information (IRAs should
+check first box below).
+⎕ Owner-Only Plan. The plan beneficiaries include only the owner of the
+business that sponsors the plan (or the owner and the owner's spouse).
+⎕ Not an Owner-Only Plan. The plan beneficiaries include persons other
+than (or in addition to) the owner of the business that sponsors the plan (or
+the owner and the owner's spouse).
+```
+```
+⎕ E.^ Investor is an entity whose underlying assets include "plan assets" by
+operation of the Plan Assets Regulation (for example, a group trust, separate
+account, fund of funds or a hypothetical entity with significant (25% or more)
+Benefit Plan Investor ownership).
+```
+
+⎕ F. Investor is an insurance company general account whose underlying assets
+include "plan assets" and, the undersigned hereby represents and warrants that
+the percentage of such assets used to purchase this investment that represents
+plan assets does not exceed the following percentage (fill in): ____%.
+
+
+```
+Acknowledgements, Representations and Warranties by Benefit Plan Fiduciary
+```
+```
+Skip this page if you checked Box A on preceding page.
+```
+```
+If you instead checked Box B through F above, please read this page carefully.
+```
+If Investor is a Benefit Plan Investor subject to ERISA or Section 4975 of the Code (a "Plan"),
+the fiduciary executing this Agreement on behalf of Investor (the "Fiduciary") and Investor
+represent and warrant to the Fund, the General Partner and the Investment Manager that:
+
+1. The Fiduciary has considered the following with respect to the Plan's investment in the
+    Fund and has determined that, in view of such considerations, the Plan's purchase of a
+    Fund interest is consistent with the Fiduciary's responsibilities under ERISA or the Code,
+    including (i) whether this investment is prudent for the Plan; (ii) whether the risk,
+    structure and operation of the incentive fee arrangement (if any) has been adequately
+    disclosed, furthers the interests of the Plan and provides reasonable compensation to
+    Fund Management; (iii) whether the Plan's current and anticipated liquidity needs would
+    be met, given the limited rights to redeem or transfer the Plan's ownership interest in the
+    Fund; (iv) whether the investment would permit the Plan's overall portfolio to remain
+    adequately diversified; and (v) whether the investment is permitted under documents
+    governing the Plan.
+2. The Fiduciary (i) is responsible for the Plan's decision to invest in the Fund; (ii) has
+    determined that the Fund is not a "party in interest" or a "disqualified person" (as such
+    terms are defined in ERISA and the Code) with respect to the Plan; (iii) is qualified to
+    make this investment decision and, to the extent the Fiduciary deems necessary, has
+    consulted the Fiduciary's own investment advisors and legal counsel regarding this
+    investment; and (iv) in making its decision to invest in the Fund, has not relied on any
+    advice or recommendation of the Fund, the General Partner, the Investment Manager or
+    any of their affiliates.
+
+
+### Subscription Agreement Signature Page
+
+IN WITNESS WHEREOF, the "Investor" identified below and Unicorn Pairs Fund, LP (the
+"Fund") have executed this Agreement to agree to Investor's initial or additional (as specified
+below) capital contribution to the Fund pursuant to the Fund's Limited Partnership Agreement
+dated February 11, 201 6 , which Agreement is attached as Exhibit A to the Fund's Private
+Placement Memorandum dated February 11, 2016. This Agreement shall be effective as of the
+"Subscription Date" to be specified below by the General Partner when it executes this
+Agreement.
+
+Please check Box A or B:
+
+```
+⎕ A.^ New Investor: Investor requests admission as a limited partner of the Fund^
+⎕ B. Existing Investor: Investor desires to contribute additional capital to the Fund.
+Investor hereby confirms the following. If you checked Box B, please check 1
+or 2):
+⎕ 1. Investor has supplied some or all information concerning Investor that is
+requested above in this Agreement. Except as supplied above in this Agreement,
+all such information remains unchanged from the information most recently
+supplied to the Fund.
+```
+```
+⎕ 2. Investor has supplied none of the information concerning Investor
+requested above. All such information remains unchanged from information
+most recently supplied.
+```
+```
+Print Full Name of Investor:
+(for entities, print exact name as registered in jurisdiction of formation –
+must match Investor name on page 12)
+```
+```
+Taxpayer Identification Number:
+(must match number on page 12)
+Capital Contribution: $
+```
+```
+Signature of Authorized Signer:
+```
+```
+Date signed:
+Print Name of Authorized Signer:
+(add title, if Investor is an entity)
+Driver's License or Passport Number of Signer:
+```
+
+```
+Additional Certification if Investor is an IRA or Self-Directed Pension Plan
+NOTE: Custodian or trustee should sign below. IRA/plan participant should sign above.
+```
+The undersigned, acting solely on behalf of ________________________________________,
+which serves as the custodian or trustee for the IRA or self-directed pension plan identified as
+"Investor" above (the "Custodian"), hereby consents to Investor's investment in the Fund. By
+giving its consent, the Custodian does not represent or warrant that Investor’s representations
+and warranties set forth herein are true and correct, nor express any opinion on the merits of
+Investor's investment in the Fund.
+
+Print Name/Title of Signer: Signature:
+
+```
+Unicorn Pairs Fund, LP
+2323 Hurley Mountain Road,
+Kingston, NY 12401
+```
+```
+Email: peter.delrio@unicornfunds.com
+```
+```
+Accepted on behalf of
+the Fund by:
+```
+```
+For General Partner:
+Name and Title:
+```
+```
+Unicorn Capital Partners, LLC
+Peter del Rio, Managing Member
+```
+```
+Subscription Date:
+```
+
+#### ____________________________________________
+
+```
+Print Name of Authorized Signer
+```
+```
+____________________________________________
+Signature of Authorized Signer
+```
+### Notary Acknowledgement
+
+State or Province of ____________)
+
+County of _____________________) ss.:
+
+On this _______day of ______________, 20______, before me _______________, the
+undersigned officer, personally appeared ____________________________, known to me (or
+satisfactorily proven) to be the person(s) whose name(s) is (are) in this Investor Subscription
+Agreement.
+
+In WITNESS HEREOF, I hereunto set my hand and official seal.
+
+#### ____________________________________________
+
+Notary Public/Commissioner of Oaths
+
+```
+My Commission Expires______________
+```
+#### (SEAL)
+
+
diff --git a/title page.txt b/title page.txt
new file mode 100644
index 0000000..5da3e23
--- /dev/null
+++ b/title page.txt	
@@ -0,0 +1,47 @@
+Amended and Restated
+
+Series Limited Liability Company Operating Agreement
+
+April 17, 2019
+
+Redwood Springs Capital Partners LLC
+a Texas Series Limited Liability Company
+
+THE INTERESTS HAVE NOT BEEN AND W ILL NOT BE REGISTERED UNDER THE SECURITIES
+ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY
+STATE. THE INTERESTS ARE BEING OFFERED PURSUANT TO EXEMPTIONS PROVIDED BY
+SECTION 4(2) OF THE SECURITIES ACT, REGULATION D THEREUNDER, CERTAIN STATE
+SECURITIES LAWS AND CERTAIN RULES PROMULGATED PURSUANT THERETO. 
+
+THE INTERESTS MAY NOT BE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
+STATEMENT UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS
+OR (UNLESS WAIVED BY THE FUND MANAGER IN ITS SOLE DISCRETION) AN OPINION OF
+COUNSEL ACCEPTABLE TO THE FUND’S MANAGER THAT SUCH REGISTRATION IS NOT
+REQUIRED. 
+
+TRANSFERABILITY OF THE INTERESTS IS FURTHER RESTRICTED BY THE TERMS
+OF THIS OPERATING AGREEMENT. THE INTERESTS HAVE NOT BEEN RECOMMENDED OR
+APPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE REGULATORY
+AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR
+ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS
+MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
+
+PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN
+CONNECTION W ITH POOLS WHOSE PARTICIPANTS ARE LIMITED TO QUALIFIED ELIGIBLE
+PARTICIPANTS, AN OFFERING MEMORANDUM FOR THIS POOL IS NOT REQUIRED TO BE, AND
+HAS NOT BEEN, FILED W ITH THE COMMISSION. THE COMMODITY FUTURES TRADING
+COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A POOL OR UPON
+THE ADEQUACY OR ACCURACY OF AN OFFERING MEMORANDUM. CONSEQUENTLY, THE
+COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS
+OFFERING OR ANY OFFERING MEMORANDUM FOR THIS POOL.
+
+THE INTERESTS OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK. SEE “THE FUND -
+FUND OBJECTIVE”, “RISK FACTORS” AND “CONFLICTS OF INTEREST” IN THE CONFIDENTIAL
+PRIVATE PLACEMENT MEMORANDUM.
+
+Any inquiries should be directed to:
+Redwood Springs Capital Partners LLC
+PO Box 
+Pflugerville Texas
+Phone: () -
+Email: rwscp-compliance@community.turnsys.com
\ No newline at end of file