EFTA01093509.pdf

CONFIDENTIAL DRAFT SOLELY FOR INTENDED RECIPIENT CRYPTO CURRENCY PARTNERS II, LP LIMITED PARTNERSHIP AGREEMENT THE LIMITED PARTNER INTERESTS IN THIS PARTNERSHIP (THE "/NTEREVIS") HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT') OR QUALIFIED UNDER ANY STATE SECURITIES LAW. A HOLDER OF AN INTEREST MAY NOT SELL, PLEDGE, HYPOTHECATE OR OTHERWISE TRANSFER THAT INTEREST, OR ANY INTEREST IN THAT INTEREST (A "TRANSFER'), UNLESS THE HOLDER CAN DEMONSTRATE THAT THE PROPOSED TRANSFER WILL NOT VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY ANALOGOUS REQUIREMENTS OF APPLICABLE STATE LAW. IN ADDITION, UNDER THIS AGREEMENT, TRANSFERS OF INTERESTS (EVEN TRANSFERS THAT ARE PERMISSIBLE UNDER THE SECURITIES ACT AND APPLICABLE STATE LAW) GENERALLY REQUIRE THE GENERAL PARTNER'S CONSENT. EXCEPT IN EXTRAORDINARY CIRCUMSTANCES, LIMITED PARTNERS MAY NOT WITHDRAW ANY OF THE CAPITAL ATTRIBUTABLE TO THEIR INTERESTS. ACCORDINGLY, INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. ACTIVE 20351MS0v.2 EFTA01093509  CONFIDENTIAL SOLELY FOR INTENDED RECIPIENT [THIS PAGE INTENTIONALLY LEFT BLANK] ACTIVE 20358ASSOv.2 EFTA01093510  CONFIDENTIAL DRAFT SOLELY FOR INTENDED RECIPIENT TABLE OF CONTENTS Page ARTICLE I NAME, PURPOSE AND OFFICES OF PARTNERSHIP 1 1.1 Name 1 1.2 Purpose 1 1.3 Principal Offices 1 1.4 Registered Agent and Office 2 ARTICLE II TERM OF PARTNERSHIP 2 2.1 Term 2 2.2 Events Affecting A Limited Partner 2 2.3 Events Affecting The General Partner 2 ARTICLE III NAME AND ADMISSION OF PARTNERS 2 3.1 Name And Address 2 3.2 Initial Closing Date; Admission Of Additional Partners 2 ARTICLE IV CAPITAL CONTRIBUTIONS, AND NONCONTRIBUTING PARTNERS 3 4.1 Capital Contributions Of The Limited Partners. 3 4.2 Capital Contributions Of The General Partner 4 4.3 Noncontributing Partners 4 4.4 Early Termination of the Investment Period 6 ARTICLE V CAPITAL ACCOUNTS AND ALLOCATIONS OF PROFITS AND LOSSES 6 5.1 Capital Accounts 6 5.2 Allocation of Profit and Loss 7 5.3 Special Allocations 7 5.4 Income Tax Allocations 8 5.5 Tax Elections 9 ARTICLE VI MANAGEMENT FEE; PARTNERSHIP EXPENSES 10 6.1 Management Fee. 10 6.2 Expenses 10 ARTICLE VII WITHDRAWALS BY AND DISTRIBUTIONS10 THE PARTNERS 11 7.1 Interest 11 7.2 Withdrawals By The Partners 11 7.3 Partners' Obligation To Repay Or Restore 11 7.4 Distributions — General Principles. 11 7.5 Amounts and Priority of Distributions 12 7.6 Tax Distributions. 12 7.7 Withholding Obligations. 13 7.8 Limitation on Distributions 13 7.9 Mandatory Withdrawal. 13 7.10 Reallocation In the Event of Default or Withdrawal 14 ARTICLE VIII MANAGEMENT DUTIES AND RESTRICTIONS 14 8.1 Management 14 8.2 No Control by the Limited Partners; No Withdrawal 15 8.3 Activities of the General Partner 15 ACTIVE 203518680v.2 EFTA01093511  8.4 No Removal of General Partner 15 ARTICLE IX TRANSFER OF PARTNERSHIP IIVI I Rrisrs 16 9.1 Transfer by General Partner; Withdrawal 16 9.2 Transfer by Limited Partner 16 9.3 Requirements for Transfer 16 9.4 Substitution as a Limited Partner 17 9.5 Expenses of Transfer 17 ARTICLE X DISSOLUTION AND LIQUIDATION OF THE PARTNERSHIP 17 10.1 Dissolution 17 10.2 Winding Up Procedures 17 10.3 Final Distribution 18 10.4 Liquidating Trust 18 ARTICLE XI FINANCIAL ACCOUNTING, REPORTS, VOTING AND CONFIDENTIALITY 18 11.1 Financial Accounting; Fiscal Year 18 11.2 Supervision; Inspection Of Books 19 11.3 _Quarterly Reports 19 11.4 Annual Report; Financial Statements of the Partnership 19 11.5 Tax Returns and Information 19 11.6 Tax Matters Partner 19 11.7 Annual Meetings Error! Bookmark not defined.20 11.8 Voting 20 11.9 Confidential Information 20 ARTICLE XII VALUATION; ADVISORY COMMITTEE 21 12.1 Valuation 21 12.2 Advisory Committee 21 ARTICLE XIII OTHER PROVISIONS 22 13.1 Governing Law 22 13.2 Limitation of Liability of the Limited Partners 22 13.3 ERISA Partners 22 13.4 Private Foundation Partners 22 13.5 Exculpation. 23 13.6 Indemnification 23 13.7 Execution 24 13.8 Other Instruments and Acts 24 13.9 Binding Agreement 24 13.10 Notices 24 13.11 Power of Attorney 24 13.12 Amendment; Waiver 25 13.13 Entire Agreement 25 13.14 Titles; Subtitles 26 13.15 Partnership Name 26 13.16 Legal Counsel 26 13.17 Arbitration;Jurisdiction 26 13.18 S bap, 27 13.19 Interpretation 27 ARTICLE XIV CERTAIN DEFINITIONS 28 ACTIVE 2035/81030v.2 EFTA01093512  CONFIDENTIAL DRAFT SOLELY FOR INTENDED RECIPIENT CRYPTO CURRENCY PARTNERS II, LP LIMITED PARTNERSHIP AGREEMENT THIS LIMITED PARTNERSHIP AGREEMENT (this "Agnomens') is made and entered into as of October , 2014, by and among STEPHENS INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company (the "General Panne?) and the parties listed from time to time on the books and records of the Partnership as limited partners (the "Limited Partners"), who hereby form CRYPTO CURRENCY PARTNERS II, LP (the "PatInersh0"), pursuant to the provisions of the Delaware Revised Uniform Limited Partnership Act (the "Acs''). WITNESSETH: WHEREAS, the Partnership was formed pursuant to a Certificate of Limited Partnership executed by the General Partner and filed for recordation in the office of the Secretary of State of the State of Delaware dated as of August 6th, 2014. WHEREAS, the parties hereto have heretofore operated the Partnership under an oral partnership agreement (the "Formation Agreement") and desire to replace the Formation Agreement in full with this Agreement. NOW, THEREFORE, in consideration of the mutual promises and agreements herein made and intending to be legally bound hereby, the parties hereto agree to amend and restate the Formation Agreement in its entirety to read as follows: ARTICLE I NAME, PURPOSE AND OFFICES OF PARTNERSHIP 1.1 Name. The name of the Partnership is "Crypto Currency Partners II, LP". The affairs of the Partnership shall be conducted under the Partnership name or such other name as the General Partner may, in its discretion, determine. 1.2 Purpose. The purpose of the Partnership is to make investments ("Portfolio Investments") in privately held, early stage companies involved in the crypto currency industry (as broadly defined), as well as in other related industries, and in Crypto Currencies. The Partnership will have the power to do any and all acts necessary, appropriate, desirable, incidental or convenient to or for the furtherance of the purposes described in this Section 1.2, including any and all of the powers that may be exercised on behalf of the Partnership by the General Partner pursuant to this Agreement. In furtherance of these purposes, the Partnership may exercise all rights, powers, privileges, and other incidents of ownership or possession with respect to Portfolio Investments held or owned by the Partnership; enter into, make, and perform all contracts and other undertakings related to the foregoing; and engage in all related activities and transactions as may be necessary, advisable, or desirable to carry out the foregoing, as determined by the General Partner. 1.3 Principal Offices. The principal office of the Partnership is located at I Ferry Building, Suite 255, San Francisco, California 94111, or such other place or places as the General Partner may from time to time designate. ACTIVE 20351MS0v.2 CRYPT() CURRfiNCY PARritiRC II, LP Limited Patinenbip Armed—Page EFTA01093513  CONFIDENTIAL DRAFT SOLELY FOR INTENDED RECIPIENT 1.4 Registered Agent and Office. The name of the registered agent for service of process of the Partnership and the address of the Partnership's registered office in the State of Delaware is Incorporating Services, Ltd., 3500 South Dupont Highway, Dover, Delaware 19901 or such other agent or office in the State of Delaware as the General Partner may from time to time designate. ARTICLE II TERM OF PARTNERSHIP 2.1 Term. The term of the Partnership commenced upon the date of filing of the Certificate of Limited Partnership of the Partnership with the Secretary of State of Delaware and shall continue until the Partnership is dissolved pursuant to Section 10.1. 2.2 Events Affecting a Limited Partner. The death, temporary or permanent incapacity, insanity, incompetency, bankruptcy, liquidation, dissolution, reorganization, merger, sale of all or substantially all of the stock or assets of, or other change in the ownership or nature of a Limited Partner shall not dissolve the Partnership. 2.3 Events Affecting the General Partner. Except as described in Section 10.1(c), changes in the ownership or nature of the General Partner shall not cause the dissolution of the Partnership, and upon the happening of any such event, the affairs of the Partnership shall be continued automatically by a successor entity formed by the continuing members of the General Partner or by the remaining general partner(s) of the Partnership, if any. ARTICLE III NAME AND ADMISSION OF PARTNERS 3.1 Name And Address. The General Partner shall cause the books and records of the Partnership to be amended from time to time to reflect the addresses of the General Partner and each Limited Partner (the General Partner and the Limited Partners shall be referred to collectively as the "Partners" and individually as a "Parini?) and changes thereto and the transfer of Interests and changes in Capital Commitments that are accomplished in accordance with the provisions hereof. 3.2 Initial Closing Date; Admission Of Additional Partners. (a) Additional persons may be admitted as Limited Partners, or existing Limited Partners may increase their Capital Commitment to the Partnership (in each case, a "later- admitted Partin?) at one or more closings (each, a "Clueing, (i) at the General Partner's sole discretion at any time until the 6-month anniversary of the Initial Closing Date; (ii) with the consent of the General Partner and a Majority in Interest of the Limited Partners; or (iii) pursuant to Sections 4.3 or 9.4. (a) Each later-admitted Partner may be required to make a Capital Contribution of up to such later-admitted Partner's pro rota share, based on the Partners' respective Capital Commitments, of all Capital Contributions (other than Capital Contributions to pay the Management Fee described in Section 6.1 in respect of such Capital Commitments) made by earlier- admitted Partners (taking into account the Capital Commitments of other later-admitted Partners admitted at the applicable Closing and any distributions made to the earlier-admitted Partners) ("Catch-Up Contribution?). Catch-Up Contributions may (in the General Partner's discretion) be retained by the Fund, or distributed (in whole or in part) to the Partners in proportion to their Percentage Interests. Catch-Up Contributions distributed to Partners shall be added back to their CRYP7T) CURRENCY PAW:IV/MT II, LP Limited Patinersh0 Astrrment—Page 2 ACTIVE 20358111180v.2 EFTA01093514  CONFIDENTIAL DRAFT SOLELY FOR INTENDED RECIPIENT respective Unfunded Capital Commitments and be subject to recall by the General Partner pursuant to Article IV. (b) In addition to the foregoing, each later-admitted Partner will be required to make a Capital Contribution to the Fund equal to his, her or its allocable share of the Management Fee that otherwise would have been payable had the later-admitted Partner been admitted on the Initial Closing Date. All such amounts will be paid over to the General Partner (or its designee). (c) Each later-admitted Partner shall participate in all of the Partnership's Portfolio Investments and bear its share of all Organizational Expenses and Partnership Expenses in accordance with its Percentage Interest, as if such later-admitted Partner had been admitted as of the Initial Closing Date. The General Partner shall adjust the Percentage Interests of the Partners as necessary to take into account Capital Commitments from later-admitted Partners. (c1) Each additional person admitted as a Partner shall execute and deliver to the Partnership any document(s) deemed appropriate by the General Partner, including a counterpart of this Agreement. ARTICLE IV CAPITAL CONTRIBUTIONS, AND NONCONTRIBUTING PARTNERS 4.1 Capital Contributions Of The Limited Partners. (a) The General Partner may require each Partner to make one or more Capital Contributions in an amount equal to all or any portion of such Partner's Unfunded Capital Commitment by providing a written notice to such Partner pursuant to Section 4.1(b) (a "Capital Cat) prior to the date on which such Capital Contribution shall be due (the "Call Da/4 All Capital Contributions must be submitted by wire transfer or check in the form of cash; provided that the General Partner may permit Partners to contribute Crypto Currencies or other non-cash assets in the General Partner's discretion. The General Partner shall determine the value of any non-cash assets contributed in accordance with Section 12.1 as of the applicable Call Date; provided, that the value of any non-cash assets contributed by the General Partner pursuant to Section 4.2 shall be determined in accordance with that section. The Partnership may assess a special charge against the Partner contributing non-cash assets equal to the actual costs the Partnership incurs in connection with accepting such assets, including the costs of liquidating those assets, adjusting the Partnership's portfolio to accommodate them, or performing special tax-related accounting functions. Any such special charge may be assessed as of the Call Date on which the assets are contributed or as of the end of the Period in which the Partnership incurred them. Such special charge shall not be treated as a Capital Contribution and shall not reduce the contributing Partner's Unfunded Capital Commitment. Each Limited Partner's Capital Commitment may be used for all Partnership purposes permitted herein. Except as otherwise provided in Section 4.1(c) below, no Capital Calls shall be issued after the expiration of the Investment Period. (b) A Capital Call shall be in the form of a written notice given to all Partners in any manner permitted by Section 13.10 at least 10 Business Days before the Call Date, provided, that such prior written notice shall not be required in connection with any Capital Contribution to be made at a Closing. A Capital Call shall specify the dollar amount required to be contributed by the relevant Partner, and the Call Date, and each Limited Partner shall be required to make a Capital Contribution in the amount specified on that Call Date. The General Partner may amend, delay or rescind Capital Calls at any time prior to the relevant Call Date. The amendment, delay or rescission of a Capital Call shall not affect or abridge the right of the General Partner to issue any subsequent Capital Call. The General Partner will generally be entitled to determine each Partner's share of each CRMD CURAhNCY PARTNHRS 11, LP LadledPatinenbip Arming—Page 3 ACTIVE 20351MS0v.2 EFTA01093515  CONFIDENTIAL DRAFT SOLELY FOR INTENDED RECIPIENT Capital Call in its discretion; provided, that (for the avoidance of doubt, and notwithstanding anything to the contrary contained in this Agreement) no Partner will be required to contribute more than his, her or its Unfunded Capital Commitment in response to any Capital Call. In addition, the General Partner generally intends to "normalize" the Partners' Capital Contributions so that the aggregate amount of capital contributed by the Partners over the Investment Period will be in proportion to their respective Percentage Interests by the end of the Investment Period. Accordingly, any Partner who, as of any Call Date, has contributed aggregate amounts in excess of his, her or its Percentage Interest of all Capital Contributions previously made by the Partners may be excused (by the General Partner, in its discretion) from making additional Capital Contributions until that excess is eliminated; similarly, any Partner who has contributed less than his, her or its Percentage Interest of all such Capital Contributions may be required to make Capital Contributions in excess of his, her or its Percentage Interest until that shortfall is eliminated. (c) During the Harvesting Period, the General Partner may only issue Capital Calls for the purpose of: (1) paying ongoing Organizational Expenses, Partnership Expenses and liabilities, including the Management Fees (or the establishment of reserves for such amounts); (ii) making investments that are in process as of the end of the Investment Period; (ii) making follow-on investments in existing Portfolio Investments; or (iv) enabling the Partnership to acquire a Defaulting Partner's Interest pursuant to Section 4.2(b) below. The "Nanning Period' is the period commencing on the day after the expiration of the Investment Period and ending on the fourth anniversary thereafter; prodded, that such period may be extended for up to 12 months at the election of the General Partner, acting in its sole discretion, and for a further 12-month period with the consent of a Majority in Interest of the Limited Partners. 4.2 Capital Contributions Of The General Partner. The General Partner's Capital Commitment shall not be less than the lesser of: (i) 2.5% of the aggregate Capital Commitments of the Limited Partners; or (ii) $500,000. The General Partner intends to satisfy its Capital Commitment partially by making "in-kind" contributions of securities (in addition to cash) to the Partnership. These securities were acquired by the General Partner in private transactions prior to the date hereof, are illiquid, and will be valued at cost (i.e., at the price at which the General Partner acquired the securities, without regard to any deemed appreciation or depreciation in their fair market value). While the General Partner believes that valuing these securities at cost is reasonable, Limited Partners acknowledge that the General Partner has a conflict of interest in valuing such securities and that the contribution of such securities to the Partnership will not be at "arm's-length". By signing this Agreement, each Limited Partner shall be deemed to have consented to the foregoing. 4.3 Noncontributing Partners. (a) The Partnership shall be entitled to enforce the obligations of each Limited Partner to make cash contributions up to the total amount of such Limited Partner's Capital Commitment and to pay back distributions as required herein, and the Partnership shall have all remedies available at law or in equity in the event any such contribution or payment is not so made, including the right for the Partnership to apply proceeds that otherwise would be distributed to a noncontributing Limited Partner toward any delinquent contributions or required return of distributions (the "Default Amount'), or any costs or expenses described below. The Limited Partners agree that the Partnership's choice of remedies, including the remedies set forth in Sections 4.3(b) and 4.3(d) below, shall be at the General Partner's sole discretion and shall be binding upon the other Partners and the Partnership without any liability to the General Partner. A noncontributing Limited Partner may, at the General Partner's discretion, be required to pay all costs and expenses incurred by the Partnership in enforcing such Limited Partner's contribution obligation, including attorneys' fees. Amounts so paid pursuant to the immediately preceding sentence shall not be treated CRYPIDCURRIINCY PARTNERSII, LP Limited Patinersh0 Agrerment—Page 4 ACTIVE 20351ISSSOv.2 EFTA01093516  CONFIDENTIAL DRAFT SOLELY FOR INTENDED RECIPIENT as Capital Contributions and shall not reduce the noncontributing Partner's Unfunded Capital Commitment. (b) Without limiting any right of the Partnership pursuant to Section 4.3(a) above, if any Limited Partner fails to make any of the contributions or payments when due, the General Partner may, at its option, declare the Limited Partner to be in default (such event, an "Event of Default' and such Limited Partner, a "Defaulting Limited Panne?). The General Partner shall provide such Defaulting Limited Partner notice of its default, which may give rise to the consequences set forth in this Section 4.3(b) and Section 4.3(d). In such case, the General Partner, in its sole discretion, may elect one or more of the following remedies (or any combination thereon: CO cause the Defaulting Limited Partner to forfeit its right to participate in any Portfolio Investments made after the Event of Default; cause the Defaulting Limited Partner to transfer all of its Interest to one or more Non-Defaulting Partners selected by the General Partner, which have agreed to purchase such Interest, effective immediately, at a transfer price equal to the lesser of (A) 50% of such Defaulting Limited Partner's Capital Account or (B) 50% of the Fair Market Value of the Defaulting Limited Partner's Interest, determined by the General Partner in accordance with Section 12.1. In such case, the Defaulting Limited Partner shall be treated as having no further Interest, and shall no longer be a Limited Partner; (iii) cause the Defaulting Limited Partner to sell all of its Interest to one or more third parties at a price determined by the General Partner in its sole discretion to be fair and reasonable under the circumstances (which determination shall be final and binding on the Defaulting Limited Partner). Such Person or Persons shall, after executing such instruments and delivering such opinions and other documents as are in form and substance satisfactory to the General Partner, be admitted to the Partnership as a substituted Limited Partner or Partners with respect to such Interest, and shown as such on the books and records of the Partnership. In the case of a forced sale pursuant to this Section 4.3(b)(iii), the Defaulting Limited Partner shall be entitled to receive 50% of the proceeds of such forced sale, after deduction for any expenses incurred by the Partnership resulting from its default, and the Partnership shall be entitled to receive the remaining portion of such proceeds for distribution to the Non-Defaulting Partners in a fair and equitable manner as determined in good faith by the General Partner. After giving effect to any forced sale pursuant to this Section 4.3(b)(iii), the Defaulting Partner shall be treated as having no further Interest, and shall no longer be a Limited Partner; and/or (iv) cause the Defaulting Limited Partner to (x) forfeit up to 50% of its Capital Account balance and (y) limit any future distributions of Current Proceeds and Disposition Proceeds to the Defaulting Limited Partner to amounts attributable to that reduced Capital Account balance and any future Capital Contributions. The amount of the Capital Account balance forfeited (and the right to future distribution of Capital Proceeds and Disposition Proceeds attributable thereto) shall be reallocated to the Non-Defaulting Partners in accordance with their respective Percentage Interests. If the General Partner exercises its remedies under this Section 4.3(b)(iv) in respect of an Event of Default, the Defaulting Partner shall not be relieved of its obligation to make Capital Contributions subsequent to such Event of Default. (c) Any distribution or payment to a Defaulting Partner pursuant to Section 4.3(b) may, in the sole discretion of the General Partner, be made in cash, in the form of a promissory note of the Partnership (bearing no interest), or any combination thereof. CR Yin?) CURRENCY P/IRTNtiRf it LP Parinerthip Agatmott—Page 5 ACTIVE 20351MS0v.2 EFTA01093517  CONFIDENTIAL DRAFT SOLELY FOR INTENDED RECIPIENT (d) At any time after an Event of Default, the General Partner may, in its sole discretion, take any or all of the following actions with respect to the Default Amount: cause the Limited Partners to make additional Capital Contributions (not in excess of their Unfunded Capital Commitment) in proportion to their respective Percentage Interests to fund the Default Amount; cause the Partnership to borrow funds to cover the Default Amount (including from the General Partner); (iii) increase its own Capital Contribution to fund the Default Amount; or (iv) institute proceedings on behalf of the Partnership to recover the Default Amount, in which case the Defaulting Limited Partner shall be liable for all costs and expenses incurred by the Partnership in enforcing such the Default Amount, including attorneys fees. (e) If the General Partner elects to take the action specified in Section 4.3(d)(i), the General Partner shall make an additional Capital Call in accordance with Section 4.1 to the Non-Defaulting Partners. (0 Each Partner hereby agrees that the charging of expenses to a Defaulting Limited Partner and/or the buy-out or transfer of a Defaulting Limited Partner's Capital Account pursuant to the above provisions of this Section 4.3 represent liquidated and agreed upon current damages to the Non-Defaulting Partners for the default (it being agreed that it would be difficult to fix the actual damages to the Non-Defaulting Partners). Each Partner further agrees that the aforesaid liquidated damages provision constitutes reasonable compensation to the Partnership and its Non-Defaulting Partners for the additional risks and damages sustained by them when and if any Partner shall default on an obligation to pay any Capital Contribution when due. 4.4 Early Termination of the Investment Period. The General Partner at any time may terminate the Investment Period if, in the good faith judgment of the General Partner, changes in applicable law, regulation, case law, judicial or administrative order or decree or governmental license or permit, or any interpretation thereof by any governmental or regulatory authority or court of competent jurisdiction, or in business conditions, make such termination necessary or advisable in the interests of the Partnership or any of the Partners. ARTICLE V CAPITAL ACCOUNTS AND ALLOCATIONS OF PROFITS AND LOSSES 5.1 Capital Accounts. (a) A separate capital account (the "Capital Amount') shall be established and maintained for each Partner. The Capital Account of each Partner shall be credited with such Partner's Capital Contributions to the Partnership, all Profits allocated to such Partner pursuant to Section 5.2 and any items of income or gain that are specially allocated pursuant to Section 5.3 or otherwise pursuant to this Agreement; and shall be debited with all Losses allocated to such Partner pursuant to Section 5.2, any items of loss or deduction of the Partnership specially allocated to such Partner pursuant to Section 5.3 or otherwise pursuant to this Agreement, and all cash and the Adjusted Asset Value of any property (net of liabilities assumed by such Partner and the liabilities to which such property is subject) distributed by the Partnership to such Partner. To the extent not provided for in the preceding sentence, the Capital Accounts of the Partners shall be adjusted and CRYPID CURRENCY PARTicnat 11,1.P Limited Patinersh0 Astroment—Page 6 ACTIVE 20351ISSSOv.2 EFTA01093518  CONFIDENTIAL DRAFT SOLELY FOR INTENDED RECIPIENT maintained in accordance with the rules of Treasury Regulations Section 1.704-1(b)(2)(iv), as the same may be amended or revised, and the provisions of this Agreement shall be interpreted consistently therewith; provided, however that such adjustment and maintenance does not have a material adverse effect on the economic interests of the Partners. Any references in any section of this Agreement to the Capital Account of a Partner shall be deemed to refer to such Capital Account as the same may be credited or debited from time to time as set forth above. In the event of any transfer of any Interest in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Interest. (b) Except as may arise solely by reason of the operation of Section 13.6(b), no Partner shall be required to pay to the Partnership or to any other Partner the amount of any negative balance that may exist from time to time in such Partner's Capital Account, including at the time of liquidation of the Partnership. 5.2 Allocation of Profit and Loss. Except as otherwise provided in this Agreement, Profits and Losses (and, to the extent necessary, individual items of income, gain, loss and deduction) for any Fiscal Period shall be allocated among the Partners in a manner such that the Capital Account of each Partner, immediately after making such allocation and after taking into account amounts specially allocated pursuant to Section 5.3 or any other provision of this Agreement, is, as nearly as possible, equal (proportionately) to (i) the distributions that would be made to such Partner pursuant to Section 7.5 if the Partnership were dissolved, its affairs wound up and its assets sold for cash equal to their Adjusted Asset Value, all Partnership liabilities were satisfied (limited with respect to each nonrecourse liability to the Adjusted Asset Value of the assets securing such liability), and the net assets of the Partnership were distributed in accordance with Section 7.5 to the Partners immediately after making such allocation, minus (ii) such Partner's share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain, computed immediately prior to the hypothetical sale of assets. The General Partner shall be entitled to adjust the allocations of Profits and Losses (and items thereof) to take into account any of the economic provisions of this Agreement, including the timing and amount of actual distributions to the Partners; provided, however that any such adjustment shall not affect the amount distributable to a Partner pursuant to this Agreement. 5.3 Special Allocations. Notwithstanding the foregoing, the allocations provided in this Article V shall be subject to the following exceptions: (a) Minimum Gain Chtngeback. Notwithstanding any other provision in this Article V, if there is a net decrease in Partnership Minimum Gain or Partner Nonrecourse Debt Minimum Gain (determined in accordance with the principles of Treasury Regulations Sections 1.704-2(d) and 1.704-2(0) during any Partnership taxable year, the Partners shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in an amount equal to their respective shares of such net decrease during such year, determined pursuant to Treasury Regulations Sections 1.704-2(g) and 1.704-20)(5). The items to be so allocated shall be determined in accordance with Treasury Regulations Section 1.704-2(f). This Section 5.3(a) is intended to comply with the minimum gain chargeback requirements in such Treasury Regulations Sections and shall be interpreted consistently therewith; including that no chargeback shall be required to the extent of the exceptions provided in Treasury Regulations Sections 1.704-2M and 1.704-20)(4). (b) _Qualified Income ()pet. In the event any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulation Section 1.704- 1(b)(2)(ii)(d)(4), (5) or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate the deficit balance in his Capital Account CR177I7 CURAhNCY PARTNI9175 11,1-P Limited Patinetthip Agennestt—Page 7 ACTIVE 20351MS0v.2 EFTA01093519  CONFIDENTIAL DRAFT SOLELY FOR INTENDED RECIPIENT created by such adjustments, allocations or distributions as promptly as possible. This Section 5.3(b) is intended to comply with the "qualified income offset" requirement in such Regulation section shall be interpreted consistently therewith. (c) Gross Income Allocation. In the event any Partner has a deficit Capital Account at the end of any Fiscal Period that is in excess of the sum of: (i) the amount such Partner is obligated to restore, if any, pursuant to any provision of this Agreement; and (ii) the amount such Partner is deemed to be obligated to restore pursuant to the penultimate sentences of Treasury Regulations Section 1.704-2(g)(1) and 1.704-2®(5), each such Partner shall be specially allocated items of Partnership income and gain in the amount of such excess as quickly as possible; provided, however that an allocation pursuant to this Section 5.3(c) shall be made only if and to the extent that a Partner would have a deficit Capital Account in excess of such sum after all other allocations provided for in this Section 5.3(c) have been tentatively made as if Section 5.3(b) and this Section 5.3(c) were not in this Agreement. (c0 Nonrecourse Deductions. Nonrecourse Deductions shall be allocated to the Partners in proportion to their Capital Contributions with respect to the related Portfolio Investment. (e) Partner Nontreourre Deductions. Partner Nonrecourse Deductions for any Fiscal Period shall be allocated to the Partner who bears the economic risk of loss with respect to the liability to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulations Section 1.704-2(j). (0 Curative Allocations. If any special allocations are made under Sections 5.3(a), (13), (c), (d), or (e) (the "Regulatory Allocation!) the General Partner may take such Regulatory Allocations into account in making subsequent allocations of Profits or Losses (or items thereof), and may make such further special allocations as may be necessary or appropriate so as to prevent such Regulatory Allocations from distorting the manner in which Partnership distributions will be divided among the Partners pursuant to this Agreement. (g) General Partner Expenses. To the extent, if any, that General Partner Expenses and any items of loss, expense or deduction resulting therefrom are deemed to constitute items of Partnership loss or deduction rather than items of loss or deduction of the General Partner, such General Partner Expenses and other items of loss, expense or deduction shall be allocated 100% to the General Partner. (h) Payee Allocation. In the event any payment to any person that is treated by the Partnership as the payment of an expense is recharacteri2.ed by a taxing authority as a Partnership distribution to the payee as a partner, such payee shall be specially allocated an amount of Partnership gross income and gain as quickly as possible equal to the amount of the distribution. 5.4 Income Tax Allocations. (a) Except as otherwise provided in this Section 5.4 or as otherwise required by the Code and the rules and Treasury Regulations promulgated thereunder, a Partner's distributive share of Partnership income, gain, loss, deduction, or credit for income tax purposes shall be the same as the adjustments to the Partner's Capital Account pursuant to this Agreement. (b) In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss and deduction with respect to any asset contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account CRYPT?) CURRENCY PARTIVERT11,1, Limited Patinersh0 Averment—Page 8 ACTIVE 20351SSSOv.2 EFTA01093520  CONFIDENTIAL DRAFT SOLELY FOR INTENDED RECIPIENT of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its initial Adjusted Asset Value, using any method under Treasury Regulation 1.704- 3 as the General Partner determines to be fair and reasonable. (c) In the event the Adjusted Asset Value of any Partnership asset is adjusted pursuant to the terms of this Agreement, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Adjusted Asset Value in the same manner as under Code Section 704(c) and the Treasury Regulations thereunder, in a manner that the General Partner determines to be fair and reasonable. (c1) No Partner shall file a notice with the Internal Revenue Service under Section 6222(b) of the Code in connection with such Partner's intention to treat an item on such Partner's federal income tax return in a manner which is inconsistent with the treatment of such item on the Partnership's federal income tax return unless such Partner has, not less than 30 days prior to the filing of such notice, provided the tax matters partner with a copy of the notice and thereafter in a timely manner provides such other information related thereto as the tax matters partner shall reasonably request. (e) All matters concerning the determination and allocation among the Partners of the amounts to be determined and allocated pursuant to this Agreement, including the items of income, gain, deduction, loss and credit to be determined and allocated pursuant to Sections 5.2, 5.3 and 5.4, and including the taxes thereon and accounting procedures applicable thereto, shall be determined by the General Partner unless specifically and expressly otherwise provided for by the provisions of this Agreement, and such determinations and allocations shall be final and binding on all the Partners. 5.5 Tax Elections. Each Limited Partner hereby agrees and covenants that it shall not make an election under Code Section 732(4) with respect to property distributed to it by the Partnership without the prior written consent of the General Partner. The General Partner may, but shall not be obligated to, cause the Partnership to make an election under Code Section 754 or an election to be treated as an "electing investment partnership" within the meaning of Code Section 743(e) or any other election for the Partnership as determined in the General Partner's sole discretion. If the Partnership elects to be treated as an electing investment partnership, each Limited Partner shall (a) reasonably cooperate with the Partnership to maintain such status, (b) not take any action that would be inconsistent with such election, (c) provide the General Partner with any information necessary to allow the Partnership to comply with its obligations under Sections 734 or 743 of the Code and its tax reporting and other obligations as an electing investment partnership and (cl) provide the General Partner and such limited Partner's transferee, promptly upon request, with the information required to be furnished to the Partnership or such transferee, including such information as is necessary to enable the Partnership and such transferee to compute the amount of losses disallowed under Code Section 743(e), but in no event shall such Limited Partner be required to provide such information prior to its receipt of its Schedule K-1 for such taxable year, except to the extent of information, if any, required by the Partnership to complete its Schedule K-Is. Regardless whether the Partnership makes the election to be an electing investment partnership, promptly upon request, each Limited Partner shall provide the General Partner with any information related to such Partner necessary to allow the Partnership to (i) make any tax basis adjustments under Sections 734 or 743 of the Code (in the event the General Partner makes a Code Section 754 election) and (ii) to comply with any other tax reporting ob