EFTA00803788.pdf

DocuSign Envelope ID: 2D7146FF-2840-4036.8DDA-07E09F769640 AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF !ANGELS TECHNOLOGIES, L.P. DATED AS OF SEPTEMBER 1, 2016 EFTA00803788 DocuSign Envelope ID: 2D7146FF-2840-4036.8DDA.07ED9F769640 CONTENTS Clause Page I. FORMATION OF THE PARTNERSHIP 1 2. DEFINITIONS 5 3. CAPITAL CONTRIBUTIONS 13 4. ALLOCATION OF NET INCOME AND NET LOSS 14 5. DISTRIBUTIONS 17 6. BOOKS OF ACCOUNT. RECORDS AND REPORTS. FISCAL YEAR 19 7. POWER. RIGHTS AND DUTIES OF THE LIMITED PARTNERS 19 8. POWERS, RIGHTS AND DUTIES OF THE GENERAL PARTNER 20 9. TRANSFERS OF INTEREST BY LIMITED PARTNERS 24 10. PREEMPTIVE RIGHTS 27 11. TERMINATION OF PARTNERSHIP: LIQUIDATION AND DISTRIBUTION OF ASSETS 29 12. NOTICES AND VOTING 32 13. AMENDMENT OF AGREEMENT 33 14. MISCELLANEOUS 35 EFTA00803789 DocuSign Envelope ID: 2D7 46FF-2840-40a6-8DDA-07ED9F769640 This AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT of iAngels Technologies, L.P., a Delaware limited partnership (the "Partnership") is entered into as of September I, 2016, by and among (i) iAngels Crowd Ltd., as general partner (the "Initial General Partner"), (ii) Shelly Hod Moyal and Mor Assia as limited partners (the "Initial Limited Partners"), and (iii) each other Person who after the date hereof becomes a Partner of the Partnership. RECITALS WHEREAS, the Partnership was formed by the Initial General Partner and the Initial Limited Partners pursuant to a limited partnership agreement (the "Initial LPA") and the filing of a Certificate of Limited Partnership of the Partnership with the Office of the Secretary of State of Delaware on July 14, 2016; and WHEREAS, the Initial General Partner and the Initial Limited Partners wish to amend and restate the Initial LPA in its entirety; and WHEREAS, it is intended that the Partnership may have one or more separate Series pursuant to Section 17-218 of the Act, and that the books and records and assets of such Series shall be separate and distinct from the Partnership or any other Series of the Partnership and that any debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series will be enforceable against the assets of such Series only or a general partner associated with such Series, and not against the assets of the Partnership generally, any general partner not associated with such Series, or any other Series; and WHEREAS it is further intended that no debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Partnership shall be enforceable against the assets of any Series or a general partner associated with any Series. AGREEMENT NOW, THEREFORE, in consideration of the promises and covenants contained herein, the parties hereto agree to amend and restate the Initial LPA to read in its entirety as follows: I. FORMATION OF THE PARTNERSHIP 1.1 Formation of the Partnership The Partnership was formed as a Delaware series limited partnership under the Act by the filing of the Certificate with the Office of the Secretary of State of Delaware on July 14, 2016. The Partnership shall accomplish all filing, recording, publishing and other acts necessary or appropriate for compliance with all requirements for operation of the Partnership as a limited partnership under this Agreement and the Act and under all other laws of the State of Delaware and such other jurisdictions in which the Partnership determines that it may conduct business. Each Limited Partner admitted to the Partnership as a Limited Partner of a particular Series by the General Partner shall promptly execute all Subscription Documents and other relevant certificates and other documents as the General Partner shall request. -1- EFTA00803790 DocuSign Envelope ID: 2D7 46FF-2840-40a6-8DDA-07ED9F769640 1.2 Name The name of the Partnership is iAngels Technologies, L.P., as such name may be modified from time to time by the General Partner as it may deem advisable. 1.3 Business of the Partnership Subject to the limitations on the activities of the Partnership otherwise specified in this Agreement, the purpose and business of the Partnership shall be the conduct of any business or activity that may be conducted by a limited partnership organized pursuant to the Act, including, but not limited to, investing in, holding, selling and otherwise dealing in Securities. 1.4 Location of Principal Place of Business The location of the principal place of business of the Partnership shall be at 18 Rothschild Boulevard, Tel-Aviv, Israel, or such other location as may be determined by the General Partner. In addition, the Partnership may maintain such other offices as the General Partner may deem advisable at any other place or places within or without the State of Delaware. 1.5 Registered Agent The registered agent for the Partnership shall be PHS Corporate Services, Inc. and its address is 1313 N. Market Street, Suite 5100, Wilmington, DE 19801, or such other registered agent as the General Partner may designate from time to time. 1.6 Term The term of the Partnership commenced on the date of filing of the Certificate, and shall be perpetual unless the Partnership is earlier dissolved and terminated in accordance with the provisions of this Agreement. 1.7 Establishment of Series (a) General The General Partner shall have full power and authority in its sole discretion, from time to time, to establish one or more Series, the Interests in each of which shall be separate and distinct from the Interests in any other Series. Unless otherwise expressly stated herein, references to the Partnership shall be deemed to include references to each Series, as applicable. In connection with the establishment of a Series hereunder, the General Partner may, in its sole discretion and without obtaining the consent, vote or other approval of the Limited Partners: (i) issue Interests without limitation to such Persons and for such amount and type of consideration, including cash or Securities, at such time or times and on such terms as the General Partner may deem appropriate, (ii) establish and designate and fix such preferences, voting powers, rights, duties and privileges and business purpose of each Series as the General Partner may from time to time determine, which preferences, voting powers, rights, duties and privileges may be different from any 2 EFTA00803791 DocuSign Envelope ID: 2D7 46FF-2840-40a6-8DDA-07ED9F769640 existing Series and shall be limited to specified property or obligations of the Partnership or profits and losses associated with specified property or obligations of the Partnership, and (iii) divide or combine the Interests of any Series into a greater or lesser number without thereby materially changing the proportionate beneficial interest of the Interests of such Series in the assets held with respect to that Series. The relative rights and preferences of any Series established by the General Partner will be as set forth herein and/or, to the extent necessary, in a Series Addendum relating thereto. The Interests of any Series that may from time to time be established and designated by the General Partner shall (unless the General Partner otherwise determines with respect to some further Series at the time of establishing and designating the same) have the relative rights and preferences set out in this Clause 1.7. (b) Assets Belonging to Series All consideration received by the Partnership for the issue or sale of Interests of a particular Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall be held for the benefit of the Limited Partners who have Interests in that Series and shall irrevocably belong to that Series for all purposes, subject only to the rights of creditors of such Series, shall be so recorded upon the books of account of the Partnership and shall be held and accounted for separately from the assets of each other Series as provided in Article 17-218(b) of the Act. Such consideration, assets, income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds, in whatever form the same may be, are herein referred to as "assets belonging to" that Series. In the event that there are any assets, income, earnings, profits and proceeds thereof, funds or payments which are not readily identifiable as assets held with respect to any particular Series (collectively "General Assets"), the General Partner shall allocate such General Assets to, between or among any one or more of the Series in such manner and on such basis as the General Partner, in its sole discretion, deems fair and equitable, and any General Assets so allocated to a particular Series shall thereupon be held with respect to that Series and be deemed assets belonging to such Series. Each such allocation by the General Partner shall be conclusive and binding upon the Limited Partners of all Series for all purposes. Separate and distinct records shall be maintained for each Series and the assets held with respect to each Series shall be held and accounted for separately from the assets held with respect to all other Series and the General Assets of the Partnership not allocated to such Series. No Series shall have any right to or interest in the assets belonging to any other Series, and no Limited Partners shall have any right or interest with respect to the assets belonging to any Series in which it does not have an Interest. The General Partner shall invest the assets belonging to each Series in accordance with the investment objective such Series. 3 EFTA00803792 DocuSign Envelope ID: 2D7 46FF-2840-40a6-8DDA-07ED9F769640 (c) Liabilities Belonging to Series The assets belonging to each particular Series shall be charged with the liabilities of that Series and all expenses, costs, charges and reserves attributable to that Series. The debts, liabilities, expenses, costs, charges and reserves so charged to a Series are herein referred to as "liabilities belonging to" that Series. Separate and distinct records shall be maintained for the liabilities belonging to each Series. (d) Voting Except as otherwise required by the Act, the Limited Partners shall not be entitled to participate in the management of the affairs of the Partnership and shall not be entitled to vote on any matter whatsoever. (e) Liabilities of Series In accordance with Article 17-218(b) of the Act, liabilities belonging to a Series shall be enforceable against the assets of such Series only or a general partner associated with such Series, and not against the assets of the Partnership generally, any general partner not associated with such Series, or any other Series., and none of the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to the Partnership generally or any other Series shall be enforceable against the assets of such Series or the general partner associated with such Series. Notice of the foregoing limitation on liabilities of a Series shall be set forth in the Certificate or in an amendment thereto made prior to the issuance of any Interests in a Series. (1) Ownership of Interests A Limited Partner may be a partner of the Partnership and/or one or more Series, provided that any Limited Partner admitted to a Series will not, solely by virtue of such admission in the newly created Series, also become a Limited Partner of the Partnership. The terms of each Series shall be as set forth in a separate Series Addendum establishing such Series and provided to the Limited Partners of the series. To the extent certain portions are not included in a separate Series Addendum, the terms of this Agreement shall control. The ownership of Interests shall be recorded and reflected on the books of the Partnership or of a transfer or similar agent for the Partnership, which books shall be maintained separately for the Interests of each Series and, unless otherwise determined by the General Partner, shall not be evidenced by a certificate. In the event the General Partner shall determine to issue certificates evidencing the ownership of Interests, such certificates shall be in such form as the General Partner shall determine. The General Partner may make such rules as it considers appropriate for the issuance of such certificates, if any, the transfer of certificates and similar matters. The record books of the Partnership as kept by the Partnership or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Limited Partners of each Series and as to the Interests of each Series held from time to time by each Limited Partner. 4 EFTA00803793 DocuSign Envelope ID: 2D7 46FF-2840-40a6-8DDA-07ED9F769640 (g) Tax Status of Partnership The General Partner shall treat each Series as a separate partnership for all federal and, to the extent permitted by law, state and local income tax purposes. (h) Record of Capital Contributions The name and mailing address of each Limited Partner and the Capital Contribution by each Limited Partner shall be listed in the books and records of each Series. 2. DEFINITIONS 2.1 Definitions. The following terms used in this Agreement shall have the following meanings. "Acceptance Notice" has the meaning set forth in Clause 10.2(b). "Accounting Period" means each period that begins, initially, on the date the Partnership is formed, and thereafter, at the opening of business on the day immediately following an Adjustment Date and ends at the close of business on the next succeeding Adjustment Date or the date on which the Partnership is terminated. "Act" means the Delaware Revised Uniform Limited Partnership Act, 6 Del. Code §17- 101 et seq., as in effect on the date hereof and as it may be amended hereafter from time to time. "Additional Limited Partner" has the meaning set forth in Clause 8.9. "Adjusted Capital Account," at any time, shall equal the Limited Partner's Capital Account at such time (x) increased by the sum of (A) the amount of the Limited Partner's share of partnership minimum gain (as defined in Treasury Regulation section § 1.704-2(g)(1) and (3)) and (B) the amount of the Limited Partner's share of partner nonrecourse debt minimum gain (as defined in Treasury Regulation section § 1.704-2(i)(5)) and (C) any amount of the deficit balance in its Capital Account that the Limited Partner is obligated to restore on liquidation of the Partnership pursuant to Treasury Regulation section § 1.704-1(b)(2)(ii)(c) and (y) decreased by reasonably expected adjustments, allocations and distributions described in Treasury Regulation section § 1.704-1(b)(2)(ii)(d)(4), (5) and (6). This definition shall be interpreted consistently with Treasury Regulation section § 1.704-1(b)(2)(ii)(d). "Adjustment Date" means, with respect to each Series (unless otherwise specified in the relevant Series Addendum) (i) the last day of each Fiscal Year, (ii) the date immediately preceding the effective date of the admission of an Additional Limited Partner or the acceptance of an additional Capital Contribution by an existing Limited Partner, (iii) the effective date of any withdrawal pursuant to Clause 5, (iv) the date on which the Partnership dissolves or (v) any other date that the General Partner shall determine, but only, in the case of clauses (ii) and (iii) above, if treating such date as an Adjustment Date would result in the Capital Account Percentage of any Capital Account on the first day of the Accounting Period 5 EFTA00803794 DocuSign Envelope ID: 2D7 46FF-2840-40a6-8DDA-07ED9F769640 beginning on the day following such Adjustment Date differing from its Capital Account Percentage on the first day of the immediately preceding Accounting Period. "Affiliate" of another Person means any Person directly or indirectly Controlling, Controlled by or under common Control with such other Person. For purposes of the foregoing, "Control" means the possession, directly or indirectly, of the power to direct the management or policies of a Person, whether through ownership or voting of securities, by contract or otherwise. In no event shall any Limited Partner or any of its Affiliates be deemed to be an Affiliate of any other Limited Partner or any of its Affiliates (other than the Partnership) solely by reason of such Limited Partner's control of the Partnership. "Agreement" means this Limited Partnership Agreement, as amended, modified or supplemented from time to time. "Book Value" means, with respect to any asset of the Partnership or any Series as of any date, such asset's adjusted basis for federal income tax purposes as of such date, except that (i) the initial Book Value of an asset contributed by a Limited Partner to the Partnership or any Series shall be the Value of such Partnership asset on the date of such contribution and (ii) the Tax Matter Partner may adjust the Book Value of the assets of any Series or the Partnership as permitted by Regulations § 1.704-1(b)(2)(iv)(f) but only if such adjustments are deemed necessary or appropriate by the Tax Matters Partners to reflect the relative economic interests of the Partnership or Series. In the case of any asset that has a Book Value that differs from its adjusted tax basis, Book Value shall thereafter be adjusted by the depreciation, cost recovery and amortization attributable to such asset assuming that the adjusted basis of such asset was equal to its Book Value determined pursuant to the methodology described in Regulation § 1.704-1(b)(2)(iv)(g)(3) or Regulation § 1.704-3(d)(2), as appropriate. "Business Day" means any day other than a Saturday, Sunday or a day on which commercial banks are authorized or required to close in New York City, New York or in the State of Israel. "Capital Account" of each Limited Partner with respect to each Series, means the account established and maintained for such Limited Partner with respect to such Series on the books of the Partnership in compliance with Treasury Regulation section §§ 1.704-1(b)(2)(iv) and 1.704-2, as amended. Subject to the preceding sentence, each Limited Partner's Capital Account balance shall initially equal the amount of cash and the Contribution Value of any other property contributed by such Limited Partner to such Series, which initial Capital Account balance is set forth opposite such Limited Partner's name under the heading "Initial Capital Account Balance" on its signature page hereto. Throughout the term of the Partnership, each Capital Account with respect to each Series will be (i) increased by the amount of (A) income and gains allocated to such Capital Account pursuant to Clause 4 (Allocation of Net Income and Net Loss), (B) the amount of any cash and the Contribution Value of any other property subsequently contributed by such Limited Partner to such Series, and (C) the amount of liabilities of the Series assumed by such Limited Partner or that are secured by any property distributed to such Limited Partner, and (ii) decreased by the amount of (A) losses and deductions allocated to such Capital Account pursuant to Clause 4 (Allocation ofNet Income and Net Loss), (B) the amount of cash and the Distribution Value of any other property distributed or transferred by the Partnership from such Series to such Limited Partner pursuant to Clauses 3 (Capital Contributions), 5 (Distributions) or II (Resignation ofLimited Partners; 6 EFTA00803795 DocuSign Envelope ID: 2D7 46FF-2840-40a6-8DDA-07ED9F769640 Termination of Partnership; Liquidation and Distribution of Assets), and (C) the amount of any liabilities of the Limited Partner assumed by such Series or that are secured by any property contributed to the Series by such Limited Partner. "Capital Account Percentage" means, with respect to each Capital Account on each day during any Accounting Period, the percentage determined by dividing the balance of such Capital Account with respect to such Series as of the beginning of such Accounting Period by the aggregate balances of all Capital Accounts with respect to such Series as of the beginning of such Accounting Period. "Capital Contribution" means a contribution to the capital of any Series, or, if the context requires, the total amount of money contributed to the capital of any Series by a Limited Partner, as applicable, which shall rank pro raw and pail passe as to any other Capital Contribution of any Limited Partner. "Carried Interest" means an amount payable to the General Partner (and/or to such other party set forth in the Series Addendum) from the Exit Proceeds distributable to a Limited Partner under the terms of the relevant Series Addendum. "Certificate" means the Certificate of Limited Partnership of the Partnership, as amended, modified or supplemented from time to time. "Code" means the Internal Revenue Code of 1986, as amended from time to time (or any succeeding law). "Contribution Value" means the Value of any property (net of liabilities secured by such property that such Series is treated as assuming or taking) contributed by a Limited Partner to a Series. "Control" has the meaning set forth in the definition of "Affiliate" in this Clause 2.1. "Depreciation" means, for each Accounting Period, an amount equal to the depreciation, amortization or other cost recovery deduction allowable for U.S. federal income tax purposes with respect to an asset for such Accounting Period; provided, however, that if the Book Value of an asset differs from its adjusted basis for U.S. federal income tax purposes at the beginning of such Accounting Period, Depreciation shall be an amount that bears the same ratio to such beginning Book Value as the U.S. federal income tax depreciation, amortization or other cost recovery deduction with respect to such asset for such Accounting Period bears to such beginning adjusted tax basis; provided, further, that, if the adjusted basis for U.S. federal income tax depreciation, amortization or other cost recovery deduction for such Accounting Period is zero, Depreciation shall be determined with reference to such beginning Book Value using any reasonable method selected by the General Partner. "Distribution Value" means the Value of an asset of a Series distributed to a Limited Partner from such Series by the Partnership (net of liabilities secured by such distributed asset that such Limited Partner is treated as assuming or taking). "ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder. 7 EFTA00803796 DocuSign Envelope ID: 2D7 46FF-2840-40a6-8DDA-07ED9F769640 "Exercise Period" has the meaning set forth in Clause 10.2(b). "Exit Event" means an event that terminates the equity interests of the relevant Series in a Portfolio Company. "Exit Proceeds" means the proceeds the relevant Series receives as a result of an Exit Event. "Expenses" means, for the purposes of Clause 3.1 (Capital Contributions): (i) all properly incurred operational costs (with VAT and any other applicable tax thereon), legal and auditors' fees (with VAT any other applicable tax thereon), stationary, facsimile and telephone costs and other fees or expenses payable to administer and to maintain the Partnership or any Series in existence, duly registered, and able to duly perform the business of the Partnership from time to time pursuant to Clause 1.3 (Business of the Partnership), and (ii) expenses (other than placement agent fees) incurred in connection with the offering and sale of interests in the Partnership or any Series. "Fiscal Year" has the meaning set forth in Clause 6.3. "General Assets" has the meaning set forth in Clause 1.7(b). "General Liabilities" has the meaning set forth in Clause 1.7(c). "General Partner" means the Initial General Partner, and any other Person admitted to the Partnership as a general partner following the date hereof in accordance with Clause 8.8. "Carried Interest" means the aggregate Carried Interest (as defined in the applicable Series Addendum) payable to the General Partner of the Series (and/or to such other party set forth in the Series Addendum) upon an Exit Event. "Indemnified Party" has the meaning set forth in Clause 8.7(a). "Initial General Partner" means initially iAngels Crowd Ltd., and any successor to the entire interest in the Partnership of an Initial General Partner. "Initial Limited Partners" has the meaning set forth in the Preamble, as limited partners of the Partnership generally. "Interest" means the entire ownership interest of a Limited Partner in any Series, as applicable, at any particular time, including, without limitation, such Limited Partner's interest in the capital, profits and losses from, and in any distributions of any Series. "Issuance Notice" has the meaning set forth in Clause 10.2(a). "Liquidator" has the meaning set forth in Clause 11.3(b). "Limited Partner" of a Series means each of the Persons listed from time to time on the books and records of the Partnership with respect to such Series as a Limited Partner of such 8 EFTA00803797 DocuSign Envelope ID: 2D7 46FF-2840-40a6-8DDA-07ED9F769640 Series that is a signatory to this Agreement, as well as each Substituted Limited Partner and each Additional Limited Partner, and, solely with respect to those provisions of this Agreement concerning a Limited Partner's rights to receive a share of capital, profits or distributions in respect of such Series, any Transferee of a Limited Partner's Interest in Series (it being understood that a Transferee who is not admitted as a Substituted Limited Partner of a Series hereunder shall have only those rights specified by the Act that are consistent with this Agreement). "Net Income" and "Net Losses" means, for each Accounting Period, an amount equal to each Series' taxable income or loss for such Accounting Period, determined in accordance with Code Section 703(a) (for these purposes, all items of income, gain, loss, or deduction required to be stated separately pursuant to Code Section 703(a)(I) shall be included in taxable income or loss), with the following adjustments: (a) any income of the applicable Series that is exempt from federal income tax and not otherwise taken into account in computing Net Income or Net Losses pursuant to this definition shall be added to such taxable income or loss; (b) any expenditures of the applicable Series described in Code Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant to Treasury Regulation section §1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Net Income or Net Losses pursuant to this definition, shall be subtracted from such taxable income or loss; (c) in the event the Book Value of any Series asset is adjusted pursuant to subsection (ii) of the definition of "Book Value" above, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Net Income or Net Losses; (d) gain or loss resulting from any disposition of an asset with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Book Value of the asset disposed of, notwithstanding that the adjusted tax basis of such asset differs from its Book Value; (e) in lieu of the depreciation, amortization, and other cost recovery deductions taken into account in computing such taxable income or loss, there shall be taken into account Depreciation for such Accounting Period; to the extent an adjustment to the adjusted tax basis of the applicable Series asset pursuant to Code Section 734(b) or Code Section 743(b) is required pursuant to Treasury Regulation sections §1.704-(b)(2)(iv)(m)(2) or (4) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Limited Partner's interest in the Series, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases the basis of the asset) from the disposition of the asset and shall be taken into account for purposes of computing Net Income and Net Losses; and 9 EFTA00803798 DocuSign Envelope ID: 2D7 46FF-2840-40a6-8DDA-07ED9F769640 (g) notwithstanding any other provision of this definition, any items which are specially allocated pursuant to Clause 4.3 hereof shall not be taken into account in computing Net Income and Net Losses. "New Interests" means, with respect to each Series, any additional ownership interests that are granted in such Series. "Non-Exercising Limited Partner" has the meaning set forth in Clause 10.2(b). "Over-allotment Exercise Period" has the meaning set forth in Clause 10.2(b). "Partner" means the any General Partner or Limited Partner. "Partnership" has the meaning set forth in the Preamble. "Percentage Interest" with respect to each Limited Partner means the "Percentage Interest" in a Series set forth on such Limited Partner's signature page hereto. "Person" means any individual, partnership, limited liability company, association, corporation, trust or other entity. "Portfolio Company" means a legal entity in which a Series invests. "Preemptive Limited Partner" means, with respect to each Series, all the Limited Partners of such Series. "Securities" means any foreign or domestic "securities," as defined in Section 2(1) of the Securities Act of 1933, as amended, or Section 3(a)(10) of the Securities Exchange Act of 1934, as amended, and shall include common or preferred stocks, limited partnership interests, investment contracts, certificates of deposit, trade acceptances and trade claims, convertible securities, fixed income securities, notes or other evidences of indebtedness of other Persons, warrants, rights, synthetic securities, put and call options on any of the foregoing, other options related thereto, interests or participations therein or any combination of any of the foregoing. "Series" means each separate Series of Interests in the Partnership, and the assets and liabilities represented thereby, established by the General Partner pursuant to Clause 1.7, each of which shall be separate and distinct from any other Series. "Series Addendum" means each addendum to this Agreement that covers terms specific to a particular Series, each of which shall be part of this Agreement. "Subscription Documents" means the documents that the General Partner shall require each Person to execute in order to be admitted as a Limited Partner of a Series. "Substituted Limited Partner" means any Person admitted to the Partnership as a substituted Limited Partner pursuant to the provisions of Clause 9 (Transfers of Interest by Limited Partners). "Tax Matters Partner" has the meaning set forth in Clause 8.6. 10 EFTA00803799 DocuSign Envelope ID: 2D7 46FF-2840-40a6-8DDA-07ED9F769640 "Transaction/Management Fee" as for each Limited Partner, is the Transaction Fee or Management Fee set forth in the applicable Series Addendum. "Transfer," "Transferee" and "Transferor" have the respective meanings set forth in Clause 9.1. "Treasury Regulation" means a Treasury Regulation promulgated under the Code. "Value" of any Partnership asset as of any date, means the fair market value of such Partnership asset as of such date, with the fair market value of the type of assets described below being determined as follows: (a) any Security which is listed or quoted on any securities exchange or similar electronic system and regularly traded thereon is valued at its closing exchange price on the relevant valuation day or, if no trades occurred on such day, at the average between the closing bid price and the closing offer price, as of the valuation day, and as adjusted in such manner as the General Partner, in its sole discretion, thinks fit, having regard to the size of the holding, and where prices are available on more than one exchange or system for a particular Security the price is the closing exchange price on the relevant valuation day or, if no trades occurred on such day, at the average between the closing bid price and the closing offer price, as of the valuation day, in each case, on the exchange which constitutes the main market for such Security or the one which the General Partner in its sole discretion determines provides the fairest criteria in ascribing a value to such Security; (b) any Security which is not listed or quoted on any securities exchange or similar electronic system or if, being so listed or quoted, is not regularly traded thereon or in respect of which no prices as described above are available, is valued at its fair market value as determined in good faith by the General Partner having regard to objective third party market data (if such data is available and the General Partner believes such data reasonably reflects actual trading prices), dealer quotations, the price at which any recent transaction in the Security may have been effected, the size of the holding having regard to the total amount of such Security in issue, and such other factors as the General Partner in its sole discretion deems relevant in considering a positive or negative adjustment to the valuation; (c) investments, other than Securities, which are dealt in or traded through a clearing firm or an exchange or through a financial institution are valued by reference to the most recent official settlement price quoted by that clearing house, exchange or financial institution. If there is no such price, then the average is taken between the lowest offer price and the highest bid price at the close of business on any market on which such investments are or can be dealt in or traded, provided that where such investments are dealt in or traded on more than one market, the General Partner may determine at its sole discretion which markets shall prevail; (d) investments, other than Securities, including loans and over-the-counter derivatives contracts, which are not dealt in or traded through a clearing firm or an exchange or through a financial institution are valued on the basis of the latest available valuation II EFTA00803800 DocuSign Envelope ID: 2D7 46FF-2840-40a6-8DDA-07ED9F769640 provided by the relevant counterparty or another dealer that quotes such investments. If relevant counterparty or dealer valuations are unavailable, these investments are valued on the basis of objective third party market data (if such data is available and the General Partner believes such data reasonably reflects actual trading prices); deposits are valued at their cost plus accrued interest; and any value (whether of an investment or cash) not stated in U.S. Dollars is converted into U.S. Dollars at the rate (whether official or otherwise) which the General Partner in its sole discretion deems applicable as at the close of business on the valuation day, having regard, among other things, to any premium or discount which it considers may be relevant and to costs of exchange. The General Partner may elect, in its good faith, to permit any other method of valuation to be used if it considers that such method of valuation better reflects fair market value. The General Partner will delegate to an accountant as shall be selected by the General Partner the valuation of the Partnership's assets. In determining any Value, such accountant will be entitled to rely on any valuations provided or attributed to any asset or liability of the Partnership by the General Partner and to consult with the Partnership's counterparties in valuing the Partnership