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CORNERSTONE AGREEMENT

US$_________________

_____________________________, LP,
a Delaware Limited Partnership

(the “Fund”)

_____________________________ LLC,
a Delaware Limited Liability Company

(“General Partner”)

[DATE]

LIMITED PARTNER INTERESTS IN THE FUND HAVE NOT BEEN REGISTERED WITH OR
QUALIFIED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY
SECURITIES REGULATORY AUTHORITY OF ANY STATE. THE INTERESTS ARE BEING SOLD
IN RELIANCE UPON EXEMPTIONS FROM SUCH REGISTRATION OR QUALIFICATION
REQUIREMENTS. THE INTERESTS CANNOT BE SOLD, TRANSFERRED, ASSIGNED OR
OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE RESTRICTIONS ON
TRANSFERABILITY CONTAINED IN THIS AGREEMENT AND APPLICABLE FEDERAL AND
STATE SECURITIES LAWS.
 KEY ECONOMIC TERMS
(Additional definitions in Exhibit A)

“Advisory Committee” initially means the individuals listed at the end of this definition. If no
individuals are listed, then an Advisory Committee may be formed at the discretion of General Partner.

[First_Name Last_Name, Phone Number, Email, Address]

[First_Name Last_Name, Phone Number, Email, Address]

[First_Name Last_Name, Phone Number, Email, Address]

“Capital Call Notice Period” means the following number of days after a Capital Call Notice allowed
for a Limited Partner to deliver cash to the Fund in the amount requested:

[10 days] [15 days] [30 days]

“Carried Interest Percentage” means, for purposes of calculating the Carried Interest of General
Partner, the following percentage:

[10%][15%][20%] [25%] [__%]

“Financial Statements” means the following type of balance sheet, income statement and cash flow
statement for the Fund:

[Certified by General Partner]

[Audited by a Certified Public Accountant]

[Reviewed by a Certified Public Accountant]

“Fiscal Year” means, unless otherwise required under the Code, each year ending on the date below. In
the case of the first and last Fiscal Years of the Fund, Fiscal Year shall mean the fraction thereof
commencing on the Initial Closing Date or ending on the date on which the winding-up of the Fund is
completed, in each case unless otherwise determined by General Partner and permitted under the Code.

[June 30][September 30][December 31]

“Fund Duration” means the following anniversary from the Initial Closing Date:

[8th year][10th year] [12th year]

“Fund Duration Extension” means:

[0 years (no extension)][1 year][2 one-year periods]

“Fund Thesis” means private companies in:

(i) Sector - [FinTech][HealthTech][BioTech][etc.][Sector agnostic]

(ii) Stage - [Accelerator] [Angel] [Pre-seed] [Series Seed] [Series A]

(iii) Territory - [Global][US][APAC][EMEA][LatAm]

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“Fundraising Period” means the period commencing on the Initial Closing Date and ending on the date
that is the following number of months from such date:

[9 months][12 months][18 months]

“GP Commitment Percentage” means, for the purpose of calculating General Partner’s commitment to
contribute to the Fund, the following percentage:

[0.0%] [0.5%] [1.0%][__%]

“Investment Period” means the period from the Initial Closing Date up through the date that is the
following number of years after the Initial Closing Date, during which the Fund can make its Portfolio
Investments:

[3][4][5]

“Key Individuals” means the following individuals identified as signatories of General Partner:

[First_Name Last_Name]

[First_Name Last_Name]

“Majority in Interest of the Limited Partners” means Limited Partners holding more than the
following aggregate Commitment Percentages held by all Limited Partners:

[50.1%][66 2/3%] [75%]

“Management Fee” means the annual management fee determined by multiplying the following
percentage by the aggregate amount of Capital Commitments of all Limited Partners:

[(i) during the Investment Period: [2.0%] [3.0%] [3.5%];

and

(ii) during the Post-Investment Period: [1.0%] [1.5%][2.0%] ]

[OR]

[Custom Schedule - List percentage per year during the Fund Term.]

“Maximum Portfolio Investment Percentage” means the following maximum percentage (measured at
the time of investment) of the aggregate Capital Commitments made by all Partners to the Fund that may
be invested in any single Portfolio Company:

[10%] [5%] [25%]

“Organizational Expenses Cap” means the following cap on fees, costs and expenses, including that of
counsel to General Partner, incurred in connection with the organization of the Fund and the offering of
Partnership Interests:

[$50,000] [$100,000] [$75,000]

“Partnership Representative” initially means: [First_Name Last_Name].

“Post-Investment Period” means the period after the last day of the Investment Period.

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“Prohibited Sectors” means securities traded publicly on a securities exchange (at the time of
investment) and the following sectors or industries:

[Alcohol] [Gambling] [Weapons] [Real Estate]

[Cryptocurrency] [Blockchain] [Controlled Substances banned under U.S. Federal

Law][________]

“Recycled Amount” means, for the purpose of allowing the Fund to make additional investments from
distributions provided to the Limited Partners, the product equal to such Limited Partner’s Capital
Commitment times the following percentage:

[0%] [10%] [20%]

“Successor Fund Threshold” means when the following percentage of Total Capital Commitments has
been invested into or committed for Portfolio Investments and Fund Expenses:

[50%] [70%] [0%]

© 2021 VC Lab, Inc.

 This Cornerstone Agreement (this “Agreement”) is the limited partnership agreement of
the Fund, is made as of the date signed by General Partner, and is by and among General Partner and the
Limited Partners. Capitalized terms not otherwise defined shall have the meanings ascribed to them in
Key Economic Terms (above) and Exhibit A.

WHEREAS, General Partner and the initial partner set forth in the Certificate of Limited
Partnership formed the Fund as a limited partnership in accordance with the Act as the initial partners;
and the parties hereto desire to continue the Fund as a limited partnership in accordance with the Act and
to admit the Limited Partners as limited partners of the Fund on the Initial Closing Date and any other
Limited Partner admitted during the Fundraising Period.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained

herein and for other good and valuable consideration the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:

ARTICLE 1
ORGANIZATIONAL MATTERS

1.1 Continuation. The Partners hereby continue the Fund as a limited partnership under the
Act for the purposes and upon the terms and conditions of this Agreement. Each Person accepted by
General Partner as a Limited Partner during the Fundraising Period is admitted to the Fund as a Limited
Partner upon its execution of this Agreement.

1.2 Name. The name of the Fund is set forth on the cover page hereof.

1.3 Principal Place of Business; Other Places of Business. The Fund’s principal place of
business is Principal Address. The Fund may maintain offices at such other place(s) within or outside of
Delaware as General Partner deems advisable.

1.4 Business Purpose. The principal purpose and investment objective of the Fund is to
make venture capital investments in Portfolio Companies.

1.5 Certificate of Formation; Filings. General Partner has caused to be filed a Certificate of
Limited Partnership of the Fund in the Office of the Secretary of State of the State of Delaware as
required by the Act.

1.6 Designated Agent for Service of Process. The Fund shall continuously maintain a
registered office and a registered agent for service of process on the Fund in the State of Delaware.

1.7 Term. The term of the Fund commenced on the date that the Certificate of Limited
Partnership of the Fund was filed in the Office of the Secretary of State of the State of Delaware, and shall
continue until the Fund is dissolved.

ARTICLE 2
CAPITAL; CAPITAL ACCOUNTS AND PARTNERS

2.1 Capital Commitments. Each signatory Limited Partner, in exchange for its initial
Partnership Interest, agrees to make, and shall make, a Capital Commitment in the amount set forth
beneath such Limited Partner’s signature to this Agreement. General Partner shall make a Capital
Commitment to the Fund in cash or property equal to at least the GP Commitment Percentage of the Total

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Capital Commitments. General Partner’s Capital Commitment may be satisfied directly or through
affiliates of General Partner and will become Limited Partner Interests for purposes of making any interim
distributions and the final distributions at liquidation under this Agreement. Any such Capital
Commitments shall not be subject to the Management Fee or Carried Interest.

2.2 Making of Capital Contributions.

2.2.1 The cumulative Capital Contributions made to the Fund by each Partner at any
given point in time during the term of the Fund shall be set forth in the Fund’s books and records.

2.2.2 Each Limited Partner shall make Capital Contributions in accordance with
General Partner’s written notice to the Limited Partner (each, a “Capital Call Notice”) during the
Capital Call Notice Period. Following best practices for the strategy of the Fund, General Partner
has sole discretion to call for Capital Contributions and deliver Capital Call Notices. Such Capital
Contributions shall be made by the Limited Partner on or before the date set forth in the Capital
Call Notice, provided that:

(a) No Capital Contributions shall be required to be made when the Fund is

in Limited Operations Mode.

(b) No Limited Partner shall be required to make additional Capital

Contributions in excess of the then-current amount of its Unused Capital Commitment.

(c) Capital shall be called from Limited Partners:

(i) unless the circumstances require otherwise, on a pro rata basis

among the Partners based upon each Partner’s Capital Commitment in relation to
the aggregate Capital Commitments of all the Partners; or

(ii) in the event General Partner and Limited Partner mutually agree,
in an amount up to one hundred percent (100%) of a Limited Partner’s Capital
Commitment (the “Prefunded Contribution).

(d) The Prefunded Contribution will be treated as follows: (i) the amount
that is the Limited Partner’s pro rata Capital Contribution shall be invested in Portfolio
Investments or used to pay the expenses or obligations of the Fund; and (ii) the remainder
will be held in escrow in a segregated bank account pending any subsequent Capital Call
Notices.

2.2.3 Each Limited Partner shall thereafter be required to make a Capital Contribution
in cash in the amount stated in, and otherwise pursuant to the terms and provisions of, the Capital
Call Notice (net of any wire fees).

2.2.4 General Partner shall be required to make a proportionate Capital Contribution in

cash in accordance with the GP Commitment Percentage.

2.2.5 Capital Contributions not immediately invested in Portfolio Investments or paid

for expenses or obligations of the Fund shall be held in cash and/or invested in Cash Equivalents.

2.2.6 After a Limited Partner has received cumulative distributions equal to the Capital
Contribution Value of such Limited Partner, and the aggregate Unused Capital Commitment is at

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 or approaching zero, and General Partner desires to continue to make Investments, then General
Partner shall have discretion to increase the then-current amount of each Limited Partner’s
Unused Capital Commitment by the Recycled Amount.

2.3 Default. If a Limited Partner fails to make all or any portion of any Capital Contribution
or any other amount required to be paid by such Limited Partner pursuant to this Agreement or applicable
law, and such failure is not cured after a period of ten (10) Business Days after the delivery of General
Partner’s written notice regarding such failure, then, unless waived by General Partner in its sole
discretion, the defaulting Limited Partner will owe interest with respect to such unpaid amount calculated
at a rate equal to 12% per annum and General Partner shall have the right to take one or more of the
following actions in its sole discretion: (a) if the Limited Partner has not made any Capital Contributions,
deem the Limited Partner’s Interest in the Fund to be forfeited; (b) if the Limited Partner has made a
Capital Contribution, General Partner may sell the defaulting Limited Partner’s Interest for a purchase
price equal to 50% of the lesser of (i) the defaulting Limited Partner’s aggregate Capital Contributions, or
(ii) the Fair Value of the defaulting Limited Partner’s Interest at the time of default; (c) use any
distributions that might otherwise be made to such defaulting Limited Partner to offset any amounts owed
by the defaulting Limited Partner; or (d) pursue and enforce all rights and remedies it may have against
the defaulting Limited Partner. Each of the Limited Partners hereby consents to the remedies provided for
in this section.

2.4 Capital Accounts. The Fund shall establish and maintain a separate capital account
(“Capital Account”) for each Partner as set forth in the Tax Addendum attached as Exhibit C (the “Tax
Addendum”). Net Income and Net Loss will be allocated among the Partners in accordance with the Tax
Addendum.

2.5 Additional Limited Partners. At the discretion of General Partner, the admission of any
additional Limited Partner shall be subject to the payment by such additional Limited Partner of such
amounts as determined by General Partner in order to place such additional Limited Partner on an equal
basis as the existing Limited Partners, including the payment of Capital Contributions and Management
Fees as if such additional Limited Partner participated in the Initial Closing. The foregoing shall not apply
to the admission of Substitute Limited Partners.

2.6 Admission of General Partners. No additional or substitute general partners may be

admitted without the consent of General Partner.

2.7 No Redemption. No Limited Partner shall be entitled to receive a return of or interest on

its Capital Contributions or Capital Account, no Partner shall withdraw any portion of its Capital
Contributions or receive any distributions from the Fund as a return of capital on account of such Capital
Contributions, and the Fund shall not redeem the Interest of any Partner.

2.8 Partner Loans. No Partner shall be required to make any loans to the Fund.

2.9 Limited Liability of the Limited Partners. Notwithstanding anything to the contrary
contained in this Agreement and except as otherwise required by a nonwaivable provision of applicable
law, the liability of a Limited Partner for any losses of the Fund in no event shall exceed, in the aggregate
(without duplication): (i) the amount of its Unused Capital Commitment, and (ii) its share of the
undistributed assets and profits of the Fund.

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 ARTICLE 3
DISTRIBUTIONS

3.1 Distributions Generally. Except for distributions made in the liquidation of the Fund,
Portfolio Liquidity Results received from a Portfolio Investment shall be distributed to the Partners
promptly after receipt by the Fund. Fees and reimbursements received by General Partner are not, and
shall not be deemed to be, distributions.

3.2 Interim Distributions. Portfolio Liquidity Results shall be initially attributed among the
Partners (i) with respect to an Investment, in accordance with the Partners’ relative Distribution
Percentages or (ii) with respect to non-Investments, in accordance with the Partners’ relative Commitment
Percentages; and Portfolio Liquidity Results initially attributed to General Partner shall be distributed to
General Partner. Portfolio Liquidity Results initially attributed to any Limited Partner shall be divided
between such Limited Partner and General Partner and distributed as follows:

(a) First, 100% to such Partner, until the cumulative amount previously and
currently distributed to such Partner equals the Capital Contribution Value of such Partner
for such Investment or non-Investment; and

(b) Thereafter, the Carried Interest Percentage to General Partner (“Carried

Interest”) and the LP Percentage to the Limited Partner for such Investment or
non-Investment.

3.3 Distributions In-Kind. No right is given to any Partner to demand and receive property
other than cash. Except in connection with the liquidation of the Fund, General Partner shall not make
distributions in kind of Securities other than Marketable Securities. Any in-kind distributions shall be
made in such a fashion as to ensure that the Fair Value is distributed and allocated in accordance with this
Agreement.

3.4 Tax Distributions. General Partner shall have the authority to cause the Fund to make
distributions to the Partners pro rata to their respective Distribution Percentage for each Partner, of such
Partner’s aggregate amount of estimated taxes payable by such Partner with respect to Portfolio Liquidity
Results cumulatively allocated to such Partner in accordance with this Agreement and not otherwise
offset by allocations of Fund losses and other deductions allocated to the Fund.

3.5 Withholding. Each Partner hereby authorizes the Fund to withhold and to pay over any
taxes required under applicable law to be withheld by the Fund with respect to any amount payable,
distributable or allocable by the Fund to such Partner. If and to the extent that the Fund shall be required
to withhold any such taxes, such Partner shall be deemed for all purposes of this Agreement to have
received a payment from the Fund as of the time such withholding is required to be paid, which payment
shall be deemed to be a distribution to such Partner; provided, that if General Partner reasonably
determines that such Partner would not be expected to receive any future distributions in the amount of
such payment, the Partner shall pay to the Fund the amount by which such payment exceeds such
expected future distributions. To the fullest extent permitted by law, each Partner hereby agrees to
indemnify and hold harmless the Fund and the other Partners from and against any liability for taxes,
penalties, additions to tax or interest with respect to income attributable to or distributions or other
payments to such Partner. The obligations of a Partner set forth in this section shall survive the
withdrawal of a Partner from the Fund or any transfer of a Partner’s Interest.

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 ARTICLE 4
OPERATIONS

4.1 Investment Objectives. The principal objective and policy of the Fund shall be to make
venture capital investments, by investing in equity or equity-oriented Securities in the Fund Thesis. The
Fund will make its initial Portfolio Investments during the Investment Period. The Fund may make
follow-on Portfolio Investments in existing Portfolio Companies during the Fund Duration.

4.2 Investment Limitations. The Fund may not invest in the Prohibited Sectors or more
than the Maximum Portfolio Investment Percentage of Total Capital Commitments in any single Portfolio
Company.

4.3 Authority of General Partner; Key Individuals; Conflicts of Interest; Advisory

Committee.

4.3.1 General. The management of the Fund shall be vested exclusively in General
Partner (including its duly appointed agents), which shall have the power by itself (or through
such agents) and shall be authorized and empowered on behalf and in the name of the Fund to
carry out any and all of the objects and purposes of the Fund and to perform all acts (including the
payment of Fund obligations) and enter into and perform all contracts and other undertakings, in
every case consistent with the provisions of this Agreement, that it may in its discretion deem
necessary or advisable. General Partner owes the Fund and the Limited Partners fiduciary duties
in the management of the Fund.

4.3.2 Key Individuals. During the Investment Period, General Partner shall exercise
its discretion to cause the Key Individuals to devote such Person’s business time as is reasonably
necessary for management of the affairs of the Fund.

4.3.3 Conflicts of Interest. General Partner shall not, and hereby commits that the
Fund shall not, directly or indirectly knowingly undertake any conduct constituting an actual or
potential conflict of interest between (i) the Fund, any Portfolio Investment or any Portfolio
Company on the one hand, and (ii) any Key Individual on the other hand, without
Approval. General Partner shall promptly disclose for Approval all actual or material potential
conflicts of interest of which it is aware within ten (10) Business Days.

4.3.4 Successor Fund; Special Purpose Vehicle. Until the earliest to occur of (i) the
termination of the Investment Period, (ii) the date when Successor Fund Threshold has been
reached, or (iii) the termination of the Fund, General Partner shall not, and hereby commits that
no Key Individual shall, directly or indirectly, (i) accrue any fund management or advisory fees
relating to any person, entity, vehicle or account other than with respect to this Fund, or (ii)
make, directly or indirectly, outside the Fund any investment in any Securities of any Person in
the Fund Thesis, except with Approval. Notwithstanding the foregoing, General Partner and Key
Individuals shall not be prohibited from forming a special purpose vehicle formed for the
purposes of (i) co-investing alongside the Fund in a Portfolio Investment, or (ii) making a
follow-on investment in a Portfolio Investment (each such entity, an “SPV”), provided that, in
each instance, if the Fund participates in such special purpose vehicle it shall not be subject to
additional management fees or carried interest to the special purpose vehicle in cases where the
Fund is already earning fees from such investment.

4.3.5 Advisory Committee.

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 (a) Establishment. General Partner may in its sole discretion establish an
Advisory Committee of the Fund. An Advisory Committee shall provide such advice and
opinions to General Partner as requested by General Partner, provided that, the members
of any Advisory Committee shall take no part in the management of the Fund. A Majority
in Interest of the Limited Partners may choose to elect an individual as one member of
the Advisory Committee at any time. General Partner has the sole discretion to change
the Advisory Committee members, other than any member appointed by the Limited
Partners, upon 30 days’ notice to the Limited Partners.

(b) No Fiduciary Obligation of Advisory Committee or its Members.

Each of General Partner and the Limited Partners acknowledges and agrees that, to the
fullest extent permitted by applicable law, (i) none of any Advisory Committee, any
member of any Advisory Committee nor any Limited Partner that such a member
represents shall owe any fiduciary duties to the Fund, General Partner, or any Limited
Partner, and (ii) in making any determinations, each member of any Advisory Committee
shall be entitled to consider only such interests and factors as such member desires,
including the interests of the Limited Partner that such member represents, and shall have
no duty or obligation to give any consideration to any interest of or factors affecting the
Fund or any other Person.

(c) Meetings of Advisory Committee. Any meeting of the Advisory

Committee shall be called by General Partner at any time to consider matters for which
the consent, approval, review or waiver of any Advisory Committee is required by this
Agreement or is requested by General Partner, provided that General Partner shall call at
least one meeting of any Advisory Committee per year; and may be called at any time by
any Limited Partner that has a representative member on any Advisory Committee. Any
Advisory Committee shall conduct its business in such manner and by such procedures as
a majority of its members considers appropriate. Members of any Advisory Committee
may participate in a meeting of any Advisory Committee by telephone or similar
communications equipment by means of which all Persons participating in the meeting
can hear and speak to each other

(d) Actions. All actions taken by any Advisory Committee shall be by a

written consent setting forth the action so taken and approved by a majority of the
members of any Advisory Committee, which such written consent may be given by email
or any other written form. Each member of any Advisory Committee shall have one vote.

(e) Indemnification. Each member of the Advisory Committee shall

constitute an “Indemnitee” under this Agreement.

4.4 Limited Operations Mode. In the event the Limited Partners have a material dispute
with General Partner, a Majority in Interest of the Limited Partners may cause the Fund and General
Partner to enter into “Limited Operations Mode.” The period of Limited Operations Mode shall
commence at the time that a Majority in Interest of the Limited Partners provide written notice to General
Partner particularizing the facts constituting a material breach by General Partner of the terms of this
Agreement and ending automatically on the date ninety (90) days later, which period may be extended by
successive ninety (90) day periods if, and only if, the Majority in Interest of the Limited Partners provides
written notice extending such period. During Limited Operations Mode General Partner and the Limited
Partners will negotiate in good faith to resolve the dispute.

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 4.5 No Limited Partner Management. No Limited Partner, in its capacity as such, shall
participate in the management of the Fund or, except as otherwise provided herein, have any control over
the Fund business or have any right or authority to act for or to bind the Fund.

4.6 Other Activities. General Partner shall not take any action that would reasonably be
expected to result in the loss of limited liability for any Limited Partner.

4.7 Valuation. The calculation of the fair value (the “Fair Value”) of any Investment or of
any other Fund Asset shall be an amount determined by General Partner at least annually. For all purposes
of this Agreement, all valuations made pursuant to this section shall be final, conclusive and binding on
the Fund, all Limited Partners, their successors and assigns.

4.8 General Partner’s Liability; Indemnification.

4.8.1 None of General Partner or their respective subsidiaries or Affiliates, or their

respective officers, members, directors, shareholders, employees, personnel or partners of any of
the foregoing shall be liable to the Fund or to any Partner for any losses sustained or liabilities
incurred as a result of any act or omission taken or suffered by General Partner or any such other
Person if (i) the act or failure to act of General Partner or such other Person was in good faith, and
(ii) the conduct of General Partner or such other Person did not constitute Malfeasance.

4.8.2 The Fund shall indemnify and hold harmless General Partner and its respective
Affiliates, and the personnel and beneficial owners of any of the foregoing, and the Partnership
Representative (each, an “Indemnitee”) to the fullest extent permitted by law from and against
any and all losses, claims, demands, costs, damages, liabilities, expenses of any nature (including
attorneys’ fees and disbursements), judgments, fines, settlements and other amounts, of any
nature whatever, known or unknown, liquid or illiquid, arising from any and all claims, demands,
actions, suits or proceedings, whether civil, criminal, administrative or investigative (collectively,
“Actions”), in which the Indemnitee may be involved, or threatened to be involved as a party or
otherwise, relating to the performance or nonperformance of any act concerning the activities of
the Fund, if (i) the Indemnitee acted in good faith and in the best interests of the Fund, and (ii) the
Indemnitee’s conduct did not constitute Malfeasance. Expenses incurred by an Indemnitee in
defending any Action subject to this section shall be advanced by the Fund prior to the final
disposition of such Action. General Partner is hereby authorized on behalf of the Fund to
indemnify, hold harmless and release any agents and/or advisors of the Fund, General Partner and
General Partners’ Affiliates, to the same extent provided with respect to the Indemnitees in this
Article. The Fund shall advance all expenses incurred by an Indemnitee in connection with any
Actions within 30 days after the receipt by the Fund of a statement requesting such advancement.
The Fund may condition such advancement to the receipt of a written undertaking by Indemnitee
to repay any amounts advanced if it shall ultimately be determined that Indemnitee is not entitled
to such indemnification.

4.9 Fees and Expenses.

4.9.1 Expenses. General Partner will bear and be charged with all General Partner
Expenses. The costs and expenses of the Fund and of General Partner which constitute Fund
Expenses will be borne by and charged to the Fund. General Partner shall be entitled to
reimbursement from the Fund for any Fund Expenses paid or incurred by General Partner. No
later than three (3) Business Days following the expiration of the initial Capital Call Notice
Period, the Fund shall reimburse the Organizational Expenses to General Partner.

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 4.9.2 Management Fee. For each Fiscal Year of the Fund, and subject to any side
agreements, the Fund shall pay to General Partner the Management Fee. The Management Fee
shall be reduced proportionately for partial Fiscal Years. Management Fees shall be payable in
advance on the date of this Agreement covering the period from the date of this Agreement to the
end of the Fiscal Year, and thereafter annually in advance of each Fiscal Year for the Fund
Duration. The Fund shall not incur any Management Fee during any Fund Duration Extension.
Installments for any period other than a full calendar year shall be adjusted on a pro rata basis
according to the actual number of days elapsed. During Limited Operations Mode, the
Management Fee shall be suspended and future Management Fees shall be reduced on a pro rata
basis based on the number of days that the Fund is in Limited Operations Mode. The amount of
the Management Fee shall be adjusted based on the Commitments of Limited Partners admitted
after the Initial Closing as if such additional Limited Partners participated in the Initial Closing.

4.10 Partnership Representative. The Fund shall designate a Partnership Representative in

accordance with the Tax Addendum.

4.11 Books and Records. General Partner shall cause to be kept, at the principal place of
business of the Fund or in an online repository held under control of General Partner or its authorized
service providers, full and proper ledgers, other books of account, and records of all receipts and
disbursements, other financial activities, and the internal affairs of the Fund for at least the current and
past four Fiscal Years. The books of the Fund shall be kept on such a method of accounting for tax and
financial reporting purposes as may be determined by General Partner. Except as otherwise provided
herein, all elections required or permitted to be made by the Fund under any applicable tax law shall be
made by General Partner in its sole discretion.

4.12 Delivery of Records; Reports. General Partner shall cause to be delivered to each
Limited Partner the following: (a) within 90 days following the end of each full Fiscal Year, the Financial
Statements; and (b) within 90 days following the end of each Fiscal Year, a report that shall include all
necessary information required by the Limited Partners for preparation of their federal or other tax or
information returns. General Partner shall have discretion to withhold reports and other information from
any Limited Partner if such Limited Partner is subject to any requirements to disclose any such
information publicly.

ARTICLE 5
INTERESTS; TRANSFERS OF INTERESTS

5.1 Limited Partner Transfers. To the fullest extent permitted by law, no Limited Partner
may transfer its Partnership Interest without the consent of General Partner, which consent may be
withheld, conditioned or delayed in General Partner’s discretion.

5.2 Admissions, Withdrawals and Removals. No Person shall be admitted to, or removed
from, the Fund as a Partner except in accordance with this Agreement. General Partner shall not be
removed from being General Partner of the Fund except by the vote of the Majority in Interest of the
Limited Partners after the conclusion of Limited Operations Mode. No admission, withdrawal, Incapacity
or removal of a Partner shall cause the dissolution of the Fund. Any purported admission, withdrawal or
removal which is not in accordance with this Agreement shall be null and void to the fullest extent
permitted by law.

5.3 Admission of Transferees as Substitute Limited Partners. A transferee shall become a

Substitute Limited Partner when General Partner consents in writing to such admission.

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 5.4 Withdrawal of Certain Partners. If a Partner has transferred all of its Partnership
Interest to one or more transferees, then such Partner shall withdraw from the Fund when all such
transferees have been admitted as Partners.

5.5 Limitations on Contributions and Participation.

5.5.1 Contributions. If General Partner has determined that a Capital Contribution

from a Limited Partner might have a Material Adverse Effect, then such Limited Partner will not
be permitted to make all or any portion of such Capital Contribution.

5.5.2 Discontinuation of Participation Generally.

(a) General Partner may discontinue any Limited Partner’s participation in a

Portfolio Investment if the Limited Partner represents to General Partner in writing, or
General Partner determines, that there is a reasonable likelihood that the continuation of
such Limited Partner’s participation therein will have a Material Adverse Effect. General
Partner may thereafter take reasonable steps to discontinue such Limited Partner’s
participation in such Portfolio Investment, including causing a portion of such Portfolio
Investment equal to such Limited Partner’s Distribution Percentage thereof promptly to
be sold. General Partner shall make the appropriate adjustments to the Distribution
Percentages and capital accounts to reflect any actions taken.

(b) If at any time a Limited Partner represents to General Partner in writing

that there is a reasonable likelihood that the continuing participation in the Fund by such
Limited Partner will have a Material Adverse Effect, such Limited Partner will be entitled
to assign its entire Interest (or such portion thereof as is sufficient to prevent or remedy
such Material Adverse Effect) to any Person selected by the Limited Partner and
approved in writing by General Partner at a price acceptable to such Limited Partner and
General Partner. If such Limited Partner has not assigned its entire Interest (or such
portion thereof as is sufficient to prevent or remedy such Material Adverse Effect) within
60 days of the original notification, then, notwithstanding anything to the contrary herein,
the Limited Partner shall have the right to do any or all of the following to prevent or
remedy the Material Adverse Effect:

(i) cease making Capital Contributions with respect to future

Portfolio Investments and reduce its Capital Commitment accordingly;

(ii) offer to any Person, including any other Limited Partner, the
opportunity to purchase all or a portion of such Limited Partner’s Interest; and/or

(iii) require General Partner to liquidate all or any portion of such

Limited Partner’s Interest or make a special distribution in respect of such
Interest to such Limited Partner in an amount equal to the amount such Limited
Partner would receive if the Fund were to be dissolved and liquidated at such
time (which distribution may be in-kind if cash is not reasonably available).

(c) A Capital Contribution to the Fund or participation in a Portfolio

Investment or in the Fund by any Limited Partner shall have a material adverse effect if
the Limited Partner determines that such contribution or participation, when taken by
itself or together with the contribution or participation by any other Partner(s), is
reasonably likely to (i) result in a violation of a statute, rule, regulation or order of any

9 © 2021 VC Lab Inc.

 governmental authority which is reasonably likely to jeopardize the ability of the Fund to
consummate an Investment or to have a material adverse effect on such Limited Partner
or any of its Affiliates, (ii) subject a Portfolio Company, such Limited Partner, the Fund
or any Affiliate of the foregoing to any material filing, material regulatory requirement or
material tax to which it would not otherwise be subject, or materially increase such tax, or
make such filing or regulatory requirement substantially more burdensome, or (iii) result
in any Securities or other assets owned by the Fund being deemed to be “plan assets”
under ERISA (each, subpart (i), (ii) and (iii), a “Material Adverse Effect”).

(d) If General Partner determines that a Limited Partner’s participation in the

Fund is reasonably likely to cause (i) the Fund or any of its Affiliates to be in violation of
securities laws of the United States or any other relevant jurisdiction or the rules of any
self-regulatory organization applicable to General Partner or any of its Affiliates, (ii) the
Fund to be required to register as an “Investment Company” under the Investment
Company Act of 1940, as amended, or (iii) the assets of the Fund to be deemed “planned
assets” under applicable laws, General Partner may cause the Fund and such Limited
Partner to take whatever action is reasonably necessary to cure or avoid the foregoing,
including limiting such Limited Partner’s voting right in the Fund to not exceed 9.99% of
the total voting rights held by all Partners of the Fund.

5.5.3 Effect of Withdrawal. If a Limited Partner withdraws from the Fund: (a) the
portion, if any, of the Investments attributable to the Carried Interest allocable to General Partner
with respect to such Limited Partner’s Interest shall remain in the Fund if in-kind, or distributed
to General Partner if in cash, as the case may be, with any such in-kind amounts held solely for
the account of General Partner, (b) the portion of such Limited Partner’s Capital Account
corresponding to such portion of each such Investment shall be allocated to the Capital Account
of General Partner, (c) General Partner shall be entitled to the proceeds from the disposition of
such portion of each such Investment at the time of its disposition, and (d) such Limited Partner
shall not be entitled to any such amounts from the Fund or General Partner pursuant to the
“Restoration Obligations” section following such withdrawal.

ARTICLE 6
DISSOLUTION, LIQUIDATION, AND TERMINATION OF THE FUND

6.1 Dissolution. The Fund may be dissolved, liquidated, and terminated and have its affairs
wound up only pursuant to the provisions of this Article. Subject only to any non-waivable provisions of
the Act, the following (and only the following) events shall cause the Fund to be dissolved, liquidated,
and terminated:

(a) By the election of General Partner;

(b) On the Fund Duration; provided that General Partner may extend the
Fund Duration by the Fund Duration Extension;

(c) At any time that there are no Limited Partners, unless the business of the
Fund is continued in accordance with the Act; or

(d) The entry of a decree of judicial dissolution.

To the fullest extent permitted by law, any dissolution of the Fund other than as provided in this
section shall be a dissolution in contravention of this Agreement.

10 © 2021 VC Lab Inc.

 6.2 Effect of Dissolution. The dissolution of the Fund shall be effective on the day on which
the event occurs giving rise to the dissolution, but the Fund shall not terminate until it has been wound up,
its assets have been distributed as provided under this Agreement and its Certificate of Limited
Partnership has been canceled in accordance with the requirements of the Act.

6.3 Liquidation and Final Distribution of Proceeds.

6.3.1 Upon the dissolution of the Fund, the Fund shall thereafter engage in no further
business other than that which is necessary to wind up the business, and General Partner or a
liquidating trustee appointed by General Partner shall liquidate all Fund Assets and distribute the
cash proceeds therefrom.

6.3.2 A reasonable time shall be allowed for the winding up of the affairs of the Fund
in order to minimize any losses attendant upon such a winding up.

6.3.3 The liquidator shall use commercially reasonable efforts to dispose of or

distribute all Fund Assets within one year of dissolution.

6.3.4 In the event the liquidator believes that it is prudent to do so, cash or other assets
held in reserve may be placed in a liquidating trust or other escrow immediately prior to the
termination of the Fund in order to ensure that any and all obligations of the Fund are satisfied.

6.3.5 The cash proceeds from the liquidation of Fund Assets shall be applied or
distributed by the Fund in the following order: first, to the creditors of the Fund (including any
Partners that are creditors to the extent permitted by law), in satisfaction of liabilities of the Fund
and as reasonable reserves therefor; and thereafter, to the Partners in accordance with this
Agreement.

6.3.6 Notwithstanding any other term in this Agreement, in the event that General
Partner or other liquidator determines that an immediate sale of all or any portion of the Securities
or other Fund Assets would cause undue loss to the Partners, General Partner or other liquidator,
in order to avoid such loss to the extent not then prohibited by the Act, may either defer
liquidation of and withhold from distribution for a reasonable time any Securities or other Fund
Assets except those necessary to satisfy the Fund’s debts and obligations, or distribute such
Securities or other Fund Assets to the Partners in-kind (subject to the priorities set forth in this
section).

6.4 Restoration Obligations.

6.4.1 Limited Partners. If any Limited Partner has a deficit balance in its Capital
Account (after giving effect to all contributions, distributions and allocations for all taxable years,
including the year during which the liquidation occurs), such Limited Partner shall have no
obligation to make any Capital Contribution with respect to such deficit (unless such Capital
Contributions were otherwise expressly provided for herein), and such deficit shall not be
considered a debt owed to the Fund or to any other Person for any purpose whatsoever.

6.4.2 General Partner; Clawback.

(a) The obligations of General Partner pursuant to this section shall be

calculated separately for each Limited Partner.

11 © 2021 VC Lab Inc.

 (b) If after giving effect to all contributions, distributions and allocations for
all taxable years, including the year during which the liquidation occurs (other than
pursuant to this clawback provision), General Partner has received cumulative
distributions of Carried Interest in respect of a Limited Partner that exceed the amount of
distributions of Carried Interest that General Partner should have received with respect to
such Limited Partner (such excess amount, the “Excess Amount”), then General Partner
shall contribute to the Fund the lesser of the Excess Amount and the cumulative amount
of distributions of Carried Interest, on a tax-adjusted basis, received by General Partner in
respect of such Limited Partner, and the Fund shall distribute such amount to such
Limited Partner.

6.4.3 Partner Giveback. The Fund may require Partners to return distributions to the
Fund in an amount sufficient to satisfy all or any portion of the indemnification and other
obligations of the Fund (the “Partner Giveback”). The responsibility for the Partner Giveback
shall be allocated pro rata based on the amounts distributed to the Partners. The Partner Giveback
shall be subject to the following: (i) the maximum Partner Giveback is 20% of the aggregate
distributions received by such Partner; and (ii) prior to any Limited Partner Giveback, the Fund
shall have expended amounts received from (a) insurance, (b) other parties obligated to indemnify
the Fund, and (c) the remaining Capital Commitments.

ARTICLE 7
SUBSCRIPTION

7.1 Subscription. Each Limited Partner irrevocably offers to subscribe for and agrees to
purchase from the Fund Interests in the Fund, which interests shall be issued in accordance with the terms
of the Agreement, for the total commitment amount indicated on the Limited Partner’s signature page of
the Agreement. Each Limited Partner agrees to become a Limited Partner of the Fund upon acceptance of
the Agreement by General Partner, which acceptance is subject to the sole discretion of General Partner.

7.2 Representations. Each Partner represents to General Partner and Fund that such Partner
is an “accredited investor” as such term is defined in Rule 501 of Regulation D promulgated under the
United States Securities Act of 1933, as amended. To the extent that any look-through rules apply to the
Partner under the United States Securities Act of 1933, as amended, each Person who holds an equity
interest in such a Partner is an “accredited investor” as so defined. Each Partner shall further provide any
further information reasonably requested by General Partner. Each Partner makes the representations,
warranties and covenants set forth on Exhibit B.

ARTICLE 8
MISCELLANEOUS

8.1 Further Assurances. Each of the parties agrees on behalf of itself, its successors, and its
assigns, without further consideration, to execute and deliver such other instruments and documents, and
to take such other action as may be required by law or reasonably necessary to effectively carry out the
purposes of this Agreement.

8.2 Power of Attorney. Each Limited Partner hereby irrevocably makes, constitutes and
appoints General Partner as its true and lawful agent and attorney-in-fact, with full power of substitution
and full power and authority in its name, place and stead, to make, execute, sign, acknowledge, swear to,
record and file all certificates, notices and other instruments to carry out the provisions of this Agreement
and that may be required by law to be filed on behalf of the Fund, including those to (i) amend this
Agreement to reflect additions or changes to the Limited Partners, and (ii) effect the dissolution, winding

12 © 2021 VC Lab Inc.

up and termination of the Fund. The foregoing power of attorney (i) is a special power of attorney coupled
with an interest and shall be irrevocable, (ii) shall survive the Incapacity of any Partner in respect of
which such power of attorney may be exercised, (iii) shall survive the transfer by a Limited Partner, (iv)
may be exercised by General Partner either by signing separately as attorney-in-fact for each Limited
Partner or executing an instrument, by a single signature of General Partner acting as attorney-in-fact for
all of them, (v) shall reside only with the then current General Partner of the Fund, and (vi) shall terminate
upon the termination of the Fund.

8.3 Side Letters. General Partner may, in its sole and absolute discretion and without any
further action, approval or vote of, or notice to, any Limited Partner, enter into side letters or other
writings with current or prospective individual Limited Partners which have the effect of establishing
rights under, or altering or supplementing, the terms of this Agreement (“Side Letters”). Any rights
established, or any terms of this Agreement altered or supplemented in a Side Letter with a Limited
Partner shall govern with respect to such Limited Partner notwithstanding any other provision of this
Agreement and notwithstanding that such rights or terms are more favorable than those afforded to any
other Limited Partner.

8.4 Anti-Money Laundering and Combating the Financing of Terrorism.

Notwithstanding any other provision of this Agreement to the contrary, General Partner, in its own name
and on behalf of the Fund, shall be authorized without the consent of any Person, including any Limited
Partner, to take such action as it determines in its sole discretion to be necessary or advisable to comply
with any anti-money laundering or antiterrorist laws, rules, regulations, directives or special measures.

8.5 Entire Agreement. This Agreement constitutes the entire agreement between the parties
hereto pertaining to the subject matter hereof and fully supersedes any and all prior or contemporaneous
agreements or understandings between the parties hereto pertaining to the subject matter hereof. To the
fullest extent permitted by law, the parties hereto intend that any ambiguities shall be resolved without
reference to which party may have drafted this Agreement.

8.6 Binding Effect. Except as otherwise expressly provided herein, this Agreement shall be
binding on and inure to the benefit of the parties hereto, their respective heirs, executors, administrators,
successors and all other Persons hereafter holding, having or receiving an interest in the Fund, whether as
Substitute Limited Partners or otherwise.

8.7 Waivers. No waiver by any Partner of any default with respect to any provision,
condition or requirement hereof shall be deemed to be a waiver of any other provision, condition or
requirement hereof; nor shall any delay or omission of any Partner to exercise any right hereunder in any
manner impair the exercise of any such right accruing to it hereafter.

8.8 Amendments. Except as otherwise set forth herein, any provision of this Agreement may
be amended from time to time by General Partner with Approval; provided in each case that, without the
consent of any Partner to be adversely affected thereby, this Agreement may not be amended so as to (a)
modify the limited liability of such Limited Partner, (b) disproportionately and adversely affect the
interest of such Partner in any Net Income, Net Loss or distributions, or (c) increase such Limited
Partner’s Capital Commitment.

8.9 Severability. If any provision of this Agreement is determined by an arbitrator or any

court having jurisdiction to be illegal or in conflict with any laws of any state or jurisdiction, then the
Partners agree that such provision shall be modified to the extent legally possible so that the intent of this
Agreement may be legally carried out. If any one or more of the provisions contained herein, or the
application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect or for any

13 © 2021 VC Lab Inc.

reason, then the validity, legality and enforceability of any such provision in every other respect and of the
remaining provisions hereof shall not be in any way impaired or affected, it being intended that all of the
Partners’ rights and privileges shall be enforceable to the fullest extent permitted by law.

8.10 Governing Law. This Agreement, including its existence, validity, construction, and
operating effect, and the rights of each of the parties hereto, shall be governed by and construed in
accordance with the laws of the State of Delaware without regard to otherwise governing conflicts of law
or choice of law principles.

8.11 Jurisdiction. Any actions or proceedings brought under this Agreement, or with respect
to any matter arising under or out of this Agreement, shall be brought exclusively in the state or federal
courts of the State of Delaware. Each Partner hereby submits to the exclusive jurisdiction of any court
sitting in the State of Delaware in any action or proceeding arising out of or relating to this Agreement or
the transactions contemplated herein, and, to the fullest extent permitted by law, each Partner hereby
waives all rights to the laying of venue in any other jurisdiction. Each Partner’s obligations under this
section will survive the dissolution, liquidation and winding up of the Fund.

8.12 Notices. All notices under this Agreement shall be in writing and shall be (a) delivered
personally, (b) sent by e-mail, or (c) sent by overnight mail or registered or certified mail (with return
receipt). Any such notice shall be deemed to be delivered as of (i) the date delivered, if delivered
personally, (ii) upon receipt, if sent by e-mail, or (iii) on the date of receipt indicated on the return receipt,
if sent by registered or certified mail. Notices to each party shall be sent to the addresses indicated on the
signature page hereto or such other updated address provided to the other parties.

8.13 Counterparts. This Agreement may be executed in any number of multiple counterparts,
each of which shall be deemed to be an original copy and all of which together shall constitute one
agreement, binding on all parties hereto.

8.14 Electronic Signatures. Execution and/or delivery of this Agreement by electronic means
(including by DocuSign or in PDF format) shall be as valid and effective as manual execution and/or
delivery of an originally or manually executed copy of this Agreement.

(Signature pages follow.)

14 © 2021 VC Lab Inc.

 IN WITNESS WHEREOF, the parties hereto have duly executed this Cornerstone Agreement as
of the date below.

GENERAL PARTNER

[insert name of General Partner]

By: ____________________________
Name:
Title:

Address for Notices:

Email Address for Notices:

Date:

OPTIONAL VOLUNTARY AFFIRMATION:

By signing below, Partner hereby affirms its support for the Mensarius Oath, the professional code of
conduct for finance professionals to create an ethical, prosperous and healthy world. This affirmation is a
non-binding statement of support for the Mensarius Oath.

By: _____________________________

Name:

Title:

[GENERAL PARTNER SIGNATURE PAGE]

 IN WITNESS WHEREOF, the undersigned Limited Partner has caused this counterpart signature
page to the Cornerstone Agreement of the Fund to be duly executed as of the date below.

LIMITED PARTNER

[insert name of Limited Partner if entity]

By: ______________________________

Name:

Title:

Address for Notices:

Email Address for Notices:

Date:

Limited Partner’s Capital Commitment:

Tax Identification Number:

OPTIONAL VOLUNTARY AFFIRMATION:

By signing below, Partner hereby affirms its support for the Mensarius Oath, the professional code of
conduct for finance professionals to create an ethical, prosperous and healthy world. This affirmation is a
non-binding statement of support for the Mensarius Oath.

[insert name of Limited Partner]

By: _____________________________

Name:

Title:

[LIMITED PARTNER SIGNATURE PAGE]

 EXHIBIT A

DEFINITIONS

As used herein, the following terms have the meanings set forth below:

“Act” means the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. § 17-101
et seq. in effect on the Initial Closing Date and as it may be amended hereafter from time to time, and any
successor statute thereto.

“Affiliate” means, with respect to a specified Person: (a) any Person that, directly or
indirectly, through one or more intermediaries, controls, is controlled by, or is under common control
with, the specified Person, (b) any Person that is an executive officer, general partner, managing member
or director of, or serves in a similar capacity with respect to, the specified Person, or for which the
specified Person is an executive officer, general partner, managing member or director, or serves in a
similar capacity, or (c) any member of the Immediate Family of the specified Person.

“Approval” means the prior affirmative written consent or vote from a majority of the
members of the Advisory Committee or, if no Advisory Committee is established or as otherwise
expressly required in the Agreement, from a Majority in Interest of the Limited Partners.

“Bankruptcy” means, with respect to any Person, the occurrence of any event specified
in Section 17-402(a)(4) or (5) of the Act.

“Business Day” means any weekday excluding any legal holiday observed pursuant to
United States federal, or Delaware state, law or regulation.

“Capital Commitment” means, with respect to any Partner, the amount of each Partner’s
“Capital Commitment” as set forth beneath such Limited Partner’s signature to this Agreement.

“Capital Contribution” means, with respect to any Partner at any time, a capital
contribution made to the Fund by such Partner.

“Capital Contribution Value” means, with respect to any Partner at any time, the
aggregate amount of cash and the initial Gross Asset Value of any property (other than cash), net of
liabilities assumed or taken subject to by the Fund (without duplication), contributed to the Fund by such
Partner as of such time.

“Cash Equivalents” means any of one or more of the following instruments: (i) debt
instruments issued or guaranteed by the United States or its agencies maturing within six months or less
from the date of acquisition; (ii) commercial paper rated by Moody’s Investors Service or Standard &
Poor’s Ratings Services not lower than P-1 or A-1 on the date of acquisition and maturing within six
months or less from the date of acquisition, or any unrated securities determined to be comparable thereto
by General Partner; (iii) interest bearing deposits in United States branches of United States commercial
banks with capital and surplus of at least $500 million and certificates of deposit issued by banks
organized under the laws of a foreign country which banks have branches in the United States and capital
and surplus of at least $500 million; (iv) any Money Market Investments; and (v) any other money market
mutual fund so long as such other money market mutual fund has assets of at least $750 million, which
assets consist of (x) obligations of the type described in the foregoing clauses (i) through (iv) and
(y) similar quality short-term taxable instruments.

Exhibit A–1 © 2021 VC Lab Inc.

 “Code” means the United States Internal Revenue Code of 1986, as previously or
hereafter amended.

“Commitment Percentage” means, with respect to any Partner, that percentage equal to
such Partner’s aggregate Capital Commitment divided by the Total Capital Commitments (or relevant
subset thereof).

“Depreciation” means, for each Fiscal Year or other period, an amount equal to the
United States federal income tax depreciation, amortization or other cost recovery deduction allowable
with respect to an asset for such Fiscal Year or other period, except that if the Gross Asset Value of an
asset differs from its adjusted basis for United States federal income tax purposes at the beginning of such
Fiscal Year or other period, Depreciation shall be an amount that bears the same ratio to such beginning
Gross Asset Value as the United States federal income tax depreciation, amortization or other cost
recovery deduction for such Fiscal Year or other period bears to such beginning adjusted tax basis;
provided, however, that if the United States federal income tax depreciation, amortization or other cost
recovery deduction for such Fiscal Year or other period is zero, Depreciation shall be determined with
reference to such beginning Gross Asset Value using a reasonable method selected by General Partner.

“Distribution Percentage” means, with respect to any Partner for any Investment, a
fraction, expressed as a percentage, the numerator of which is the Capital Contribution Value of such
Partner, as the case may be, in connection with the acquisition by the Fund of such Investment (and all
additional investment therein) and the denominator of which is the sum of the Capital Contribution Values
of all the Partners in connection with the acquisition by the Fund of such Investment (and all additional
investment therein).

“ERISA” means Title I of the United States Employee Retirement Income Security Act
of 1974, as previously or hereafter amended.

“Fund Assets” means all direct and indirect interests in real and personal property owned
by the Fund from time to time, and shall include both tangible and intangible property (including cash).

“Fund Expenses” means: (a) the Organizational Expenses, (b) the out of pocket or third
party expenses incurred in connection with maintaining the organizational existence and continuing
operations of the Fund including the preparation and delivery of reports to the Limited Partners, (c) any
fees and expenses of third parties providing services to the Fund such as custodians, counsel and
accountants, (d) expenses relating to the management of the Fund’s Investments, including researching
any potential investment, (e) any taxes, fees or other governmental charges levied against the Fund or on
its income, assets or operations (other than taxes or withholding attributable to a specific Partner), (f)
Management Fees, (g) costs of insurance for the benefit of the Fund, (h) costs relating to indemnification
or contribution by the Fund as provided under this Agreement, (i) costs of winding up and liquidating the
Fund and amounts necessary for the establishment of reasonable reserves, and (j) all other reasonable and
legitimate costs and expenses of the Fund in connection with this Agreement; provided that “Fund
Expenses” shall not include any General Partner Expenses.

“General Partner Expenses” means all expenses of General Partner for personnel
compensation of any kind, salaries, bonuses, other employee or officer compensation or benefits, rent,
travel, entertainment, office rental, office furniture, fixtures, computer equipment, utilities, office supplies,
technology or other such expenses.

“Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis for
United States federal income tax purposes, except as follows:

Exhibit A–2 © 2021 VC Lab Inc.

 (a) The initial Gross Asset Value of any asset contributed by a Partner to the
Fund shall be the gross Fair Value of such asset.

(b) The Gross Asset Values of all Fund Assets immediately prior to the
occurrence of any event described in subparagraphs (i) through (iv) below shall be
adjusted to equal their respective gross Fair Values (taking into account Code Section
7701(g)), as of the following times:

(i) the acquisition of an Interest in the Fund (other than in

connection with the original execution of this Agreement) by a new or existing
Partner in exchange for more than a de minimis Capital Contribution, if General
Partner reasonably determines that such adjustment is necessary or appropriate to
reflect the relative economic interests of the Partners in the Fund;

(ii) the withdrawal of a Partner and/or the distribution by the Fund to

a Partner of more than a de minimis amount of Fund Assets as consideration for
an Interest in the Fund, if General Partner reasonably determines that such
adjustment is necessary or appropriate to reflect the relative economic interests of
the Partners in the Fund;

(iii) the liquidation of the Fund within the meaning of Regulations

Section 1.704-l(b)(2)(ii)(g); and

(iv) at such other times as General Partner shall reasonably determine

necessary or advisable in order to comply with the Code.

(c) The Gross Asset Value of any Fund Asset distributed to a Partner shall be
the gross Fair Value of such asset on the date of distribution.

(d) The Gross Asset Values of Fund Assets shall be increased or decreased
as necessary to reflect any adjustments to the adjusted basis of such assets pursuant to the
Code, but only to the extent that such adjustments are taken into account in determining
Capital Account amounts pursuant to the Regulations; provided, however, that Gross
Asset Values shall not be adjusted pursuant to this subparagraph (d) to the extent that
General Partner reasonably determines that an adjustment pursuant to subparagraph (b)
above is necessary or appropriate in connection with a transaction that would otherwise
result in an adjustment pursuant to this subparagraph (d).

If the Gross Asset Value of a Fund Asset has been determined or adjusted pursuant to
subparagraph (a), (b) or (d) of this definition of Gross Asset Value, then such Gross Asset Value shall
thereafter be adjusted by the Depreciation taken into account with respect to such Fund Asset for purposes
of computing Net Income and Net Loss.

“Immediate Family” means a Person’s parents, current spouse, parents-in-law, children,

siblings and grandchildren and any trust, estate or other estate-planning vehicle, all of the beneficiaries or
beneficial owners of which consist of such Person and/or such Person’s parents, current spouse,
parents-in-law, children, siblings or grandchildren.

“Incapacity” means, with respect to any Person, the entry of an order of incompetence or
of insanity, or the death, dissolution, Bankruptcy or termination (other than by merger or consolidation) of
such Person.

Exhibit A–3 © 2021 VC Lab Inc.

 “Initial Closing Date” means the date of this Agreement.

“Investment” means any Portfolio Investment or investment in Cash Equivalents made

or to be made by the Fund.

“IRS” means the United States Internal Revenue Service.

“Limited Partner” means any Person that has been admitted to the Fund as a Limited
Partner, Substitute Limited Partner or an additional Limited Partner in accordance with the terms of this
Agreement, in such Person’s capacity as such. “Limited Partners” means all such Persons, collectively.

“LP Percentage” means 100% less the Carried Interest Percentage.

“Malfeasance” means, with respect to any Person, any act or omission which constitutes
fraud, bad faith, willful misconduct, gross negligence, violation of any law or breach of this Agreement,
as determined by a final non-appealable judgment in a court of law.

“Marketable Securities” means Securities that are in a class of Securities traded on a

securities exchange or traded over-the-counter.

“Money Market Investments” means an investment by the Fund in (i) securities issued
by any government or governmental authority, (ii) bank certificates of deposit, (iii) time deposits, (iv)
commercial paper or (v) money market instruments, including money market mutual funds.

“Net Income” or “Net Loss” means an amount equal to the Fund’s taxable income or
loss, as the case may be, with respect to applicable investments or activity, determined in accordance with
the principles of the Code (for this purpose, all items of income, gain, loss or deduction required to be
stated separately pursuant to the Code shall be included in taxable income or loss, as applicable), with the
following adjustments (without duplication):

(a) Any income of the Fund that is exempt from United States federal
income tax and not otherwise taken into account in computing Net Income or Net Loss
pursuant to this definition of Net Income and Net Loss shall be added to such taxable
income or loss;

(b) Any expenditures of the Fund described in Code Section 705(a)(2)(B) or

treated as Code Section 705(a)(2)(B) expenditures pursuant to Regulations Section
1.704-1(b)(2)(iv)(i), and not otherwise taken into account in computing Net Income or
Net Loss pursuant to this definition of Net Income and Net Loss shall be subtracted from
such taxable income or loss;

(c) In the event the Gross Asset Value of any Fund Asset is adjusted
pursuant to subparagraph (b) or subparagraph (c) of the definition of Gross Asset Value,
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 Loss;

(d) Gain or loss resulting from any disposition of property with respect to
which gain or loss is recognized for United States federal income tax purposes shall be
computed by reference to the Gross Asset Value of the property disposed of,
notwithstanding that the adjusted tax basis of such property differs from its Gross Asset
Value;

Exhibit A–4 © 2021 VC Lab Inc.

 (e) To the extent an adjustment to the adjusted tax basis of any asset
included in Fund Assets pursuant to Code Section 734(b) or Code Section 743(b) is
required pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(4) to be taken into account
in determining Capital Account amounts as a result of a distribution other than in
complete liquidation of a Partner’s interest in the Fund, 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 the purposes of computing Net Income or Net Loss, as
applicable;

(f) 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 Fiscal Year; and

(g) Notwithstanding any other provision of this definition of Net Income and
Net Loss, any items which are specially allocated under the terms of the Tax Addendum
shall not be taken into account in computing Net Income or Net Loss.

The amounts of the items of Fund income, gain, loss or deduction available to be
specially allocated pursuant to the Tax Addendum shall be determined by applying rules analogous to
those set forth in this definition of Net Income and Net Loss.

“Organizational Expenses” means up to the Organizational Expenses Cap in fees, costs

and expenses, including that of counsel to General Partner, incurred in connection with the organization of
the Fund and the offering of Partnership Interests.

“Partner Nonrecourse Debt Minimum Gain” means the amount determined in

accordance with the principles of Regulations Section 1.704-2(i)(3) pertaining to “partner nonrecourse
debt minimum gain.”

“Partners” means, collectively, General Partner and the Limited Partners, and
“Partner” means any one or more of the Partners.

“Partnership Interest” or “Interest” means the entire partnership interest of a Partner in

the Fund at any particular time, including without limitation, such Partner’s right to share in Net Income,
Net Loss, or similar items of, and to receive distributions from, the Fund, any and all rights to vote, and
the rights to any and all benefits to which such Partner is entitled as provided in this Agreement, together
with the obligations of such Partner to comply with all of the terms and provisions of this Agreement.

“Partnership Minimum Gain” has the meaning assigned to the term “partnership
minimum gain” in Regulations Sections 1.704-2(b)(2) and 1.704-2(d).

“Person” means and includes an individual, a partnership, a limited liability company, a

joint venture, a corporation, a trust, an unincorporated organization, a government or any department or
agency thereof or any entity similar to any of the foregoing.

“Portfolio Company” means any privately owned enterprise in which the Fund makes a
Portfolio Investment.

“Portfolio Investment” means any direct or indirect investment made by the Fund (other
than Investments in Cash Equivalents) in a Portfolio Company.

Exhibit A–5 © 2021 VC Lab Inc.

 “Portfolio Liquidity Results” means all cash, Marketable Securities and Cash
Equivalents then held by the Fund (other than Capital Contributions pending investment), in each case
after deducting amounts necessary for the payment of permitted expenses of the Fund and reasonable
reserves.

“Principal Address” means the address of General Partner set forth on its signature
page.

“Regulations” means the regulations promulgated by the United States Treasury

Department under the Code, as such regulations may be amended from time to time.

“Securities” means any of one or more of the following: (a) capital stock; partnership
interests; limited liability company interests; interests in any acquisition, venture capital or other
investment funds; notes; bonds; debentures; other obligations, instruments or evidences of indebtedness;
and other securities and equity interests of whatever kind of any Person, whether readily marketable or
not; (b) any rights to acquire any of the Securities described in clause (a) above; (c) any Securities
received by the Fund upon conversion of, in exchange for, as proceeds from the disposition of, as interest
on, or as stock dividends or other distributions from, any of the Securities described in clause (a) or (b)
above; or (d) any other investments (including, without limitation, “non-traditional” asset investments
such as interest-rate sensitive securities, commodities, and futures contracts) made for the specific
purpose of hedging any investment in any Securities described in clauses (a) through (c) above.

“Substitute Limited Partner” means any transferee of a Limited Partner’s interest in the
Fund that has been admitted to the Fund as a Limited Partner by virtue of such transferee receiving all or
a portion of a Partnership Interest from a Partner.

“Total Capital Commitments” means the aggregate Capital Commitments of all

Partners.

“Unused Capital Commitment” means, with respect to any Partner and as of any point
in time, such Partner’s Capital Commitment less the sum of (A) the Capital Contribution Value of such
Partner, plus (B) all amounts such Partner is obligated to contribute to the Fund as of such time pursuant
to an outstanding Capital Call Notice. The Unused Capital Commitment is subject to increase in cases of:
(i) refund of Capital Contribution Value because the intended Portfolio Investment did not close; and (ii)
Recycled Amount increase.

Exhibit A–6 © 2021 VC Lab Inc.

 EXHIBIT B

REPRESENTATIONS, WARRANTIES AND COVENANTS OF EACH LIMITED PARTNER

The signatory Limited Partner represents, warrants and covenants to the Fund and General
Partner as follows:
1. It understands that the offering is being made without registration of the Interests under the Securities
Act of 1933, as amended, or any securities law of any state of the United States or of any other
jurisdiction, and is being made only to “Accredited Investors” and/or "Qualified Purchasers" (as
defined in Section 3(c)(7) of the Investment Company Act of 1940, as amended, and Rule 501 of
Regulation D under the Securities Act).
2. It is duly authorized and qualified to become a Limited Partner, and the person(s) executing the
Agreement on behalf of the Limited Partner has been duly authorized to execute and deliver the
Agreement on behalf of the Limited Partner. The Limited Partner has the full power and authority to
execute, deliver and perform its obligations under the Agreement, and to subscribe for the Interests.
The Agreement is its legal, valid and binding obligations, enforceable against it in accordance with
their respective terms.
3. It is acquiring the Interests for its own account, for investment purposes only, not as a nominee or
financial intermediary and not with a view to or for the resale or distribution, and no other person has
a direct or indirect beneficial interest therein.
4. It has: (i) such knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the Fund; and (ii) obtained, in its judgment,
sufficient information to evaluate the merits and risks of such investment.
5. The execution and delivery of the Agreement by it, the consummation of the transactions
contemplated hereby and thereby, and the performance of its obligations under the Agreement do not
and will not conflict with, or result in any violation of or default under, any provision of any charter,
bylaws, trust agreement, partnership agreement or other governing instrument applicable to it, or any
agreement or other instrument to which it is a party or by which it or any of its properties are bound,
or any permit, franchise, judgment, decree, statute, order, rule or regulation applicable to it or its
business or properties.
6. It: (i) has carefully read and understands each and every disclosure, term, condition and provision of
the Agreement and has evaluated and hereby consents to the risks of an investment in the Fund; (ii)
has relied solely and exclusively on the information contained in this Agreement in deciding whether
to invest in the Fund (irrespective of any other materials or information furnished to it in connection
with such investment); (iii) has been furnished with any materials relating to the Fund, its operation,
the private placement of the Interests, the management experience of General Partner, the senior
management personnel of General Partner, and any other matters relating to the Fund and this
investment that it has requested; (iv) understands that an investment in the Fund is subject to limited
liquidity, and that it has no withdrawal rights with respect to its investment in the Fund; (v)
understands that Carried Interest shall be allocated to General Partner and that, to the extent
investments of the Fund are distributed in-kind, such distribution shall reflect the fair valuation of
such investments as determined by General Partner in its sole discretion; (vi) understands that General
Partner has discretion as to how to allocate investment opportunities among the Fund and the third
parties invited to participate therein; (vii) understands that it may not sell or otherwise transfer any
part of its Interests without the consent of General Partner and compliance with applicable securities
laws; (viii) fully understands and agrees that it must bear the economic risk of its investment for an
indefinite period of time; and (ix) understands that neither the Fund nor General Partner guarantees

Exhibit B–1 © 2021 VC Lab Inc.

 the success of an investment in the Fund or that substantial or total losses will not be incurred on such
investment.
7. It has been given the opportunity to obtain information concerning the offering, the Fund and all other
information to the extent the Fund or General Partner possesses such information or can acquire it
without unreasonable effort or expense, and have been given the opportunity to ask questions of, and
receive answers from, all of which have been to your complete satisfaction, the Fund and General
Partner concerning the terms and conditions of the offering and other matters pertaining to this
investment.
8. It has made its own decision to make an investment, and has not relied on any advice, statement,
representation or other information to make such investment in the Fund by the Fund, General Partner
or any affiliate thereof.
9. It has determined that (A) the Fund is a suitable investment for it and that it has the financial ability to
bear the economic risk of its investment in the Fund (including the possible complete loss of its
investment), has adequate means of providing for its current needs, financial contingencies and cash
flow requirements and has no need for liquidity with respect to an investment in the Fund, and (B) an
investment in the Fund is consistent with its investment purposes and objectives, as well as its need
for diversification and liquidity in its overall portfolio.
10. It has such knowledge and experience in financial affairs that it is capable of evaluating the merits
and risks of purchasing an Interest; its financial situation is such that it can afford to bear the
economic risk of holding the Interest for an indefinite period of time; and it can afford to suffer the
complete loss of the investment in the Interest.
11. It has investments or has made investments in the past, similar to investments in the Fund, and those
investments intended to be made by the Fund, and it has a general knowledge of the industry in which
the Fund is operating and intending to invest.
12. It has performed sufficient due diligence, asked questions to which it has received answers to its
complete satisfaction, and reviewed the past experience of such persons, including any securities
registration, regulatory and legal proceedings history, and references, affiliated with the Fund,
General Partner and their respective affiliates.
13. It agrees, understands and acknowledges the due diligence in which it has engaged concerning the
Fund and General Partner, and their respective affiliates, has been comprehensive and exhaustive to
its complete satisfaction, and there are no other facts or circumstances that have, or would have, any
bearing on its decision to invest in the Fund.
14. It agrees, understands and acknowledges that neither the Fund nor General Partner guarantees any
level of investment performance, and that past performance is not an indication of future earnings or
performance.
15. It agrees, understands and acknowledges that all forward-looking statements, estimates, forecasts and
projections set forth in any material provided to it and any other information provided verbally or
written or electronic format, which may be identified by the use of forward-looking terminology such
as, but not limited to, “may,” “will,” “should,” “expect,” “anticipate,” “project,” “estimate,” “intend,”
“continue,” or “believe” or the negatives thereof or other variations thereon or other comparable
terminology (collectively, the “Information”) are based on various estimates and assumptions of the
Fund and General Partner which are inherently uncertain and cannot be relied upon as statements of
actual performance, which could differ materially as a result of the risk factors and other matters
discussed in the Information.
16. It agrees, understands and acknowledges that its investment in the Fund is not based on its reliance on
any forward-looking statements, including any estimate, forecast or projections in the Information,

Exhibit B–2 © 2021 VC Lab Inc.

 and that due to various risks and uncertainties, including those described in the Information, actual
events or results and the performance of the Fund may different materially and substantially from
those reflected or contemplated in the Information, and that the Fund is a start-up and does not have
any operating history, investment history or track record, and that the Fund makes no representation
or warranty as to future performance or any forward-looking statements.
17. It agrees, understands and acknowledges that the Fund will hold assets in the name of the Fund, that
no assets will be held in the name of the signatory Limited Partner, and that its percentage ownership
of the Fund does not necessarily result in the same percentage of proceeds to which it may receive by
way of distribution or at liquidation of the Fund, such that, for example, if its percentage ownership of
the Fund is ten percent, it may receive by way of distribution or liquidation less than ten percent of
the proceeds available for distribution or at liquidation.
18. It agrees, understands and acknowledges that General Partner manages the affairs of the Fund and not
any investment for it, such that no “managed account” or similar advisory services will be offered to
it.
19. It agrees, understands and acknowledges that its investment in the Fund may be used to pay for costs,
fees, and expenses of the Fund, General Partner, thereby limiting the amount available for investment
purposes.
20. It agrees, understands and acknowledges that it is not intended for the Fund to register under the
Investment Company Act of 1940, as amended, or pursuant to the laws of any other jurisdiction, such
that the provisions of those statutes (which may provide certain regulatory safeguards to it) will not be
applicable and that it nonetheless has made an independent determination after an opportunity to
consult with competent professionals to proceed with an investment in the Fund.
21. It understands that because General Partner is eligible to receive Carried Interest from the Fund,
General Partner may have incentives to invest in more speculative investments than General Partner
otherwise would.
22. It agrees, understands and acknowledges that it is not intended for General Partner to register under
the Investment Adviser Act of 1940, or pursuant to the laws of any other jurisdiction, such that the
provisions of those statutes (which may provide certain regulatory safeguards to it) will not be
applicable, and that it nonetheless has made an independent determination after an opportunity to
consult with competent professionals to proceed with an investment in the Fund.
23. It agrees, understands and acknowledges that by virtue of its investment in the Fund, it has no direct
interest in any securities held by the company, including with respect to any intended investment in
any entity, and that no separate account will be created or managed in the name of it, including to
hold any assets of the Fund, such as with respect to the entity.
24. It agrees, understands and acknowledges an investment in the Fund is not a complete investment
program and that it must be, and is, prepared to lose all or substantially all of its investment.
25. It has a pre-existing and substantive relationship with General Partner and/or the affiliates thereof.
26. If Limited Partner is not a United States person (as defined by Section 7701(a)(30) of the Code), such
Limited Partner hereby represents that it has satisfied itself as to the full observance of the laws of its
jurisdiction in connection with the subscription under this Agreement, including (i) the legal
requirements within its jurisdiction for the purchase of the Interests, (ii) any foreign exchange
restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be
obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the
purchase, holding, redemption, sale, or transfer of the Interests. The Limited Partner’s subscription
and payment for and continued beneficial ownership of the Interests will not violate any applicable
securities or other laws of Limited Partner’s jurisdiction.

Exhibit B–3 © 2021 VC Lab Inc.

27. Limited Partner is not subject to any statute or regulation of any jurisdiction which would allow
members of the public the ability to view or obtain any records or information regarding its
investment in the Fund or any other information relating to the Fund not otherwise made publicly
available by General Partner.

Exhibit B–4 © 2021 VC Lab Inc.

 EXHIBIT C

TAX ADDENDUM: U.S. TAX PROVISIONS

1. Capital Accounts.

1.1 The Fund shall establish and maintain a separate capital account (“Capital
Account”) for each Partner on the Fund’s books and records in accordance with the capital
accounts maintenance provisions of the Regulations (Section 1.704-1(b)(2)(iv)) and the following
provisions:

(a) To each Partner’s Capital Account, there shall be added (i) such Partner’s
Capital Contribution Value, (ii) such Partner’s allocable share of Net Income and any
other items in the nature of income or gain that are specially allocated for book purposes
to such Partner under the provisions of this Agreement, and (iii) the amount of any Fund
liabilities assumed by such Partner or which are secured by any property distributed to
such Partner.

(b) From each Partner’s Capital Account there shall be subtracted (i) the
amount of (A) cash and (B) the Gross Asset Value of any other Fund Assets distributed to
such Partner pursuant to any provision of this Agreement, (ii) such Partner’s allocable
share of Net Loss and any other items in the nature of expenses or losses that are
specially allocated for book purposes to such Partner, and (iii) liabilities of such Partner
assumed by the Fund or which are secured by any property contributed by such Partner to
the Fund unless already accounted for in Partner’s Capital Account.

(c) In the event any Interest in the Fund is transferred 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. In the case of a sale or
exchange of an Interest in the Fund at a time when an election under Code Section 754 is
in effect, the transferee Partner’s Capital Account shall not be adjusted to reflect the
adjustments to the adjusted tax basis of Fund Assets required under Code Sections 754
and 743, except as otherwise required or permitted by Regulations Section
1.704-1(b)(2)(iv)(m).

(d) In the event the Gross Asset Value of any Fund Asset is adjusted
pursuant to this Agreement, the Capital Accounts of all Partners will be adjusted
simultaneously to reflect the aggregate net adjustment as if the Fund had recognized gain
or loss equal to the amount of such aggregate net adjustment and the resulting gain or loss
had been allocated among the Partners in accordance with this Agreement.

(e) In determining the amount of any liability for purposes of clauses (a) and
(b) above, there shall be taken into account any applicable provisions of the Code and
Regulations.

1.2 The foregoing provisions of this Tax Addendum and the other provisions hereof
relating to the maintenance of Capital Accounts are intended to comply with the capital accounts
maintenance provisions of the Regulations (Sections 1.704-1(b) and 1.704-2) and are to be
interpreted and applied in a manner consistent with such Regulations.

Exhibit C–1 © 2021 VC Lab Inc.

 1.3 If the Fund, as determined by General Partner, determines that it is prudent to
modify the manner in which any debits or credits are made to the Capital Accounts (including
debits or credits relating to liabilities that are secured by contributed or distributed property or
that are assumed by the Fund or any Partner), then the Fund shall make such modification, but
only if it is not likely to have a material effect on the amounts distributed to any Person upon the
dissolution of the Fund.

1.4 The Fund shall, as determined by General Partner, (i) make any adjustments that
are necessary or appropriate to maintain equality between the Capital Accounts of the Partners
and the amount of capital reflected on the Fund’s balance sheet, as computed for book purposes
(in accordance with Regulations Section 1.704-1(b)(2)(iv)(q)), and (ii) make any appropriate
modifications in the event unanticipated events might otherwise cause this Agreement not to
comply with the capital accounts maintenance provisions of the Regulations (Section 1.704-1(b)).

1.5 Notwithstanding any contrary provision in this Agreement, General Partner may
disapprove a transfer if: (a) such transfer would, in the opinion of counsel to the Fund, cause the
Fund to cease to be classified as a partnership for United States federal or state income tax
purposes; (b) such transfer would require the registration of such transferred Interest pursuant to
any applicable United States federal or state securities laws; (c) such transfer would cause the
Fund to become a “Publicly Traded Partnership,” as such term is defined in Sections 469(k)(2) or
7704(b) of the Code; (d) such transfer would constitute a non-exempt prohibited transaction under
the “plan asset” regulations of ERISA; or (e) such transfer would result in a violation of
applicable laws.

2. General Allocations of Net Income and Net Loss. After taking into account the special
allocations set forth in this Tax Addendum, Net Income and Net Loss for each Fiscal Year are to be
allocated among the Partners in the manner that will result in the Capital Account balance for each Partner
being, as closely as possible, proportionately equal to the excess of (i) the amount that would be
distributable to such Partner if the Fund were dissolved, its affairs wound up and (A) all Fund Assets were
sold on the last day of the Fiscal Year for cash equal to their respective Gross Asset Values (except that
Fund Assets actually sold during such Fiscal Year are to be treated as sold for the consideration received
therefor), (B) all Fund liabilities were satisfied (limited, with respect to each “partner nonrecourse
liability” and “partner nonrecourse debt,” as defined in Regulations Section 1.704-2(b)(4), to the Gross
Asset Value of the Fund Assets securing such liabilities), and (C) the net assets were immediately
distributed in accordance with the “Liquidation and Final Distribution of Proceeds” provision of this
Agreement to the Partners, over (ii) the sum of (A) the amount (if any) which such Partner would be
obligated to contribute to the capital of the Fund and (B) such Partners’ share (if any) of Partnership
Minimum Gain and Partner Nonrecourse Debt Minimum Gain, all computed immediately prior to the
hypothetical sale of Fund Assets. General Partner shall have the power to amend this Agreement without
consent of the other Partners as it considers advisable to make the allocations and adjustment described in
this Tax Addendum.

3. Special Allocations. Notwithstanding the other provisions of this Tax Addendum, if necessary,
the Fund will make special allocations to comply with (a) the chargeback of Partnership Minimum Gain
(under Regulations Section 1.704-2(f)), (b) the chargeback of Partner Nonrecourse Debt Minimum Gain
(under Regulations Section 1.704-2(i)), and (c) the “qualified income offset” provisions of the
Regulations (Section 1.704-1(b)(2)(ii)(d)). The allocations set forth in the prior sentence (the “Regulatory
Allocations”) are intended to comply with certain requirements of the Regulations regarding a partner’s
distributive share (Code Section 704(b) and the applicable regulations) and are to be interpreted
consistently therewith. General Partner is authorized to make supplementary allocations of Fund income,
gain, loss or deduction in order to offset Regulatory Allocations made so that, to the extent possible, the

Exhibit C–2 © 2021 VC Lab Inc.

net amount of allocations of Net Income and Net Loss and the Regulatory Allocations (including
Regulatory Allocations that, although not yet made, are expected to be made in the future) to each Partner
will equal the net amount of allocations that would have been allocated to such Partner if the Regulatory
Allocations had not been made.

4. Tax Allocations.

4.1 Except as provided in Section 4.2 of this Tax Addendum, for income tax
purposes under the Code and the Regulations each Fund item of income, gain, loss and deduction
shall be allocated among the Partners in the same manner as its correlative item of “book”
income, gain, loss or deduction is allocated in accordance with this Agreement; except that, if
such allocation is not permitted by the Code or other applicable law, then the Fund’s subsequent
income, gains, losses, deductions and credits for income tax purposes are to be allocated among
the Partners so as to reflect as nearly as possible the allocation set forth herein in computing their
respective Capital Accounts.

4.2 Tax items with respect to Fund assets that are contributed to the Fund with a
Gross Asset Value that varies from its basis in the hands of the contributing Partner immediately
preceding the date of contribution shall be allocated between the Partners for income tax purposes
pursuant to Regulations promulgated under Code Section 704(c) so as to take into account such
variation under any reasonable method approved under Code Section 704(c) and the applicable
Regulations. If the Gross Asset Value of any Fund asset is adjusted pursuant to clause (b) of the
definition of “Gross Asset Value”, subsequent allocations of income, gain, loss and deduction
with respect to such Fund asset shall take account of any variation between the adjusted basis of
such Fund asset for federal income tax purposes and its Gross Asset Value in the same manner as
under Code Section 704(c) and the Regulations promulgated thereunder under any reasonable
method approved under Code Section 704(c) and the applicable Regulations. Allocations
pursuant to this section are solely for purposes of federal, state and local income taxes and shall
not affect, or in any way be taken into account in computing, any Partner’s Capital Account or
share of Net Income, Net Loss and any other items or distributions pursuant to any provision of
this Agreement.

4.3 Net Income, Net Loss and any other items of income, gain, loss or deduction are
to be allocated to the Partners as of the last day of each Fiscal Year and at such times as the Gross
Asset Values of Fund Assets are adjusted pursuant to paragraph ‎(b) of the definition of Gross
Asset Value.

4.4 If any Interest is transferred in compliance with this Agreement, all items of
income, gain, loss or deduction and all other items (including any extraordinary items)
attributable to such Interest shall be allocated between the transferor and the transferee in
accordance with the Code using any method or convention permitted by law that is equitable to
the Partners.

4.5 Each Partner acknowledges the income tax consequences of the allocations made
by this Tax Addendum and shall report such Partner’s share of Fund income and loss for income
tax purposes in a manner consistent with this Tax Addendum

5. Partnership Representative.

5.1 The Partnership Representative shall serve as the “partnership representative” for
purposes of Code Section 6223; provided, however, that the Partnership Representative shall

Exhibit C–3 © 2021 VC Lab Inc.

always be supervised by, and act under the direction of, General Partner and General Partner shall
have the authority, in its sole discretion, to cause the Fund to designate a new Partnership
Representative at any time and for any reason. The Fund shall notify the IRS of any change in
Partnership Representative in the manner and at the time that the IRS requires; the former
Partnership Representative shall cooperate with General Partner in making any necessary filings
with the IRS regarding such change.

5.2 In all situations, without regard to the specific elections made, each Partner
agrees to reasonably cooperate with the Partnership Representative, the Fund, and other Partners
by providing such information and taking such actions as may be reasonably necessary to
mitigate, to the fullest extent possible, the potential tax exposure of the Fund as well as the
potential tax exposure of the other Partners relating to the Fund.

5.3 Any taxes, penalties, and interest payable by the Fund or any entity disregarded
for United States income tax purposes in which the Fund owns an interest under Subchapter C of
Chapter 63 of Subtitle F of the Code and the Regulations (“Partnership Audit Procedures”)
shall be treated as specifically attributable to the Partners, and the Partnership Representative (in
consultation with General Partner) shall use reasonable best efforts to allocate the burden of (or
any diminution in distributable proceeds resulting from) any such taxes, penalties or interest to
those Partners to whom such amounts are specifically attributable (whether as a result of their
status, actions, inactions or otherwise), as determined by the Partnership Representative (in
consultation with General Partner). Notwithstanding the foregoing, such apportionment of
liability shall also take into account the extent to which the Fund’s imputed underpayment was
modified by adjustments under Code Section 6225(c) (to the extent approved by the IRS) and
attributable to (x) a particular Partner’s tax classification, tax rates, tax attributes, the character of
tax items to which the adjustment relates, and similar factors, or (y) the Partner’s filing of an
amended return or complying with the “alternative procedure” to filing an amended tax return for
the Partner’s taxable year that includes the end of the Fund’s reviewed year and payment of
required tax liability in a manner that complies with Code Section 6225(c)(2). In connection with
the foregoing, to the extent that the Fund is assessed amounts under the Partnership Audit
Procedures, each current or former Partner to which the assessment relates shall remit to the
Fund, within 30 days’ written notice by the Partnership Representative, an amount equal to such
Partner’s allocable share of the assessment, including such Partner’s allocable share of any
interest imposed on the Fund.These procedures shall also apply to any state, local or foreign tax
audit regime that centralizes the conduct of a tax audit of the Fund. The Partnership
Representative shall serve in a similar capacity for any such audit.

5.4 The provisions of this section shall survive the dissolution of the Fund, the
withdrawal of any Partner from the Fund and the transfer of any Partner’s Partnership Interest in
the Fund.

Exhibit C–4 © 2021 VC Lab Inc.