Here is sample copy of the Membership Subscription Agreement
Membership Subscription Agreement
This Membership Subscription Agreement is entered on this [Date] by and between the following parties:
(1) [NLC] (hereinafter – the “Fund Manager”);
(2) [ ] (hereinafter – the “Investor”).
a referred to as the “Parties” and individually – as the “Party”.
Whereas,
· The Fund Manager runs Crypto Money Fund Dollar Hedge (the “Fund”), which is an investment vehicle engaged in purchase of commodities at Spot Market, as well as sale of Futures.
· Investor has approached the Fund Manager and expressed its willingness to provide funds as an investment in the Fund in expectation of generating future returns, as further detailed herein below;
Now, therefore, the Parties have agreed as follows:
1. Definitions
Wherever used in this Agreement (including the Exhibits and any Schedules), unless the context otherwise requires, the following terms have the following meanings:
Agreement
Means this Membership Subscription Agreement, as modified or amended from time to time;
Derivative Market
See
https://en.wikipedia.org/wiki/Derivatives_market
Fund Rules
means the rules of operation of the Funds, trade usages and practices adhered by the Fund Manager
Futures
means a derivative obliging the parties thereof to enter into the transactions at a predetermined future date and price;
Interest
means the participation interest in the Fund, which is calculated according to the following formula: the Investment / total investment in the Fund;
Investment
means [US $3,112.54]
KPI
means Key Performance Indicator, a measurable value that demonstrates how effectively an entity is achieving key business objectives;
NBG
means the National Bank of Georgia, legal entity of public law entrusted with the competence to regulate securities market in Georgia;
Netting
means offsetting the value of multiple positions or payments due to be exchanged between the Fund Manager and/or the Fund, on the one hand, and the Investor, on the other hand;
Securities Law
means the Law of Georgia on Securities Market, adopted on 24 December 1998, as from time to time amended or modified;
Spot Market
see: https://en.wikipedia.org/wiki/Spot_market
Signing Date
means the date of signing of this Agreement;
Sophisticated Investor
means a high net worth individual, a financial institution, a director of a financial institution, or a legal person, whose amount of capital exceeds GEL 1 million, or another person recognised as such by the National Bank of Georgia;
2. Subject of the Agreement
2.1. Subject to the terms and conditions of this Agreement and the Fund Rules, the Investor hereby subscribes for and agrees to (i) acquire the Interest, (ii) contribute the Investment to the Fund; and (iii) become a member of the Fund.
2.2. The Investor shall transfer the Investment to the Fund within the period of 10 days after the Signing Date. For avoidance of any doubt, the membership of the Investor is conditional and becomes effective once the Investor contributes the Investment fully and irrevocably.
2.3. The Investor’s obligation to subscribe for and pay for the Interest shall be complete and binding upon the Investor’s execution and delivery of this Agreement and acceptance thereof by the Fund Manager. The Investor hereby agrees that this subscription is and shall be irrevocable and shall survive and shall not be affected by the subsequent death, disability, incapacity, dissolution, bankruptcy or insolvency of the Investor.
2.4. The Investor hereby acknowledges and accepts that, by virtue of signing of this Agreement, it accedes to the terms of the Fund Rules. It also acknowledges that (a) the Fund is not a regulated entity and is not subject to supervisions or regulation by any securities market regulator or listing authority; and (b) its ownership of the Fund’s unit will not be evidenced with any free floating document and/or certificate, other than signing of this Agreement.
3. Commissions and Distributions
3.1. The commissions and fees of the Fund Manager for the management and administration of the Fund consists of two components: the Management Fee and the Success Fee, each payable on Quarterly basis.
3.2. Management Fee amounts to 0.50% of the funds accumulated in the Fund and the Fund Manager is entitled to deduct it from the Fund notwithstanding the financial results of each Quarter, even if the Fund generates negative results.
3.3. Success fee amounts to 20% of the profit generated by the Fund in each Quarter. The parties hereby acknowledge and agree that rights of the Fund Manager are not dependent on the percentage of returns generated by the Fund and/or specific KPIs achieved. Rather, the Fund Manager shall be entitled to Success Fees any time the Fund generates positive returns.
3.4. The Investor shall be entitled to become a member of the Fund any time during the Quarter. However, in case the Investor enters the Fund in the middle of a given quarter, its return over the course of this particular Quarter shall be prorated with the number of days during which the Investor held active participation interest in the Fund. For any incomplete Quarter, the Investor’s yield shall be calculated according to the following formula:
Y = (I/T) * N * P
Where,
Y – means the yield of the Investor;
I – means the Total Investment made by the Investor;
T – total monetary pool in the Fund;
N – means Net amount distributable to the Investors, after deduction all fees and commissions payable to the Fund Manager;
P – means the percentage of a Quarter, during which the Investor held interest in the Fund.
3.5. For any complete Quarter, the Investor’s yield is generated according to the following formula:
Y = (I/T) * N
Where,
Y – means the yield due to the Investor;
I – means the Total Investment (which term shall include the initial investment made by the Investor, as well as accumulated and non-distributed yield and shall exclude all de-investments) made by the Investor;
T – total monetary pool in the Fund ;
N – means Net amount distributable to the Investors, after deduction all fees and commissions payable to the Fund Manager.
3.6. By the end of each Quarter, the Investor is entitled to withdraw its initial investment plus yield generated over the course of previous quarters by the Fund.
3.7. Investors are entitled to exit the Fund only at the end of each quarter, upon notifying the Fund Manager at least 2 (two) weeks prior to the end of the relevant quarter, in which case the exiting investor shall be entitled to the payment comprising of (i) the yield generated by the Fund and attributable to the Investment; (ii) the initial Investment in full, unless the investment has suffered losses due to market conditions or other risk factors not attributable to the gross negligence, fraudulent action or intentional act of the Fund Manager; (“i” and “ii” shall be jointly referred as the “Exit Amount”); and (iii) the Fund shall transfer the Exit Amount to the Investor within the term of [7] days after receiving the exist request from the Investor.
3.8. Management Fee and Success Fee are inclusive of any taxes attributable to the Fund Manager. They also include any storage and delivery charges, exchange and clearing house fees and all other fees incurred by the Fund Manager in connection with any investment made within the framework of investment policy embodied in the Fund Rules.
3.9. Furthermore, the Fund Manager shall be entitled to demand that the following expenses are paid separately by the Investor:
3.9.1. all extraordinary disbursements resulting from the Investor relationship e.g. telephone, telefax, courier, and postal expenses;
3.9.2. any expenses of the Fund Manager, caused by non-performance by the Investor, including a fee determined by the Fund Manager in relation to forwarding of reminders, legal assistance etc.;
3.9.3. any expenses of the Fund Manager in connection with replies to inquiries by public authorities, including a fee determined by the Fund Manager in relation to forwarding of transcripts and enclosures and for the preparation of copies;
3.9.4. any expenses of the Fund Manager reasonably incurred in connection with administration and management of the Fund.
3.10. The fees will be charged either as a fixed amount corresponding to payments effected, or as a percentage or hourly rate corresponding to the service performed. The methods of calculation can be combined. The Fund Manager reserves the right to introduce new fees.
3.11. The Fund Manager will upon reasonable request and to the extent possible disclose to the Investor the amount of commission, mark-up, mark-down or any other remuneration paid by the Fund Manager to any introducing broker or other third party.
3.12. All mounts due to the Fund Manager under this Agreement shall, at the Fund Manager’s option:
3.12.1. be deducted from any funds held by the Fund Manager for the Investor, if such expenses are attributable to the specific Investor;
3.12.2. be deducted from the funds held by the Fund Manager for all Investors pro rata with their membership, if such fees are attributable to all Investors and relate to general administration and management of the Fund.
4. Netting Agreement
4.1. If on any date the same amounts are payable under this Agreement by each party to the other in the same currency, then, each party's obligations to make payment of any such amount will be automatically satisfied by netting.
4.2. If the aggregate amount that is payable by one party exceeds the aggregate amount that is payable by the other party, then the party by whom the larger aggregate amount is payable shall pay the excess to the other party and the obligations to make payment of each party will be satisfied and discharged.
4.3. If the Investor relationship is terminated, the claims that the parties have against each other shall be finally discharged by means of netting (closed). The residual amounts shall be determined according to the principles set forth below and the final amount to be paid by one of the parties shall be the difference between the payment obligations of the parties.
4.4. When calculating the residual amount, the Fund Manager shall apply its usual spreads and include all costs and other charges.
4.5. This netting agreement shall be binding towards the estate and creditors of the parties to the Investor relationship.
5. Representations and Warranties.
5.1. The Fund Manager hereby represents and warrants to the Investor as of the date hereof as follows:
i. It is an entity duly organized, validly existing and in good standing under the laws of Georgia. It has all requisite corporate power and authority to own and operate its properties and assets, to execute and deliver this Agreement.
ii. All action necessary for the authorization of this Agreement has been taken. This Agreement, when executed and delivered, will be valid and binding obligations of the Fund Manager enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, (b) general principles of equity that restrict the availability of equitable remedies, and (c) to the extent that the enforceability of the indemnification provisions in this Agreement may be limited by applicable laws.
iii. The execution, delivery, and performance of and compliance with this Agreement, will not, with or without the passage of time or giving of notice, result in any such material violation, or be in conflict with or constitute a material default under any such term or provision, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Fund Manager or the suspension, revocation, impairment, forfeiture or nonrenewal of any permit, license, authorization or approval applicable to the Partnership, its business or operations or any of its assets or properties.
iv. It is not in violation of any applicable statute, rule, regulation, order or restriction of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business or the ownership of its properties, which violation would materially and adversely affect the business, assets, liabilities, financial condition, operating results or operations of the Fund.
v. The Fund is not and will not be registered under the Law of Georgia on Investment Funds or any other equivalent regulations. Therefore, its activities are not subject to supervisory oversight of the NBG or any other securities market regulator.
5.2. The Investor hereby represents and warrants to the Fund Manager as follows:
i. It has been advised that neither the Interest nor the offering of the Interest has been registered under the Law of Georgia on Securities Market or applicable state securities laws, but is being offered and sold pursuant to exemptions from such laws. The Investor has also been advised that the Fund will not be registered under the Law of Georgia on Investment Funds.
ii. The Interest is being acquired for investment for the Investor’s own account, not as a nominee or agent, and not with a view to distributing all or any part thereof. The Investor has no present intention of selling, granting any participation in or otherwise distributing the Interest, in whole or in part, in any manner contrary to the Securities Law;
iii. The Investor has been solely responsible for its own due diligence investigation of the Fund and its business and analysis of the merits and risks of the investment and subscription made pursuant to this Agreement. The Investor is not relying on anyone else’s analysis or investigation of the Fund, its business or the merits and risks of the Interest, other than professional advisers employed specifically by the Investor to assist it;
iv. The Investor, either alone or with the assistance of its professional adviser, has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of acquisition of the Interest and of making an informed investment decision with respect thereof;
v. The investment in the Interest is suitable for the Investor based upon its investment objectives and financial needs. The Investor’s overall commitment to investments that are illiquid or not readily marketable is not disproportionate to its net worth, and investment in the Interest will not cause such overall commitment to become excessive. Furthermore, the Investor’s financial condition is such that the Investor is able to bear the loss of the Investor’s entire investment in the Fund or risk of holding the Interest for an indefinite period of time;
vi. The Investor recognizes that the investment in the Fund is an investment involving a high degree of risk. The Investor has carefully read and understands the risk factors contained in the Fund Rules and understands that there can be no assurance that the Fund will be able to obtain any goals for investment or return on investment;
vii. The Investor is aware that its rights to transfer the Interests are restricted by the Securities Law and the relatively small market for the Interest. The Investor further understands that (i) it has no rights to require that such interests be, registered under the Securities Law; (ii) there will be no public market for the Interest; (iii) the Investor may not be able to avail itself of exemptions available for resale of the Interest without registration, and accordingly, may have to hold the Interest indefinitely; and (iv) it may not be possible for the Investor to liquidate its investment in the Fund.
viii. The Investor is a Sophisticated Investor as determined under the Securities Law. The Investor agrees to provide any additional documents and information that the Fund Manager reasonably requests for purposes of determining the Investor’s status as a sophisticated investor or qualified purchaser;
ix. The Investor is not relying on the Fund Manager or any of its partners, members, officers, employees, agents or representatives for legal, investment or tax advice, and the Investor has sought independent legal, investment and tax advice to the extent the Investor has deemed necessary or appropriate in connection with its decision to subscribe for the Interest;
x. The execution, delivery and performance by the Investor of this Agreement are within such person’s legal right, power and capacity, require no action by or in respect of, or filing with, any governmental body, agency, or official and do not and will not contravene, or constitute a default under, any provision of applicable law or regulation or of any agreement, judgment, injunction, order, decree or other instrument to which such person is a party or by which such person or any of his or her properties or assets is bound. This Agreement will constitute valid and binding agreements of such person, enforceable against such person in accordance with their terms;
xi. The Investor has carefully reviewed the Fund related information and understands the investment objectives and policies of, and the investment strategies that may be pursued by, the Fund Manager. The Investor has given appropriate consideration to the facts and circumstances relevant to its investment in the Fund and has determined that such investment is reasonably designed, taking into account the other investments of the Investor, to further the purposes of the Invest;
xii. The Investor acknowledges that the Fund and the Fund Manager may be subject to certain anti-money laundering and related provisions and otherwise prohibited from engaging in transactions with, or providing services to, certain foreign countries, territories, entities and individuals, including without limitation, specially designated nationals, specially designated narcotics traffickers and other parties subject to United States government or United Nations sanctions and embargo programs. In furtherance of the foregoing:
xiii. The Investor hereby represents and warrants the following and shall promptly notify the Fund Manager if any of the following ceases to be true and accurate:
(a) To the best of the Investor’s knowledge based upon appropriate diligence and investigation, none of the cash, cryptocurrency or crypto stable coin such as USDT or property that the Investor has paid or will pay or contribute to the Fund has been or shall be derived from or related to any activity that is deemed criminal under Georgian Law or contravene Georgian AML regulations;
(b) The Investor understands and agrees that if at any time it is discovered that any of the representations in this Section 5.2(xiii) are untrue or inaccurate, or if otherwise required by applicable law or regulation related to money laundering and similar activities, the Fund Manager may undertake appropriate actions to ensure compliance with applicable law or regulation, including, but not limited to segregation or redemption of the Investor’s investment in the Fund.
(c) The Investor acknowledges that the Fund Manager or any administrator acting on behalf of the Fund may require further documentation verifying the Investor’s identity or the identity of the Investor’s beneficial owners, if any, and the source of funds used to purchase the Interest. The Investor hereby agrees to provide such documentation as may be requested by the Fund Manager.
xiv. The Investor is not a resident of the United States and is not anyhow bound by the securities market regulations of the United Stated of America or, if the Investor is a US resident or otherwise bound by US securities regulations, it qualifies as a “Sophisticated Investor” as per the rules and regulations of the Securities and Exchange Commission.
xv. The foregoing representations and warranties are true and accurate as of the date hereof and shall continue to be true and accurate so long as the Investor holds the Interest.
6. Risk Acknowledgement
6.1. In the event the Fund Manager provides advice, information or recommendations to the Investor, the Fund Manager shall not be responsible for the profitability of such advice, information or recommendation and the Investor acknowledges, recognizes and understands that:
6.1.1. All transactions in exchange-traded investments and many Contracts will be effected subject to, and in accordance with, the Fund Rules;
6.1.2. If any exchange or clearing house takes any action which affects a transaction or Contract, directly or indirectly, including any Futures, then the Fund Manager is entitled to take any action relevant to the situation and reasonable to the parties in the interests of the Investor and/or the Fund;
6.1.3. The Fund Manager shall not be liable for any loss suffered by the Investor as a result of the acts or omissions of any exchange or clearing house or any action reasonably taken by the Fund Manager as a result of such acts or omissions unless the Fund Manager has exercised gross negligence in connection hereby.
6.2. The Investor acknowledges, recognizes and understands that trading and investments in cryptocurrency derivatives is:
6.2.1. highly speculative;
6.2.2. may involve an extreme degree of risk; and
6.2.3. is appropriate only for persons who can assume risk of loss of their investments.
6.3. The Investor acknowledges, recognizes and understands that:
6.3.1. price changes in the underlying asset may result in significant losses, which may substantially exceed the client's investment; any profit or loss arising as a result of a fluctuation in the value of the asset or the underlying asset will be entirely for the Client's account and risk;
6.3.2. the Investor warrants that the Investor is willing and able, financially and otherwise, to assume the risk of trading in speculative investments;
6.3.3. the Investor agrees not to hold the Fund Manager responsible for losses incurred as a consequence of the Fund Manager carrying the Client's account and following its recommendations or suggestions or those of its employees, associates or representatives, unless the Fund Manager has exercised gross negligence in connection herewith;
6.3.4. the Investor accepts that guarantees of profit or freedom from loss are impossible in derivative trading; and
6.3.5. the Investor accepts that the Investor has received no such guarantees or similar representations from the Fund Manager or representatives hereof or any other entity, which was involved in Investor relations.
7. Reporting Obligations
7.1. The Fund Manager shall provide quarterly reports from its accountants to all Investors within the term of 10 (ten) days after expiration of each quarter.
7.2. Notwithstanding the generality of the above, the Fund Manager will make its best efforts to reply in a timely fashion to each Investor if and to the extent that the inquiry relates to the performance of the Investment made by the Investor in question and does not jeopardize the Fund’s open positions.
8. Indemnity and Limitation of Liability
8.1. The Investor is obliged to compensate the Fund Manager for all losses, taxes, expenses, costs and liabilities whatsoever (present, future, contingent or otherwise and including reasonable legal fees) which may be suffered or incurred by the Fund Manager as a result of or in connection with:
8.1.1. the Investors breach of this Agreement or the Fund Rules;
8.1.2. The Fund Manager entering into any transaction or contract; or
8.1.3. The Fund Manager taking any of the steps which the Fund Manager is entitled to take under this Agreement.
8.2. This right to compensation shall survive any termination of the Investor relationship.
8.3. Without prejudice to the above, the Fund Manager shall not be liable for:
8.3.1. any loss (including consequential and other indirect losses), expense, cost or liability (together referred to as "Loss") suffered or incurred by the Investor as a result of or in connection with the provision of the services unless and to the extent that such Loss is suffered or incurred as a result of the Fund Manager’s gross negligence or willful default;
8.3.2. any Loss due to actions taken by the Fund Manager according to its rights under this Agreement or Fund Rules;
8.3.3. any consequential or other indirect loss suffered or incurred by the Investor whether arising from the Fund Manager’s negligence or otherwise.
8.4. Especially, the Investor acknowledges, recognizes and accepts that any market recommendation and any information communicated by the Fund Manager does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell a contract and that such recommendation and information, although based upon information from sources believed by the Fund Manager to be reliable, may be based solely on an individual opinion and that such information may be incomplete and may be unverified and unverifiable. The Fund Manager makes no representation, warranty or guarantee as to, and shall not be responsible for, the accuracy or completeness of any information or trading recommendation given to the Investor, if any.
9. Confidentiality
9.1. Neither party shall disclose any information relating to the business, investments, finances or other matters of a confidential nature of the other party of which it may in the course of its duties or obtain possession of, and each party shall use all reasonable endeavors to prevent any such disclosure. However, this shall not apply if a party is obliged hereto due to prevailing legislation, or to a legislative or supervising authority, or to another person who according to the law is entitled to demand disclosure, or in order to enable the party sufficiently to fulfill its obligations pursuant to this Agreement.
9.2. By accepting this Agreement and the terms of the Fund Rules, the Investor authorizes the Fund Manager to disclose such information relating to the Investor as may be required by any law, rule or regulatory authority, including any applicable market rules, without prior notice to the Investor.
9.3. The Investor’s personal information will be stored no longer than necessary to carry out the purposes listed in this Agreement and the Fund Rules. The Investor has the right to request correction, supplementation, deletion, or blocking of such personal information if inaccurate, incomplete, or irrelevant for the purposes of the processing or if processed in any other way that is unlawful. In certain circumstances, the Investor may also have the right to object for legitimate reasons to the processing of such personal data in accordance with the procedures set forth in the applicable data protection regulations and to seek other legal remedies available in connection with the processing of such personal information.
10. Governing Law And Choice Of Jurisdiction
10.1. The investor relationship and this Agreement are subject to and shall be construed in accordance with Georgian law as the sole and exclusive governing law.
10.2. The Investor and the Fund Manager have agreed that the Georgian Courts shall have exclusive jurisdiction and be the sole and exclusive venue in disputes regarding the Investor relationship and this Agreement and any and all dealings between the Investor and the Fund Manager. However, the Fund Manager reserves the right to commence proceedings in any competent court and jurisdiction that it may find suitable, including but not limited to jurisdictions in which the Investor is a citizen or resident and jurisdictions in which the Investor possesses assets.
10.3. This Clause shall survive any termination of the Investor relationship.
11. Notices
11.1. Any notice to be given by a Party pursuant to this Agreement shall be in writing (the “Notice”) and shall be deemed duly served if delivered personally or by courier or sent by e-mail or by prepaid registered post to the address of the applicable Party given in this Agreement or duly changed after the date of this Agreement, if the change is properly notified to the other Party. Any notice delivered personally or by courier shall be deemed served at the actual date of delivery. Any Notice sent by e-mail shall be deemed served when dispatched and any Notice served by registered post shall be deemed served 2 days after posting to an address in the same country as that in which it was posted or 4 days after posting to an address outside such country. In proving the service of any Notice it will be sufficient to prove, in the case of a letter, that such letter was properly stamped, addressed and placed in the post and, in the case of an e-mail, that the relevant message was dispatched from the sender’s server.
11.1.1. For the purposes of the notifications to be made hereunder, the following requisites of the Parties shall be used:
For the Investor:
Address:
Tel:
E-mail: [
]
Attn.: [ ]
For the Fund Manager.
Nicholas Levenstein & Co
515 North State Street, FL 14
Chicago, IL 60654
nick@levenstein.net
+1 312 600 6610
12. Miscellaneous
12.1. If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions under the law of that jurisdiction nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall be in any way affected.
12.2. The Fund Manager shall not be liable to the Investor for any failure, hindrance or delay in performing its obligations under this Agreement where such failure, hindrance or delay arises directly or indirectly from circumstances beyond its reasonable control. Such force majeure events shall include without limitation any technical difficulties such as telecommunications failures or disruptions, loss of smartphone(s), non-availability of the Fund Manager’s or any other website e.g. due to maintenance downtime, declared or imminent war, revolt, civil unrest, catastrophes of nature, statutory provisions, measures taken by authorities, strikes, lock-outs, boycotts, or blockades and any other event listed at https://www.levenstein.net/riskfactors notwithstanding that the Fund Manager is a party to the conflict and including cases where only part of the Fund Manager’s functions are affected by such events.
12.3. Furthermore, the Fund Manager is entitled in its reasonable opinion to determine that an emergency or an exceptional market condition has occurred. Such conditions shall include, but are not limited to, the suspension or closure of any market or the abandonment or failure of any event to which the Fund Manager relates its quote or the occurrence of an excessive movement of an underlying market or the Fund Manager’s reasonable anticipation of the occurrence of such a movement. In such cases the Fund Manager may increase its funding requirements, reduce the Investor’s returns exposure and/or suspend trading.
12.4. The Investor may not assign its rights or delegate any of the Investor's obligations under this Agreement to others whereas the Fund Manager may assign its rights or delegate its obligations to any financial institution.
12.5. The rights and remedies contained in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
12.6. No delay or omission on the part of the Fund Manager in exercising any right, power or remedy provided by law or under the Agreement, or partial or defective exercise thereof, shall:
12.6.1. impair or prevent further or other exercise of such right, power or remedy; or
12.6.2. operate as a waiver of such right, power or remedy.
12.7. No waiver of pleading a default of a clause in this Agreement shall (unless expressly agreed in writing by the waiving party) be construed as a waiver of a future breach of the same clause or as authorizing a continuation of the particular breach.
12.8. The Parties hereby agree that the foregoing Agreement will be signed electronically only.
12.9. The Parties shall communicate in English or any other language agreed between them.
IN WITNESS WHEREOF, the signatures of the duly authorized representatives of the Parties as of the day and year first written above.
For and on behalf of the Investor:
By: ________________________
Name:
Title:
For and on behalf of the Fund Manager:
By: __________________________
Name:
Title: Its Manager