SPECIAL TERMS & CONDITIONS

The Syndicate retains Carried Interest only if investor returns from exit exceed the hurdle rate of 10%.

In addition to the Management Fee, a Platform Fee is charged directly to the SPV by the administrative company Encarte Inc. (operating under the "Canopy" brand — www.heycanopy.com) at a variable rate calculated based on the total SPV capital as follows: [fixed fee of $6,000 plus 1% of SPV/fund capital, capped at $16,000]. The exact Platform Fee amount can only be determined after deal closing and is allocated proportionally among all SPV investors.

Notice to U.S. Investors: The syndicate is required to file Form D documents (known as "blue sky filings") with the appropriate state securities commission based on the investor's state of residence for each investment made by a U.S. resident (including personal LLCs), which incurs additional costs. These costs must be fully reimbursed to the syndicate by the investor. Filing fees vary by state. For example, New York state blue sky filing costs $300 for funds under $500k and $1,200 for funds over $500k. https://www.nasaa.org/wp-content/uploads/efd/Form-D-fees-matrix.pdf