Management Company and GP Entity Administration Terms

The following AngelList Management Company and GP Entity Administration Terms (these “ AngelList Management Company and GP Entity Administration Terms ”) are a legally binding agreement between “ you ” or “ Customer ” or “ Manager ” and us (“ AngelList ,” the “ Company ,” “ us ,” or “ we ”) dated as of the date that accepted this Agreement either by the Customer indicating their acceptance of this Agreement or by Customer executing an agreement referencing these AngelList Management Company and GP Entity Administration Terms (the “ Effective Date ”). These AngelList Management Company and GP Entity Administration Terms modify and supplement the Master Services Agreement , the terms and conditions of which are hereby expressly incorporated by reference, and together with the Master Services Agreement, collectively governs AngelList’s provision of Management Company Administration Services (as defined in the Master Services Agreement) to you or your Management Company (as defined below). Capitalized terms used in these AngelList Management Company and GP Entity Administration Terms, but not defined herein have the meanings given to such terms in the Master Services Agreement. In the event of any conflict or inconsistency between these AngelList Management Company and GP Entity Administration Terms and the Master Services Agreement, the applicable terms of these AngelList Management Company and GP Entity Administration Terms will control with respect to AngelList’s provision of the Management Company Administration Services. AngelList and Customer may be singularly referred to in this Agreement as a “ Party ,” or collectively as the “ Parties. ”

Management Company Administration Services

AngelList shall provide the administrative and compliance support services (the “ Management Company Administration Services ”) for Customer’s management company (a “ Management Company ”) as described in the Engagement Letter (including any referenced scopes of service in such Engagement Letter (the “ Scopes of Service ”)) by and between the Manager and AngelList or, in the event that the Manager does not have an Engagement Letter applicable to the relevant management company, as described on the AngelList Platform.

If the Management Company has yet to be legally formed as of the Effective Date, the Manager agrees that these AngelList Management Company Administration Terms shall be deemed to have been accepted in their entity on behalf of the Management Company upon the formation and organization of the Management Company.

Notwithstanding anything to the contrary herein, the Manager acknowledges that AngelList may in its sole discretion engage third parties to perform any of the Management Company Services (each, a “ Subcontractor ”).

The Manager acknowledges that the Management Company Administration Services are administerial and non-discretionary in nature and that, in providing the Management Company Administration Services, no fiduciary relationship is created between the Management Company, any Fund(s), and AngelList, and that AngelList is not providing any services hereunder relating to the management, investment advisory, or sub-advisory functions of any Fund or Management Company, nor is it providing legal advice or services, public accounting or auditing services or advice, tax advice, or other services normally performed by counsel, auditors or tax advisers. Nothing herein shall be construed to create an attorney-client relationship between the Manager, the Management Company, and AngelList. The Manager and any Management Company acknowledge that AngelList does not provide public accounting or auditing services or advice and will not be making any tax filings, or doing any tax reporting on your behalf or on behalf of the Fund, other than those specifically agreed to hereunder. AngelList will not fund or pay taxes or expenses for the Management Company, Manager, or its members, unless agreed in writing.

The Manager acknowledges that the Scope of Services may be subject to change at AngelList’s sole discretion. The Scope of Services shall not be increased as a result of new or revised regulatory or other requirements that may become applicable with respect to the Management Company, unless explicitly agreed to by AngelList. Any such increase in the Scope of Services may require an additional fee payable to AngelList.

GP Entity Administration Services

AngelList shall provide the administrative and compliance support services (the “ GP Entity Administration Services ") for Customer’s general partner entity (a “ GP Entity ") as described in the Engagement Letter (including any referenced scopes of service in such Engagement Letter (the “ Scopes of Service ") by and between the Manager and AngelList or, in the event that the Manager does not have an Engagement Letter applicable to the relevant GP Entity, as described on the AngelList Platform.

If the GP Entity has yet to be legally formed as of the Effective Date, the Manager agrees that these AngelList Management Company and GP Entity Administration Terms shall be deemed to have been accepted in their entity on behalf of GP Entity upon the formation and organization of the GP Entity.

Notwithstanding anything to the contrary herein, the Manager acknowledges that AngelList may in its sole discretion engage a Subcontractor to perform any of the GP Entity Administration Services.

The Manager acknowledges that the GP Entity Administration Services are administerial and nondiscretionary in nature and that, in providing the GP Entity Administration Services, no fiduciary relationship is created between the GP Entity, any Fund(s), and AngelList, and that AngelList is not providing any services hereunder relating to the management, investment advisory, or sub-advisory functions of any Fund or GP Entity, nor is it providing legal advice or services, public accounting or auditing services or advice, tax advice, or other services normally performed by counsel, auditors or tax advisers. Nothing herein shall be construed to create an attorney-client relationship between the Manager, the GP Entity, and AngelList. The Manager and any GP Entity acknowledge that AngelList does not provide public accounting or auditing services or advice and will not be making any tax filings, or doing any tax reporting on your behalf or on behalf of the Fund, other than those specifically agreed to hereunder. AngelList will not fund or pay taxes or expenses for the GP Entity, Manager, or its members, unless agreed in writing.

The Manager acknowledges that the Scope of Services may be subject to change at AngelList’s sole discretion. The Scope of Services shall not be increased as a result of new or revised regulatory or other requirements that may become applicable with respect to the GP Entity, unless explicitly agreed to by AngelList. Any such increase in the Scope of Services may require an additional fee payable to AngelList.

Relationship of the Parties

The relationship between the Parties is that of independent contractors. Nothing in this AngelList Management Company and GP Entity Administration Terms creates an agency, partnership, joint venture, employment, fiduciary relationship, or other joint enterprise. No Party has authority to bind the other, unless explicitly authorized.

These AngelList Management Company and GP Entity Administration Terms do not create an attorney-client relationship. AngelList does not provide legal services or legal advice. The Manager is advised to seek independent legal counsel.

The Manager must independently review all Management Company documents. AngelList is not responsible for the content of such documents.

As long as AngelList provides the Management Company Services, the Manager and the Management Company shall consult with AngelList regarding the Management Company Services and provide such information, advice, and instructions to AngelList as necessary to enable AngelList to provide the Management Company Services in accordance with these AngelList Management Company and GP Entity Administration Terms.

Compensation

The Manager and/or Management Company agree to pay AngelList the Service Fees according to the payment schedule in their Customer Agreement with AngelList.

Fund-related fees or expenses, including those for formation, management, or administration (whether or not payable to AngelList), are not covered by this AngelList Management Company and GP Entity Administration Terms and are governed by separate Customer Agreements.

Intellectual Property and Confidentiality

During the course of the performance of the Management Company Services, each party (the “ Disclosing Party ”) may provide the other party (the “ Receiving Party ”) with certain non- public information regarding the Disclosing Party’s business, including, but not limited to technology, products, investors, investment opportunities, services, information concerning trade secrets, customer relationships, activities, plans, finances, operations, methods, and/or other information relating to the past, present, or future business activities of the Disclosing Party and its affiliated entities, that is marked or designated by the Disclosing Party as “confidential” or “proprietary” at the time of disclosure or that reasonably would be understood to be confidential given the circumstances of disclosure (collectively, “ Confidential Information ”).

The Receiving Party agrees that it will not use or disclose to any third party (except to the Receiving Party’s subcontractors and to its accountants, auditors, regulators, subcontractors, and attorneys, who are all under obligations of confidentiality to such party) any Confidential Information of the Disclosing Party, except in performance of its obligations under this Agreement. The Receiving Party will limit access to the Confidential Information to those employees or contractors of the Receiving Party or its affiliates who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information. In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party shall provide to the Disclosing Party a written affidavit certifying compliance with this sentence upon request. Notwithstanding the foregoing and provided that the Receiving Party preserves the confidentiality of any Confidential Information retained, the Receiving Party shall not be in breach of this Agreement should the Receiving Party retain records containing Confidential Information in accordance with its established document retention policy, which is designed to comply with SEC document retention regulations, copies of which are to be destroyed in accordance with the Receiving Party’s internal procedures.

Information will not be deemed confidential to the extent, but only to the extent, that such information (i) is or becomes generally available to the public other than as a result of disclosure by the Receiving Party or its affiliates or representatives (or any person to whom the Receiving Party, its affiliates or representatives disclosed such information); (ii) was known by the Receiving Party prior to its disclosure as provided herein; (ii) was independently developed by the Receiving Party without use of the Confidential Information; or (iv) becomes available to the Receiving Party on a non-confidential basis from a source not connected with the Management Company Services, provided that such source is not bound by a confidentiality agreement, confidentiality obligation or fiduciary duty which prohibits disclosure and the Receiving Party has no reason to believe that such source may be restricted from making such disclosure. In addition, the Receiving Party may disclose Confidential Information (a) in connection with any governmental, administrative or regulatory proceeding (including any inspection or examination), after reasonable prior written notice to the Disclosing Party (except where such notice is expressly prohibited by law), (b) in connection with any required governmental, administrative or regulatory filing, after reasonable prior written notice to the Disclosing Party (except where such notice is expressly prohibited by law). In the event that the Receiving Party is served with legal process seeking disclosure of Confidential Information of the other party, the Receiving Party shall provide prompt written notice to the Disclosing Party, unless otherwise prevented by operation of law, and give the Disclosing Party an opportunity to respond prior to such disclosure.

Term and Termination

These AngelList Management Company and GP Entity Administration Terms shall continue until terminated by either Party with two (2) weeks’ prior written notice. No refund will be given for annual service fee installments upon such termination.

The following sections survive termination: Intellectual Property and Confidentiality, Term and Termination, Indemnification, and Limitation of Liability.

Termination of this AngelList Management Company and GP Entity Administration Terms does not affect other agreements between the Parties.

No Legal Advice

The Manager on behalf of itself and the Management Company acknowledges AngelList is not a law firm and does not provide legal advice. The Manager further agrees that Management has and has had the opportunity to be represented by independent legal counsel.

Indemnification

Indemnification by Manager. Manager shall indemnify and hold harmless AngelList, its affiliates, the respective directors, officers, agents and employees of  AngelList (AngelList and each such entity or person hereinafter referred to as an “ Indemnified Person ”) from and against any losses, claims, damages, judgments, assessments, costs and other liabilities reasonably incurred by or imposed upon the Indemnified Person in arising: (i) from acts or omissions that are the result of Manager’s fraud, gross negligence or willful misconduct in the performance of or failure to perform its obligations hereunder, except where such performance or failure to perform was at AngelList’s direct instruction; (ii) from Manager’s violation of any material term of the Agreement; (iii) from Manager’s violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) from Manager’s violation of any law, rule or regulation of the United States or any other country, (v) the facilitation of any Management Company Administration Services as directed by the Manager, including, but not limited to, the processing and reimbursement of fund expenses or the facilitation of investment deployments, (vi) from Manager’s custodying of digital assets, and (vii) in respect of any interest in the Fund, unless such claim results primarily from AngelList’s gross negligence or willful misconduct, and will reimburse each Indemnified Person for all reasonable and documented out-of-pocket fees and expenses as they are incurred in investigating, preparing, pursuing or defending any claim, action, proceeding or investigation, in connection with pending or threatened litigation to which the Indemnified Person is a party and brought by a third party (collectively, “ Actions ”); provided, however, no indemnification shall be provided with respect to matters as to which the Indemnified Person shall have been adjudicated with respect to any Action: (i) not to have acted in good faith, (ii) to have acted with gross negligence or willful misconduct, or (iii) to have acted in violation of this Agreement. If any term, provision, covenant or restriction contained in this provision is held by a court of competent jurisdiction or other authority by judgment or order, to be invalid, void, unenforceable or against its regulatory policy, the remainder of the terms, provisions, covenants and restrictions contained in this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

For the avoidance of doubt, to the extent that the immediately preceding paragraph conflicts with any other indemnification obligations applicable to Manager, the indemnification obligation with the broadest coverage in favor of AngelList shall apply.

Indemnification by AngelList: AngelList shall indemnify and hold harmless Manager and its affiliates, respective partners, members, stockholders, general partners, managing directors, officers, directors, trustees, employees or agents, and each other person, if any, controlling the Management Company or any of their affiliates, from and against any and all third party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising: (i) from acts or omissions that are the result of AngelList’s fraud, gross negligence or willful misconduct in the performance of or failure to perform its obligations hereunder, except where such performance or failure to perform was at Manager’s direct instruction; (ii) from AngelList's violation of any material term of these AngelList Management Company and GP Entity Administration Terms; (iii) from AngelList's violation of any third party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; and (iv) from AngelList’s violation of any law, rule or regulation of the United States or any other country, and AngelList will reimburse Manager for all reasonable and documented out-of-pocket fees and expenses as they are incurred in investigating, preparing, pursuing or defending any claim, action, proceeding or investigation, in connection with pending or threatened litigation to which Manager is a party and brought by a third party (collectively, “Actions”); provided, however, no indemnification shall be provided with respect to matters as to which Manager shall have been adjudicated with respect to any Action: (i) not to have acted in good faith, (ii) to have acted with gross negligence or willful misconduct, or (iii) to have acted in violation of this Agreement.

Limitation of Liability

AngelList’s liability is limited to the greater of $10,000 or the compensation actually paid to AngelList (or its designees) under the applicable Customer Agreement for Management Company Administration Services.

Power of Attorney

The Manager, with authority to act on behalf of the Management Company, in connection with hereby constitutes and appoints the AngelList and any direct or indirect subsidiary and their officers and employees, as its true and lawful agents and attorneys-in-fact (the “ Attorney(s)-in-fact ”), in its name, place and stead to act as the Management Company’s agents for the following purposes and subject to the following conditions:

1. To Prepare, execute and deliver on the Management Company’s name and on the Management Company’s behalf and/or the GP Entity’s name and on the GP Entity’s behalf all contracts, licenses, other documents, instruments and agreements, and government regulatory or tax filings as may be deemed by the Attorney(s)-in-fact necessary for the performance of the Management Company Services (the “ Granted Authorities ").
2. To delegate the Granted Authorities to a Subcontractor as AngelList deems necessary and appropriate to provide the Management Company Administration Services or GP Entity Administration Services.

The Manager and the Management Company grant to such Attorneys-in-fact full power and authority to do and perform any and every act and thing in compliance with each such Granted Authority whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the Manager or Management Company might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such Attorney-in-fact, or such Attorney-in-fact's substitute or substitutes, has done in the past and shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.

All power and authorities granted under this power of attorney are revocable by the Manager and Management Company upon one week’s notice delivered to the Attorneys-in-fact by written communication, including but not limited to personal delivery, mail, or electronic transmission. The foregoing power of attorney is coupled with an interest and shall survive and shall not be affected by the subsequent death, disability or incapacity of the Manager.

Miscellaneous

Notices must be in writing and are deemed given when delivered in person, by email, by overnight mail, or three days after mailing via certified mail.

The AngelList Management Company and GP Entity Administration Terms are governed by the laws of Delaware.

All disputes shall be resolved by binding arbitration before a JAMS arbitrator in San Francisco, CA, under JAMS Comprehensive Arbitration Rules. By agreeing to arbitration, the Parties waive rights to jury trials, appeals, and some procedural protections. Judgment may be entered in any court with jurisdiction. The prevailing party is entitled to costs and attorneys’ fees.

If any part of these AngelList Management Company and GP Entity Administration Terms is found invalid or unenforceable, it will be severed. Modifications must be in writing and signed.

These AngelList Management Company and GP Entity Administration Terms, the Master Services Agreement, and any Customer Agreement for the provision of Management Company Administration Services are the entire agreement regarding the Management Company Services and supersedes prior understandings.

These AngelList Management Company and GP Entity Administration Terms are binding upon and inure to the benefit of the Parties and their successors or assigns.

AngelList reserves the right, at our sole discretion, to modify, update, or replace these AngelList Management Company and GP Entity Administration Terms at any time. Such changes will become effective upon providing notice to you, which may include posting the updated AngelList Management Company and GP Entity Administration Terms on our website or through other appropriate communication channels. Your continued use of our services after the effective date of any changes constitutes your acceptance of the revised AngelList Management Company and GP Entity Administration Terms.