Datasets:

angellist

/

cupcakeLPAParsingTest

like 0

###Human: Determine if the accounting term Closings from description Except as provided in Article VIII, following the first Closing, no additional Interests will be issued. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Closings from description Except as provided in Article VIII, following the first Closing, no additional Interests will be issued. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Expenses from description Standard. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Expenses from description Standard. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Organizational Expenses from description Standard, no cap. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Organizational Expenses from description Standard, no cap. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Allocation of Net Income and Loss (Article VI) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Allocation of Net Income and Loss (Article VI) from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term K-1 Timing from description See "Reports" is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term K-1 Timing from description See "Reports" is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reports from description The Fund will prepare and duly and timely file, at the Fund's expense, all tax returns required to be filed by the Fund. The Manager will send or cause to be sent to each Member within 90 days after the end of each Fiscal Year, or a later date as determined in the discretion of the Manager, information relating to the Fund as is necessary for the Member to complete its federal, state and local income tax returns that include that Fiscal Year. No provision of quarterly/annual reports. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reports from description The Fund will prepare and duly and timely file, at the Fund's expense, all tax returns required to be filed by the Fund. The Manager will send or cause to be sent to each Member within 90 days after the end of each Fiscal Year, or a later date as determined in the discretion of the Manager, information relating to the Fund as is necessary for the Member to complete its federal, state and local income tax returns that include that Fiscal Year. No provision of quarterly/annual reports. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Valuation from description No real valuation section, but references to FMV. "Fair Market Value" of property means the amount that would be paid for that property in cash at the closing by a hypothetical willing buyer to a hypothetical willing seller, each having knowledge of all relevant facts and neither being under a compulsion to buy or sell, as determined by the Manager in good faith. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Valuation from description No real valuation section, but references to FMV. "Fair Market Value" of property means the amount that would be paid for that property in cash at the closing by a hypothetical willing buyer to a hypothetical willing seller, each having knowledge of all relevant facts and neither being under a compulsion to buy or sell, as determined by the Manager in good faith. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: No Is the management fee offset by any such placement fees: No is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":nan,"manual":nan,"nonFoundational":nan}

###Human: Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: No Is the management fee offset by any such placement fees: No is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":nan,"manual":nan,"nonFoundational":nan}

###Human: Determine if the accounting term Administrative Reserve; Manager and Organizer Fees (4.9) from description The Manager will be compensated on a fee for service basis pursuant to the terms of a separate Master Services Agreement with the Organizer. Such compensation shall be paid from the Administration Reserve and the Manager will not receive a separate right to any Interest or profits of the Fund. At the time Capital Contributions are made, the Manager shall transfer to the Organizer thirty percent (30%) of all such amounts which the Organizer shall set aside, hold and administer as an “Administration Reserve” and such amounts shall not be used to invest in Portfolio Company Securities. During the term of the Fund, the Organizer shall maintain the Administration Reserve (plus any interest that may accrue thereon, if any) as a reserve for Fund expenses and pay out from the Administration Reserve from time to time, as it deems necessary or advisable, the following: • Initiation, annual and other service fees properly payable to the Manager for its services pursuant to a Master Services Agre is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":nan,"manual":nan,"nonFoundational":nan}

###Human: Determine if the accounting term Administrative Reserve; Manager and Organizer Fees (4.9) from description The Manager will be compensated on a fee for service basis pursuant to the terms of a separate Master Services Agreement with the Organizer. Such compensation shall be paid from the Administration Reserve and the Manager will not receive a separate right to any Interest or profits of the Fund. At the time Capital Contributions are made, the Manager shall transfer to the Organizer thirty percent (30%) of all such amounts which the Organizer shall set aside, hold and administer as an “Administration Reserve” and such amounts shall not be used to invest in Portfolio Company Securities. During the term of the Fund, the Organizer shall maintain the Administration Reserve (plus any interest that may accrue thereon, if any) as a reserve for Fund expenses and pay out from the Administration Reserve from time to time, as it deems necessary or advisable, the following: • Initiation, annual and other service fees properly payable to the Manager for its services pursuant to a Master Services Agre is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":nan,"manual":nan,"nonFoundational":nan}

###Human: Determine if the accounting term Fund Control Structure from description Fund is a series of its master, Ehcsor Holdings LLC. Manager is Kenneth Rosche, he is the Organizer as well. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description Fund is a series of its master, Ehcsor Holdings LLC. Manager is Kenneth Rosche, he is the Organizer as well. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Term from description "Outside Date" means the last day of the ten-year period beginning on the date of the Closing unless the Manager has extended that period in accordance with Section 10.2, in which case the "Outside Date" means the expiration of that extended period. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Term from description "Outside Date" means the last day of the ten-year period beginning on the date of the Closing unless the Manager has extended that period in accordance with Section 10.2, in which case the "Outside Date" means the expiration of that extended period. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contributions from description No contributions beyond initial contribution. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contributions from description No contributions beyond initial contribution. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions Waterfall from description Amounts initially apportioned to the Manager will be distributed to the Manager, and amounts initially apportioned to a Member will be distributed to that Member, in the following proportions and order of priority: (a) First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution ; and then (b) The Carry Percentage of the remainder to the Organizer (as defined in this Agreement), if any; and the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. Carry Percentage = 0% is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions Waterfall from description Amounts initially apportioned to the Manager will be distributed to the Manager, and amounts initially apportioned to a Member will be distributed to that Member, in the following proportions and order of priority: (a) First, to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution ; and then (b) The Carry Percentage of the remainder to the Organizer (as defined in this Agreement), if any; and the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. Carry Percentage = 0% is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Closings from description Except as provided in Article VIII, following the first Closing, additional Interests may be issued for up to 6 months after the first Closing, after which no new Interests will be issued. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Closings from description Except as provided in Article VIII, following the first Closing, additional Interests may be issued for up to 6 months after the first Closing, after which no new Interests will be issued. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term In-Kind Distributions from description Whenever a Distribution provided for in this Section 7.2 is payable in property other than cash, the value of the Distribution will be deemed to be the Fair Market Value of that property as determined in good faith by the Manager. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term In-Kind Distributions from description Whenever a Distribution provided for in this Section 7.2 is payable in property other than cash, the value of the Distribution will be deemed to be the Fair Market Value of that property as determined in good faith by the Manager. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term General Partner Clawback from description None is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term General Partner Clawback from description None is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term LP Clawback from description None is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term LP Clawback from description None is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Organizational Expenses from description All organizational and operating expenses of the Fund will be paid by the Fund (excluding any regulatory expenses, or other costs incurred by the Manager in connection with its daily operations, including but not limited to salary and other payments to employees or officers of the Manager). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Organizational Expenses from description All organizational and operating expenses of the Fund will be paid by the Fund (excluding any regulatory expenses, or other costs incurred by the Manager in connection with its daily operations, including but not limited to salary and other payments to employees or officers of the Manager). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Audit from description None is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Audit from description None is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Accounts from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Accounts from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Allocations of Net Income and Net Loss from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Allocations of Net Income and Net Loss from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Amounts Withheld from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Amounts Withheld from description nan is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Tax Distributions from description None is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Tax Distributions from description None is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reports from description No provision on quarterly or annual reports. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reports from description No provision on quarterly or annual reports. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: No Is the management fee offset by any such placement fees: N/A NOTE TO VCA - If there is (1) pushback from the customer on including the language and (2) the vehicle is an SPV, we can drop the request. If the vehicle is a Fund, we need to include the language. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Placement Fees/Broker-Dealer from description Are placement fees listed as a permissible fund expense: No Is the management fee offset by any such placement fees: N/A NOTE TO VCA - If there is (1) pushback from the customer on including the language and (2) the vehicle is an SPV, we can drop the request. If the vehicle is a Fund, we need to include the language. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Follow-On Investment RIghts from description At times the Fund's investment in a Portfolio Company by its terms gives rise to preferential rights, requests to purchase additional shares in that Portfolio Company's future offerings, or a general right of first refusal (collectively, "Follow-on Investment Rights"). The Fund hereby assigns and delegates all Follow-on Investment Rights to the Organizer. In the event that the Fund, as a holder of Portfolio Company Securities, is presented with the opportunity or request to make additional or "follow-on" investments in that Portfolio Company, the Fund may make those follow on investments; provided, however, the Organizer may, in its sole discretion, organize one or more additional entities with additional members for the purpose of making that follow on investment and may extend any investment opportunity to the Members at its own discretion. All decisions related to the exercise of these rights will belong to the Organizer and will be made at the Organizer's sole discretion. The Fund' is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Follow-On Investment RIghts from description At times the Fund's investment in a Portfolio Company by its terms gives rise to preferential rights, requests to purchase additional shares in that Portfolio Company's future offerings, or a general right of first refusal (collectively, "Follow-on Investment Rights"). The Fund hereby assigns and delegates all Follow-on Investment Rights to the Organizer. In the event that the Fund, as a holder of Portfolio Company Securities, is presented with the opportunity or request to make additional or "follow-on" investments in that Portfolio Company, the Fund may make those follow on investments; provided, however, the Organizer may, in its sole discretion, organize one or more additional entities with additional members for the purpose of making that follow on investment and may extend any investment opportunity to the Members at its own discretion. All decisions related to the exercise of these rights will belong to the Organizer and will be made at the Organizer's sole discretion. The Fund' is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Custom Closing Flow Requirements from description No sub doc provided. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Custom Closing Flow Requirements from description No sub doc provided. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description Delaware limited partnership. GP is a Delaware LLC. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description Delaware limited partnership. GP is a Delaware LLC. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term GP Commitment from description 10%, up to $5 million. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term GP Commitment from description 10%, up to $5 million. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee from description An annual rate of 2.5% of capital commitments. After the Investment Period, the annual rate of the management fee shall be reduced by 0.25% per year; however, in no event shall the Management Fee be reduced below 1.5% is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee from description An annual rate of 2.5% of capital commitments. After the Investment Period, the annual rate of the management fee shall be reduced by 0.25% per year; however, in no event shall the Management Fee be reduced below 1.5% is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Investment Period from description The Investment Period is the period of time beginning with the Activation Date and ending on the fifth (5th) anniversary of the Partnership’s final closing date. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Investment Period from description The Investment Period is the period of time beginning with the Activation Date and ending on the fifth (5th) anniversary of the Partnership’s final closing date. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Term from description 10 years unless extended pursuant to the below. Upon or prior to the Termination Date, or such subsequent dates to which the Partnership term has previously been extended pursuant to this paragraph, the General Partner may, in its discretion, extend the Partnership term (a) for two (2) additional one-year periods and (b) for additional one-year periods with the consent of a Majority in Interest of the Limited Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Term from description 10 years unless extended pursuant to the below. Upon or prior to the Termination Date, or such subsequent dates to which the Partnership term has previously been extended pursuant to this paragraph, the General Partner may, in its discretion, extend the Partnership term (a) for two (2) additional one-year periods and (b) for additional one-year periods with the consent of a Majority in Interest of the Limited Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reinvestment of Capital from description Subject to its intention to make portfolio company investments in an aggregate amount of up to one hundred twenty percent (120%) of Committed Capital and to establish reasonable reserves for anticipated Partnership obligations, expenses (including the management fee payable to the General Partner pursuant to paragraph 6.1 hereof) and actual or contingent liabilities, the General Partner shall distribute proceeds from the sale or other disposition of Securities of portfolio companies and other cash income received from portfolio company investments as soon as reasonably practicable after such sale, disposition or receipt. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reinvestment of Capital from description Subject to its intention to make portfolio company investments in an aggregate amount of up to one hundred twenty percent (120%) of Committed Capital and to establish reasonable reserves for anticipated Partnership obligations, expenses (including the management fee payable to the General Partner pursuant to paragraph 6.1 hereof) and actual or contingent liabilities, the General Partner shall distribute proceeds from the sale or other disposition of Securities of portfolio companies and other cash income received from portfolio company investments as soon as reasonably practicable after such sale, disposition or receipt. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contributions from description standard capital contributions provision. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contributions from description standard capital contributions provision. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions - Mandatory from description The General Partner shall cause the Partnership to distribute to each Partner in cash, within ninety (90) days after the end of each fiscal year during the term of the Partnership, an amount equal to the excess, if any, of (i) the Applicable Tax Rate (as defined below) multiplied by the net taxable income allocated to such Partner as a result of such Partner’s ownership of an interest in the Partnership for such immediately preceding fiscal year, over (ii) all prior cash and in- kind distributions (valued at the time of distribution in accordance with paragraph 12.1) made pursuant to this paragraph 7.4 or paragraph 7.5 during such immediately preceding fiscal year (other than amounts distributed pursuant to this paragraph 7.4 during such fiscal year in respect of net taxable income allocated to a Partner during the preceding fiscal year). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Distributions - Mandatory from description The General Partner shall cause the Partnership to distribute to each Partner in cash, within ninety (90) days after the end of each fiscal year during the term of the Partnership, an amount equal to the excess, if any, of (i) the Applicable Tax Rate (as defined below) multiplied by the net taxable income allocated to such Partner as a result of such Partner’s ownership of an interest in the Partnership for such immediately preceding fiscal year, over (ii) all prior cash and in- kind distributions (valued at the time of distribution in accordance with paragraph 12.1) made pursuant to this paragraph 7.4 or paragraph 7.5 during such immediately preceding fiscal year (other than amounts distributed pursuant to this paragraph 7.4 during such fiscal year in respect of net taxable income allocated to a Partner during the preceding fiscal year). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Distributions - Discretionary from description Amounts initially apportioned to the General Partner shall be distributed to the General Partner. Amounts initially apportioned to each Limited Partner shall be reapportioned and distributed as follows: (i) First, 100% to such Limited Partner until such Limited Partner has received aggregate distributions pursuant to this paragraph 7.5(a)(i) (with any in-kind distributions valued at the time of distribution in accordance with paragraph 12.1) equal to such Limited Partner’s aggregate capital contributions to the Partnership (the “Payback”); and (ii) Subsequent to Payback, (A) eighty percent (80%) to such Limited Partner and (B) twenty percent (20%) to the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions - Discretionary from description Amounts initially apportioned to the General Partner shall be distributed to the General Partner. Amounts initially apportioned to each Limited Partner shall be reapportioned and distributed as follows: (i) First, 100% to such Limited Partner until such Limited Partner has received aggregate distributions pursuant to this paragraph 7.5(a)(i) (with any in-kind distributions valued at the time of distribution in accordance with paragraph 12.1) equal to such Limited Partner’s aggregate capital contributions to the Partnership (the “Payback”); and (ii) Subsequent to Payback, (A) eighty percent (80%) to such Limited Partner and (B) twenty percent (20%) to the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Borrowing from description Not specified/no restrictions. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Borrowing from description Not specified/no restrictions. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Closings from description Additional persons or entities may be admitted as a Limited Partner and any Limited Partner may increase its Capital Commitment with the consent of (i) only the General Partner on or before the date that is twelve (12) months after the Initial Closing Date, or (ii) the General Partner and a Majority in Interest of the Limited Partners at any time thereafter; provided that, after such admission (or Capital Commitment increase), the aggregate amount of capital committed for contribution by the Limited Partners, when combined with the capital commitments of any investors in any Parallel Fund formed pursuant to paragraph 8.4(b) hereof (excluding capital committed by the General Partner), does not exceed Fifty Million Dollars ($50,000,000). Any Limited Partner admitted, or whose Capital Commitment is increased, in accordance with this paragraph 3.2 shall be required to contribute to the Partnership, at the time of such admission or increase, (i) a percentage of its Capital Commitment (or, is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Closings from description Additional persons or entities may be admitted as a Limited Partner and any Limited Partner may increase its Capital Commitment with the consent of (i) only the General Partner on or before the date that is twelve (12) months after the Initial Closing Date, or (ii) the General Partner and a Majority in Interest of the Limited Partners at any time thereafter; provided that, after such admission (or Capital Commitment increase), the aggregate amount of capital committed for contribution by the Limited Partners, when combined with the capital commitments of any investors in any Parallel Fund formed pursuant to paragraph 8.4(b) hereof (excluding capital committed by the General Partner), does not exceed Fifty Million Dollars ($50,000,000). Any Limited Partner admitted, or whose Capital Commitment is increased, in accordance with this paragraph 3.2 shall be required to contribute to the Partnership, at the time of such admission or increase, (i) a percentage of its Capital Commitment (or, is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term General Partner Clawback from description Notwithstanding paragraphs 7.3 and 10.4, upon the liquidation of the Partnership pursuant to this Article 10, the General Partner shall be required to pay back to the Partnership the Excess GP Distribution Amount in respect of each Limited Partner. The “Excess GP Distribution Amount” with respect to each Limited Partner is that amount by which (i) the cumulative net distributions reapportioned to the General Partner with respect to such Limited Partner over the life of the Partnership pursuant to paragraph 7.5(a)(ii) and (iii) and paragraph 10.4(c) (as a result of allocations of Profit made to the General Partner pursuant to paragraphs 5.1(a)(i)(C)) (the “GP Carry Amount”) exceeds (ii) the amount of distributions that the General Partner would have been entitled to receive with respect to such Limited Partner pursuant to paragraph 7.5(a)(ii) and (iii) and paragraph 10.4(c) (as a result of allocations of Profit made to the General Partner pursuant to paragraphs 5.1(a)(i)(C)) if all the is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term General Partner Clawback from description Notwithstanding paragraphs 7.3 and 10.4, upon the liquidation of the Partnership pursuant to this Article 10, the General Partner shall be required to pay back to the Partnership the Excess GP Distribution Amount in respect of each Limited Partner. The “Excess GP Distribution Amount” with respect to each Limited Partner is that amount by which (i) the cumulative net distributions reapportioned to the General Partner with respect to such Limited Partner over the life of the Partnership pursuant to paragraph 7.5(a)(ii) and (iii) and paragraph 10.4(c) (as a result of allocations of Profit made to the General Partner pursuant to paragraphs 5.1(a)(i)(C)) (the “GP Carry Amount”) exceeds (ii) the amount of distributions that the General Partner would have been entitled to receive with respect to such Limited Partner pursuant to paragraph 7.5(a)(ii) and (iii) and paragraph 10.4(c) (as a result of allocations of Profit made to the General Partner pursuant to paragraphs 5.1(a)(i)(C)) if all the is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Expenses from description Standard fund expenses provision. Organizational expenses paid by the Fund capped at $500K. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Expenses from description Standard fund expenses provision. Organizational expenses paid by the Fund capped at $500K. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Tax Sections from description Article 5 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Tax Sections from description Article 5 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Tax Sections from description Section 7.6 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Tax Sections from description Section 7.6 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reports from description Quarterly reports in 45 days, annual reports within 120 days. The General Partner shall cause the Partnership’s tax return and IRS Form 1065, Schedule K-1, to be prepared and delivered to the Limited Partners within one hundred twenty (120) days after the close of the Partnership’s fiscal year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reports from description Quarterly reports in 45 days, annual reports within 120 days. The General Partner shall cause the Partnership’s tax return and IRS Form 1065, Schedule K-1, to be prepared and delivered to the Limited Partners within one hundred twenty (120) days after the close of the Partnership’s fiscal year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Valuation from description Subject to the specific standards set forth below or elsewhere in this Agreement, the valuation of Securities and other assets and liabilities under this Agreement shall be at fair market value. Except as may be required under applicable Treasury Regulations, no value shall be placed on the goodwill or the name of the Partnership in determining the value of the interest of any Partner or in any accounting among the Partners is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Valuation from description Subject to the specific standards set forth below or elsewhere in this Agreement, the valuation of Securities and other assets and liabilities under this Agreement shall be at fair market value. Except as may be required under applicable Treasury Regulations, no value shall be placed on the goodwill or the name of the Partnership in determining the value of the interest of any Partner or in any accounting among the Partners is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description BANANA CAPITAL FUND II, L.P. (the “Fund” or the “Partnership”) will be organized as a Delaware limited partnership. BANANA CAPITAL GP II, LLC, a Delaware limited liability company, is the general partner of the Fund (the “General Partner”). BANANA CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the “Management Company”), will provide certain administrative and support services to the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description BANANA CAPITAL FUND II, L.P. (the “Fund” or the “Partnership”) will be organized as a Delaware limited partnership. BANANA CAPITAL GP II, LLC, a Delaware limited liability company, is the general partner of the Fund (the “General Partner”). BANANA CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the “Management Company”), will provide certain administrative and support services to the Fund. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term GP Commitment from description The General Partner agrees to make a capital commitment to the Fund in an amount equal to at least one percent (1%) is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term GP Commitment from description The General Partner agrees to make a capital commitment to the Fund in an amount equal to at least one percent (1%) is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee from description the General Partner will receive a management fee, payable quarterly in advance (each such date, a “Fee Date”). The management fee for each calendar quarter shall be equal to the aggregate capital commitments of all the Limited Partners multiplied by 0.50% (i.e., 2.0% annual rate) is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee from description the General Partner will receive a management fee, payable quarterly in advance (each such date, a “Fee Date”). The management fee for each calendar quarter shall be equal to the aggregate capital commitments of all the Limited Partners multiplied by 0.50% (i.e., 2.0% annual rate) is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee from description (i) the management fee for each of the Partnership’s first and last fiscal quarters shall be proportionately reduced based upon the ratio of the number of days in each such period bears to ninety (90), and (ii) an additional management fee shall be payable upon the date of admission or increase in Capital Commitment of any Additional Partner is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Management Fee from description (i) the management fee for each of the Partnership’s first and last fiscal quarters shall be proportionately reduced based upon the ratio of the number of days in each such period bears to ninety (90), and (ii) an additional management fee shall be payable upon the date of admission or increase in Capital Commitment of any Additional Partner is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Management Fee Offset from description For avoidance of doubt, the General Partner, in connection with entering into the Partnership Agreement is irrevocably waiving an amount of management fee equal to eighty percent (80%) of its Capital Commitment. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee Offset from description For avoidance of doubt, the General Partner, in connection with entering into the Partnership Agreement is irrevocably waiving an amount of management fee equal to eighty percent (80%) of its Capital Commitment. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee Offset from description A “Fee Adjustment” for a given fiscal quarter shall be detailed in the Partnership Agreement. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee Offset from description A “Fee Adjustment” for a given fiscal quarter shall be detailed in the Partnership Agreement. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Investment Period / Term from description In order to facilitate an orderly liquidation of the Fund’s holdings, the General Partner may extend the Fund’s term (i) for up to two (2) additional one-year periods in its sole discretion (the “GP Extension Periods”), and (ii) for additional one-year periods with the consent of a Majority in Interest of the Limited Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Investment Period / Term from description In order to facilitate an orderly liquidation of the Fund’s holdings, the General Partner may extend the Fund’s term (i) for up to two (2) additional one-year periods in its sole discretion (the “GP Extension Periods”), and (ii) for additional one-year periods with the consent of a Majority in Interest of the Limited Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reinvestment of Capital from description cost basis of portfolio company investments made by the Fund, whether or not realized, may not exceed one hundred twenty-five percent (125%) of the Fund’s aggregate capital commitments. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reinvestment of Capital from description cost basis of portfolio company investments made by the Fund, whether or not realized, may not exceed one hundred twenty-five percent (125%) of the Fund’s aggregate capital commitments. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contribuitions from description Each Limited Partner will contribute capital in installments as requested by the General Partner upon ten (10) business days’ prior written notice. The due date of the initial capital call of the Fund shall be referred to herein as the “Activation Date.” is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contribuitions from description Each Limited Partner will contribute capital in installments as requested by the General Partner upon ten (10) business days’ prior written notice. The due date of the initial capital call of the Fund shall be referred to herein as the “Activation Date.” is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contribuitions from description The Limited Partnership Agreement of the Fund (the “Partnership Agreement”) will provide that with respect to the Partnership’s initial request for capital contributions, unless at such time the sum of the capital commitments of all ERISA Partners is less than twenty-five percent (25%) of the capital commitments of all Limited Partners, no capital contribution will be required from certain investors regulated under the Employee Retirement Income Security Act of 1974 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contribuitions from description The Limited Partnership Agreement of the Fund (the “Partnership Agreement”) will provide that with respect to the Partnership’s initial request for capital contributions, unless at such time the sum of the capital commitments of all ERISA Partners is less than twenty-five percent (25%) of the capital commitments of all Limited Partners, no capital contribution will be required from certain investors regulated under the Employee Retirement Income Security Act of 1974 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contribuitions from description If for any reason a Limited Partner fails to deliver capital to the Fund when due and such failure shall have continued uncured for ten (10) days or more after delivery of written notice by the General Partner to such Limited Partner, the General Partner, in its sole discretion, may (i) waive, in whole or in part, the requirement of payment and reduce the defaulting partner’s capital commitment accordingly, (ii) extend the time of payment, (iii) declare the entire unpaid principal amount of the unpaid commitment to be immediately due and payable, (iv) enforce by appropriate legal proceedings the defaulting partner's obligation to make payment on the amount called or to pay its entire unpaid capital commitment, (v) remove the defaulting partner from the Fund (in which event 100% of such partner’s capital account balance shall be reallocated on a pro rata basis to all remaining partners), (vi) require the defaulting partner to transfer the defaulting partner’s interest in the Fund to the is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contribuitions from description If for any reason a Limited Partner fails to deliver capital to the Fund when due and such failure shall have continued uncured for ten (10) days or more after delivery of written notice by the General Partner to such Limited Partner, the General Partner, in its sole discretion, may (i) waive, in whole or in part, the requirement of payment and reduce the defaulting partner’s capital commitment accordingly, (ii) extend the time of payment, (iii) declare the entire unpaid principal amount of the unpaid commitment to be immediately due and payable, (iv) enforce by appropriate legal proceedings the defaulting partner's obligation to make payment on the amount called or to pay its entire unpaid capital commitment, (v) remove the defaulting partner from the Fund (in which event 100% of such partner’s capital account balance shall be reallocated on a pro rata basis to all remaining partners), (vi) require the defaulting partner to transfer the defaulting partner’s interest in the Fund to the is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions - Carry from description At the end of each fiscal year or other accounting period, the net profit for such period will be allocated: first, to restore allocations of prior loss; second, until the satisfaction of the Performance Target, eighty percent (80%) to the Partners, pro rata in proportion to their relative capital commitments, and twenty percent (20%) to the General Partner; third, after and to the extent that the Performance Target has been met, seventy percent (70%) to the Partners, pro rata in proportion to their relative capital commitments, and thirty percent (30%) to the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions - Carry from description At the end of each fiscal year or other accounting period, the net profit for such period will be allocated: first, to restore allocations of prior loss; second, until the satisfaction of the Performance Target, eighty percent (80%) to the Partners, pro rata in proportion to their relative capital commitments, and twenty percent (20%) to the General Partner; third, after and to the extent that the Performance Target has been met, seventy percent (70%) to the Partners, pro rata in proportion to their relative capital commitments, and thirty percent (30%) to the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions - Carry from description “Performance Target” shall be deemed achieved with respect to a Limited Partner at such time as the fair value of the aggregate distributions to such Limited Partner equals or exceeds 600% of the aggregate Capital Commitments of such Limited Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions - Carry from description “Performance Target” shall be deemed achieved with respect to a Limited Partner at such time as the fair value of the aggregate distributions to such Limited Partner equals or exceeds 600% of the aggregate Capital Commitments of such Limited Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions - Mandatory from description Within ninety (90) days following the end of each fiscal year and to the extent of available cash, the General Partner will distribute cash to each Partner in an amount equal to the “Applicable Tax Rate” (as defined below) multiplied by net taxable income, less all prior cash distributions pursuant to this Section 8 or Section 9 below; provided, that (a) the General Partner will have no obligation to make the foregoing distributions if the total amount to be distributed to all Partners would be less than one million dollars ($1,000,000) and (b) the General Partner shall have the authority, in its sole discretion, to make good faith estimates of amounts expected to be distributable pursuant to the first sentence of this section with respect to a given calendar year and to distribute such estimated amounts to the Partners as advances from time to time during such calendar year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Distributions - Mandatory from description Within ninety (90) days following the end of each fiscal year and to the extent of available cash, the General Partner will distribute cash to each Partner in an amount equal to the “Applicable Tax Rate” (as defined below) multiplied by net taxable income, less all prior cash distributions pursuant to this Section 8 or Section 9 below; provided, that (a) the General Partner will have no obligation to make the foregoing distributions if the total amount to be distributed to all Partners would be less than one million dollars ($1,000,000) and (b) the General Partner shall have the authority, in its sole discretion, to make good faith estimates of amounts expected to be distributable pursuant to the first sentence of this section with respect to a given calendar year and to distribute such estimated amounts to the Partners as advances from time to time during such calendar year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Distributions - Discretionary from description the General Partner may at any time subsequent to Payback make distributions to all Partners in proportion to their committed capital. Notwithstanding the immediately preceding sentence, the General Partner may at any time make distributions to all Partners in proportion to their committed capital. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Distributions - Discretionary from description the General Partner may at any time subsequent to Payback make distributions to all Partners in proportion to their committed capital. Notwithstanding the immediately preceding sentence, the General Partner may at any time make distributions to all Partners in proportion to their committed capital. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Borrowing from description Without the approval of the Advisory Committee, the General Partner may not incur indebtedness on behalf of the Fund, or guaranty indebtedness of companies in which the Fund has invested, in amounts in excess of ten percent (10%) of the Fund’s committed capital; provided, however, that (i) no such borrowing or guaranty shall be made to the extent that any Limited Partner (or its equity owners) would be required to recognize UBTI, and (ii) without the approval of the Advisory Committee, no such borrowing may be made from the General Partner or any Managing Director. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Borrowing from description Without the approval of the Advisory Committee, the General Partner may not incur indebtedness on behalf of the Fund, or guaranty indebtedness of companies in which the Fund has invested, in amounts in excess of ten percent (10%) of the Fund’s committed capital; provided, however, that (i) no such borrowing or guaranty shall be made to the extent that any Limited Partner (or its equity owners) would be required to recognize UBTI, and (ii) without the approval of the Advisory Committee, no such borrowing may be made from the General Partner or any Managing Director. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Fund Expenses from description The Fund will bear the out-of-pocket expenses incident to the setup, syndication, formation, organization and marketing of the Fund, the General Partner and the Management Company (up to a maximum of $300,000). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Fund Expenses from description The Fund will bear the out-of-pocket expenses incident to the setup, syndication, formation, organization and marketing of the Fund, the General Partner and the Management Company (up to a maximum of $300,000). is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Fund Expenses from description The Fund shall also bear expenses incurred by the General Partner in serving as the partnership representative, the reasonable cost of liability and other insurance premiums on all policies obtained for the benefit of the Fund, legal fees and expenses associated with reporting, registration or compliance requirements of the General Partner or the Management Company imposed by the United States Securities and Exchange Commission or state regulatory agency, all out-of-pocket expenses of preparing and distributing reports to Partners, out-of-pocket expenses associated with Partnership communications with Partners, including preparation of annual or other reports to the Limited Partners, out-of-pocket costs associated with Partnership meetings or Advisory Committee matters, all legal, bookkeeping, outsourced finance, fund administration and accounting fees relating to the Fund and its activities, out-of-pocket fees and expenses associated with the preparation and filing of tax filings and is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Expenses from description The Fund shall also bear expenses incurred by the General Partner in serving as the partnership representative, the reasonable cost of liability and other insurance premiums on all policies obtained for the benefit of the Fund, legal fees and expenses associated with reporting, registration or compliance requirements of the General Partner or the Management Company imposed by the United States Securities and Exchange Commission or state regulatory agency, all out-of-pocket expenses of preparing and distributing reports to Partners, out-of-pocket expenses associated with Partnership communications with Partners, including preparation of annual or other reports to the Limited Partners, out-of-pocket costs associated with Partnership meetings or Advisory Committee matters, all legal, bookkeeping, outsourced finance, fund administration and accounting fees relating to the Fund and its activities, out-of-pocket fees and expenses associated with the preparation and filing of tax filings and is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Audit from description An annual audit of the Fund will be conducted by an independent accounting firm of recognized national or regional standing selected by the General Partner beginning with the first full calendar year commencing after the Initial Closing of the Fund. Subject to the restrictions in Section 33, the General Partner shall use commercially reasonable efforts to deliver to the Limited Partners: (a) an annual audited report and overview of the portfolio; is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Audit from description An annual audit of the Fund will be conducted by an independent accounting firm of recognized national or regional standing selected by the General Partner beginning with the first full calendar year commencing after the Initial Closing of the Fund. Subject to the restrictions in Section 33, the General Partner shall use commercially reasonable efforts to deliver to the Limited Partners: (a) an annual audited report and overview of the portfolio; is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Investments from description Turner wants to deploy ~500K into public securities. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Investments from description Turner wants to deploy ~500K into public securities. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Fund Control Structure from description Series LLC. Each vehicle listed above is a series of New Lab Ventures SPV, LLC, managed by New Lab Holdings, LLC. No Organizer. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description Series LLC. Each vehicle listed above is a series of New Lab Ventures SPV, LLC, managed by New Lab Holdings, LLC. No Organizer. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions Waterfall from description (a) First, 100% to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution; then (b) Second, 100% to the Manager an amount equal to the aggregate amount of Stipends and Fund Expenses the Manager previously paid but has not yet been reimbursed; and then (c) The Carry Percentage of the remainder to the Manager, if any; and the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. "Carry Percentage" means 20 percent. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions Waterfall from description (a) First, 100% to the Members who have made a Capital Contribution pursuant to Section 4.6, pro rata in accordance with Interests held by them, until each Member has received aggregate Distributions in an amount equal to that Member's Capital Contribution; then (b) Second, 100% to the Manager an amount equal to the aggregate amount of Stipends and Fund Expenses the Manager previously paid but has not yet been reimbursed; and then (c) The Carry Percentage of the remainder to the Manager, if any; and the remainder to the Members who have made a Capital Contribution, pro rata in accordance with Interests held by them. "Carry Percentage" means 20 percent. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Stipend from description (c) The Fund will pay (or reimburse the Manager or its affiliates for) any amounts paid to founders of any Portfolio Company to whom, in connection with an investment, the Fund or the Manager pays a stipend (“Stipend”). Such fees will be reimbursed to the Manager or the Manager’s affiliates at the time of distributions in accordance with Section 7.1. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Stipend from description (c) The Fund will pay (or reimburse the Manager or its affiliates for) any amounts paid to founders of any Portfolio Company to whom, in connection with an investment, the Fund or the Manager pays a stipend (“Stipend”). Such fees will be reimbursed to the Manager or the Manager’s affiliates at the time of distributions in accordance with Section 7.1. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description Fund is a Cayman exempted limited partnership. GP is a Delaware LLC. Management Company not listed but LPA permits engagement of a management company. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description Fund is a Cayman exempted limited partnership. GP is a Delaware LLC. Management Company not listed but LPA permits engagement of a management company. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term GP Commitment from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term GP Commitment from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee from description Payable in USD or USDC. The Management Fee shall be an amount equal to three percent (3%) per annum of the Committed Capital of the Partnership. The Management Fee for the Partnership’s first quarter and last quarter shall be proportionately reduced based upon the ratio the number of days in the period bears to ninety (90) days. No Management Fee shall be paid during any extension of the Partnership beyond its initial ten (10)-year term. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee from description Payable in USD or USDC. The Management Fee shall be an amount equal to three percent (3%) per annum of the Committed Capital of the Partnership. The Management Fee for the Partnership’s first quarter and last quarter shall be proportionately reduced based upon the ratio the number of days in the period bears to ninety (90) days. No Management Fee shall be paid during any extension of the Partnership beyond its initial ten (10)-year term. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Investment Period / Term from description 10 year term unless extended. Upon or before the Termination Date, the General Partner may in its sole discretion by written notice to the Limited Partner extend the Partnership term for up to three (3) additional one (1) year periods. The Fund shall dissolve early if SuperLayer Labs Partners I, L.P., a Delaware limited partnership, is dissolved. The Investment Period shall mean the period beginning on the Initial Closing Date and terminating upon the earlier of (i) the fourth (4th) anniversary of October 6, 2021 and (ii) the date the General Partner has determined, in its sole discretion, that at least eighty percent (80%) of the Committed Capital have been invested, used or reserved is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Investment Period / Term from description 10 year term unless extended. Upon or before the Termination Date, the General Partner may in its sole discretion by written notice to the Limited Partner extend the Partnership term for up to three (3) additional one (1) year periods. The Fund shall dissolve early if SuperLayer Labs Partners I, L.P., a Delaware limited partnership, is dissolved. The Investment Period shall mean the period beginning on the Initial Closing Date and terminating upon the earlier of (i) the fourth (4th) anniversary of October 6, 2021 and (ii) the date the General Partner has determined, in its sole discretion, that at least eighty percent (80%) of the Committed Capital have been invested, used or reserved is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reinvestment of Capital from description The General Partner in its discretion may cause the Partnership to retain any proceeds realized on the sale or disposition of Securities for any purpose for which the General Partner would otherwise be authorized to draw down capital contributions under this Agreement and may, at the General Partner’s election, apply such retained proceeds to satisfy subsequent capital contribution obligations of the Partners. To the extent such proceeds are retained to satisfy capital contribution obligations of the Partners, such amounts so retained shall be treated as if they were distributed to the Partners, followed by their subsequent and simultaneous capital contribution of such amounts to the Partnership, thereby reducing the Unfunded Commitments of the Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Reinvestment of Capital from description The General Partner in its discretion may cause the Partnership to retain any proceeds realized on the sale or disposition of Securities for any purpose for which the General Partner would otherwise be authorized to draw down capital contributions under this Agreement and may, at the General Partner’s election, apply such retained proceeds to satisfy subsequent capital contribution obligations of the Partners. To the extent such proceeds are retained to satisfy capital contribution obligations of the Partners, such amounts so retained shall be treated as if they were distributed to the Partners, followed by their subsequent and simultaneous capital contribution of such amounts to the Partnership, thereby reducing the Unfunded Commitments of the Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Capital Contributions from description The Limited Partner shall contribute capital to the Partnership as requested by the General Partner upon not less than ten (10) business days’ written notice; Capital contributions by the Limited Partner to the Partnership shall be made in the form of USD or USDC, as requested by the General Partner, in its sole discretion. If, in the discretion of the General Partner, Partnership assets remain insufficient to fulfill (x) any indemnification obligation of the Partnership pursuant to paragraph 13.4, or (y) any obligation of the Partnership to return some or all of the amounts received by the Partnership with respect to a Portfolio Investment (whether in connection with a breach of representations or warranties or otherwise), the General Partner may recall distributions previously made to the Partners solely for the purpose of fulfilling or satisfying such an obligation or liability. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Capital Contributions from description The Limited Partner shall contribute capital to the Partnership as requested by the General Partner upon not less than ten (10) business days’ written notice; Capital contributions by the Limited Partner to the Partnership shall be made in the form of USD or USDC, as requested by the General Partner, in its sole discretion. If, in the discretion of the General Partner, Partnership assets remain insufficient to fulfill (x) any indemnification obligation of the Partnership pursuant to paragraph 13.4, or (y) any obligation of the Partnership to return some or all of the amounts received by the Partnership with respect to a Portfolio Investment (whether in connection with a breach of representations or warranties or otherwise), the General Partner may recall distributions previously made to the Partners solely for the purpose of fulfilling or satisfying such an obligation or liability. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Distributions - Carry from description (i) First, to the Partners of the Partnership pro rata in accordance withsuch Partners’ unreturned Capital Contributions with respect to such Portfolio Investment until the aggregate amount distributed to such Partners equals their aggregate Capital Contributions with respect to such Portfolio Investment; and (ii) Thereafter, (x) seventy percent (70%) to the Limited Partner and (y) thirty percent (30%) to the General Partner; is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions - Carry from description (i) First, to the Partners of the Partnership pro rata in accordance withsuch Partners’ unreturned Capital Contributions with respect to such Portfolio Investment until the aggregate amount distributed to such Partners equals their aggregate Capital Contributions with respect to such Portfolio Investment; and (ii) Thereafter, (x) seventy percent (70%) to the Limited Partner and (y) thirty percent (30%) to the General Partner; is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions - Mandatory from description Within ninety (90) days after the end of each calendar year during the Partnership term (or as soon thereafter as is reasonably practicable after the Partnership is able to reasonably estimate the prior year’s taxable income), the Partnership shall distribute to the Partners in USD or USDC, as determined by the General Partner in its sole discretion, an amount up to the excess, if any of (a) the Applicable Tax Rate multiplied by the net taxable income allocated to the Partners as a result of the Partners’ ownership of an interest in the Partnership for such calendar year, over (b) all prior distributions made pursuant to this paragraph 6.4 or paragraph 6.5 during such calendar year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Distributions - Mandatory from description Within ninety (90) days after the end of each calendar year during the Partnership term (or as soon thereafter as is reasonably practicable after the Partnership is able to reasonably estimate the prior year’s taxable income), the Partnership shall distribute to the Partners in USD or USDC, as determined by the General Partner in its sole discretion, an amount up to the excess, if any of (a) the Applicable Tax Rate multiplied by the net taxable income allocated to the Partners as a result of the Partners’ ownership of an interest in the Partnership for such calendar year, over (b) all prior distributions made pursuant to this paragraph 6.4 or paragraph 6.5 during such calendar year. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":true}

###Human: Determine if the accounting term Distributions - Discretionary from description In addition to the distributions made pursuant to paragraph 6.4 above, the General Partner, in its sole discretion, may make distributions of USD, USDC or Marketable Securities, with respect to each Portfolio Investment. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Distributions - Discretionary from description In addition to the distributions made pursuant to paragraph 6.4 above, the General Partner, in its sole discretion, may make distributions of USD, USDC or Marketable Securities, with respect to each Portfolio Investment. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Borrowing from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Borrowing from description Not specified. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Closings from description 12 months between initial closing date and final closing date. In the event that any Limited Partner increases their Capital Commitment, the amount of the Management Fee payable to the General Partner shall be increased as if the increased Capital Commitment had been made on the Initial Closing Date. The total amount of such increase shall be paid to the General Partner at the end of the quarter in which such Capital Commitment is increased. No other interest catch-up payment. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Closings from description 12 months between initial closing date and final closing date. In the event that any Limited Partner increases their Capital Commitment, the amount of the Management Fee payable to the General Partner shall be increased as if the increased Capital Commitment had been made on the Initial Closing Date. The total amount of such increase shall be paid to the General Partner at the end of the quarter in which such Capital Commitment is increased. No other interest catch-up payment. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term General Partner Clawback from description After the final distribution of the assets of the Partnership among the Partners as provided in paragraph 9.4 and Article VI, with respect to the Limited Partner (other than any Defaulting Limited Partner), the General Partner shall contribute to the Partnership, and the Partnership shall, promptly following receipt, distribute to the Limited Partner, an amount equal to the greater of the amounts described in the following clauses (a) and (b): (a) the amount by which the Limited Partner’s aggregate capital contributions to the Partnership exceeds the aggregate amount, if any, of distributions received by the Limited Partner and not returned by it pursuant to paragraph 3.3(c)(ii); and (b) the amount (if positive) by which the aggregate distributions that the General Partner received and has not otherwise returned to the Partnership with respect to the Limited Partner in respect of the Carried Interest exceeds thirty percent (30%) of the Net Benefit over the life of the Partnership with is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term General Partner Clawback from description After the final distribution of the assets of the Partnership among the Partners as provided in paragraph 9.4 and Article VI, with respect to the Limited Partner (other than any Defaulting Limited Partner), the General Partner shall contribute to the Partnership, and the Partnership shall, promptly following receipt, distribute to the Limited Partner, an amount equal to the greater of the amounts described in the following clauses (a) and (b): (a) the amount by which the Limited Partner’s aggregate capital contributions to the Partnership exceeds the aggregate amount, if any, of distributions received by the Limited Partner and not returned by it pursuant to paragraph 3.3(c)(ii); and (b) the amount (if positive) by which the aggregate distributions that the General Partner received and has not otherwise returned to the Partnership with respect to the Limited Partner in respect of the Carried Interest exceeds thirty percent (30%) of the Net Benefit over the life of the Partnership with is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Organizational Expenses from description The Partnership shall bear all organizational, syndication and marketing costs, fees, and expenses incurred by or on behalf of the General Partner or Management Company in connection with the formation and organization of the Partnership, the Partners Fund, the QP Fund, any other Parallel Fund and the General Partner (including the definitive agreements related thereto), including but not limited to Registrar filing fees and legal and accounting fees and expenses incident thereto; provided that the General Partner shall bear all such organizational expenses in excess of $150,000 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Fund Organizational Expenses from description The Partnership shall bear all organizational, syndication and marketing costs, fees, and expenses incurred by or on behalf of the General Partner or Management Company in connection with the formation and organization of the Partnership, the Partners Fund, the QP Fund, any other Parallel Fund and the General Partner (including the definitive agreements related thereto), including but not limited to Registrar filing fees and legal and accounting fees and expenses incident thereto; provided that the General Partner shall bear all such organizational expenses in excess of $150,000 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Audit from description Yes, see immediately below. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Audit from description Yes, see immediately below. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Reports from description The General Partner shall use commercially reasonable efforts to transmit to the Limited Partner within sixty (60) days after the close of each of the first three quarters of each fiscal year, a summary of acquisitions and dispositions of investments made by the Partnership during such quarter and a list of investments then held together with a valuation of the investments then held and a brief statement on the affairs of the Partnership during such quarter. Beginning with the fiscal year that ends December 31, 2022, the General Partner shall use commercially reasonable efforts to transmit to the Limited Partner within ninety (90) days after the close of the Partnership’s fiscal year, audited financial statements of the Partnership prepared in accordance with the terms of this Agreement, and a list of investments then held together with a valuation of the investments then held. The General Partner shall use commercially reasonable efforts to cause the IRS Form 1065, Schedule K-1 of t is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Reports from description The General Partner shall use commercially reasonable efforts to transmit to the Limited Partner within sixty (60) days after the close of each of the first three quarters of each fiscal year, a summary of acquisitions and dispositions of investments made by the Partnership during such quarter and a list of investments then held together with a valuation of the investments then held and a brief statement on the affairs of the Partnership during such quarter. Beginning with the fiscal year that ends December 31, 2022, the General Partner shall use commercially reasonable efforts to transmit to the Limited Partner within ninety (90) days after the close of the Partnership’s fiscal year, audited financial statements of the Partnership prepared in accordance with the terms of this Agreement, and a list of investments then held together with a valuation of the investments then held. The General Partner shall use commercially reasonable efforts to cause the IRS Form 1065, Schedule K-1 of t is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Withholding (6.6) from description See Section 6.6. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Withholding (6.6) from description See Section 6.6. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Exhibit A - Tax Allocations from description 1.3(d), 1.4 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Exhibit A - Tax Allocations from description 1.3(d), 1.4 is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Valuation from description Fair market value. If the General Partner in good faith determines that, because of special circumstances, the valuation methods set forth in this Article XI do not fairly determine the value of a Security, the General Partner shall make such adjustments or use such alternative valuation method as it reasonably deems appropriate. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Valuation from description Fair market value. If the General Partner in good faith determines that, because of special circumstances, the valuation methods set forth in this Article XI do not fairly determine the value of a Security, the General Partner shall make such adjustments or use such alternative valuation method as it reasonably deems appropriate. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description The Fund will be a venture capital fund organized as a Delaware limited partnership. The Fund will be managed by its general partner, Atria Ventures GP I, LLC, a Delaware limited liability company (the “General Partner”). Christopher Leiter will be the initial managing member (the “Managing Member”) of the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Fund Control Structure from description The Fund will be a venture capital fund organized as a Delaware limited partnership. The Fund will be managed by its general partner, Atria Ventures GP I, LLC, a Delaware limited liability company (the “General Partner”). Christopher Leiter will be the initial managing member (the “Managing Member”) of the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term GP Commitment from description 1% is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term GP Commitment from description 1% is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee from description Year 1 3.0% Year 2 3.0% Year 3 2.5% Year 4 2.5% Year 5 2.0% Year 6 1.5% Year 7 1.5% Year 8 1.0% Year 9 1.00% Year 10 0.5% Extensions 0.5% is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee from description Year 1 3.0% Year 2 3.0% Year 3 2.5% Year 4 2.5% Year 5 2.0% Year 6 1.5% Year 7 1.5% Year 8 1.0% Year 9 1.00% Year 10 0.5% Extensions 0.5% is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee Offset from description The management fee shall be reduced by directors’ fees or other compensation (in cash or securities) received by the General Partner or the Managing Member from a portfolio company, unless waived by the LP Advisory Committee. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Management Fee Offset from description The management fee shall be reduced by directors’ fees or other compensation (in cash or securities) received by the General Partner or the Managing Member from a portfolio company, unless waived by the LP Advisory Committee. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Investment Period from description the period beginning on the Fund’s initial contribution date and ending on the earliest of (i) the fifth anniversary of the Fund’s initial contribution date, (ii) such time as funds equal to at least 70% of the Fund’s capital commitments has been invested in portfolio companies, used to pay expenses or reserved for future expenses or follow-on investments in portfolio companies is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Investment Period from description the period beginning on the Fund’s initial contribution date and ending on the earliest of (i) the fifth anniversary of the Fund’s initial contribution date, (ii) such time as funds equal to at least 70% of the Fund’s capital commitments has been invested in portfolio companies, used to pay expenses or reserved for future expenses or follow-on investments in portfolio companies is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Term from description The Fund will have a ten-year term with two one-year extensions at the option of the General Partner. Thereafter, extensions will require the approval of a majority in interest of Limited Partners or the LP Advisory Committee. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Term from description The Fund will have a ten-year term with two one-year extensions at the option of the General Partner. Thereafter, extensions will require the approval of a majority in interest of Limited Partners or the LP Advisory Committee. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":true,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Reinvestment of Capital from description The General Partner may reinvest the proceeds from the disposition of investments so as to enable the Fund to invest an amount equal to up to 120% of capital commitments of the Partners in the securities of portfolio companies. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Reinvestment of Capital from description The General Partner may reinvest the proceeds from the disposition of investments so as to enable the Fund to invest an amount equal to up to 120% of capital commitments of the Partners in the securities of portfolio companies. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contributions from description See "Closings" below. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Capital Contributions from description See "Closings" below. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions - Carry from description See "Distributions - Discretionary" below. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions - Carry from description See "Distributions - Discretionary" below. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions - Tax from description A portion of net recognized capital gains and net ordinary income sufficient to pay income taxes resulting from such gains and income may, from time to time and at the discretion of the General Partner, be distributed to the Partners in the proportions that such gains and income are allocated to the Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Distributions - Tax from description A portion of net recognized capital gains and net ordinary income sufficient to pay income taxes resulting from such gains and income may, from time to time and at the discretion of the General Partner, be distributed to the Partners in the proportions that such gains and income are allocated to the Partners. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Distributions - Discretionary from description All other distributions will be made to the Partners on a cumulative basis as follows: (i) 100% to all Partners in proportion to their capital commitment percentages until they have received distributions (including tax distributions) equal to their aggregate contributed capital. (ii) Thereafter, distributions will be made 80% to all Partners in proportion to their capital commitment percentages and 20% to the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Distributions - Discretionary from description All other distributions will be made to the Partners on a cumulative basis as follows: (i) 100% to all Partners in proportion to their capital commitment percentages until they have received distributions (including tax distributions) equal to their aggregate contributed capital. (ii) Thereafter, distributions will be made 80% to all Partners in proportion to their capital commitment percentages and 20% to the General Partner. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term Closings from description Closings may occur at the discretion of the General Partner, provided that any subsequent closings shall occur no later than 12 months after the initial closing. The Limited Partners will contribute capital to the Fund in installments upon 10 days’ notice. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term Closings from description Closings may occur at the discretion of the General Partner, provided that any subsequent closings shall occur no later than 12 months after the initial closing. The Limited Partners will contribute capital to the Fund in installments upon 10 days’ notice. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term In-Kind Distributions from description At any time the General Partner may, in its discretion, make distributions in cash or distributions in kind of portfolio securities, with such distributions being made to all Partners in proportion to their capital commitment percentages. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term In-Kind Distributions from description At any time the General Partner may, in its discretion, make distributions in cash or distributions in kind of portfolio securities, with such distributions being made to all Partners in proportion to their capital commitment percentages. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term General Partner Clawback from description If at the time the Fund is liquidated the General Partner’s cumulative distributions (exclusive of the General Partner’s distributions in respect of the General Partner’s committed capital) exceed 20% of the Fund’s profits, the General Partner will refund such excess distributions; provided that the General Partner shall not be required to refund an amount in excess of the cumulative distributions (exclusive of the General Partner’s distributions in respect of the General Partner’s committed capital) received by the General Partner less taxes paid or deemed paid by the General Partner in respect of its carried interest. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term General Partner Clawback from description If at the time the Fund is liquidated the General Partner’s cumulative distributions (exclusive of the General Partner’s distributions in respect of the General Partner’s committed capital) exceed 20% of the Fund’s profits, the General Partner will refund such excess distributions; provided that the General Partner shall not be required to refund an amount in excess of the cumulative distributions (exclusive of the General Partner’s distributions in respect of the General Partner’s committed capital) received by the General Partner less taxes paid or deemed paid by the General Partner in respect of its carried interest. is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":true,"nonFoundational":false}

###Human: Determine if the accounting term LP Clawback from description Merger Proceeds / Withholding – If the Fund, in connection with the disposition of an investment, is required to return all or a portion of the proceeds of such disposition, or there is a withholding obligation or other tax liability, the General Partner may require the Partners to return such amounts in accordance with the proportions in which such amounts were received from the Fund; provided, however, that without the consent of the LP Advisory Committee such obligation will not extend past the earlier of (a) 5 years from the date of the distribution of such proceeds and (b) 3 years from the date of the Fund’s final liquidating distribution. In such event, any such return shall be treated as a return of the original distribution and not as a new contribution to the Fund. Indemnification – If the Fund incurs an indemnification obligation that exceeds the assets of the Fund, the General Partner may require the Partners to make contributions to the Fund in order to enable the Fund to is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values.

###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}

###Human: Determine if the accounting term LP Clawback from description Merger Proceeds / Withholding – If the Fund, in connection with the disposition of an investment, is required to return all or a portion of the proceeds of such disposition, or there is a withholding obligation or other tax liability, the General Partner may require the Partners to return such amounts in accordance with the proportions in which such amounts were received from the Fund; provided, however, that without the consent of the LP Advisory Committee such obligation will not extend past the earlier of (a) 5 years from the date of the distribution of such proceeds and (b) 3 years from the date of the Fund’s final liquidating distribution. In such event, any such return shall be treated as a return of the original distribution and not as a new contribution to the Fund. Indemnification – If the Fund incurs an indemnification obligation that exceeds the assets of the Fund, the General Partner may require the Partners to make contributions to the Fund in order to enable the Fund to is Foundational, Manual, or Non-Foundational and add a comment if appropriate. Output data as a minified JSON with boolean values. ###Assistant: {"foundational":false,"manual":false,"nonFoundational":false}