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SA is a Delaware limited partnership formed in November 1997. Millennium USA's principal office is located at 666 Fifth Avenue, 8th Floor, New York, New York 10103-0899. Master-Feeder Relationship As discussed in Part Two of this Confidential Memorandum under "The Master Partnership's Organization — Org

uch trade or business as not being subject to the foregoing limitations on deductibility. However, there can be no assurance that New York State and New York City will not treat such expenses as investment expenses which are subject to such limitations. Further, these limitations may apply to certain expenses

debt or obligation is attributable. Term; Dissolution. Millennium USA will continue until the earlier of (i) an event of withdrawal (as defined in the Delaware Revised Uniform Limited Partnership Act, as amended (the "Act")) of Millennium Management; provided that Millennium USA will not be dissolved nor r

p," which is defined, generally, as a partnership which meets the gross income requirements of Section 851(bX2) of the Code. New York State (but not New York City) has adopted regulations that also include income and gains from commodity transactions described in Section 864(b)(2)(BXiii) as qualifying gross in

es in such circumstances. Millennium USA's Independent Public Accountants Millennium USA has retained Ernst & Young LLP, 5 Times Square, New York, New York 10036, certified public accountants, as its auditor. ML281817-MAXWELL I40 CONFIDENTIAL UBSTERRAMAR00002410 EFTA00237966 APPENDIX I TO PART ONE

debt or obligation is attributable. Term; Dissolution. Millennium USA will continue until the earlier of (i) an event of withdrawal (as defined in the Delaware Revised Uniform Limited Partnership Act, as amended (the "Act")) of Millennium Management; provided that Millennium USA will not be dissolved nor r

p," which is defined, generally, as a partnership which meets the gross income requirements of Section 851(bX2) of the Code. New York State (but not New York City) has adopted regulations that also include income and gains from commodity transactions described in Section 864(b)(2)(BXiii) as qualifying gross in

es in such circumstances. Millennium USA's Independent Public Accountants Millennium USA has retained Ernst & Young LLP, 5 Times Square, New York, New York 10036, certified public accountants, as its auditor. -MAXWELL I-80 CONFIDENTIAL UBSTERRAMAR00001357 EFTA00237003 APPENDIX I TO PART ONE: DESCR

debt or obligation is attributable. Term; Dissolution. Millennium USA will continue until the earlier of (i) an event of withdrawal (as defined in the Delaware Revised Uniform Limited Partnership Act, as amended (the "Act")) of Millennium Management; provided that Millennium USA will not be dissolved nor r

ther entity or any governmental agency or political subdivision thereof. "Prime Rate" means the rate of interest published from time to time in the New York edition of The Wall Street Journal as the prime rate. "Securities Act" means the U.S. Securities Act of 1933, as amended from time to time, or any

ners. ARTICLE II DEFINITIONS For purposes of this Agreement, the following terms shall have the respective meanings indicated below: "Act" means the Delaware Revised Uniform Limited Partnership Act (6 Del. C, § 17-101 et as amended from time to time, or any successor statute. "Advisers Act" means the U.

ther entity or any governmental agency or political subdivision thereof. "Prime Rate" means the rate of interest published from time to time in the New York edition of The Wall Street Journal as the prime rate. "Securities Act" means the U.S. Securities Act of 1933, as amended from time to time, or any

ners. ARTICLE II DEFINITIONS For purposes of this Agreement, the following terms shall have the respective meanings indicated below: "Act" means the Delaware Revised Uniform Limited Partnership Act (6 Del. C, § 17-101 et as amended from time to time, or any successor statute. "Advisers Act" means the U.

ther entity or any governmental agency or political subdivision thereof. "Prime Rate" means the rate of interest published from time to time in the New York edition of The Wall Street Journal as the prime rate. "Securities Act" means the U.S. Securities Act of 1933, as amended from time to time, or any

ners. ARTICLE II DEFINITIONS For purposes of this Agreement, the following terms shall have the respective meanings indicated below: "Act" means the Delaware Revised Uniform Limited Partnership Act (6 Del. C, § 17-101 et .m.), as amended from time to time, or any successor statute. "Advisers Act" means t

as of December I, 2012, by and among (i) Boothbay Hybrid GP, LLC, a Delaware limited liability company with an address at 810 7'h Avenue, 4'" Floor, New York, New York 10019 (the "General Partner") and (ii) the parties signing this Agreement as Limited Partners; and WHEREAS, the parties hereto desire to

COMPENSATION AND EXPENSES 1.1 Formation. The parties hereto do hereby form a limited partnership (the "Partnership") pursuant to the provisions of the Delaware Revised Uniform Limited Partnership Act (hereinafter referred to as the "Ad"). 1.2 Name. The business of the Partnership shall be carried on under

ther firms, and will accept a board seat when appropriate, although a board seat is not a prerequisite when syndicating with others. With offices in New York and Los Angeles, they also leverage an extensive network of media and technology industry oonnections to help their investees gain visibility, build

93 Family Trust Generation Capital Partners It LP. MBZ Generation Capital Partners II LP (the 'Partnership') is a limited partnership formed under the Delaware Revised Uniform Limited Partnership Act pursuant to an agreement entered into as of March 28, 2008 (the 'Partnership Agreement'). The general partne

ther firms, and will accept a board seat when appropriate, although a board seat is not a prerequisite when syndicating with others. With offices in New York and Los Angeles, they also leverage an extensive network of media and technology industry connections to help their inostees gain visibility, build

y Description Generation Capital Partners II, LP. MB2 Generation Capital Partners II LP (the 'Partnership') is a limited partnership formed under the Delaware Revised Uniform Limited Partnership Act pursuant to an agreement entered into as of March 28, 2008 (the "Partnership Agreement'). The general partne