STANDARD TERMS

Standard SPV LP SUMMARY OF TERMS

The following information summarizes certain provisions of the principal agreements of [SPV] and is qualified in its entirety by the principal agreements relating thereto:

The Fund	SPV LP (the “Fund”), a partnership formed under the laws of the BVI.
Primary Investment Objective	To invest in (either in equity or through debt convertible into equity) in an Israeli or Israel-related portfolio company (the “Portfolio Company”).
Primary Investment Objective	To invest in (either in equity or through debt convertible into equity) in an Israeli or Israel-related portfolio company (the “Portfolio Company”).
Minimum Size of Fund	In general, a minimum of $ 250,000 for the initial investment in the Portfolio Company and an additional minimum of $ 25,000 for payment of management fees and related expenses. There is no maximum size of the fund.
Securities Offered	Upon the Initial Closing (as defined below), the Fund will issue Limited Partnership Interests (“LP Interests”) to the Limited Partners.
Limited Partners	Holders of LP Interests (“Limited Partners”)
General Partner	OurCrowd Israel General Partner, L.P., a Cayman Islands exempted limited partnership indirectly managed and controlled by the Founders (the “General Partner”).
Founders	Jonathan Medved and Steven Blumgart (the “Founders”).
GP Investment Vehicle	OurCrowd International Investment, LP, a BVI international limited partnership (the “GP Investment Vehicle”)
Mentor	The Mentor shall be an individual OC Investor (who may also be a Limited Partner) that will join the board of directors of the Portfolio Company, monitor the investment and provide assistance to the Portfolio Company. In consideration for such board representation, the Portfolio Company is expected to grant the Mentor an option to purchase 1% of the shares of the Portfolio Company on a fully diluted basis, which shall be subject to terms of the Portfolio Company’s employee stock option plan. The other Limited Partners will have no rights with respect to such option.
Capital Commitments of the GP Investment Vehicle	The GP Investment Vehicle will invest a minimum amount (e.g., $50,000) at the Closing in the initial investment in a Portfolio Company; the General Partner Investment Vehicle may make additional investments in later Funds that invest in such Portfolio Company and/or later funding rounds in such Portfolio Company.
Management Company	OurCrowd Management Limited, a Cayman Islands company, with an Israeli branch (the “Management Company”) shall provide certain administrative and advisory services to the General Partner and the Fund.
Management of the Fund	The General Partner shall manage the Fund and shall have ultimate legal authority with respect to terms and conditions of investments, oversight of the Portfolio Company, timing of and terms of sales of or realization of gains or losses on investments.
Minimum Interest	The minimum capital commitment for a Limited Partner in the Fund shall be $10,000, provided that the General Partner reserves the right to increase or waive this minimum amount.
Funding; Initial Closing	Immediately upon execution of a Subscription Agreement (either online as detailed on www.ourcrowd.com (the “Website”) or by returning to the General Partner the executed forms), each Limited Partner will transfer its full investment and its portion of the Fee and Expense Amount to the General Partner to be held in escrow (the “Escrow Account”). The funds will be held in the Escrow Account (with no entitlement to interest) until the amount on deposit equals the minimum size committed to the Portfolio Company by the Fund, at which time the closing of the Fund (the “Closing”) shall be held. Allocations of subscriptions for LP Interest in the Fund shall be allocated pursuant to the terms and conditions of the OurCrowd website as may be amended from time to time.
Additional Closings	To the extent the General Partner determines that an additional investment in the Portfolio Company is desirable (to exercise preemptive rights with respect to a follow-on round or otherwise), the General Partner may offer the Limited Partners the opportunity to invest additional amounts in a New LP Class (as defined below), on a pro rata basis (based on each Limited Partner’s investments in the Closing), up to a maximum amount to be determined by the General Partner, which shall be invested in the Portfolio Company (the “Additional Investment Amount”). If an insufficient amount is raised on a pro rata basis any remaining amount shall be offered to the Limited Partners.To the extent the Limited Partners have not committed an amount equal to the Additional Investment Amount, the General Partner may, at its sole discretion, offer other OC Investors (the “Additional LPs”) the opportunity to invest the remaining amount required in order to complete the Additional investment Amount. If following the commitment of such Additional LPs, the amount committed is lower than the Additional Investment Amount, then the General Partner may invest any such remaining amounts on its own behalf.Upon the closing of each such Additional Investment Amount (each an “Additional Closing”), the General Partner will form a new class of LP Interests within the Fund for such Additional Investment Amount (the “New LP Class”).To the maximum extent possible under applicable law, each New LP Class shall be deemed a separate ‘virtual fund’ within the Fund that shall hold the interest purchased in connection with such specific round of investment in the Portfolio Company (“Underlying Portfolio Securities”) and any assets (including the portion of any Fee and Expense Amount) relating thereto, so that, inter alia, such New LP Class shall (i) upon the accession to the Fund of the Limited Partners comprising such New LP Class have its own closing (such closing, a “New LP Class Closing” ), (ii) receive distributions from the Fund relating to the Underlying Portfolio Securities calculated as if the Fund was comprised solely of the New LP Class and the sole assets of the Fund are the Underlying Portfolio Securities and any assets (including the portion of any Fee and Expense Amount) relating thereto; (iii) receive allocations of profits and losses from the Fund relating to the Underlying Portfolio Securities, calculated as if the Fund was comprised solely of the New LP Class and the sole assets of the Fund are the Underlying Portfolio Securities and any assets (including the portion of any Fee and Expense Amount) relating thereto; (iv) have a Capital Account created and managed for each Limited Partner within such New LP Class independent of any other Capital Account created for such Limited Partner in the course of any other investment in the Portfolio Company; and (v) pay a Fee and Expense Amount, mutatis mutandis, commencing upon the New LP Class Closing, with the Fee and Expense Amount, the Management Fee, the Fee Reserve and any Fund Expenses calculated on the basis of the contributed capital paid-in solely by the Limited Partners comprising such New LP Class.
Term	The Fund’s initial term shall terminate on the earliest of: (i) an event of dissolution pursuant to the terms of the definitive agreements, (ii) the date that is eight years from the date of the formation of the Fund, unless the General Partner, at its sole discretion, elects to extend the term of the Fund for up to four additional one-year periods, and (iii) the transfer of all or substantially all of the Fund’s assets to any other Person including into a Liquidating Trust (as defined below).Notwithstanding the foregoing, commencing on the fourth anniversary of the closing of the Fund, the General Partner, at its sole discretion, may resolve to transfer all or substantially all of the assets of the Fund to the General Partner or an affiliate of the General Partner (the “Trustee”) pursuant to a nominee arrangement to be entered into between the Fund and the Trustee, whereby the assets of the Fund shall be held by the Trustee for the benefit of the Limited Partners under economic terms substantially the same as the terms herein, including the payment of Carried Interest (such arrangement, a “Liquidating Trust”).
Early Termination	The Fund shall commence to dissolve upon, but not before, the first to occur of one of the following:1.(The adjudication of bankruptcy, filing of a petition pursuant to a chapter of any bankruptcy act, the withdrawal, dissolution, death, or cessation of business of the General Partner, or any other withdrawal of the General Partner;2.The sale or other disposition, not including an exchange, of all or substantially all of the assets of the Fund, including the transfer of all or substantially all of the assets of the Fund into a Liquidating Trust;3.The written consent of the General Partner;4.Any event requiring dissolution under the laws of the BVI.
Distributions	Distributions generally shall be made to holders of LP Interests as follows:
	(a)first, 100% to all Partners proportion to their respective capital contributions until each Partner has received distributions equal in the aggregate to that Partner’s capital contributions made to date;
	(b)thereafter, 80% to all Partners in proportion to their respective capital contributions and 20% to the General Partner in respect of its carried interest; provided, however, in the event that an investment has a return of five (5) times in excess of an individual investment, for such amounts 75% shall be distributed to all Partners in proportion to their respective capital contributions and 25% to the General Partner in respect of its carried interest (the “Carried interest”).
Allocations	Net profits or losses of the Fund generally will be allocated among the Partners to reflect their entitlement to the distributions described above.General Policies. Net gain or loss shall be determined under generally accepted accounting principles and, for this purpose, assets distributed in-kind shall be treated as sold on the date of distribution for their fair market value.Capital Accounts. Capital accounts shall be maintained for each Partner that shall reflect all contributions made by that Partner, all income, gains and losses allocated to that Partner, and all distributions made to that Partner
Operating Expenses	The General Partner (or Management Company) shall be responsible for all normal day-to-day operating expenses of the Fund, including compensation for its employees, rent, utilities and other administrative expenses.
Fund Expenses	The Fund shall be responsible for all organizational and offering expenses incurred in connection with the formation of the Fund, as well as all other expenses incurred by or on behalf of the Fund which are not reimbursed by the Portfolio Company, including legal fees, auditing, accounting, investment banking, consulting, finder’s, custody, transfer, registration or other similar fees and expenses; expenses associated with the Fund’s financial statements, tax returns, annual and special meetings of the Limited Partners and preparation of tax information for Limited Partners; expenses associated with out-sourcing certain financial and accounting services provided to the Fund; commissions or brokerage fees or similar charges associated with the acquisition, holding and disposition of the Fund’s investments; any taxes, fees or other governmental charges levied against the Fund; and any extraordinary expenses (such as certain valuation expenses, litigation expenses or indemnification payments).For the avoidance of doubt, the Portfolio Company shall be expected to reimburse the Fund for any legal fees and due diligence fees incurred by the Fund up to a maximum amount of generally US$15,000 (with actual amounts to be determined in final documents agreed with the Portfolio Company) in connection with the investment in the Portfolio Company All fund expenses which are not reimbursed by the Portfolio Company shall be paid from the Fee Reserve as further described below.The Fund and other special purpose investment vehicles investing in the same Portfolio Company as well as the different classes of interest may share amongst themselves various expenses relating to such Portfolio Company in whatever manner the General Partner deems equitable
Management Fee	Upon the Closing (and of any New LP Class Closing, as applicable), the General Partner shall set-aside from the aggregate capital contributions of the Limited Partners in such Closing an amount equal to the difference between (i) the aggregate capital contributions of such Limited Partners in such Closing and (ii) the amount actually invested in the Portfolio Company in such Closing (such amount, the “Fee and Expense Amount”), which shall be held in escrow by the General Partner (or an affiliate thereof designated for such purpose) and be payable by the General Partner to the Management Company or any affiliate of the General Partner providing Management Services, as follows:1.Management Fee. During each of the first four years of the term of the Partnership, an amount equal to 2% of the amount actually invested in the Portfolio Company in such Closing, shall be paid by the General Partner to the Management Company (or to any affiliate of the General Partner providing Management Services) annually at the start of each twelve month period (such annual payment, the “Management Fee”); and2.Fee Reserve. The remaining amount up to the full amount of the Fee and Expense Amount (the “Fee Reserve”) shall be utilized by the General Partner from time to time or paid to the Management Company (or to any affiliate of the General Partner providing Management Services) to cover expenses actually incurred by the Fund, the General Partner or the Management Company (or any affiliate of the General Partner providing Management Services) in connection with establishment, operation or management of the Fund, provided that, if the actual Fund expenses incurred by the Fund, the General Partner or the Management Company (or any affiliate of the General Partner providing Management Services) exceed the Fee Reserve, the General Partner shall be entitled to receive reimbursement for any such excess amount of expenditures actually incurred by the General Partner for the Fund, and the General Partner shall be reimbursed for any such amounts it has expended as a creditor of the Fund pursuant to liquidations provisions of the definitive agreements prior to the making of any distributions by the Fund.
Withdrawal and Transfer	Limited Partners may not withdraw from the Fund prior to its dissolution. Limited Partners may not sell, assign or transfer any of their interests, rights or obligations in the Fund, except with the prior consent of the General Partner that may be withheld at the General Partner’s sole discretion.
Conflicts of Interest	Each Limited Partner acknowledges and agrees that certain decisions of the General Partner and its affiliates concerning the investment in, divestment from and management of the Fund’s holdings in, the Portfolio Company, on the one hand and certain decisions of the General Partner and its affiliates concerning the investment in, divestment from and management of other investment vehicles’ holdings in, the Portfolio Company on the other hand, may give rise to conflicts of interest from time to time, to which each Limited Partner hereby consents and waives any claims with respectEach Limited Partner hereby acknowledges and agrees that such conflicts of interest will be resolved by the General Partner or an Affiliate thereof at its sole discretion; and that such determinations will be conclusive and absolutely binding upon the Fund, the Limited Partners, and their respective successors, assigns and personal representatives; and each Limited Partner hereby consents to all of the foregoing and waives and releases any claims with respect thereto. Each Limited Partner further acknowledges and agrees that the General Partner may from time to time resolve to create New LP Classes in the Fund to purchase and hold distinct Underlying Portfolio Securities and that to the maximum extent possible under applicable law, such New LP Class shall be entirely separate from all other (previous or future) New LP Classes, as if such investment was in a separate Fund. Each Limited Partner acknowledges that the foregoing may give rise to conflicts of interest between the different New LP Classes, to which such Limited Partner hereby consents and waives any claims. Each Limited Partner hereby acknowledges and agrees that such conflicts of interest will be resolved by the General Partner or an affiliate thereof at its sole discretion; and that such determinations will be conclusive and absolutely binding upon the Fund, the Limited Partners, and their respective successors, assigns and personal representatives; and each Limited Partner hereby consents to all of the foregoing and waives and releases any claims with respect thereto.
Indemnification	The Fund shall indemnify the General Partner, its partners, employees and agents, each Founder, each liquidator, the Management Company, and each partner, member, shareholder, director, officer, manager, employee, agent and affiliate of any of the foregoing (each an “Indemnified Person”) against claims, liabilities, costs and expenses (including attorneys’ fees) as incurred, in connection with their activities on behalf of, or their association with, the Fund; provided that the person seeking such indemnification has acted in good faith, was not engaged in willful misconduct and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was lawful.The General Partner, in its sole and absolute discretion, may cause the Fund to obtain insurance to cover any and all losses incurred by the Indemnified Persons.
Borrowing; Guarantees	The fund shall not be permitted to borrow funds or issue guarantees.
Reports and Meetings	Limited Partners shall receive annual financial statements of the Fund. The Fund will also endeavor to provide, on a quarterly basis, summary financial information. In addition, each Limited Partner shall be provided annually with such other information as may reasonably be requested by such Limited Partner as necessary for the completion of Israeli income tax returns
Israeli Tax Ruling	A pre-ruling has been received by the GP of the GPs from Israel Tax Authority, setting a beneficial tax rate of 15% on income accruing to non-Israeli investors in the GP Partnership. A ruling exempting has also been received to fully exempt non-Israel investors from Israeli on capital gains, interest and dividends accruing to investors in OurCrowd International Investment, LP. The GP of the GPs is currently seeking a similar pre-ruling from the Israel Tax Authority to provide an exemption from Israeli taxes for non-Israeli investors in OurCrowd International Investment II, LP. Partnership. While the GP of the GPs is confident that such a ruling should be obtained, there can be no full assurance that it will ultimately be obtained.