START FUND INVESTMENT LEAD AGREEMENT

1. Services. Investment Lead shall provide ManCo with certain consulting services, including the Investment Lead Responsibilities (the "Services"), relating to the management of the Fund and the investments in Portfolio Companies. The Services shall be provided in an ethical and professional manner and Investment Lead shall adhere to the terms of the Mensarius Oath.
2. Management Fees of the Fund. ManCo or its designee shall pay Investment Lead the Investment Lead Management Fees as provided in the above table.
3. Carried Interest of the Fund. The Carried Interest of the Fund shall be paid in accordance with the Investment Lead Carry and the GP Carry percentages as provided in the above table.
4. Confidentiality. In connection with provision of Services under this Agreement, each party to this Agreement may disclose confidential information to the other parties to this Agreement which includes the terms and conditions of this Agreement ("Confidential Information"). Each party agrees not to disclose any other party's Confidential Information to third parties without the written consent of the other party, except as required by applicable law.
5. Independent Contractor. Investment Lead is acting as an independent contractor in providing the Services. Nothing in this Agreement shall in any way be construed to constitute Investment Lead as an agent, employee or representative of ManCo or General Partner. Investment Lead is not authorized to bind ManCo or General Partner to any liability or obligation. Investment Lead agrees that it is obligated to report as income all compensation provided by this Agreement and pay all taxes on such income.
6. Indemnification. Investment Lead agrees to indemnify and hold harmless General Partner and ManCo, and their affiliates and representatives, from and against all losses, damages and expenses, including legal expenses, arising from or in connection with any of the following by Investment Lead or its affiliates and representative: (i) any negligent, reckless or intentionally wrongful act; (ii) any breach of any of the covenants contained in this Agreement; and (iii) any failure of Investment Lead to perform the Services in accordance with all applicable laws, rules and regulations.
7. Term of Agreement. This Agreement will begin on the Effective Date and will remain in full force and effect until the Services are completed and the Fund is dissolved, unless otherwise terminated in accordance with this Agreement.
8. Termination. General Partner may terminate this Agreement: (i) upon the failure of Investment Lead to fulfill the Investment Lead Responsibilities or otherwise does not devote their business time reasonably necessary for the management of the affairs of the Fund in the reasonable discretion of General Partner, or Investment Lead materially breaches any term of this Agreement, that is not remedied within forty five (45) days after General Partner has provided written notice to Investment Lead; or (ii) immediately, if Investment Lead materially breaches this Agreement that cannot reasonably be remedied within forty five (45) days, or the breach could result in material reputational damage to General Partner or any of its Affiliates. Upon any such termination, General Partner shall be entitled to receive Investment Lead's future Management Fees and Carried Interest in the Fund in an amount to compensate General Partner in filling the role of Investment Lead and to cover any expenses of General Partner or ManCo due to such breach, each as determined by General Partner in good faith.
9. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and fully supersedes any and all prior or contemporaneous agreements or understandings between the parties hereto pertaining to the subject matter hereof. To the fullest extent permitted by law, the parties hereto intend that any ambiguities shall be resolved without reference to which party may have drafted this Agreement. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the Parties hereto.
10. Assignability. Investment Lead may not sell, assign or delegate any rights or obligations under this Agreement, without the prior written consent of the other parties which may be withheld in their sole discretion.
11. Amendments. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance.
12. Severability. The invalidity or unenforceability of any provision of this Agreement, or any terms thereof, shall not affect the validity of this Agreement as a whole, which shall at all times remain in full force and effect.
13. Governing Law. This Agreement, including its existence, validity, construction, and operating effect, and the rights of each of the parties hereto, shall be governed by and construed in accordance with the laws of the State of Delaware without regard to otherwise governing conflicts of law or choice of law principles.
14. Dispute Resolution. If a dispute arises from or relates to this Agreement, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures in San Francisco, California. If the parties cannot settle the dispute by mediation, the dispute shall be adjudicated in accordance with this section. The parties hereby irrevocably and unconditionally: (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the "Delaware Court"), and not in any other state or federal court in the United States of America or any court in any other country; (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement; (iii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court; and (iv) waive, and agree not to plead or to make any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.
15. Notices. All notices under this Agreement shall be in writing and shall be (a) delivered personally, (b) sent by e-mail, or (c) sent by overnight mail or registered or certified mail (with return receipt). Any such notice shall be deemed to be delivered as of: (i) the date delivered, if delivered personally; (ii) upon receipt, if sent by e-mail; or (iii) on the date of receipt indicated on the return receipt, if sent by registered or certified mail.
16. Counterparts. This Agreement may be executed in any number of multiple counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one agreement, binding on all parties hereto.