SUB-ADVISORY AGREEMENT (

Source: Notion | Last edited: 2023-10-30 | ID: b8c8c5d8-c20...

SUB-ADVISORY AGREEMENT

With Trebuchet Granite Onshore Fund, LP

1. Axon Enigma GP Ltd.

THIS SUB-ADVISORY AGREEMENT (together with the Schedules attached hereto, this “Agreement”) is made and entered into this_18th day of_August, 2023 (“the Effective Date”) by and among Trebuchet Granite Onshore Fund, LP, a Delaware limited partnership (the “Partnership”), of which Trebuchet Granite Fund GP, LLC, a Delaware limited liability company (the “General Partner”), serves as the general partner, Trebuchet Capital Management, LP, a Delaware limited partnership (the “Investment Manager”), Axon Enigma GP Ltd. (the “Sub-Advisor”), and Axon Enigma GP Ltd. (the “Special Limited Partner”).

WHEREAS, the Partnership is an investment partnership conducting transactions in securities and other investments; and

WHEREAS, the Investment Manager serves as the investment manager to the Partnership and as part of its responsibilities thereto, among other things, provides services to, and establishes and maintains contractual relationships with, persons trading on behalf of the Partnership; and

WHEREAS, the Sub-Advisor is an investment manager desiring to manage a trading account on behalf of the Partnership; and

WHEREAS, the Partnership desires to retain the services of the Sub-Advisor to manage such trading account; and

WHEREAS, the Sub-Advisor is engaged in the business of rendering investment advice and providing discretionary investment management services and is registered as an investment adviser with the U.S. Securities and Exchange Commission or is properly exempt from such registration and/or is engaged in the business of rendering commodity trading advice and providing discretionary investment management services and is registered as a commodity trading adviser with the U.S. Commodity Futures Trading Commission (the “CFTC”) or is properly exempt from such registration; and

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained and for good and valuable consideration, the adequacy and sufficiency of which hereby is acknowledged, the Partnership, the Investment Manager, the Sub-Advisor and the Special Limited Partner hereby agree as follows:

2. SECTION 1. Partnership Assets, Ownership and Control; Custody.

(a) Sub-Account Assets. The Partnership shall provide a securities brokerage account (the “Sub-Account”) for the Sub-Advisor to effect certain transactions in, as described in this Agreement, and which shall be established and maintained by the Partnership with TradeStation Securities, Inc., or its legal successors or assigns (the “Broker”). Any assets held in the Sub- Account, as altered from time to time by investment, reinvestment, additional deposits, expense disbursements and withdrawals, collectively are referred to herein as the “Sub-Account Assets.” The Investment Manager retains the right in its sole discretion to select an alternative broker to custody the Sub-Account Assets upon prompt written notice to the Sub-Advisor.

(b) Partnership Ownership. Notwithstanding anything herein to the contrary, all Sub-Account Assets in the Sub-Account are assets of the Partnership and remain as such at all times. No right, duty, power or authorization granted to the Sub-Advisor herein shall affect or be deemed to affect in any manner the Partnership’s ownership of all Sub-Account Assets.

(c) Partnership Control. Notwithstanding anything herein to the contrary, the Partnership has and retains at all times ultimate dispositive power over the Sub-Account Assets and no right, duty, power or authorization granted to the Sub-Advisor herein shall affect or be deemed to affect in any manner such Partnership control; provided, however, that the Sub- Advisor is hereby appointed the Partnership’s agent to:

(i) vote, tender or convert any securities in the Sub-Account;

(ii) execute proxies, waivers, consents and such other instruments with respect to such securities;

(iii) endorse, transfer or deliver such securities; and

(iv) participate in or consent to any class action, plan or reorganization, merger, combination, consolidation, liquidation or similar plan with reference to such securities.

In connection therewith, the Sub-Advisor will exercise its discretion with respect to any such actions on behalf of the Partnership and take such actions as it determines in good faith to be in the best interest of the Partnership. Subject to the Sub-Advisor’s right to enter into ordinary course of business transactions consistent with the Investment Guidelines (as defined herein), the Sub-Advisor shall not be permitted to enter into any agreement that creates an obligation on the part of the Partnership without the Partnership’s prior written consent. In addition, if the Sub-Advisor or any of its affiliates has an adverse or potentially adverse interest with respect to any of the foregoing actions, the Sub-Advisor shall so promptly inform the Partnership.

(d) Custody. Broker shall at all times have custody and/or physical control of the Sub-Account Assets unless otherwise directed by the Partnership to deposit or transfer all or any portion of such Sub-Account Assets elsewhere. Under no circumstances shall the Sub- Advisor have or take, or direct any person other than the Broker to have or take, custody and/or physical control of the Sub-Account Assets.

(e) CFTC Rule 4.7. The General Partner hereby represents and warrants that the Partnership is operated in compliance with CFTC Rule 4.7 and shall remain in compliance with such rule for the term of this Agreement.

3. SECTION 2. Appointment and Powers of the Sub-Advisor; Special Limited Partner.

(a) Appointment of the Sub-Advisor. The Partnership hereby appoints the Sub-Advisor to manage the Sub-Account Assets at the Partnership’s risk and expense in accordance with the terms and conditions set forth herein and in accordance with the Investment Guidelines (as defined herein) set forth on Schedule A, as such Schedule may be amended from time to time by the Investment Manager, and the Sub-Advisor hereby accepts such appointment. As such, the Sub-Advisor shall use its best efforts to increase the value of the Sub-Account Assets. The Partnership shall have the right at all times to withdraw amounts from the Sub- Account in accordance with the terms of this Agreement.

(b) Fiduciary Status. The Sub-Advisor shall perform its duties hereunder with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like fiduciary capacity and familiar in such matters would use in the conduct of an enterprise of like character and aims. The Sub-Advisor shall discharge its duties hereunder with respect to the Sub-Account Assets in the interest of, and for the purpose of, providing benefits for the Partnership except as expressly provided in this Agreement. The Sub- Advisor shall at all times:

(i) act in the best interest of, and for the exclusive purpose of providing benefits to, the Partnership; and

(ii) avoid any conduct that creates an actual or potential conflict of interest between the Partnership, the General Partner, the Investment Manager and itself; (c) Limited Power of Attorney. Subject to the restrictions and limitations set forth in this Agreement, the Partnership hereby grants the Sub-Advisor authority to act as agent and attorney-in-fact for and on behalf of the Partnership solely with respect to the Sub- Account Assets. This power of attorney is a continuing power and shall remain in full force and effect unless and until revoked and terminated in accordance with the terms of this Agreement; provided, however, any such revocation shall not affect or be deemed to affect any transaction initiated by the Sub-Advisor prior to receipt of notice of such revocation and termination.

The Sub-Advisor expressly acknowledges that it has no authority to withdraw, pay or transfer monies or deliver or transfer securities out of the Sub-Account or to deposit additional funds into the Sub-Account, such rights having been reserved exclusively to the Partnership.

(d) Limited Investment Authority. As the Partnership’s agent and attorney- in-fact, subject to the restrictions and limitations set forth in this Agreement, including without limitation the trading policies set forth in the investment guidelines, as designated and detailed in Schedule A attached hereto (the “Investment Guidelines”), the Sub-Advisor shall exercise discretionary management with respect to the Sub-Account Assets, such discretion limited to the Sub-Advisor’s mandate as set forth in the Investment Guidelines. Pursuant to such discretionary management and subject to Section 2(f) below, the Sub-Advisor may:

(i) purchase, purchase cover, sell and sell short securities in accordance with the trading strategies and policies detailed in the Investment Guidelines;

(ii) make decisions relating to the manner, method and timing of investment transactions effected in the Sub-Account;

(iii) take all such other actions that the Sub-Advisor considers necessary or advisable to ensure that the Broker accurately reflects transactions effected in the Sub-Account;

(iv) take all such other actions, subject to the Partnership’s and/or its Investment Manager’s consent, that the Sub-Advisor considers necessary or advisable to carry out its duties and obligations arising hereunder; and

(v) engage in any and all such other conduct as may be directed by the Partnership and/or its Investment Manager from time to time.

(e) Special Limited Partner. An affiliate of the Sub-Advisor will have a Capital Account (as defined herein and in the Partnership’s limited partnership agreement, as amended and restated from time to time (the “Partnership Agreement”)) in the Partnership opened in the name of the Special Limited Partner. Such Capital Account will initially be funded with a balance equal to at least $2,225,000 (the “Initial Amount”). If the Special Limited Partner has not funded the Capital Account with the Initial Amount by November 1, 2023, a charge shall be assessed against the capital account of the Special Limited Partner of 0.1% of the remaining unfunded Sub-Advisor Allocation (calculated as the percent of unfunded Initial Amount multiplied by the Sub-Advisor Allocation) each month, and this Agreement may be immediately terminated without prior notice by the Investment Manager in its sole discretion. As such, the Special Limited Partner will be a limited partner in the Partnership as a Sub-Advisory Partner and will execute the Partnership Agreement and the Partnership’s subscription agreement, as may be amended and restated from time to time. The Sub-Advisor acknowledges that the Special Limited Partner will have rights associated with the balance held in its Capital Account as well as rights available to such Special Limited Partner that are different from the rights available to some other Limited Partners of the Partnership as set forth in the Partnership Agreement. The Special Limited Partner will not be entitled to make withdrawals from its Capital Account in the Partnership which will reduce the balance in such Capital Account to below the Initial Amount until the termination of this Agreement pursuant to Section 11 hereof, unless otherwise agreed to by the Investment Manager, in its sole discretion. The Special Limited Partner acknowledges and agrees that the Special Limited Partner shall not be required to share in losses, liabilities or expenses attributable to other Sub-Accounts of the Partnership except to the extent set forth in Section 27 of this Agreement.

(f) Sub-Advisor Allocation. The Partnership will initially fund transactions in the Sub-Account in an aggregate amount up to $15,000,000 (the “Sub-Advisor Allocation”), subject to the restrictions and limitations set forth in this Agreement, including without limitation the trading policies set forth in the Investment Guidelines and also subject to the following:

(i) (A) subject to Section 2(f)(i)(B) below, the Investment Manager in its sole discretion may request in writing that the Sub-Advisor provide additional funding (the “Funding Notice”) as described below in Section 2(f)(i)(B) or, if such funding is not requested or provided as described below, the Investment Manager may immediately reduce the Sub-Advisor Allocation by an amount up to the greater of (i) fifty percent (50%) of the Sub-Advisor Allocation, or (ii) an amount that would reduce the Sub-Advisor Allocation to no more than ten (10) times greater than the then current Special Limited Partner’s Capital Account if the Special Limited Partner’s Capital Account has depreciated at any time by an amount such that fifty percent (50%) or less of the Initial Amount remains in the Capital Account; however, notwithstanding the foregoing,

(B) upon receipt of the Funding Notice as described in Section 2(f)(i)(A) above, the Sub-Advisor and/or the Special Limited Partner may, by the later of the close of business on the date of such Funding Notice or within three (3) hours of the receipt of such Funding Notice, notify the Investment Manager that the Special Limited Partner’s Capital Account will be funded with an amount sufficient to return the balance to the greater of (1) seventy-five percent (75%) of the Initial Amount or (2) twelve percent (12%) of the then applicable Sub-Advisor Allocation (prior to any reduction subject to this Section 2(f)(i)), within one (1) Business Day thereafter, and, if such funding is timely made by the Special Limited Partner, the Investment Manager shall refrain from making any reduction in the Sub-Advisor Allocation with respect to the Sub-Account effected pursuant to Section 2(f)(i)(A) above; and

(ii) the Sub-Advisor Allocation may be renegotiated from time to time as mutually agreed upon by the Investment Manager and the Sub-Advisor. Notwithstanding the forgoing, the Partnership shall have the right to increase the Sub-Advisor Allocation to any amount up to $60,000,000 and concurrently increase Initial Deposit to 15% of the then current Sub-Advisor Allocation.

4. SECTION 3. Prohibited Activity.

With respect to the Sub-Account and the Sub- Account Assets, in no event shall the Sub-Advisor conduct any activity that is not expressly authorized in this Agreement or otherwise by the Partnership or the Investment Manager in writing prior to the Sub-Advisor conducting such activity and, in particular, the Sub-Advisor shall not invest in any investment or security identified as a “Restricted Instrument” in Schedule A attached hereto and as amended from time to time. Further, the Sub-Advisor and the Special Limited Partner hereby agree that the Investment Manager may take any action on behalf of the Sub-Account, the Partnership, itself or any affiliate thereof, notwithstanding any other provision to the contrary set forth in this Agreement, if the Investment Manager deems it necessary, in its sole discretion, to maintain compliance with all applicable laws, rules and regulations.

5. SECTION 4. Records and Reporting.

(a) The Sub-Advisor shall maintain appropriate records regarding the activities contemplated herein consistent with its duties under applicable laws and regulations and/or sufficient to accurately detail and evidence all such activities of the Sub-Advisor with respect to the Sub-Account Assets and the Sub-Account. For the avoidance of doubt, such records shall include evidence of how the Sub-Advisor has voted any and all proxies relating to securities held in the Sub-Account. The Sub-Advisor shall furnish the Partnership or its designee with any and all such records upon request. (b) In connection therewith, the Sub-Advisor shall:

(i) send or arrange that there be sent to the Partnership or to its designee, electronic confirmations of all transactions involving the Sub-Account Assets and the Sub-Account in a form that the Partnership shall specify, within 3 hours of execution and not later than the close of business on the trade date of each transaction, or, in the case of trades executed overnight, by 9:00 AM, New York City time on the immediately following Business Day (“Business Day” includes any day in which securities markets in the U.S. are open for business, other than a Saturday or Sunday);

(ii) permit the Partnership or its agents, at the Partnership’s request and during the Sub-Advisor’s normal business hours, to review records of the Sub-Advisor relating to the performance of accounts and allocation of orders and expenses among the accounts of the Sub-Advisor’s various clients; and

(iii) in connection with the annual audit of the Partnership, provide to the auditors or the Partnership such information and documentation related to the Sub-Account as may be reasonably requested and shall: permit the auditors to review records and procedures of the Sub-Advisor related to the Sub-Account; and

(A) otherwise cooperate with the auditors or other agents of the Partnership or the Investment Manager as necessary.

However, the Sub-Advisor shall not be responsible for the accuracy of information furnished by the Broker or any other third party or the result of any action taken based on inaccurate information provided by any such third party.

(c) The Sub-Advisor shall also furnish the Partnership with any information as may be required by any federal, state or self-regulatory law, rule or regulation presently or which may, in the future, be in effect, including, without limitation, any information as may be required by the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

(d) Notwithstanding anything to the contrary set forth in this Section 4 above, the Investment Manager shall have access during normal business hours to all information concerning the Sub-Account. All information concerning the Sub-Account shall be preserved by the Sub-Advisor for a period of at least five (5) years following the termination of this Agreement unless otherwise agreed to in writing by the Investment Manager. The Sub-Advisor will cooperate with any investigation or audit that might involve the Sub-Account and make data available as requested by the Investment Manager. Upon termination of the Sub-Account, all such information and data shall be promptly returned and delivered to the Investment Manager.

(e) Provide a copy of all marketing materials, investor letters, and updates, including monthly performance information of other funds or accounts managed by Sub-Advisor that are invested in a similar strategy, each month promptly following the end of the preceding calendar month.

(f) Cooperate with any ongoing due diligence requests or questionnaires submitted by the Partnership or its agents seeking information regarding the Sub-Advisor or the Special Limited Partner or its members, partners, or affiliates.

6. SECTION 5. Fee and Expense Schedule and Expenses Generally; Commissions.

(a) Investment Sub-Advisor Fees. The Partnership shall pay the Sub- Advisor such fees as are designated and detailed in Schedule B attached hereto (the “Fee and Expense Schedule”).

(b) Sub-Advisor Expenses. The Sub-Advisor shall bear and be solely liable for its expenses incurred in connection with the performance of its obligations pursuant to this Agreement, including any expenses incurred by the Sub-Advisor so as to comply with any applicable securities law, rule or regulation whether or not arising out of or as a result of this Agreement or the Sub-Account.

(c) Partnership Expenses. The Partnership (other than the Special Limited Partner) shall bear all other expenses not otherwise addressed in subparagraphs (a) and (b) or subparagraphs (d) through (g) of this Section 5 (or, for the avoidance of doubt, those expenses defined as Sub-Account Expenses on the Fee and Expense Schedule) which relate to the Sub- Account, such as any fees or expenses related to the Partnership’s fund administration, accounting, audit, legal and tax related services. For the avoidance of doubt, however, any such other expenses which are incurred by the Sub-Advisor on its own behalf rather than by the Investment Manager or the Partnership shall be treated as either Shared Expenses or Unshared Expenses in the Investment Manager’s discretion as described below in this Section 5.

(d) Shared Expenses. The Sub-Account shall only bear such Shared Expenses (as defined below) relating to the Sub-Advisor or the Sub-Account as set forth herein or as agreed to in writing by the Investment Manager and the Sub-Advisor (as evidenced on the Fee and Expense Schedule).

For purposes of this Agreement, the term “Shared Expenses” shall mean any on-going expenses (or portion thereof) and Soft Dollar Commissions incurred by the Partnership which are attributable to the Sub-Account and which the Investment Manager has agreed with the Sub-Advisor to treat as “Shared Expenses” pursuant to this Agreement.

(e) Unshared Expenses. Upon request from the Sub-Advisor, the Investment Manager may pre-approve the payment or reimbursement by the Partnership of Unshared Expenses (as defined below), the amount of which will be deducted from the Special Limited Partner’s Capital Account in the Partnership. Notwithstanding the foregoing, the Sub- Advisor shall no longer have the right to pay Unshared Expenses from the Sub-Account if an event as set forth in Section 2(f)(i)(A) occurs, unless the Sub-Advisor and/or the Special Limited Partner exercises its right set forth in Section 2(f)(i)(B).

For purposes of this Agreement, the term “Unshared Expenses” shall mean any on-going expenses (or portion thereof) and Soft Dollar Commissions (as defined in Section 5(g) below) incurred by the Partnership which are attributable to the Sub-Account and which the Investment Manager has agreed with the Sub-Advisor to treat as “Unshared Expenses” pursuant to this Agreement.

(f) Commissions Related Solely to Payment for Trade Execution. The Sub- Account will be charged commissions by the Broker (or any other broker or dealer utilized to effect trading in the Sub-Account which has been authorized in writing by the Investment Manager) on each trade executed in the Sub-Account. The pre-approved commission rates with respect to trading are detailed in Schedule C titled Broker Commission Schedule. Any actual brokerage commissions payable by the Partnership with respect to any trades made by the Sub- Advisor for the Sub-Account in excess of these rates will be treated as Soft Dollar Commissions pursuant to Section 5(g) unless separately agreed to in writing by the Investment Manager.

(g) Soft Dollar Commissions Related to Payment for Services other than Trade Execution. With pre-approval from the Investment Manager, the Sub-Advisor may elect to increase the commissions paid for transactions executed in the Sub-Account above those described in subparagraph (f) of this Section 5, in order to generate soft dollar commission credits in the Sub-Account which may be directed by the Sub-Advisor (with pre-approval from the Investment Manager) to obtain research and brokerage products and services which fall within Section 28(e) of the Securities Exchange Act of 1934, as amended; the generation of such soft dollar commissions shall be disclosed in writing to the Investment Manager prior to any such payment being made. Such Soft Dollar Commissions paid shall be treated as Unshared Expenses, unless otherwise agreed to by the Investment Manager and the Sub-Advisor to treat as Shared Expenses. This subparagraph is subject to the following additional restrictions:

(i) in no event shall the amount of Soft Dollar Commissions be more than $0.02 per share; and (ii) the Sub-Advisor shall no longer have the right to incur Soft Dollar Commissions if an event as set forth in Section 2(f)(i)(A) occurs unless the Sub-Advisor and/or the Special Limited Partner exercises its right set forth in Section 2(f)(i)(B). In some instances, the Sub-Advisor may utilize Soft Dollar Commissions that have been pre-approved by the Investment Manager to be treated as a Shared Expense to obtain a product or service that ultimately only partially benefits the Sub-Account. In such instances, the Sub-Advisor will determine the relative proportion of the product or service used to assist the Sub-Advisor in carrying out its responsibilities with respect to the Sub-Account and any such pre-approved Soft Dollar Commissions utilized for such proportion will continue to be treated as a Shared Expense; however, any Soft Dollar Commissions utilized for the proportion of the product or service unrelated to the Sub-Account shall be re-categorized as an Unshared Expense.

For purposes of this Agreement, the term “Soft Dollar Commissions” shall mean the excess, if any, of (i) the actual brokerage commissions payable by the Partnership with respect to any trades made by the Sub-Advisor for the Sub-Account over (ii) the Sub-Account Commissions (as defined below) payable with respect to the Sub-Account. All Soft Dollar Commissions must fall within the safe harbor set forth in Section 28(e) of the Securities Exchange Act of 1934, as amended.

For purposes of this Agreement, the term “Sub-Account Commissions” shall mean the brokerage commissions payable with respect to any trades made by the Sub-Advisor for the Sub-Account which relate solely to the execution of such trades in accordance with the commission rates set forth on Schedule C hereof.

7. SECTION 6. Trading at Broker-Dealers Other Than the Broker.

Upon written approval from the Investment Manager, the Sub-Advisor shall have the right to trade assets of the Sub-Account at industry-recognized, commercially reasonable broker-dealers other than the Broker that are pre-approved in writing by the Investment Manager as long as (i) any such trades are entered into the electronic trade entry system designated by the Investment Manager immediately after such trades are made (and not as of the end of such trading day), (ii) the Sub-Advisor has not committed a violation of any of the Investment Guidelines and (iii) an event as set forth in Section 2(f)(i)(A) must not have occurred.

In the event that the Sub-Advisor is able to negotiate rates lower than the pre- approved commission rates described in Section 5(f) with any broker-dealer, the Sub-Account shall only be obligated to bear such lower rate(s) and shall not be bound to pay the greater pre-approved commission rates described in Section 5(f). For the avoidance of doubt, except as set forth in Section 5( g), the Sub-Advisor may not negotiate with any broker-dealer to receive soft dollar commission credits or any other benefits, real or implied, whether in cash or services provided, without the prior written consent of the Investment Manager.

SECTION 7. Partnership Representations, Warranties, Acknowledgments and Agreements.

(a) The Partnership understands and hereby acknowledges to the Sub- Advisor that:

(i) the Sub-Advisor’s trading strategy is to be as detailed in the Investment Guidelines; and

(ii) the Sub-Advisor will not provide accounting or legal advice nor prepare any accounting or legal documents for the implementation of the Sub-Account.

(b) The Partnership hereby represents and warrants to the Sub-Advisor that:

(i) it is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended, a “qualified purchaser” as such term is defined in Section 2(a)(51)(C) of the Investment Company Act of 1940, as amended, and a “qualified eligible person” as such term is defined under Rule 4.7 promulgated under the Commodities Exchange Act, as amended (the “CEA”);

(ii) it has full power and authority to enter into this Agreement and that this Agreement shall be binding upon the Partnership in accordance with the terms hereof;

(iii) execution, delivery and performance by the Partnership of this Agreement does not violate any obligation by which the Partnership or its property is bound, whether arising by contract, operation of law or otherwise; and

(iv) it is a sophisticated investor who has evaluated the risks of investing in a long-short trading program, especially the risks associated with short selling.

SECTION 8. Sub-Advisor and Special Limited Partner Representations, Warranties, Acknowledgments and Agreements.

(a) The Sub-Advisor and the Special Limited Partner understand and hereby acknowledge to the Partnership that:

(i) the Partnership has delegated the responsibility for the management of its investment portfolio to the Investment Manager;

(ii) the Investment Manager’s instructions to the Sub-Advisor shall have the same force and effect as if delivered by and from the Partnership;

(iii) the Sub-Account is a trading account established by the Partnership through the use of both Partnership equity and margin financing provided by the Broker;

(iv) the Partnership may participate in certain class action lawsuits relating to positions historically held by the Partnership, which may include positions held in the Sub-Account, and that to the extent any award is credited to the Partnership during a period in which the Sub-Advisor continues to manage an allocation on behalf of the Partnership, the Special Limited Partner’s Capital Account will be credited with a portion of any such award in accordance with the allocation of profit and loss generally as described herein and in the Partnership Agreement;

(v) the Sub-Advisor and the Special Limited Partner have reviewed and understand the risk factors set forth in the Partnership’s Confidential Private Offering Memorandum, as may be amended from time to time (the “CPOM”), and as such understand the risks attendant to an investment in, and managing the Sub-Account for, the Partnership; and

(vi) to the extent the Special Limited Partner’s investment has been funded in any part by a party or parties that have not participated directly in the negotiation of this Agreement, whether by an investment in the Special Limited Partner or otherwise, the Sub- Advisor has shared the contents of this Agreement with such party or parties (and such party or parties have agreed to treat such information as confidential) and has explained to them all obligations and risks associated with the Special Limited Partner’s investment, including the risks attendant to investment capital being placed in a first position with respect to losses and has conducted sufficient diligence on such parties to determine that the investment is suitable for them.

(b) The Sub-Advisor and the Special Limited Partner individually and as applicable hereby each represent and warrant to the Partnership on an ongoing basis that:

(i) the Special Limited Partner is an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended, a “qualified purchaser” as such term is defined in Section 2(a)(51)(C) of the Investment Company Act of 1940, as amended, and a “qualified eligible person” as such term is defined under Rule 4.7 promulgated under the CEA;

(ii) each has full power and authority to enter into and perform fully the terms of this Agreement and that this Agreement shall be binding upon the Sub-Advisor and the Special Limited Partner in accordance with the terms hereof and neither of them is under any contractual or other obligation or restriction that would in any way impair either of their ability to comply with the provisions of this Agreement;

(iii) any capital invested in the Partnership by the Special Limited Partner has been contributed by accredited investors (as defined above) known to or associated with one another and has not been raised through any broader marketing or fundraising efforts (and each of the Sub-Advisor and the Special Limited Partner understand that the marketing of the Special Limited Partner’s interest in the Partnership to unrelated third parties shall be impermissible and a violation of this Agreement);

(iv) execution, delivery and performance by the Sub-Advisor and the Special Limited Partner of this Agreement does not violate any obligation by which the Sub- Advisor, the Special Limited Partner or their property is bound, whether arising by contract, operation of law or otherwise;

(v) each is in compliance with all applicable laws, rules and regulations (including any applicable licensing or registration requirements) and is not, to the best of either of their knowledge, the subject of any formal or informal investigation for violation of any applicable law, rule or regulation;

(vi) no litigation, proceeding or investigation (formal or informal) of or before any arbitrator or governmental authority is pending or, to the Sub-Advisor’s or the Special Limited Partner’s best knowledge, threatened

(A) asserting the invalidity or unenforceability of this Agreement;

(B) seeking to prevent the consummation of any transactions contemplated by this Agreement; or

(C) seeking any determination or ruling that would reasonably be expected to have an adverse effect on the ability of the Sub-Advisor and/or the Special Limited Partner to perform its obligations under this Agreement;

(vii) the Sub-Advisor shall manage the Sub-Account consistent with the provisions and requirements provided in the Investment Guidelines and under no circumstances shall it engage in any conduct which, directly or indirectly, violates any provision or requirement provided in the Investment Guidelines, absent the prior written consent of the Partnership;

(viii) each shall notify the Partnership of a change in any of the representations made in this Section 8(b) promptly;

(ix) each understands that the fees payable to the Sub-Advisor hereunder are automatically reinvested in the Capital Account of the Special Limited Partner;

(x) each is a sophisticated investor who has evaluated the risks of investing in a long-short trading program, especially the risks associated with short selling;

(xi) neither the Sub-Advisor nor the Special Limited Partner is relying on the Partnership, the General Partner, the Investment Manager or any of their officers, directors, members or affiliates for any legal or tax advice; and

(xii) no withdrawals will be permitted from the Capital Account of the Special Limited Partner that would result in the balance of such Capital Account falling below the Initial Amount.

SECTION 9. Sub-Advisor Liability.

The Sub-Advisor shall be liable to the Partnership, the General Partner, the Investment Manager and each of their officers, directors, principals, affiliates, employees and agents for any and all liability, losses, damages, costs and expenses (including reasonable legal and accounting fees and costs) (collectively, the “Expenses”) of the Partnership arising out of or resulting from the Sub-Advisor’s negligence, willful malfeasance or reckless disregard of its duties and obligations arising hereunder. The Sub-Advisor shall not be liable for any Expenses caused by mistake, negligence or nonperformance on the part of the Broker. Except as expressly provided in this Agreement, nothing herein shall waive or limit in any manner any rights that the Partnership may have under applicable federal or state securities and other laws.

8. SECTION 10. Indemnification.

(a) Sub-Advisor Indemnification. The Sub-Advisor agrees to indemnify, defend and hold the Partnership, the General Partner, the Investment Manager and their directors, officers, employees, principals, agents, members and affiliates harmless, to the fullest extent permitted by law, from and against all costs or expenses:

(i) arising out of the Sub-Advisor’s conduct for which it is liable pursuant to Section 9 hereof;

(ii) arising out of the non-fulfillment by the Sub-Advisor of any material agreement or obligation under this Agreement;

(iii) arising out of any misstatement or omission of any material fact by the Sub-Advisor with respect to information required to be provided by the Sub-Advisor regarding the Sub-Account Assets, the Sub-Account or this Agreement;

(iv) which would not have been incurred if all of the representations and warranties of the Sub-Advisor contained herein had been true and correct in all material respects when made and continue to be true and correct in all material respects during the Term of this Agreement; or

(v) arising out of or resulting from the Sub-Advisor’s negligence, willful malfeasance or reckless disregard of its duties and obligations arising hereunder.

(b) Partnership Indemnification. The Partnership agrees to indemnify, defend and hold the Sub-Advisor harmless, to the fullest extent permitted by law, from and against all expenses:

(i) arising out of the non-fulfillment by the Partnership of any material agreement or obligation under this Agreement; or

(ii) which would not have been incurred if all of the representations and warranties of the Partnership contained herein had been true and correct in all material respects when made and continue to be true and correct in all material respects during the Term of this Agreement.

(c) Control of Defense. The Sub-Advisor and its indemnified parties and the Partnership, the General Partner, the Investment Manager and their indemnified parties shall be an Indemnified Person hereunder, and each of the Sub-Advisor and the Partnership shall be an Indemnifying Party hereunder, in each case, as the context requires in this Section 10. The Indemnifying Party shall, at its sole cost, have control over the defense, payment, settlement or other dispositions of any action, claim, suit, dispute, or proceeding involving any obligation or liability assumed by or imposed upon the Indemnifying Party pursuant to this Section 10, and the Indemnifying Party shall have the right to conduct and control all negotiations and proceedings with respect thereto; provided that:

(i) Indemnifying Party shall fully and promptly keep all Indemnified Persons informed of the status of such actions,

(ii) no Indemnifying Party shall, without the prior written consent of the Indemnified Person, and no Indemnified Person shall without the prior written consent of the Indemnifying Party, which consent in either case shall not be unreasonably withheld, settle or compromise any claim giving rise to a claim for indemnity hereunder, or permit a default or consent to the entry of any judgment in respect thereof, and

(iii) notwithstanding the foregoing, an Indemnified Person shall at all times be entitled to employ, at its own expense, counsel separate from counsel for the Indemnifying Party and in such event the Indemnifying Party shall be responsible for such reasonable costs of counsel.

SECTION 11. Term; Termination.

(a) Term. This Agreement shall be effective as of the date hereof and shall remain in effect until such date that the Sub-Advisor ceases to have discretionary authority over the Sub-Account pursuant to Paragraph (b) hereof (the “Term”).

(b) Right of Termination. This Agreement may be terminated:

(i) by the Partnership or Investment Manager by providing the Sub-Advisor with written notice of its or their intent to do so no less than thirty (30) days prior;

(ii) by the Partnership or the Investment Manager immediately and without notice to the Sub-Advisor if, in the sole discretion of either the Partnership or the Investment Manager, (A) any term of this Agreement (including any term on any Schedule attached hereto) has been violated by the Sub-Advisor, (B) any of the representations and warranties made by either the Sub-Advisor or the Special Limited Partner is believed to be untrue or inaccurate in the discretion of the Partnership or the Investment Manager, (C) the Investment Manager is unable to obtain financing to fund, or maintain the level of funds in, the Sub-Account in the amount as set forth in Section 2(f) or (D) either the Partnership or the Investment Manager determines it is in the best interest of the Partnership to terminate this Agreement;

(iii) by the Partnership or the Investment Manager immediately and without notice to the Sub-Advisor if the Special Limited Partner’s Capital Account has depreciated by an amount such that ten percent (10%) or less of the Initial Amount remains in the Capital Account at any time. However, the Investment Manager has the right, in its sole discretion, to permit the Sub-Advisor or its designee to make additional capital contributions within one (1) Business Day to the Special Limited Partner’s Capital Account such that the Special Limited Partner’s Capital Account contains an amount at least equal to the greater of (A) thirty-five percent (35%) of the Initial Amount or (B) three and one-half percent (3.5%) of the then applicable Sub-Advisor Allocation, and, if the Sub-Advisor agrees to and does contribute such amount, the Agreement will not be deemed terminated and instead will continue to be subject to all the terms and conditions set forth in this Agreement. If the agreement is terminated pursuant to this section, the Investment Manager or the Partnership may liquidate any or all assets of the account in the sole discretion of the Partnership or the Investment Manager; or

(iv) by the Sub-Advisor at any time upon thirty (30) Business Day’s prior written notice to the Partnership and the Investment Manager, provided that the Sub-Account is already fully liquidated at the time notice is given.

All accrued but unpaid fees shall be due and payable within thirty (30) Business Days from the last day of the month in which the Term ends.

(c) Liquidation. Upon notice of termination of this Agreement by the Partnership or the Investment Manager (unless otherwise agreed to by the Investment Manager), the holdings of the Sub-Account shall be liquidated and converted into U.S. dollars by the Sub- Advisor in an orderly manner within two (2) Business Days following the termination of this Agreement; provided, however, that the Investment Manager may in its sole discretion immediately and without notice to the Sub-Advisor liquidate and convert any and all holdings in the Sub-Account in the event that: (i) the Special Limited Partner’s Capital Account has at any time depreciated by 90% of the Initial Amount, (ii) the Sub-Advisor has violated the Investment Guidelines in any material respect (in the Investment Manager’s sole discretion) or (iii) one (1) Business Days have passed following the termination of this Agreement and the Sub-Advisor has failed to fully liquidate and convert the Sub-Account Assets. Absent a termination of this agreement, the Investment Manager or the Partnership may in its sole discretion liquidate any holdings in the Sub Account immediately and without notice to the sub-advisor at any time in the event that the Sub-Advisor has violated any term of this Agreement (including the Investment Guidelines) as determined in the sole discretion of the Investment Manager or the Partnership.

9. SECTION 12. Transactions of Sub-Advisor for Other Clients; Soft Dollar Arrangements.

(a) The Partnership understands and acknowledges that the Sub-Advisor and its affiliates may provide, among other things, investment management and advisory services to other clients and customers, as well as to proprietary accounts, utilizing essentially equivalent investment strategies as set forth in the Investment Guidelines for the Sub-Account and other strategies. The Partnership recognizes that the Sub-Advisor provides individualized account management to other clients, that assets in different portfolios may vary in both size and makeup from client to client, and, accordingly, that the Sub-Advisor may provide advice or take action or not take action in the performance of its duties with respect to other clients, which advice or action, including the timing and nature of such action, may differ from advice given or action taken or not taken, with respect to the Sub-Account. However, notwithstanding the foregoing, the Sub-Advisor shall, under normal conditions, allocate investment opportunities between the Partnership and other pools and accounts for its clients on a fair and equitable basis, subject to applicable law and client guidelines. The Sub-Advisor agrees that it will maintain sufficient staff and resources to be able to accomplish the goals and requirements set forth in this Agreement.

(b) Subject to Section 5, the Sub-Advisor:

(i) may determine in its discretion the prices paid or received for Sub-Account investments;

(ii) may determine with the pre-approval of the Investment Manager those securities brokers and dealers through and with whom Sub-Account securities portfolio transactions are effected and the commission rates and other fees payable for such services subject to the terms of this Agreement;

(iii) need not solicit competitive bids, is not obligated to seek lowest available commission cost, and may or may not negotiate “execution only” commission rates, as it determines appropriate; and

(iv) may determine, in its discretion, to direct or allocate Sub- Account portfolio transactions or commissions to securities brokers and dealers who recommend potential clients to the Sub-Advisor or investors in funds managed by the Sub-Advisor or one or more affiliates and who provide or pay the costs of services, equipment or other items for the benefit of the Sub-Account or other Sub-Advisor clients in consideration of the allocation to the firm of portfolio transactions (with resulting commission income or profits) made on behalf of the Account. Any executing relationship must be approved in writing by the Partnership or the Investment Manager.

(c) The services, equipment and other items provided or for which payment is otherwise made using such “soft dollar” arrangements may include, among others, prime brokerage services, free or reduced cost research services, investment research, consulting fees, proxy voting services, news wire, data processing and other charges, quotation services, periodical subscription fees, and custody, record keeping and similar charges. Any of these arrangements may benefit the Sub-Advisor or one or more affiliates with only indirect benefit to the Sub-Account. Any such soft dollar arrangements and related benefits must fall within the “safe harbor” provided by Section 28(e) of the Securities Exchange Act of 1934.

(d) Sub-Account transactions may or may not also be made on an aggregate basis in conjunction with transactions on behalf of other Sub-Advisor clients and funds managed by Sub-Advisor or its affiliates or associates. In those cases, the Sub-Account may bear a pro rata share of brokerage commission expense that sometimes exceeds the commission expense that the Sub-Account would have incurred if it had traded independently.

10. SECTION 13. Confidentiality; Non-Solicitation; Non-Compete.

(a) The Sub-Advisor and the Special Limited Partner on the one hand, and the Partnership, the Investment Manager and the General Partner on the other hand (each, a “Party”) shall treat all information furnished hereunder, including without limitation all information concerning this Agreement, each Party’s name, business activities, and the terms of this Agreement, as confidential and shall not disclose such information to third parties (including any other sub-advisors to the Partnership) absent the prior written consent of the other Party (except that either Party may disclose such information regarding the other Party, without consent, to their legal, accounting or other advisors acting in such capacities, their service providers generally or, in the case of the Partnership, such information may also be utilized by or disclosed to any of the Partnership’s affiliates, designees, agents, investors or financing counterparties for the purposes set forth herein, in the CPOM or otherwise), or as required by law or order of a court with appropriate jurisdiction.

(b) During the term of this Agreement and for a period of twenty-four (24) months from the date of termination of this Agreement, the Sub-Advisor and the Special Limited Partner each agree not to knowingly, without the Investment Manager’s prior written consent, directly or indirectly, as owner, director, officer, partner, investor, proprietor, manager, member, employee, consultant, advisor, agent or otherwise:

(i) contact or attempt to contact, directly or indirectly, any person who works or has worked during the prior twelve (12) months as an employee of the Partnership or its affiliates, which contact shall be for the purpose, either in whole or in part, of offering any such person employment or engagement that is not with the Partnership or its affiliates; or

(ii) do or attempt to do business similar in nature or competing with the business of the Partnership or its affiliates.

(c) It is expressly agreed that among the various remedies for violation of this Section 13 shall be specific performance and injunctive relief issued by any court having jurisdiction over these matters. This Section 13 shall survive the termination of this Agreement.

(d) For purposes of this Section 13, the term “Sub-Advisor” and “Special Limited Partner” shall include the Sub-Advisor, the Special Limited Partner and/or any of their affiliates or principals.

11. SECTION 14. Notices.

Notices or other notifications given or sent under or pursuant to this Agreement shall be in writing and be deemed to have been given or sent if delivered to the party at its address listed below in person, by courier, by facsimile or by email. The addresses of the parties are:

For the Sub-Advisor: As set forth in Schedule A

For the Partnership:

Trebuchet Granite Onshore Fund, LP

c/o Trebuchet Granite Fund GP, LLC

25 SE 2nd Ave Ste 550 PMB 475

Miami, FL 33131

E-mail: notices@trebuchetcm.com Trebuchet Capital Management, LP c/o Trebuchet Granite Fund GP, LLC 25 SE 2nd Ave Ste 550 PMB 475

Miami, FL 33131

E-mail: notices@trebuchetcm.com

A party may change its address by giving written notice of such to the other parties. Notices sent to the Partnership or the Investment Manager shall not be effective unless an Email copy is delivered to the same.

12. SECTION 15. Sole Agreement.

This Agreement (including the Schedules attached hereto) constitutes the only agreement between the parties with respect to the management of the Sub-Account and correctly sets forth the rights, duties, and obligations of each party to the other as of the date hereof. Any prior agreements, promises, negotiations or representations not expressly set forth in this Agreement (or referenced hereby) are of no force or effect.

13. SECTION 16. Waiver or Modification.

No waiver or modification of any of the terms of this Agreement shall be effective unless reduced to a written document between the Sub-Advisor and the Partnership. Any modification adverse to the Partnership must be signed by the Partnership. Any delay in insisting or failure to insist upon strict compliance with any of the terms hereunder shall not operate as a waiver of, or estoppel with respect to, any subsequent or other act of non-compliance therewith. No failure to exercise and no delay in exercising on the part of any party hereto, of any right, remedy, power or privilege hereunder shall operate as a waiver thereof.

14. SECTION 17. Assignment and Delegation.

This Agreement may not be assigned by the Sub-Advisor or the Special Limited Partner absent the prior written consent of the Investment Manager and the Partnership, and any attempted assignment without the prior written consent of such parties shall be void. This Agreement binds and inures to the benefit of its parties, their successors and assigns. This Agreement may be assigned by the Investment Manager or the Partnership without the consent of the Sub-Advisor or the Special Limited Partner.

15. SECTION 18. Severability.

If, for any reason, any provision of this Agreement (whether in whole or in part) is held invalid, such invalidity shall not affect any other provision or partial provision of this Agreement not so held invalid, and each such other provision shall to the full extent consistent with law continue in full force and effect.

SECTION 19. Choice of Law: Venue.

This Agreement and all questions relating to its validity, interpretation, performance and enforcement shall be governed by, and the rights of the parties arising hereunder construed in accordance with, the laws of the State of New York without reference or giving effect to the principles of conflict of laws.

Any action or proceeding brought by either party may be commenced by such party in the federal or state courts, located within the State of New York. Each of the parties hereto hereby submits to the non-exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York state court sitting in New York City for the purposes of all legal proceedings arising out of or relating to this Agreement and agrees that service of process may be made by mail to the respective party at its address as set forth in Section 14 herein.

SECTION 20. Counterparts. This Agreement may be executed in counterparts, each of which shall be an original and all of which, taken together, shall be deemed to constitute one and the same instrument.

16. SECTION 21. Section Headings.

The section headings in this Agreement are for convenience of reference only and shall not be deemed to interpret or modify the provisions hereof.

17. SECTION 22. Definitions and Interpretation.

Terms defined herein include the plural as well as the singular, and any reference to any gender includes the other genders. The words “include,” “includes,” “included” and “including” are to be interpreted as if followed in all cases by “without limitation,” whether or not actually so followed. The words “hereby,” “herein,” “hereof,” “hereto” and “hereunder” refer to this Agreement as a whole and not to any particular Section or other portion of this Agreement. All references to ”$” or cash shall be deemed references to U.S. dollars. All references herein to Sections shall be deemed references to Sections of this Agreement unless the context shall require otherwise. All accounting terms used and not otherwise defined herein have the meanings ascribed to them in accordance with accounting principles generally accepted in the United States of America.

18. SECTION 23. Independent Contractor Authority.

The Sub-Advisor is an independent contractor and is not a partner, employee or agent of the Partnership, the General Partner, the Investment Manager or any affiliate thereto. The Partnership, the General Partner, the Investment Manager, on the one hand and the Sub-Advisor on the other, do not have any authority to assume or create any obligation, liability or undertake any responsibility on behalf of or in the name of the other party except as specifically contemplated herein.

19. SECTION 24. Tax and Legal Matters.

The Sub-Advisor shall not cause the Partnership, the Investment Manager or its affiliates to (a) become subject to tax in any jurisdiction (i) in which the Sub-Advisor is organized, (ii) where the Sub-Advisor is physically located, or (iii) in which the Sub-Advisor conducts trading, (b) be engaged in a US trade or business, or (c) reserve for tax under United States Generally Accepted Accounting Principles.

The Partnership hereby agrees to file all tax returns due in connection with the securities held in the Sub-Account and for income therefrom. The Partnership will provide 1099s and K-1s for the Sub-Advisor and the Special Limited Partner, respectively. The Partnership further understands and acknowledges that the SubAdvisor has not and will not provide any legal or tax advice to the Partnership or the Investment Manager. All tax filings and obligations (other than as set forth above) of the Sub-Advisor and the Special Limited Partner will be the sole responsibility of the Sub-Advisor and the Special Limited Partner. For each Fiscal Year, items of income, deduction, gain, loss or credit as determined for federal income tax purposes shall be allocated among the Partners in such manner as to reflect amounts allocated to the Capital Accounts of the Partners under this Agreement. Such allocation shall be made pursuant to the principles of Sections 704(b) and 704(c) of the Internal Revenue Code of 1986, as amended (the “Code”), and in conformity with Regulations §§ 1.704-1(b)(2)(iv)(f) and § 1.704-1(b)(4)(i) promulgated thereunder, or the successor provisions to such Section and Regulations. Notwithstanding anything to the contrary in this Agreement, there shall be allocated to the Partners such gains or income as shall be necessary to satisfy the “qualified income offset” requirements of Regulations § 1.704-1(b)(2)(ii)(d).

20. PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A COMMODITY

POOL OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY POOL OPERATOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT.

SECTION 25. CapitalAccounts.

(a) A capital account (“Capital Account”) shall be established on the books of the Partnership for each Special Limited Partner, and a Capital Account for the Partnership, which is for the benefit of the Limited Partners but not the Sub-Advisory Partners (the “Fund Partner”). Collectively the Sub-Advisory Partners and the Fund Partner shall be referred to as the (“Partners”). Each of the Special Limited Partner’s contributions to the Partnership shall herein be called “Capital Contributions”. The Capital Account of each Partner shall be in an amount equal to such Partner’s initial Capital Contribution, adjusted as provided herein or in the Partnership Agreement as applicable. At the beginning of each Accounting Period, the Capital Account of each Partner shall be increased by the amount of any additional Capital Contributions made by such Partner as of the beginning of such Accounting Period.

(b) At the end of each calendar month, the Capital Account of the Special Limited Partner and the Fund Partner shall be increased or decreased by any Sub-Account Net Gain or Sub-Account Net Loss allocated to such Special Limited Partner and the Fund Partner pursuant to Sec. 26(a). In addition, at the end of each calendar month, the Special Limited Partner’s Capital Account shall be decreased by the aggregate amount of Unshared Expenses incurred with respect to the Sub-Account attributable to such Special Limited Partner during such calendar month. At the end of each Accounting Period, each Partner’s Capital Account shall be decreased by the amount of any withdrawals made by, or distributions made to, such Partner as of the end of such Accounting Period. For the avoidance of doubt, Sub-Account Net Losses shall be allocated to the Capital Account of the Special Limited Partner in real time, as opposed to waiting until the end of each month.

(c) The Special Limited Partner has the right to request withdrawals from their Capital Account as of the last Business Day of each calendar month with at least 30 days advance written notice, or other such times as the General Partner shall determine in its sole discretion; provided, however, that the Special Limited Partner shall not make withdrawals from its Capital Account which shall reduce the balance in such Capital Account to below the Initial Amount until the termination of this Sub-Advisory Agreement unless otherwise agreed to by the General Partner, in its sole discretion. Withdrawals will be processed within 30 days of the last day of the calendar month in which the request was made.

21. SECTION 26. Allocations

(a) At the end of each calendar month, any Sub-Account Net Gain and Sub-Account Net Loss with respect to a Sub-Account shall be allocated to the Capital Account of the Special Limited Partner with respect to such Sub-Account and the Capital Account of the Fund Partner as follows and in the following order:

Any Sub-Account Net Gain with respect to such Sub-Account for each such calendar month shall be credited to the Capital Account of such Special Limited Partner and the Fund Partner, as follows: (i) first, 100% to the Fund Partner, until the Fund Partner has been credited pursuant to this clause (i) with an aggregate amount equal to the Sub-Account Net Losses with respect to such Sub-Account debited to the Fund Partner pursuant to Sec. 26 (a)(2)(ii) below;

(ii) second, 100% to such Special Limited Partner, until such Special Limited Partner has been credited pursuant to this clause (ii) with an aggregate amount equal to the aggregate Sub-Account Net Losses with respect to such Sub-Account debited to such Special Limited Partner’s Capital Account pursuant to Sec. 26(a)(2)(i) below (any allocation made to a Special Limited Partner pursuant to this clause (ii), a “Recovery Allocation”);

(iii) third, 100% to such Special Limited Partner, until such Special Limited Partner has been credited pursuant to this clause (iii) with an amount equal to its Sub-Account Capital Profit Allocation; and (iv) thereafter, 100% to the Fund Partner.

Any Sub-Account Net Loss with respect to such Sub-Account for each such calendar month shall be debited to the Capital Account of such Special Limited Partner and the Fund Partner, as follows: (i) first, 100% to such Special Limited Partner until such Special Limited Partner’s Capital Account has been reduced to zero; and

(ii) thereafter, 100% to the Fund Partner.

(b) Notwithstanding anything set forth in this Section 26, items of Partnership loss shall be specially allocated to the Special Limited Partners to the extent any such Special Limited Partner participates in any Excess Losses pursuant to Section 27 below. To the extent a Special Limited Partner is allocated such losses, such Special Limited Partner shall be specially allocated all future Sub-Account Net Gain with respect to the Sub-Account attributable to such Special Limited Partner, as well as its pro-rata share of any future Sub-Account Net Gains attributable to any other sub-account that would have otherwise been credited to the Fund Partner’s Capital Account, for so long as such Special Limited Partner continues to be a current Special Limited Partner in the Partnership, until such losses have been reversed.

(c) The term “Sub-Account Capital Profit Allocation” shall mean, with respect to each Special Limited Partner and any calendar month, an amount equal to the product of (i) the Sub-Account Net Gain with respect to the Sub-Account attributable to such Special Limited Partner for such calendar month (after deducting any Recovery Allocations made to such Special Limited Partner during such month) and (ii) the Capital Profit Percentage with respect to such Special Limited Partner and such month.

(d) “Capital Profit Percentage” shall mean, with respect to each Special Limited Partner and any calendar month, a fraction, the numerator of which is the aggregate Capital Account balance of such Special Limited Partner as of the beginning of such calendar month (before any Recovery Allocations are made for that month) and the denominator of which is the calendar daily average Sub-Advisor Allocation with respect to the Sub-Account attributable to such Special Limited Partner during the calendar month.

22. Section 27. Liabilities of the Partners.

The Limited Partners and all former Limited Partners shall share all losses, liabilities or expenses suffered or incurred by virtue of the operation described in this agreement in proportion to their respective Overall Partnership Percentages for the Fiscal Year (or relevant portion thereof) to which any debts or obligations of the Partnership are attributable; provided, however, that each Special Limited Partner (as defined herein) shall share only in such losses, liabilities or expenses that are attributable to the Sub-Account (as defined herein) with respect to such Special Limited Partner, unless the aggregate losses, liabilities or expenses sustained by the Partnership are greater than the aggregate Capital Account balances of the Fund Partner (as defined herein) and of the applicable Special Limited Partners, at which time each Special Limited Partner shall share in such excess of any losses, liabilities or expenses (the “Excess Losses”) in proportion to their respective positive Capital Account balances. In the event that a Special Limited Partner shares in Excess Losses, such Special Limited Partner (and not the Fund Partner) shall be entitled to any future Sub-Account Net Gains attributable to the Sub-Account with respect to such Special Limited Partner, as well as its pro rata share of any future Sub-Account Net Gains attributable to any other Sub-Account that would have otherwise been credited to the Fund Partner’s Capital Account for so long as such Special Limited Partner continues to be a current Limited Partner in the Partnership, until such Excess Losses have been reversed. Limited Partners or former Limited Partners shall share all losses, liabilities or expenses up to the limit of their respective interests in the Partnership for such Fiscal Year (or relevant portion thereof).

23. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above.

Trebuchet Granite Onshore Fund, LP

BY: Trebuchet Granite Fund GP, LLC, its general partner

By:

Name: Steven Boyd

Title: Managing Member

Trebuchet Capital Management, LP

By:

Name: Steven Boyd

Title: Managing Member

SUB-ADVISOR:

Axon Enigma GP Ltd.

By:

Name:

Title:

SPECIAL LIMITED PARTNER:

Axon Enigma GP Ltd.

By:

Name:

Title:

24. SCHEDULE A

25. Investment Guidelines

Set forth below are the Investment Guidelines established between the Partnership and the Sub-Advisor relating to the management of the Sub-Account, as may be amended by email by the Investment Manager or the Partnership in its sole discretion. Each Investment Guideline is exclusive of, and separate from, other Investment Guidelines. The Sub-Advisor shall, at all times, comply with each and every Investment Guideline set forth herein.

26. Sub-Advisor Contact _

Name: Jonathan Marshall

Email:_ jonathan@axon.capital investorservices@axon.capital

Percentages are percentage of the Allocation Size unless otherwise indicated

For the avoidance of doubt, limitations set forth herein apply at all times (including intraday).

Futures are calculated using notional value as opposed to market value

27. SCHEDULE B

28. Fee and Expense Schedule

29. 1. Fees _

(a)

Management Fee. No management fee.

(b) Sub-Account Performance Fees. The Partnership shall pay the Sub-Advisor a performance based fee (the “Sub-Account Performance Fee”) in an amount equal to fifty percent (50%) multiplied by any Sub-Account Net Gain with respect to the Sub-Account which is allocated to the Fund Partner’s Capital Account (as defined herein and in the Partnership Agreement) pursuant to Section 26 of this agreement. For the avoidance of doubt, Sub-Account Net Gains with respect to any calendar month are first reduced by any Recovery Allocations and Sub- Account Capital Profit Allocations (as each such term is defined herein and in the Partnership Agreement) made with respect to such month prior to the payment of any Sub-Account Performance Fees on the remaining Sub-Account Net Gains for such month. Sub-Account Net Gain shall be calculated in the sole discretion of the Investment Manager and shall be final and binding.

Sub-Account Performance Fees payable to a Sub-Advisor shall be reinvested in the Partnership as additional Capital Contributions (as defined herein) by the Special Limited Partner attributable to such Sub-Advisor as of the last day of the month in which such fees are payable to such Sub-Advisor and may be withdrawn by such Special Limited Partner pursuant to this Agreement and the Partnership Agreement. Any Sub- Account Performance Fees shall be subject to adjustment following completion of the annual audit of the Partnership.

Definitions:

The term “Sub-Account Net Gain” for any calendar month means the excess, on a US$-adjusted basis, of (i) the total of all realized and unrealized gains and dividend and interest income (other than interest earned with respect to cash or cash equivalent investments) attributable to such Sub-Account with respect to such calendar month, over (ii) the total of all realized and unrealized losses and Sub- Account Expenses attributable to such Sub-Account with respect to such calendar month, all determined on the accrual basis of accounting.

The term “Sub-Account Net Loss” for any calendar month and each Sub-Account shall mean the excess, on a US$-adjusted basis, of the (i) total of all realized and unrealized losses and Sub-Account Expenses attributable to such Sub-Account with respect to such calendar month, over (ii) the total of all realized and unrealized gains and dividend and interest income (other than interest earned with respect to cash investments) attributable to such Sub-Account with respect to such calendar month, all determined on the accrual basis of accounting.

The term “Sub-Account Expenses” shall include (i) dividends or coupons paid (e.g., “short” dividends), (ii) dividend or interest income withheld as taxes, (iii) negative security borrow rebates, (iv) financing costs related to any swap, contract for difference or other synthetic position, (v) a financing expense equal to the product of (A) the market value of the Sub-Account’s outstanding long investments at the close of each day, multiplied by (B) the Broker’s financing rate (the relevant reference rate plus any spread) in place for each such day for each such investment and (vi) the aggregate Sub-Account Commissions and Shared Expenses which are attributable to such Sub-Account.

30. Expenses

Account Setup Expense. Upon the execution of this Agreement, an expense of $10,000 shall be deducted from the Sub-Account to reimburse the Partnership for costs associated with the creation of the account. This amount shall be treated as a Sub-Account Net Loss and allocated to the Capital Account of the Sub-Advisor. b. There are currently no other Unshared Expenses or Shared Expenses other than as described in the Agreement. In the event that any potential Unshared Expenses and/or Shared Expenses should arise, the parties agree to negotiate with respect to such expenses in good faith.

31. SCHEDULE C

32. Broker Commission Schedule

(all amounts in US Dollars, unless otherwise indicated)

Commission rates are those in effect between the Sub-Advisor and the Broker.