IPG PROMISSORY NOTE Original- REI 24


IPG PROMISSORY NOTE

FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, as of:

June 15, 2026

iPG Fixed Income Fund, LP, a Delaware limited partnership (the "Borrower"), hereby unconditionally promises to to pay to the order of:

Name Of Individual Or Authorized Company Agent Investing:

or its assigns (the "Noteholder", and together with the Borrower, the "Parties"), the principal amount of $:

(the “Principal Amount”),

together with all accrued interest thereon as provided in this Promissory Note (the "Note").

Definitions; Interpretation.

  1. Capitalized terms used herein shall have the meanings set forth in this Section.
    1. “Acceleration Notice” means a proactive notice (whether by written document, email, or other electronic communication, an interactive graphic interface such as a dialog box or ‘button’ on the Website, or otherwise) provided to Borrower not less than ninety (90) days in advance at any time prior to the Maturity Date, setting forth the Borrower’s obligation to pay the Acceleration Payment.
    2. “Acceleration Payment” means the payment of all unpaid Principal Amount and accrued interest under the Note prior to the Maturity Date as called or otherwise accelerated by the Noteholder pursuant to an Acceleration Notice. Any Acceleration Payment prior to the Term will be subject to the Acceleration Penalty and the Gate. As a result of industry-standard banking practices, the Acceleration Payment may take up to ninety (90) days for the Noteholder to receive.
    3. “Acceleration Penalty” means an amount deducted from the Acceleration Payment equal to ten percent (10 %) of the Acceleration Payment.
    4. "Affiliate" as to any Person, means any other Person that, directly or indirectly through one or more intermediaries, is in control of, is controlled by or is under common control with such Person. For purposes of this definition, "control" of a Person means the power, directly or indirectly, either to (a) vote 10% or more of the securities having ordinary voting power for the election of directors (or persons performing similar functions) of such Person or (b) direct or cause the direction of the management and policies of such Person, whether by contract or otherwise.
    5. “Affiliated Vehicle” means an entity owned, operated, or otherwise under the control or common control of the Borrower, General Partner, Investment Manager, Principal, or an Affiliate thereof, of which the Borrower may loan or invest the Aggregate Capital into to pursue the Investment Strategy on behalf of the Borrower.
    6. “Aggregate Capital” means the capital received from the Noteholder under this Note and those certain other promissory notes entered into with a limited number of “accredited investors” as defined in Securities and Exchange Commission Rule 501(a) of Regulation D (17 CFR 230.501(a)), including up to thirty-five (35) non-accredited investors.
    7. "Anti-Corruption Laws" means all laws, rules, and regulations of any jurisdiction applicable to the Borrower from time to time concerning or relating to bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977.
    8. "Applicable Rate" means an annualized interest rate equal to:  , which shall be in effect for the entirety of the Term.  Interest shall accrue monthly and shall be paid to the Noteholder on a monthly basis on the 1st of each month.. Following the expiration of the Term, the Noteholder will continue to accrue interest at the Applicable Rate.  Following the Term, the Noteholder shall be notified via email of any change to the Applicable Rate, with no less than thirty (30) days prior notice of such change taking effect.
    9. “Bank Loans” means (a) any bank loan or (b) any loan made by an investment bank, investment fund, private lender (including but not limited to private lenders in the real estate space such as so called “hard money lenders”) or other financial institution; provided that such loan under this clause (b) is similar to those typically made, syndicated, purchased or participated by an investment bank, investment fund, private lender or other financial institution loan investor in the ordinary course of business.
    10. "Beneficial Ownership Regulation" has the meaning set forth in Section 11.10.
    11. "Borrower" has the meaning set forth in the introductory paragraph.
    12. "Business Day" means a day other than a Saturday and Sunday.
    13. “Collateral” means the Noteholder’s Pro Rata Allocation of the Limited Partnership Interests in the Borrower.
    14. “Contribution Date” means the 1st of the month subsequent to the date the Borrower receives the amount specified under the definition of “Principal Amount”, which shall generally be no later than fourteen (14) business days following the Effective Date unless otherwise agreed to by the Borrower. Funds received on or after the 1st of the month may capture accrued interest under special circumstances only and is at the sole discretion of the Fund Manager. (See Exhibit E for an example).
    15. "Debt" of the Borrower, means all (a) indebtedness for borrowed money; (b) obligations for the deferred purchase price of property or services, except trade payables arising in the ordinary course of business; (c) obligations evidenced by notes, bonds, debentures, or other similar instruments; (d) obligations as lessee under capital leases; (e) obligations in respect of any interest rate swaps, currency exchange agreements, commodity swaps, caps, collar agreements, or similar arrangements entered into by the Borrower providing for protection against fluctuations in interest rates, currency exchange rates, or commodity prices, or the exchange of nominal interest obligations, either generally or under specific contingencies; (f) obligations under acceptance facilities and letters of credit; (g) guaranties, endorsements (other than for collection or deposit in the ordinary course of business), and other contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any Person, or otherwise to assure a creditor against loss, in each case, in respect of indebtedness set out in clauses (a) through (f) of a Person other than the Borrower.
    16. "Default" means a failure to fulfill the obligations of this Note due to any of the events specified in Section 9 of this Note which constitute an Event of Default or which, upon the giving of notice, the lapse of time, or both, pursuant to Section 9 of this Note, would, unless cured or waived, become an Event of Default.
    17. “Default Rate” means the Applicable Rate plus three percent (3%).
    18. “Event of Default” has the meaning set forth in Section 9 of this Note.
    19. “GAAP” means generally accepted accounting principles in the United States of America.
    20. “Gate” means a mechanism whereby in the event a Noteholder submits an Acceleration Notice which, together with any other Acceleration Notices submitted by other noteholders (“Noteholders”) within the three (3) months prior to such Acceleration Notice being submitted, constitutes five percent (5%) of the Aggregate Capital received by the Borrower under all outstanding Notes, the Borrower may defer payment under an Acceleration Notice for up to six (6) months to reduce any negative effect such Acceleration Notices may have on the Borrower. Any amounts withheld as a result of the Gate shall remain subject to the risks associated with an investment in the Note.
    21. “General Partner” means iPG Fixed Income Fund, LP, a Delaware limited liability company and general partner to the Borrower.
    22. “Governmental Authority” means the government of any nation or any political subdivision thereof, whether at the national, state, territorial, provincial, municipal, or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank, or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government.
    23. “Interest Payment” has the meaning set forth in Section 4.2 of this Note.
    24. “Interest Payment Date” means monthly on the 1st of each calendar month of each calendar year, after the Vesting Period. As a result of standard banking and transfer-related delays, amounts due on the interest Payment Date may take up to ten (10) business days following the interest Payment Date to be received by the Noteholder. The Noteholder acknowledges and agrees any such delay is out of the control of the Borrower and is not to be deemed a Default. (See Exhibit E for an example).
    25. “Investment Manager” means iPG Fixed Income Fund, LP, a Delaware limited liability company, and investment manager to the Borrower.
    26. “Investment Strategy” means the investment operations the Borrower will pursue, as directed by the Investment Manager, which shall include conversion of Aggregate Capital into investments in a portfolio of distressed real estate and related assets, including but not limited to new construction of one-off lots for new builds in warm weather communities that have a high probability for Airbnb rentals and traditional land development and build projects for single-family and multi-family subdivisions and communities.
    27. “Law” as to any Person means the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law (including common law), statute, ordinance, treaty, rule, regulation, order, decree, judgment, writ, injunction, settlement agreement, requirement or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.
    28. “Lien” means any mortgage, pledge, hypothecation, encumbrance, lien (statutory or other), charge, or other security interest. ‘Limited Partnership Interests” means the limited partnership interests of iPG Fixed Income Fund, LP, a Delaware limited partnership.
    29. “Material Adverse Effect” means a material adverse effect on (a) the business, assets, properties, liabilities (actual or contingent), operations, or condition (financial or otherwise), or prospects of the Borrower; (b) the validity or enforceability of the Note.
    30. “Maturity Date” means the earlier of (a) the conclusion of the applicable Term and (b) the date on which all amounts under this Note shall become due and payable pursuant to Remedy terms defined in Section 10 of this Note. Notwithstanding the foregoing, provided a Default has not otherwise occurred, and amounts remain owed to the Noteholder under the Note, the Maturity Date shall automatically be extended for continuous one (1) month periods until such time as the Principal Amount and all Interest Payments, have been paid to the Noteholder, or this Note is otherwise terminated by reason of a Default, or such other reason provided hereunder.
    31. “Note” has the meaning set forth in the introductory paragraph.
    32. “Noteholder” has the meaning set forth in the introductory paragraph.
    33. “OFAC” means the U.S. Department of the Treasury's Office of Foreign Assets Control.
    34. “Parties” has the meaning set forth in the introductory paragraph.
    35. “PATRIOT Act” means the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. 107-56, signed into law October 26, 2001).
    36. “Permitted Debt” means Debt: (a) existing or arising under this Note; (b) of a substantially similar manner to the Debt hereunder entered into with any third party in furtherance of the Investment Strategy; including Debt incurred through the sale and issuance of other notes (c) which may be deemed to exist with respect to swap contracts; owed in respect of any netting services, overdrafts, and related liabilities arising from treasury, depository, and cash management services in connection with any automated clearinghouse transfer of funds; (d) from unsecured insurance premiums owed in the ordinary course of business; (e) incurred for the acquisition of supplies or inventory on normal trade credit endorsements for collection or deposit in the ordinary course of business; (f) arising in the ordinary courses of business with respect to surety, bid, appeal, indemnity and performance bonds, insurance obligations and other similar obligations; (g) from letters of credit to secure self-insurance liabilities and obligations; (h) incurred in connection with any Bank Loans; and (i) extensions, refinancings, modifications, amendments, and restatements of any item of Permitted Debt specified in (a) through (j) above.
    37. “Permitted Liens” means: (a) Liens incurred in connection with any Debt described in clauses (a) though (k) of the Permitted Debt definition, provided that in the Borrower’s discretion, any Liens in connection with any Debt stemming from any Bank Loans may be senior any Liens that have been effectuated in connection with any Debt described in clauses (a) through (i) of the Permitted Debt definition; and (b) Liens incurred in connection with the extension, refinancing, modification, amendment or restatement of Permitted Debt secured by Liens of the type described in the foregoing clause (a).
    38. "Person" means any individual, corporation, limited liability company, trust, joint venture, association, company, limited or general partnership, unincorporated organization, Governmental Authority, or other entity“
    39. "Principal" means Eishnel Henry, an Individual.
    40. “Principal Amount” means $ , dollar amount which in no case, shall be less than $50,000 unless otherwise determined by the General Partner in its sole discretion. The Principal Amount may be increased by way of additional investments made by the Noteholder at any time. A new account is created each time principal is added by the Noteholder.
    41. "Sanctioned Country" means, at any time, a country or territory which is itself the subject or target of any comprehensive or country-wide Sanctions.
    42. "Sanctioned Person" means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by a Sanctions Authority; (b) any Person operating, organized, or residing in a Sanctioned Country; (c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b), or (d) any Person that is the subject or target of any Sanctions“
    43. "Sanctions" mean all economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by a Sanctions Authority.
    44. "Sanctions Authority" means OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, any EU member state, Canada, or other relevant sanctions authority.
    45. “Term” means the period commencing after the first “Interest Payment Date”, per the term option selected below:

    46. “Vesting Period” two months post Contribution Date.
    47. “Website” means the website of the Borrower found at www.ipgfunds.com.
  2. Interpretation. For purposes of this Note, (a) the words "include", "includes", and "including" shall be deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; and (c) the words "herein", "hereof", "hereby", "hereto", and "hereunder" refer to this Note as a whole. The definitions given for any defined terms in this Note shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. Unless the context otherwise requires, references herein to: (x) Schedules, Exhibits, and Sections mean the Schedules, Exhibits, and Sections of this Note; (y) an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Note shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
  3. Noteholder Representations and Warranties. In connection with the Note, Noteholder represents and warrants to the Borrower that:
    1. The Note is for the Noteholder’s own account without the participation of any other person, with the intent of holding the Note for investment and without the intent of participating, directly or indirectly, in a distribution of the Note and not with a view to, or for resale in connection with, any distribution of the Note.
    2. The undersigned has evaluated the risk of acquiring the Note and is acquiring the Note based only upon its independent examination and judgment as determined from information obtained directly by the Noteholder from the Borrower or its authorized representatives. Noteholder recognizes the increased risks associated with the Borrower’s subsequent pursuit of the Investment Strategy in making investments into real estate and loans on real estate. Accordingly, the undersigned understands that failure of the Borrower’s Investment Strategy may result in the Borrower being unable to pay back the Principal Amount, resulting in a substantial or total loss of capital for the Noteholder. Further, the Noteholder acknowledges and agrees that the Borrower may pursue the Investment Strategy indirectly via an Affiliated Vehicle.
    3. The Noteholder’s overall Note amount, of which the Note is not readily marketable, is not disproportional to the Noteholder’s net worth, and the Noteholder’s acquisition of the Note will not cause such overall commitment to become excessive.
    4. Acquisition of the Note involves a high degree of risk, and the Noteholder can sustain a substantial loss of the Principal Amount. The Noteholder is willing to bear the economic risk of the Note until the Maturity Date (or as otherwise provided herein).
    5. The address set forth in Section 11.1 hereto is the undersigned’s true and correct address. In the event of a change thereof, the Noteholder will promptly notify the Borrower within ten (10) calendar days of such change taking effect.
    6. The execution and delivery of this Note by the undersigned has been duly authorized, and this Note constitutes the valid and binding agreement of the undersigned enforceable against the undersigned in accordance with its terms.
    7. No provision of any applicable law, regulation, or document by which the undersigned is bound prohibits the acquisition of the Note by the undersigned.
    8. The Noteholder understands and agrees that it is not, directly or indirectly, (i) in contravention of any U.S. or international laws and regulations, including anti-money laundering regulations or conventions, (ii) acting on behalf of terrorists or terrorist organizations, including those persons or entities that are included on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), as such list may be amended from time to time, (iii) acting for a senior foreign political figure, any member of a senior foreign political figure’s immediate family or any close associate of a senior foreign political figure , or (iv) for a foreign shell bank (such persons or entities in (i) – (iv) are collectively referred to as “Prohibited Persons”).
      1. The OFAC list may be accessed on the web at http://www.treas.gov/ofac.
      2. Senior foreign political figure means a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a senior foreign political figure includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. The immediate family of a senior foreign political figure typically includes the political figure’s parents, siblings, spouse, children and in-laws. A close associate of a senior foreign political figure is a person who is widely and publicly known internationally to maintain an unusually close relationship with the senior foreign political figure and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure.
      3. Foreign shell bank means a foreign bank without a physical presence in any country but does not include a regulated affiliate. A post office box or electronic address would not be considered a physical presence. A regulated affiliate means a foreign shell bank that: (1) is an affiliate of a depository institution, credit union, or foreign bank that maintains a physical presence in the United States or a foreign country, as applicable; and (2) is subject to supervision by a banking authority in the country regulating such affiliated depository institution, credit union, or foreign bank.
    9. If the Noteholder is a corporation, the Noteholder is duly and validly organized, validly existing, and in good tax and corporate standing as a corporation under the laws of the jurisdiction of its incorporation with full power and authority to enter into the Note and to execute and deliver this agreement, and the Noteholder agrees to furnish to the Borrower, upon request, documentation satisfactory to the Borrower in the Borrower’s reasonable discretion, evidencing such organization, existence, standing, power, and authority.
    10. All of the information provided by the Noteholder in the Noteholder Questionnaire for Exhibit B and all of the representations, warranties, and agreements set forth in this Note are true and accurate as of the date hereof and thereof and contain no omissions of material fact. Should the foregoing statement cease to be true in any respect, the undersigned will promptly notify the Borrower.
    11. The undersigned understands the meaning and legal consequences of the representations, warranties, and other agreements made by the undersigned herein and that the Borrower is relying on such representations and warranties in making its determination to enter into the Note. The undersigned hereby agrees to indemnify and hold harmless the Borrower and any agent, director, officer, or employee thereof from and against any and all loss, damage, or liability due to or arising out of a breach of any representation, warranty, or agreement of the undersigned contained in this Note. Nothing in this Note shall constitute a waiver or limitation of any rights which the undersigned may have under applicable federal and state laws.
    12. The undersigned has read and reviewed those certain risk factors associated with the acquisition of the Note found in Exhibit C, “Risk Factors” and has had the opportunity to review and discuss with its tax, legal, and financial advisors. The undersigned acknowledges and agrees that acquiring the Note involves a number of significant risks. The risk factors set forth in Exhibit C are those that, at the date hereof, the Borrower deems to be the most significant, however, it is not intended to be a complete description or an exhaustive list of risks. Other factors ultimately may affect the Note in a manner and to a degree not now foreseen. Noteholder has carefully considered, in addition to the matters set forth elsewhere in this Note, the factors discussed in Exhibit C. The Note should form only a part of a complete investment program, and the Noteholder must be able to bear the loss of its entire investment.
  4. Payment Dates; Optional Prepayments
    1. Payment Dates. The aggregate unpaid Principal Amount of the Note, all accrued and unpaid interest, and all other amounts payable under this Note shall be due and payable on the Maturity Date unless otherwise provided in Section 10 of this Note, however, provided a Default has not otherwise occurred, and amounts remain owed to Noteholder under the Note as of the Maturity Date, the Maturity Date shall automatically be extended for continuous one (1) month periods until such time as the Principal Amount, and all Interest Payments, have been paid to Noteholder, or this Note is otherwise terminated by reason of a Default or such other reason provided hereunder. Notwithstanding the foregoing, the Noteholder may, at any time, subject to the Term and Gate, provide an Acceleration Notice to the Borrower setting forth the Acceleration Payment, being called by Noteholder to be accelerated and paid on a date not less than ninety (90) calendar days thereafter.
    2. Optional Prepayments. The Borrower may prepay the Principal Amount in whole or in part at any time or from time to time without penalty or premium by paying the Principal Amount to be prepaid together with accrued interest thereon to the date of prepayment. No prepaid amount may be reborrowed unless otherwise agreed to in writing by the Parties.
  5. Interest
    1. Interest Rate. The outstanding Principal Amount of the Note made hereunder shall bear interest at the Applicable Rate from the date the Borrower has received the Principal Amount until the Principal Amount is paid in full, whether at maturity, upon acceleration, by prepayment, or otherwise. Accordingly, interest shall solely begin to accrue on the Contribution Date and not as of the Effective Date unless the Borrower has otherwise received the Principal Amount on the Effective Date.
    2. Interest Payment Dates Distribution. Interest shall be payable (each, an “Interest Payment”) monthly in advance to the Noteholder on each Interest Payment Date. Upon entering into this Note, Noteholder will receive the Interest Payment (i) via a payment by ACH (automated clearing house), which shall consist of immediately available funds to the Noteholder's account at a bank specified by the Noteholder in writing to the Borrower from time to time.
    3. Default Interest. If any amount payable hereunder is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration, or otherwise, such overdue amount shall bear interest at the Default Rate from the date of such non-payment until such amount is paid in full.
    4. Computation of Interest. All computations of interest shall be made on the basis of 365 days a year, or 366 days in a leap year, and the actual number of days elapsed if less than a year. Interest shall begin to accrue on the Principal Amount on the Contribution Date and shall not accrue on the Principal Amount for the day on which it is paid.
  6. Payment Mechanics
    1. Manner of Payments. All payments of interest shall be made as a distribution as of 11:59 PM EST on the Interest Payment Date consisting of immediately available funds to the Noteholder's account at a bank specified by the Noteholder in writing to the Borrower. Payments of the Principal Amount shall be made in lawful money of the United States of America by wire transfer or ACH of immediately available funds to the Noteholder's account at a bank specified by the Noteholder in writing to the Borrower. As a result of standard banking and transfer-related delays, amounts due on the Interest Payment Date may take up to ten (10) business days following the Interest Payment Date to be received by the Noteholder. Noteholder acknowledges and agrees any such delay is out of the control of Borrower and is not to be deemed a Default.
    2. Application of Payments. All payments made under this Note shall be applied first to the payment of any fees or charges outstanding hereunder, second to accrued interest, and third to the payment of the Principal Amount outstanding under the Note.
    3. Business Day Convention. Whenever any payment to be made hereunder shall be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day.
    4. Rescission of Payments. If at any time any payment made by the Borrower under this Note is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, or reorganization of the Borrower or otherwise, the Borrower's obligation to make such payment shall be reinstated as though such payment had not been made.
  7. Borrower Representations and Warranties. The Borrower hereby represents and warrants to the Noteholder on the date hereof as follows:
    1. Existence; Power and Authority; Compliance with Laws. The Borrower (a) is an entity duly organized, validly existing, and in good standing under the laws of the state of its jurisdiction of organization; (b) has the requisite power and authority, and the legal right, to own, lease, and operate its properties and assets and to conduct its business as it is now being conducted, to execute and deliver this Note, and to perform its obligations hereunder and thereunder, and (c) is in compliance with all Laws.
    2. Authorization; Execution and Delivery. The execution and delivery of this Note by the Borrower and the performance of its obligations hereunder and thereunder have been duly authorized by all necessary actions in accordance with all applicable Laws. The Borrower has duly executed and delivered this Note.
    3. No Approvals. No consent or authorization of, filing with, notice to, or other act by, or in respect of, any Governmental Authority or any other Person is required in order for the Borrower to execute, deliver, or perform any of its obligations under this Note.
    4. No Violations. The execution and delivery of this Note and the consummation by the Borrower of the transactions contemplated hereby and thereby do not and will not (a) violate any Law applicable to the Borrower or by which any of its properties or assets may be bound; or (b) constitute a default under any material agreement or contract by which the Borrower may be bound.
    5. Enforceability. Each of the Note is a valid, legal, and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).
    6. No Litigation. No action, suit, litigation, investigation, or proceeding of, or before, any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against the Borrower or any of its property or assets (a) with respect to the Note, or any of the transactions contemplated hereby or thereby or (b) that could be expected to materially adversely affect the Borrower's financial condition or the ability of the Borrower to perform its obligations under the Note.
    7. PATRIOT Act; Anti-Money Laundering. The Borrower is, and to the knowledge of the Borrower, its directors, officers, employees, and agents, are in compliance in all material respects with the PATRIOT Act and any other applicable terrorism and money laundering laws, rules, regulations, and orders.
    8. Anti-Corruption Laws and Sanctions.
      1. The Borrower has implemented and maintains in effect policies and procedures reasonably designed to ensure compliance in all material respects by the Borrower and its directors, officers, employees, and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower is, and to the knowledge of the Borrower, its directors, officers, employees, and agents are, in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects.
      2. The Borrower is not, and to the knowledge of the Borrower, no director, officer, nor employee of the Borrower is a Sanctioned Person.
      3. No use of proceeds of the Principal Amount or other transaction contemplated by this Note will violate any Anti-Corruption Law or applicable Sanctions.
  8. Affirmative Covenants. Until all amounts outstanding under this Note have been paid in full, the Borrower shall:
    1. Maintenance of Existence. (a) Preserve, renew, and maintain in full force and effect its corporate or organizational existence and (b) take all reasonable action to maintain all rights, privileges, and franchises necessary or desirable in the normal conduct of its business, except, in each case, where the failure to do so would not reasonably be expected to have a Material Adverse Effect.
    2. Compliance. (a) Comply with all Laws applicable to it and its business and its obligations under its material contracts and agreements, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect and (b) maintain in effect and enforce policies and procedures reasonably designed to achieve compliance in all material respects by the Borrower and its directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.
    3. Payment Obligations. Pay, discharge, or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings, and reserves in conformity with GAAP with respect thereto have been provided on its books.
    4. Notice of Events of Default. As soon as possible and in any event within two Business Days after it becomes aware that an Event of Default has occurred, the Borrower shall notify the Noteholder in writing of the nature and extent of such Event of Default and the action, if any, it has taken or proposes to take with respect to such Event of Default.
    5. Further Assurances. Upon the request of the Noteholder, promptly execute and deliver such further instruments and do or cause to be done such further acts as may be necessary or advisable to carry out the intent and purposes of this Note.
  9. Negative Covenants. Until all amounts outstanding under this Note have been paid in full, the Borrower shall not:
    1. Indebtedness and Liens. Incur, create, or assume any Debt or Liens other than Permitted Debt and Permitted Liens.
    2. Line of Business. Enter into any business, directly or indirectly, except for those businesses in which the Borrower is engaged on the date of this Note or that are reasonably related thereto or to otherwise materially amend the Investment Strategy.
  10. Events of Default. The occurrence and continuance of any of the following shall constitute an Event of Default hereunder:
    1. Failure to Pay. The Borrower:
      1. fails to pay (i) any Principal Amount of the Note on the Maturity Date or (ii) interest or any other amount when due and such failure continues for ten (10) days after written notice to the Borrower; or
      2. fails to pay to the Noteholder any amounts owed under an Acceleration Notice within ninety (90) days of the date specified in an Acceleration Notice (subject to the Gate).
    2. Breach of Representations and Warranties. Any representation or warranty made by the Borrower to the Noteholder herein is incorrect in any material respect on the date as of which such representation or warranty was made.
    3. Breach of Covenants. The Borrower fails to observe or perform (a) any covenant, condition, or agreement contained in Section 7 or Section 8 of this Note or (b) any other material covenant, obligation, condition, or agreement contained elsewhere in this Note, other than those specified in clause (a) and in Section 9.1 of this Note, and such failure continues for thirty (30) days after written notice to the Borrower.
    4. Cross-Defaults. The Borrower fails to pay when due any of its Debt (other than Debt arising under this Note), or any interest or premium thereon, when due, and such failure continues after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt.
    5. Bankruptcy.
      1. The Borrower commences any case, proceeding, or other action (i) under any existing or future Law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with respect to it or its debts or (ii) seeking appointment of a receiver, trustee, custodian, conservator, or other similar official for it or for all or any substantial part of its assets, or the Borrower makes a general assignment for the benefit of its creditors;
      2. There is commenced against the Borrower any case, proceeding, or other action of a nature referred to in 10.5(a) which (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged, or unbonded for a period of thirty (30) days;
      3. There is commenced against the Borrower any case, proceeding, or other action seeking issuance of a warrant of attachment, execution, or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has not been vacated, discharged, or stayed or bonded pending appeal within thirty (30) days from the entry thereof;
      4. The Borrower takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in Section 9.5(a), Section 9.5(b), or Section 9.5(c) above; or
      5. The Borrower is generally not, or shall be unable to, or admits in writing its inability to, pay its Debts as they become due.
    6. Judgments. One or more judgments or decrees shall be entered against the Borrower, and all of such judgments or decrees shall not have been vacated, discharged, or stayed or bonded pending appeal within thirty (30) days from the entry thereof.
  11. Remedies. Upon the occurrence of any Event of Default and at any time thereafter during the continuance of such Event of Default, the Noteholder may, at its option, by written notice to the Borrower (a) declare the entire Principal Amount of the Note, together with all accrued interest thereon and all other amounts payable under this Note, immediately due and payable; and/or (c) exercise any or all of its rights, powers or remedies under applicable Law; provided, however, that if an Event of Default described in Section 9.5 above shall occur, the Principal Amount of the Note and accrued interest on the Note shall become immediately due and payable without any notice, declaration, or other act on the part of the Noteholder.
  12. Miscellaneous.
    1. Notices and Communications.
      1. The Borrower and/or any service provider or third party acting on its behalf may make reports, statements, and other communications relating to the Borrower, the Noteholder, this Note, or other documentation available in electronic form, such as e-mail or by posting on a web site (with notification of the posting by e-mail). By signing this Note, Noteholder acknowledges and recognizes e-mail messages are not secure and may contain computer viruses or other defects, may not be accurately replicated on other systems or may be intercepted, deleted, or interfered with without the knowledge of the sender or the intended recipient. The Borrower and its agents make no warranties in relation to these matters. Further, by signing this Note, the Noteholder acknowledges, agrees, and consents to the receipt of electronic communication and further consents to the use of signing services that comply with the National Commerce Act 15 USC §7001, ET SEQ. (“E-SIGN ACT”) and the Uniform Electronic Transactions Act, as adopted by the various States, which may include, but are not limited to, DocuSign, HelloSign, and Adobe Sign.
      2. All notices, requests, or other communications required or permitted to be delivered hereunder shall be delivered in writing (either physically or electronically), in each case to the address specified below or to such other address as such Party may from time to time specify in writing in compliance with this provision. Each Party shall be responsible for notifying the other of any update to its contact information below within ten (10) calendar days of such change taking effect:
        1. If to the Borrower:
          iPG Fixed Income Fund, LP
          Attn: General Manager
          8 The Green, Suite 17279,
          Dover, DE, 19901
          EMAIL: info@ipgfunds.com
        2. If to the Noteholder:
          Names:

          C/O:
          Attn:
          Telephone:

          Address:

          Email:
        3. Notices if (i) mailed by certified or registered mail or sent by hand or overnight courier service shall be deemed to have been given when received; and (ii) sent by email shall be deemed received upon the sender's receipt of an acknowledgment from the intended recipient (such as by the "return receipt requested" function, as available, return email, or other written acknowledgment).
        4. The Borrower’s books of account will be audited at the end of each fiscal year by a firm of certified public accountants selected by the Borrower. Books of account will generally be kept by the Borrower, in accordance with GAAP. The Borrower will furnish audited financial statements to the Noteholder within one hundred twenty (120) days, or as soon thereafter as is reasonably practicable, following the conclusion of each fiscal year. In addition, the Noteholder will receive the information necessary to prepare federal and state income tax returns following the conclusion of such fiscal year as soon thereafter as is reasonably practical. The Noteholder will also receive unaudited reports of the Borrower’s activity on each Interest Payment Date (including all interest and Principal Amount paid on the Note) and such other information as the Borrower determines. The Borrower will not be required to provide information with regard to specific investment transactions of the Borrower.
    2. Expenses. Each party shall be responsible for all out-of-pocket costs, expenses, and fees incurred by such party in connection with the transactions contemplated hereby, including the negotiation, documentation, and execution of this Note and the enforcement of the Noteholder's rights hereunder and thereunder.
    3. Governing Law. This Note, and any claim, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to this Note, and the transactions contemplated hereby and thereby shall be governed by the laws of the State of Delaware.
    4. Submission to Jurisdiction.
      1. The Borrower hereby irrevocably and unconditionally (i) agrees that any legal action, suit, or proceeding arising out of or relating to this Note may be brought in the federal and state courts seated in the State of Delaware and (ii) submits to the exclusive jurisdiction of any such court in any such action, suit, or proceeding. Final judgment against the Borrower in any action, suit, or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment.
      2. Nothing in this 12.4 shall affect the right of the Noteholder to (i) commence legal proceedings or otherwise sue the Borrower in any other court having jurisdiction over the Borrower or (ii) serve process upon the Borrower in any manner authorized by the laws of any such jurisdiction.
    5. Venue. The Borrower irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of the venue of any action or proceeding arising out of or relating to this Note in any court referred to in 12.4 and the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
    6. Waiver of Jury Trial. THE BORROWER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY.
    7. Integration. This Note constitutes the entire contract between the Parties with respect to the subject matter hereof and supersedes all previous agreements and understandings, oral or written, with respect thereto.
    8. Successors and Assigns. This Note may be assigned or transferred by the Noteholder to any Person. The Borrower may not assign or transfer this Note or any of its rights hereunder without the prior written consent of the Noteholder. This Note shall inure to the benefit of, and be binding upon, the Parties and their permitted assigns.
    9. Waiver of Notice. The Borrower hereby waives demand for payment, presentment for payment, protest, notice of payment, notice of dishonor, notice of nonpayment, notice of acceleration of maturity, and diligence in taking any action to collect sums owing hereunder.
    10. PATRIOT Act. The Noteholder hereby notifies the Borrower that pursuant to the requirements of the PATRIOT Act and 31 C.F.R. § 1010.230 (the "Beneficial Ownership Regulation"), it is required to obtain, verify, and record information that identifies the Borrower which information includes the name and address of the Borrower and other information that will allow the Noteholder to identify the Borrower in accordance with the PATRIOT Act and the Beneficial Ownership Regulation, and the Borrower agrees to provide such information from time to time to the Noteholder.
    11. Amendments and Waivers. No term of this Note may be waived, modified, or amended except by an instrument in writing signed by both of the Parties. Any waiver of the terms hereof shall be effective only in the specific instance and for the specific purpose given.
    12. Headings. The headings of the various sections and subsections herein are for reference only and shall not define, modify, expand, or limit any of the terms or provisions hereof.
    13. No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising on the part of the Noteholder of any right, remedy, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The rights, remedies, powers, and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers, and privileges provided by law.
    14. Electronic Execution. The words "execution," "signed," "signature," and words of similar import in the Note shall be deemed to include electronic or digital signatures or electronic records, each of which shall be of the same effect, validity, and enforceability as manually executed signatures or a paper-based record-keeping system, as the case may be, to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 U.S.C. §§ 7001 to 7031), the Uniform Electronic Transactions Act (UETA), or any state law based on the UETA, including the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301 to 309).
    15. Severability. If any term or provision of this Note is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Note or invalidate or render unenforceable, such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Note so as to affect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

IN WITNESS WHEREOF, the Borrower has executed this Note as of

iPG Fixed Income Fund, LP, its General Partner
By: 
Name: Eishnel Henry
Title: Manager of the General Partner,
iPG Fixed Income Fund, LP

By its acceptance of this Note, the Noteholder acknowledges and agrees to be bound by and represents the accuracy of the provisions of this Note, including but not limited to the entirety of Section 2.

Noteholder Name:

By:

Name:

Title:

Exhibit A
Accredited Investor Qualifications and Bad Actor Representations

Please review Part I and Part II, and please sign in Part III affirming whether you qualify as an “accredited investor” as defined in Securities and Exchange Commission Rule 501(a) of Regulation D (17 CFR 230.501(a)), and that you are NOT a “Bad Actor” under Rule 506(d) of the U.S. Securities Act of 1933.

Part I: ACCREDITED INVESTOR:
As one of the qualifications of being an accredited investor, one must have the financial ability to bear the economic risk of an investment and has adequate means for providing for one’s current needs and possible personal and other contingencies, and has the knowledge and experience in financial and business matters to evaluate the merits and risks of acquiring the Note.

Individual Investors

  1. Any natural person whose individual net worth or joint net worth with that person’s spouse or spousal equivalent for assets either held jointly or separately at the time of such investor’s purchase, exceeds $1,000,000 (excluding the value of your primary residence);
  2. Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;
  3. Any natural person who holds, in good standing, one of the following professional licenses: the General Securities Representative license (Series 7), the Private Securities Offerings Representative license (Series 82), or the Investment Adviser Representative license (Series 65) or such other qualifying professional certificate, designation or credential as set forth on SEC’s website from time to time;
  4. Any natural person who is a "knowledgeable employee " of the Borrower, as defined in Rule 3c-5(a)(4) under the Investment Company Act of 1940 (the “Investment Company Act”), as amended.
  5. Any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), corporation, Massachusetts or similar business trust, partnership, or limited liability company not formed for the specific purpose of acquiring the Note offered, with total assets in excess of $5,000,000;
  6. Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Note offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act;
  7. A revocable trust, which may be amended or revoked at any time by the grantors thereof, and all of the grantors are accredited investors;
  8. A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act (the “Advisers Act”), as amended;
  9. A family office, as defined in Rule 202(a)(11)(G)-1 under the Advisers Act, that (i) has assets under management in excess of $5,000,000; (ii) is not formed for the specific purpose of acquiring the Note and (iii) has a person directing the prospective investment who has such knowledge and experience in financial and business matters so that the family office is capable of evaluating the merits and risks of the prospective investment;
  10. A family client, as defined in Rule 202(a)(11)(G)-1 under the Advisers Act, of a family office meeting the requirements defined in Number 9 above and whose prospective investment in the Note is directed by that family office pursuant to Number 9(iii) above.
    1. For purposes of this section, “spousal equivalent” means a cohabitant occupying a relationship generally equivalent to that of a spouse.
    2. A “knowledgeable employee” includes any natural person who is, among others: (1) an “executive officer” or person serving in a similar capacity of the private fund or an “affiliated management person” of a private fund relying on Section 3(c)(1) or 3(c)(7) of the Investment Company Act; or (2) an employee of such a private fund or affiliated management person (individually a “Covered Entity”) who, in connection with his or her regular functions or duties, participates in the investment activities of a Covered Entity for at least 12 months. An “executive officer” is defined to include the president; any vice president in charge of a principal business unit, division or function; any other officer who performs a policy-making function; or any other person who performs similar policy-making functions for a Covered Entity.

Financial Institutions:

  1. Any bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended;
  2. Any insurance company as defined in Section 2(13) of the Securities Act; any investment company registered under the Investment Company Act or Business Development Company as defined in Section 2(a)(48) of that Act;
  3. An investment adviser registered pursuant to Section 203 of the Advisers Act or registered pursuant to the laws of a state;
  4. An investment adviser relying on the exemption from registering with the SEC under Section 203(l) or (m) of the Advisers Act;
  5. A Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act;
  6. Any Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958
  7. Any entity in which all of the equity owners are accredited investors;
  8. An entity of a type not listed in Number 1 through 17 above that is not formed for the specific purpose of acquiring the Note, which owns investments in excess of $5,000,000.
  9. Noteholder does not qualify as an accredited investor. 

Part II: BAD ACTOR:
You are considered a “Bad Actor” under Rule 506(d) of the U.S. Securities Act of 1933, if:

  1. You have been convicted, within ten years before the sale of the securities (or five years, in the case of issuers, their predecessors, and affiliated issuers), of any felony or misdemeanor:
    1. in connection with the purchase or sale of any security;
    2. involving the making of any false filing with the SEC; or
    3. arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment advisor, or paid solicitor of purchasers of securities.
  2. You are subject to any order, judgment, or decree of any court of competent jurisdiction, entered within five years before the sale of the securities, that, at the time of such sale, restrains or enjoins you from engaging or continuing to engage in any conduct or practice:
    1. in connection with the purchase or sale of any security;
    2. involving the making of any false filing with the SEC; or
    3. arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser, or paid solicitor of purchasers of securities.
  3. You are subject to a final order of a securities commission of one of the States of the United States of America (or an agency of officer of a state performing like functions); a state authority that supervises or examines banks, savings associations, or credit unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency; the United States Commodity Futures Trading Commission; or the United States National Credit Union Administration that:
    1. at the time of the sale of the securities, bars you from:
    2. association with an entity regulated by such commission, authority, agency, or officer; or
    3. engaging in the business of securities, insurance, or banking; or
    4. engaging in savings association or credit union activities; or
    5. constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct entered within ten years before the sale of the securities.
  4. You are subject to an order of the SEC entered pursuant to Section 15(b) or 15B(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or Section 203(e) or 203(f) of the Investment Advisers Act of 1940 (the “Advisers Act”) that, at the time of the sale of the securities:
    1. suspends or revokes your registration as a broker, dealer, municipal securities dealer, or investment adviser;
    2. places limitations on the activities, functions, or operations of, or imposes civil money penalties on, such person; or
    3. bars you from being associated with any entity or from participating in the offering of any penny stock.
  5. You are subject to any order of the SEC, entered within five years before the sale of the securities, that, at the time of such sale, orders you to cease and desist from committing or causing a future violation of:
    1. any scienter-based anti-fraud provision of the U.S. federal securities laws, including, but not limited to, Section 17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section 206(1) of the Advisers Act or any other rule or regulation thereunder; or
    2. Section 5 of the Securities Act.
  6. You have been suspended or expelled from membership in or suspended or barred from association with a member of a securities self-regulatory organization (e.g., a registered national securities exchange or a registered national or affiliated securities association) for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade.
  7. You have filed (as a registrant or issuer), or were you named as an underwriter in any registration statement or Regulation A offering statement filed with the SEC that, within five years before the sale of the securities, was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, at the time of the sale of the securities, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued.
  8. You are subject to a United States Postal Service false representation order entered within five years before the sale of the securities, or are you, at the time of the sale of the securities, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations.
  9. IN THE EVENT ONE OR MORE OF THE ABOVE STATEMENTS IS APPLICABLE TO YOU, CONTACT THE BORROWER IMMEDIATELY.
    The undersigned hereby represents that (please select applicable choice):

    1. The undersigned hereby further represents that: (i) it is NOT a “Bad Actor” under Rule 506(d) of the U.S. Securities Act of 1933, (ii) the information contained herein is complete and accurate and may be relied upon; and (iii) all representations contained herein are true and correct.
    2. A “final order” is a written directive or declaratory statement issued by a federal or state agency described in Rule 506(d)(1)(iii) under the Securities Act of 1933 under applicable statutory authority that provides for notice and an opportunity for a hearing, which constitutes a final disposition or action by that federal or state agency.

IN WITNESS WHEREOF, the undersigned has executed this Accredited Investor Qualifications and Bad Actor Representations Questionnaire on this day .

INDIVIDUALS or ENTITIES

Print Name of Investing:

Exhibit B
Noteholder Questionnaire (and Request for Supporting Documentation)

Name (Please Print or Type):

Social Security Number/Tax I.D. Number:

Principal Amount (U.S. $):

Date of Birth (for Individuals):

Incorporation Date (and State of Incorporation):

Country of Birth (for Individuals):

Country of Citizenship (for Individuals):

Client ID (Driver’s License #/Passport#):

Address:

Telephone Number:

Email:

Legal Formation Status—Please check one:

Supporting Identification Documents:

Banking Details and Source of Funds

Noteholder Banking Details:

Name of Bank:

ABA:

SWIFT:

Name on Account:

Account Number:

Further credit Instructions:

Restricted Accounts:
If you will be using a restricted account to invest, please update details below:
Funding of the Principal Amount will be administered from my:

Name of Institution:

Contact Details at Instutition (if available):

Wiring Instructions of Record: Please note that redemption payments, in accordance with both the current Anti-Money Laundering regulatory environment and industry best practice, will be paid only to the bank account used for the subscription payment which should be noted below and certified as the bank account of record for the Investor. The titling of the bank account must match the titling of this subscription. If not, the Registrar and Transfer Agent and the Manager must be notified now regarding the discrepancy and its reason. The Registrar and Transfer Agent and/or the Manager may reject any subscription at any time where payment is sourced from a different bank account than the bank account of record or a bank account with different titling than the subscription, regardless of whether such payment was received in advance or accordance with the payment deadline requirements.

For Anti-Money Laundering purposes, please describe specifically.
For Individual/Entity Investors

Beneficiary Details and Supporting Identification Documents

Beneficiary:

Beneficiary Details:

(1)Beneficiary Name:

Relationship with Beneficiary:

Beneficiary Percentage Share:

(2)Beneficiary Name:

Relationship with Beneficiary:

Beneficiary Percentage Share:

(3)Beneficiary Name:

Relationship with Beneficiary:

Beneficiary Percentage Share:

(4)Beneficiary Name:

Relationship with Beneficiary:

Beneficiary Percentage Share:

Required Supporting Identification Documents:


  1. Individual Investors are required to provide a photocopy of a valid US Driver’s License or State ID, or a copy a valid Passport.
  2. Partnerships are required to provide a copy of the state registration of the Partnership along with a copy of the signed Partnership agreement identifying the General Partner and/or the designate empowered to sign the Subscription Documents. We also request a list of individuals or entities who own over 25% of the Partnership with their names and country of citizenship.
  3. Trusts are required to provide a full copy of the trust agreement or relevant portions thereof including the grantor declarations page and signature pages, and any other portions showing appointment and authority of trustee(s). A photocopy of a valid US Driver’s License or State ID, or a copy of a valid Passport will also be required for the individual trustees. We also request a list of individuals or entities whose beneficial ownership is over 25% of the Trust with their names and country of citizenship.
  4. Corporations are required to provide a copy of the state registration of the corporation along with a copy of its articles of incorporation. Also, a list of officer signatures or signed, certified corporate resolutions identifying the corporate officer(s) empowered to sign the Subscription Documents will be required. We also request a list of individuals or entities who own over 25% of the Corporation with their names and country of citizenship.
  5. LLC Investors are required to provide a copy of the state registration of the LLC along with a copy of the signed operating agreement identifying the Managing Member(s) empowered to sign the Subscription Documents. We also request a list of individuals or entities who own over 25% of the LLC with their names and country of citizenship.
  6. Custodial accounts (such as IRAs) are required to provide the identification documentation for the custodian such as copy of the state registration of the corporation along with a copy of its articles of incorporation, along with the identification documentation for the beneficiary, for example, a photocopy of a valid US Driver’s License or State ID, or a copy a valid Passport. In lieu of the identification documentation for the beneficiary, the custodian can provide an AML Letter.

Remittance Details
All investors must submit payment in the amount of their Principal Amount to the Borrower (the “Principal Amount”) via Wire Transfer or ACH.

Wiring Instructions
Banking Institution Name: Wells Fargo Bank, N.A.
Beneficiary Name: iPG Fixed Income Fund, LP
Beneficiary Account Number: 8528062220
Beneficiary Routing Number: 063107513 (Direct Deposits And Ach)
Beneficiary Routing Number: 121000248 (Wire Transfers)
International Wires:
Swift: WFBIUS65

You must wire or send via ACH the payment from an account in your name. If you are not wiring your payment from a bank located in a FATF Country, you must contact the Borrower for further instructions prior to wiring your payment, which may result in a delay in your subscription.

  1. Payment must be sent 5 business days before the 1st of the Month in which the payment is due. Example: Payment is due on Nov. 1; please send the wire transfer or ACH on Oct. 25.
  2. Please have your bank identify your name on the wire transfer.
  3. The Borrower recommends that your bank charge its wiring fee separately.

Exhibit C
Risk Factors

THE RISK FACTORS SET FORTH IN THIS EXHIBIT C ARE THOSE THAT, AT THE DATE HEREOF, THE BORROWER DEEMS TO BE THE MOST SIGNIFICANT; HOWEVER, IT IS NOT INTENDED TO BE A COMPLETE DESCRIPTION OR AN EXHAUSTIVE LIST OF RISKS. OTHER FACTORS ULTIMATELY MAY AFFECT THE NOTE IN A MANNER AND TO A DEGREE NOT NOW FORESEEN. NOTEHOLDER MUST CAREFULLY CONSIDER, IN ADDITION TO THE MATTERS SET FORTH ELSEWHERE IN THIS NOTE, THE FACTORS DISCUSSED IN THIS EXHIBIT C, AND IS ADVISED TO DO SO IN CONSULTATION WITH COMPETENT TAX, LEGAL AND FINANCIAL ADVISORS. THE NOTE SHOULD FORM ONLY A PART OF A COMPLETE INVESTMENT PROGRAM, AND NOTEHOLDER MUST BE ABLE TO BEAR THE LOSS OF ITS ENTIRE INVESTMENT.
REFERENCES HEREIN TO THE INVESTMENT OPERATIONS OF THE BORROWER MAY REFER TO SUCH ACTIVITIES AS CONDUCTED INDIRECTLY VIA THE BORROWER’S INVESTMENT IN OR LOAN TO AN AFFILIATED VEHICLE.

Risks Related to the Notes

Notes are not Liquid. An investment in the Notes is intended as an illiquid investment. There is no guarantee that the Borrower will be able to repay the Note, nor be to recoup any losses.

The Notes are risky and speculative investments for suitable Noteholders only. Noteholders should be aware that the Notes are risky and speculative investments. Notes are suitable only for Noteholders of adequate financial means. If a Noteholder cannot afford to lose the entire amount of such Noteholder’s investment in the Notes, the Noteholder should not invest in the Notes.

The Notes are Restricted Securities and are subject to transfer restrictions. The offering of the Notes has not been registered under the Securities Act or with any State securities regulator or authority, nor is registration contemplated. Rather the Notes are being offered in reliance upon the exemption from such registration requirements set forth in the Securities Act and Rule 506(b) of Regulation D thereunder. The Notes will not be listed on any securities exchange or interdealer quotation system. There is no trading market for the Notes, and the Borrower does not expect that such a trading market will develop in the foreseeable future, nor does the Borrower intend in the near future to offer any features on a platform to facilitate or accommodate such trading. Even if a potential buyer could be found, the transferability of these Notes is also restricted by the provisions of the Securities Act and Rule 144 promulgated thereunder. Unless an exemption is available, these Notes may not be sold or transferred without registration under the Securities Act and the prior written consent of applicable State securities regulator(s). Any sale or transfer of these Notes also requires the prior written consent of the Borrower. Noteholders must be capable of bearing the economic risks of this investment with the understanding that these Notes may not be liquidated by resale or redemption and should be able to hold their Notes for an indefinite period of time.

Noteholders Have No Right to Vote or to be Involved in Management of Borrower. Noteholders cannot exercise any control over the Borrower’s affairs and will not have any vote or influence over the Borrower, its investment policies, the Investment Strategy, or any of the Borrower’s operations. The Borrower and its officers will exercise complete control over its operations. The Borrower has broad operational authority and may change its policies in its sole discretion. The Borrower owes no fiduciary duties to the Noteholders. Because the Noteholders will have no rights with respect to the Borrower’s management and affairs, Noteholders must rely entirely on the Borrower to be profitable enough to be able to pay off amounts due under the Notes.

Federal Income Tax Risks. As with any investment that generates income and/or loss and distributes cash, an investment in Notes has federal income tax risks. All Noteholders are encouraged to consult with competent tax counsel and tax advisors prior to acquiring the Notes.

Noteholders will have to pay the taxes on any interest accrued on the Notes regardless if paid. The Internal Revenue Service requires interest due on the Notes to be accrued as of the end of the Noteholder’s taxable year and included as income in the Noteholder’s annual tax return, irrespective as to whether the Noteholder has actually received any interest payments on the Notes. Noteholders will be required to pay any annual taxes on any accrued interest income, regardless of whether the Noteholder has received any actual interest payments.

Risk of Default on Notes. The Borrower’s operations involve obtaining Notes from Noteholders for subsequent investment operations, which are subject to the risk of default. At the time of their origination, or thereafter, Notes may be nonperforming for a wide variety of reasons. Such nonperforming Notes may require a substantial amount of workout negotiations and/or restructuring, which may entail, among other things, a substantial reduction in the interest rate, or a substantial write-down of the Principal Amount of such Note.

The Notes may become uncollectible or subject to a reduced return due to any voluntary or involuntary bankruptcy, insolvency, or similar proceeding affecting any of the Noteholders. It is possible that the Noteholders may find it necessary or desirable to foreclose on the collateral securing one or more Notes to the Borrower. The foreclosure process will vary from jurisdiction to jurisdiction and can be lengthy and expensive. Borrowers often resist foreclosure actions by asserting numerous claims, counterclaims, and defenses against the Noteholder of a Note, including, without limitation, lender liability claims and defenses, even when such assertions may have no basis in fact, in an effort to prolong the foreclosure action. During the foreclosure proceedings, the Borrower may have the ability to file for bankruptcy or its equivalent, potentially staying the foreclosure action and further delaying the foreclosure process.
Furthermore, a variety of factors beyond the Borrower’s control could negatively impact the value of collateral in which the Noteholders have an interest and therefore negatively impact the Noteholder’s ability to fully collect on the Note it has made.

Failure to Service Debt. The Borrower may be unable to meet its obligations or debt covenants to Noteholders, whether as the result of poorer than expected asset performance or other reasons including that expenses of the Borrower such as fund administration, legal and audit expenses exceed the debt service obligations. In some cases, the Borrower may have no control over the circumstances giving rise to a default. If a default occurs, the Borrower may be liable for increased payments and penalties to the Noteholders. As such, the Borrower’s inability to perform under the Notes could have significant negative effects on Borrower, Noteholders and Borrower assets

The Borrower could be in a position where it must borrow funds in order to cover its operating expenses, overhead, or committed investments. In any of these events, it is uncertain whether debt financing will be available to the Borrower on desirable terms, or at all. If the Borrower is unable to secure debt financing in these circumstances, the Borrower could end up in default of its obligations to third parties and incur significant penalties and other negative consequences.

Transactions with an Affiliated Vehicle. The Borrower may lend or invest the Aggregate Capital to an Affiliated Vehicle, which would subsequently pursue investment operations in furtherance of the Investment Strategy. Although the Borrower believes that such arrangement and its affiliation with an Affiliated Vehicle will be in the best interests of the Noteholders, the interests of the Principal in an Affiliated Vehicle might influence the Borrower to take actions, or forebear taking actions, which it might not otherwise take or forebear from taking in the absence of this relationship. Such arrangement between an Affiliated Vehicle and Borrower may create a material conflict of interest. All Noteholders are advised to consult with their advisors prior to acquiring the Notes.

Noteholders are Responsible for Perfecting Security Interest. Noteholders are solely responsible for filing or recording any document necessary to perfect its security interest.

Interest Rate Risks. The market values of the Borrower’s assets may generally fluctuate inversely with changes in prevailing interest rates. Interest rates are highly sensitive to many factors, including governmental monetary, fiscal policies, economic and political considerations, and other factors beyond the control or anticipation of the Borrower. Interest rate fluctuations can adversely affect the Borrower’s income and assets in many ways and present a variety of risks, including the risk of increased prepayments.

Increased Operating Costs. The investments are subject to risks common to operating real estate, any and all of which could adversely affect sale, occupancy, or rental rates. The investments are subject to increases in operating expenses, such as cost of labor/vendors, that may or may not be included in the Borrower’s budget.

Uninsured Loss. The Borrower will use its best efforts to maintain comprehensive insurance as is standard in the industry and any other insurance as reasonable and necessary for the investments. However, there are certain types of losses (generally of a catastrophic nature) that are either uninsurable or not economically insurable or of such minimum risk as to not reasonably require insurance. Such risks include, but may not be limited to, earthquakes, war, floods, pollution, and carbon monoxide poisoning. If an uninsured loss or a loss in excess of the insured limits should occur as to the investments, the Borrower could lose its capital invested in such investments, as well as any future revenue from such investments.

Additional Risks

COVID-19 Pandemic May Have an Adverse Impact on the Performance of the Borrower. A respiratory illness caused by a novel strain of coronavirus (COVID-19) was identified in Wuhan, Hubei Province, China, in December 2019 and has since spread globally, including to every state in the United States. The outbreak of COVID-19 has severely impacted global economic activity and caused significant volatility and negative pressure in financial markets. The global impact of the outbreak has been rapidly evolving, and many countries, including the United States, have reacted by instituting mandatory or voluntary quarantines, as well as the closure of schools and businesses and restrictions on travel. As a result, the COVID-19 pandemic is negatively impacting almost every industry directly or indirectly.
COVID-19 (including variants thereof or a future pandemic or epidemic) could have material and adverse effects on the Borrower’s operations, performance, financial condition, results of operations, and cash flows. The extent to which COVID-19 impacts the Borrower’s operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity, and duration of the outbreak, the actions taken to contain the outbreak or mitigate its impact, and the direct and indirect economic effects of the outbreak and containment measures, among others.
The COVID-19 pandemic and the measures taken to limit its spread are negatively impacting the global, national, and regional economies generally and many industries, directly or indirectly, and those impacts are likely to continue and may increase in severity, including potentially triggering a national or global recession or a prolonged period of negative or limited economic growth. Any such recession or period of negative or limited economic growth may have an adverse impact on the business, results of operations, financial condition, and liquidity of the Borrower.

Force Majeure. The Borrower’s investments may be affected by force majeure events (i.e., events beyond the control of the party claiming that the event has occurred, including, without limitation, acts of God, fire, flood, earthquakes, outbreaks of an infectious disease, pandemic or any other serious public health concern, war, terrorism, labor strikes, major plant breakdowns, pipeline or electricity line ruptures, failure of technology, defective design and construction, accidents, demographic changes, government macroeconomic policies, social instability, etc.). Some force majeure events may adversely affect the ability of a party (including the Borrower or a counterparty to the Borrower) to perform its obligations until it is able to remedy the force majeure event and/or prompt precautionary government-imposed closures of certain travel and business. In addition, forced events, such as the cessation of the operation of machinery for repair or upgrade, could similarly lead to the unavailability of essential machinery and technologies. These risks could, among other effects, adversely impact the Borrower’s returns, cause personal injury or loss of life, disrupt global markets, damage property, or instigate disruptions of service. In addition, the cost to the Borrower of repairing or replacing damaged assets resulting from such force majeure event could be considerable. Force majeure events that are incapable of or are too costly to cure may have a permanent adverse effect on the Borrower’s expected returns. Certain force majeure events (such as war or an outbreak of an infectious disease) could have a broader negative impact on the world economy and international business activity generally or in any of the countries in which the Borrower may invest and the markets the Borrower may trade specifically. Additionally, a major governmental intervention into industry, including the nationalization of an industry or the assertion of control over industry assets, could result in losses to the Borrower, including if its investments are canceled, unwound, or acquired (which could be without adequate compensation). Any of the foregoing may, therefore, adversely affect the performance of the Borrower and its investments.

THE FOREGOING LIST OF RISK FACTORS DOES NOT PURPORT TO BE A COMPLETE ENUMERATION OR EXPLANATION OF THE RISKS INVOLVED IN AN INVESTMENT IN THE NOTES. PROSPECTIVE NOTEHOLDERS SHOULD CONSULT WITH THEIR OWN ADVISERS BEFORE DECIDING WHETHER TO INVEST IN THE NOTES. IN ADDITION, AS THE BORROWER’S INVESTMENT PROGRAM DEVELOPS AND CHANGES OVER TIME, AN INVESTMENT IN THE NOTES MAY BE SUBJECT TO ADDITIONAL AND DIFFERENT RISK FACTORS.

Exhibit E
Service Providers

Auditor
Richey May & Co.
9780 s Meridan Blvd., Suite 500
Englewood, CO 80112
P: 1.303.967.0696
Daniel O’Connor
danny@richeymay.com

Legal Counsel
Riveles Law Group/The Fund Practice of Riveles Wahab, LLP
Simon Riveles – Principal
60 Broad Street
Suite 2510-B
New York, NY 10004
P: 1.212.785.0096
Contact@riveleslawgroup.com

Fund Administrator
NAV Fund Administration Group
NAV Consulting | NAV Cayman | NAV Backoffice
1 Trans Am Plaza Drive, Suite 400
Oakbrook Terrace, IL 60181
P: 1.630.954.1919, P: 1.345.946.5006
F: 1.630.596.8555 F: 1.345.946.5007 F: 1.630.954.2881
Transfer.agency@navconsulting.net

NAV Fund Administrator Clause
NAV Consulting, Inc. (the “Administrator” or “NAV”) has been engaged as the administrator of the Fund pursuant to a Service Agreement entered into with the Fund (the “NAV Agreement”). The Administrator is responsible for, among other things, calculating the Fund’s net asset value, performing certain other accounting, back-office, data processing, processing subscriptions, redemptions and transfer activities of Investors in the Fund, certain anti-money laundering functions and related administrative services.

The NAV Agreement provides that the Administrator shall not be liable to the Fund, any Investor or any other person in absence of finding of willful misconduct, gross negligence, or fraud on the part of NAV. Furthermore, Fund shall indemnify and hold harmless the Administrator, its affiliates, and their respective officers, directors, shareholders, employees, agents and representatives (collectively, the “NAV Parties”) from and against any liability, damages, claims, loss, cost or expense, including, without limitation, reasonable legal fees and expenses (individually, “Loss” and collectively, “Losses”) arising from, related to, or in connection with the services provided to the Fund pursuant to the NAV Agreement, unless any such Losses are the direct result of the willful misconduct, gross negligence or fraud of NAV. In no event shall NAV have any liability to the Fund, any Investor or any other person or entity which seeks to recover alleged damages or losses in excess of the fees paid to NAV by the Fund in the one year preceding the occurrence of any loss, nor shall NAV be liable for any indirect, incidental, consequential, collateral, exemplary or punitive damages, including lost profits, revenue or data, regardless of the form of the action or the theory of recovery, even if NAV has been advised of the possibility of such damages or such damages were foreseeable. Any claim brought against NAV in connection with the NAV Agreement will be barred unless it is initiated within one year of the earlier of the disclosure of the event which is the subject of such claim or the date that the party advancing such claim knew or could with due inquiry have known of such event.

NAV shall not be liable to the Fund, any Investor or any other person for the actions or omissions of any agent, contractor, consultant or other third party performing any portion of the services under the NAV Agreement absent a finding of gross negligence or fraud on the part of NAV in appointing such agent, contractor, consultant or other third party.

NAV shall not be liable to the Fund, any Investor or any other person for actions or omissions made in reliance on instructions from the Fund or advice of legal counsel.

The services provided by NAV are purely administrative in nature. NAV has no responsibilities or obligations other than the services specifically listed in the NAV Agreement. No assumed or implied legal or fiduciary duties or services are accepted by or shall be asserted against NAV. NAV does not provide tax, legal or investment advice. NAV has no duty to communicate with Investors other than as set forth in Exhibit A of the NAV Agreement. NAV does not have custody of Fund’s assets, it does not verify the existence of, nor does it perform any due diligence on the Fund’s underlying investments, including, investments in or via related or affiliated entities. In connection with the payment processing functions, NAV shall not be responsible for performance of the due diligence on payment recipients other than in connection with payments for Investors’ withdrawals from the Fund, which are subject to anti-money laundering review functions of the services.

The NAV Agreement also provides that it is the obligation of the Fund’s management, and not of NAV, to review, monitor or otherwise ensure compliance by the Fund with the investment policies, restrictions or guidelines applicable to it or any other term or condition of the Fund’s offering documents, including, without limitation, with its valuation policy or the Fund’s stated investment strategy, and with laws and regulations applicable to its activities. The Fund’s management’s responsibility for the management of the Fund, including without limitation, the valuation of the Fund’s assets and liabilities, including, defining and maintaining the valuation policy and for fair valuing the Fund’s assets, the oversight of the services provided by NAV and the review of work product delivered by NAV shall not be affected by or limited by any of the services provided by NAV.

The NAV Agreement provides that NAV is entitled to rely on any information, including valuation information, received by NAV from the Fund, the Fund’s management or other parties, including without limitation, broker-dealers and data vendors, without independent verification, audit, review, inquiry, or performing other due diligence and NAV shall not be liable to the Fund, any Investor or any other persons for losses suffered as a result of NAV relying on incorrect information. NAV has no responsibility to review, independently value, verify, compare to other pricing sources or otherwise perform due diligence on the valuation information. NAV may accept such information as accurate and complete without independent verification. Furthermore, NAV shall not be liable to the Fund, any Investor or any other person for any loss incurred as a result of an error or inaccuracy of any valuation information received from the Fund or from any pricing or valuation service or data service provider or delay, interruption in service or failure to perform of any pricing or valuation service or data service provider used by NAV.

Where the Fund makes investments via related entities, to produce net asset value calculation, NAV will use the valuation information of such intermediate, related entities. The valuation information of the intermediate, related entities may be provided by the Fund’s manager or the manager of the intermediate, related entities. NAV is not responsible for performing any due diligence on any of the Fund’s investments, including, the intermediate, related entities and for verifying the existence of the end investments. The Fund is responsible for the completeness of records, documents and information provided to NAV to perform the Services.

The Fund acknowledges the challenges in performing Services for investments in cryptocurrency due to the nature of this asset class, including its anonymity and opaqueness among other factors. Due to these factors and the fact that cryptocurrency is in the early stages in its life, NAV may not have independent access to information in the same manner as it does for traditional assets and has to rely on the information provided by the management of the Fund.

The Fund agrees that NAV has no responsibility to verify, confirm or validate the existence, ownership or control of any cryptocurrency asset held by the Fund. To determine Fund’s positions in cryptocurrency in connection with the Services, NAV will rely on the Fund’s management representations about said positions. The representation by the Fund’s management NAV is entitled to rely on, includes, without limitation, the position information of: 1. cryptocurrency held in cold wallet, in the Fund’s exchange account, or in the Fund’s account with cryptocurrency custodian, 2. the initial coin offerings (“ICOs”), 3. cryptocurrency traded over-the-counter, 4. cryptocurrency received due to forks, airdrops or similar transactions, and 5. cryptocurrency acquired from Fund’s mining. If the Fund holds the cryptocurrency in cold wallet, NAV may confirm the amount of cryptocurrency reported on the respective blockchain for the public key of the Fund, provided that given cryptocurrency has a public blockchain and a public key to such blockchain was given by the Fund or its Fund’s management to NAV. Having said that, the Fund acknowledges that it is not possible for NAV to determine whether a public key belongs to the Fund. Provided that NAV receives read only access or read only API access, NAV may also confirm Fund’s holdings based on the information apparent via such read only access or read only API access to the Fund’s exchange accounts or Fund’s accounts hosted by cryptocurrency custodians. Having said that, the Fund acknowledges that it is not possible for NAV to determine whether the API key belongs to the Fund. Shall the Fund engage in investing in the ICOs, the holdings in the ICOs and pre-sales may not be visible to NAV between the time of funding and the closing of the ICO. Accordingly, to perform the Services, for the holdings in the ICOs and pre-sales, NAV will rely solely on the Fund’s management representations regarding said positions. NAV may rely on the trade confirmations received from the Fund’s management’s and other counterparties for the OTC transactions. Shall the Fund engage in mining of cryptocurrency, NAV will not independently verify or otherwise perform any due diligence to determine that the cryptocurrencies acquired from mining were actually obtained as a result of Fund’s mining activity and not from any other source. The Fund may receive assets due to forks, airdrop or similar transactions. NAV will not verify these transactions independently, but will rely solely on the information provided by the Management for these transactions. NAV may include in the Fund’s net asset value assets due to forks, airdrops and similar transactions based on the Fund’s management representations, even though, these assets may not be reported by the exchanges in the Fund’s exchange accounts or wallets. The assets due to forks, airdrops and similar transactions may be allocated to the Fund’s exchange or wallet accounts with delays, however, there is a possibility that the Fund may not receive these assets during the Fund’s lifetime. The Fund acknowledges and agrees that NAV will not be required to independently ascertain, confirm nor verify the accuracy of the representations, confirmations and other information relied on by NAV discussed in this paragraph in performing the Services. NAV shall not be liable to the Fund, Investors or any other persons for losses suffered as a result of NAV’s reliance on the aforementioned representations and other information relied.

The Fund acknowledges challenges in obtaining valuation information for digital assets. To provide the Services, NAV will rely on prices published by the cryptocurrency exchanges. Each cryptocurrency may be traded on various cryptocurrency exchanges and there may be significant variations between the prices of the same cryptocurrency traded on different cryptocurrency exchanges. NAV will rely on the Fund’s management to select the exchange to be used as a source for valuation of each cryptocurrency and to decide what valuation point to use. Before being listed on an exchange, any ICOs and cryptocurrency acquired from Fund’s mining activities will be priced at cost or fair value as determined by the Fund’s management. The cost of mining shall be determined by the Fund’s management. The Fund acknowledges and agrees that NAV has no responsibility to independently verify or otherwise perform any due diligence on the cost of mining valuations. Once an ICO is listed on an exchange, NAV will rely on the Fund’s management to select the source exchange and will use the prices published on that exchange. The Fund acknowledges and agrees that NAV has no responsibility to review, independently value, verify, compare to other pricing sources or otherwise perform due diligence on the cryptocurrency valuation information and makes no representations or warranties with respect to its accuracy. The Fund agrees that it is the responsibility of the management of the Fund, and not NAV, to verify whether the exchanges selected by the Fund’s management as a valuation source or used for trading are operating lawfully, including, whether they are required to be register with a regulator or whether they are registered.

The Service Agreement provides that the Services, including the anti-money laundering services provided by NAV, do not encompass monitoring of Fund’s trading activity for the purposes of detecting or preventing money laundering. NAV Consulting, Inc. is not responsible for monitoring transactions effected by the Fund’s management to ensure compliance with the applicable AML laws and regulations. NAV Consulting, Inc. does not monitor Fund’s trading activities for the purposes of assuring compliance with OFAC Sanctions programs. For avoidance of doubt, for the purposes of this paragraph, trading shall include acquisition of cryptocurrency from mining, forks, airdrop and similar transactions or participating in an ICO. In addition, shall the Fund accept the payments for subscriptions or redemptions in-kind in cryptocurrency, the Fund acknowledges that NAV is not able to confirm, verify, or ascertain the source of in-kind payments in cryptocurrency due to the anonymity of cryptocurrency and the Fund agrees that NAV shall not be responsible for monitoring such transactions for the purposes of detecting or preventing money laundering.

The information on investor statements and other reports produced by NAV shall not be considered an offer to sell or a solicitation of an offer to purchase any interest in the Fund, nor may it be used to induce or recommend the purchase or holding of any interest in the Fund.

The NAV Agreement bars non-parties from asserting third party beneficiary claims against NAV.

The Fund pays NAV fees out of the Fund’s assets, generally based upon the size of the Fund, in accordance with NAV’s standard schedule for providing similar services, subject to a monthly minimum.

Either party may terminate the NAV Agreement on 180 days’ prior written notice as well as on the occurrence of certain events.

Investors may review the NAV Agreements by contacting the Fund; provided, that NAV reserves the right not to disclose the fees payable thereunder.

NAV is not responsible for the preparation of this Confidential Memorandum or the activities of the Fund and therefore accepts no responsibility for any information contained in any other section of this Confidential Memorandum.

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Signature Certificate
Document name: IPG PROMISSORY NOTE Original- REI 24
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January 25, 2024 2:47 pm EDTIPG PROMISSORY NOTE Original- REI 24 Uploaded by Eishnel Henry - ehenry@ipgfunds.com IP 49.146.252.98
January 25, 2024 2:48 pm EDT Document owner robert.gartside831@gmail.com has handed over this document to ehenry@ipgfifund.com 2024-01-25 14:48:07 - 49.145.103.102
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