Conflicts may arise from actions undertaken by the General Partner or its affiliates for their own account. In investing for other WhiteSwanResearch members (in the same portfolio company or in other portfolio companies) and also when acting on a proprietary basis, the General Partner and its affiliates may take commercial steps which may have an adverse effect on a specific SPV or on a specific class of investment with such SPV (as used in this schedule “SPV” means a partnership investing in one or more portfolio companies and in which WhiteSwanResearch General Partner, L.P. or an Affiliate thereof serves as the General Partner). These are considerations of which investors through WhiteSwanResearch should be aware, and which may cause conflicts that could disadvantage the SPVs. There can be no assurance that the General Partner or its affiliates will be able to resolve all conflicts in a manner that is favorable to the all Limited Partners. By acquiring an Interest, a Limited Partner acknowledges and represents that it has carefully reviewed this Schedule and understands and consents to the existence of potential conflicts of interest relating to WhiteSwanResearch including, without limitation, those described in this section, and to the operation of WhiteSwanResearch despite these conflicts. Prospective investors should consider the potential divergences of interest discussed below.
*Conflicts Related to Time and Attention.*Affiliates of the General Partner will spend a significant portion of their time on matters other than or only tangentially related to WhiteSwanResearch and may be incentivized to do so. In addition, within WhiteSwanResearch, the affiliates of the General Partner will spend their time on various SPVs and portfolio companies not in all of which all WhiteSwanResearch members may be invested. Conflicts of interest may arise in allocating management time, services or functions among WhiteSwanResearch and other business activities and entities for which the affiliates of the General Partner provide services and among the SPVs and their underlying Portfolio Companies. As a result, the other obligations of the affiliates of the General Partners could conflict with their responsibilities to WhiteSwanResearch and the responsibilities of the affiliates of the General Partner to each SPV and its underlying portfolio company could conflict as well.
*Limited Partner Due Diligence Information.*The General Partner will make reasonable best efforts to make available, prior to the closing of each investment in an SPV, to each prospective investor the opportunity to ask questions of, and receive responses from, a representative of the General Partner concerning the terms and conditions of such offering and to obtain any additional information, if the General Partner possess such information or can acquire it without unreasonable effort or expense and is not contractually prohibited from sharing such information, necessary to verify the accuracy of the information set forth herein. Due to the fact that different potential investors may ask different questions and request different information, the General Partner may provide certain information to one or more prospective investors that they do not provide to all of the prospective investors, and potential Limited Partners may not rely on such information unless specifically provided by the General Partner. The General Partner will also try to arrange for investors to ask questions of representatives of portfolio companies.
*Diverse Limited Partner Group.* Potential investors may have conflicting investment, tax and other interests with respect to their investments. The conflicting interests of individual investors may relate or arise from, among other things, the timing of disposition of the investments. As a consequence, conflicts of interest may arise in connection with the decisions made by the General Partner, including with respect to the disposition of investments that may be more beneficial for one Limited Partner than for another Limited Partner, especially with respect to Limited Partners’ individual tax situations. When deciding whether to dispose of a specific Investment, the General Partner will not consider the investment, tax or other objectives of any Limited Partner individually.
*Conflicts Related to Additional Opportunities to Invest in the Portfolio Company.* In the event a portfolio company in which a specific SPV is invested requires additional financing, WhiteSwanResearch intends, at its discretion, to form a new SPV through which potential investors may make additional investment in such Portfolio Company or create a separate class of limited partner interest within an existing SPV invested in such portfolio company. WhiteSwanResearch may, but is not required to, offer the ‘existing Limited Partners’ of such SPV, together with other investors, the right to participate in such round of financing by subscribing as ‘new Limited Partners’ to such newly formed SPV. To the extent such newly formed SPV (or the newly created class of limited partner interest within an existing SPV) invests in such portfolio company on different terms than the terms of any preceding financing rounds, conflicts of interest may rise between the rights of such Limited Partners in their capacity as ‘existing Limited Partners’ in the existing SPV and their rights in their capacity as ‘new Limited Partners’ in the newly formed SPV (or the newly created class of limited partner interest within an existing SPV) with respect to their indirect investments in such portfolio company.
WhiteSwanResearch intends to secure, if possible, preemptive rights, rights of first offer or other rights for the SPVs investing in portfolio companies. In addition, an SPV may be required to make one or more additional investments in a portfolio company in order to exercise such SPV’s preemptive rights, rights of first offer etc., at times in order to protect its rights (‘a pay to play’) or simply to prevent undue dilution (such additional investment, an “Additional Investment”). There is no guarantee that the Limited Partners of such SPV would participate in such Additional Investment (e.g., due to a lack of available capital). Thus, to the extent any Limited Partner decides not to participate in an Additional Investment opportunity, or elects to participate in an amount that is less than its full allocable share, such Limited Partner’s indirect interest in the Portfolio Company will be diluted and the excess Additional Investment may be offered to other Limited Partners, the General Partner or affiliates thereof. If, in the aggregate, the Limited Partners do not elect to acquire the entire Additional Investment available to the SPV, WhiteSwanResearch may offer such excess Additional Investments to any other investors selected by the General Partner and/or may transfer the SPV’s right to participate in such Additional Investments to limited partners invested in other SPVs, to the General Partner or to any other entity affiliated thereof, for no consideration.
In addition to the potential risks of dilution of such Limited Partners’ indirect interest in the portfolio companies as described above, the offering of opportunities to make Additional Investments to Limited Partners other than ‘existing Limited Partners’ may cause conflicts of interest between such ‘existing Limited Partners’ of the SPV and the other Limited Partners which will join as Limited Partners to such SPV in connection with the Additional Investments. For example, conflicts may arise in the event such Additional Investments occur at portfolio company valuations which are lower than the valuations implicit in preceding rounds of financing of such portfolio company.
*Conflicts Related to the Allocation of Investments.* Conflicts of interest may arise in connection with the allocation by the General Partner of investments among those potential investors that have indicated their interest in making an investment through WhiteSwanResearch’s website. There is no guarantee that the General Partner will actually allocate investments to such potential investors, or if an investment is allocated that the entire investment amount indicated by such potential investors will be actually allocated to them as requested. The potential investors will be informed of actual investment allocation per deal, documentation requirements and transfer instructions via separate communication from WhiteSwanResearch. WhiteSwanResearch reserves the right, in its sole discretion, to reject or reduce indications of interest.
*Conflicts Related to Portfolio Companies’ Board Members.*WhiteSwanResearch generally seeks to secure representation on the board of directors of certain portfolio companies. Such representatives may receive compensation for their services and may be encouraged to do so, directly from such portfolio company, including in the form of equity holdings in such Portfolio Companies. Such compensation may create conflicts of interest between such representatives and the SPVs.