ultraEX.io（下简称“ultraEX.io”）是由ultraBit Global Technology Limited运营的数字货币交易平台, 本公司是根据伯利兹国际商业公司法2000年修订版第270章成立的, 公司注册在伯利兹市, 公司编号为169,923，ultraEX.io与用户共同确认：
1 用户点击ultraEX.io注册页面的同意注册按钮并完成注册程序、获得ultraEX.io账号和密码时，视为用户与ultraEX.io已达成《ultraEX.io用户协议》 ( 下称 " 本协议 " ），就用户进入ultraEX.io使用ultraEX.io相应的交易服务达成本协议的全部约定。
1.1 本协议所称 “ 数字资产 ” ：不仅包括国际上目前通行的数字资产，如比特币（ BTC ）、 莱特 币（ LTC ）、以太坊（ ETH ）、以太经典（ ETC ）等数字资产，还包括 ultraEX.io全部交易区目前和未来上线的全部数字资产。
1.2 “ ultraEX.io ”是由ultraBit global technology limited（以下简称UGT）运营和管理的数字资产交易平台，域名为 www.ultraex.io, UGT通过该网络交易平台为数字资产玩家提供进行数字资产的网络交易平台服务。本协议下文中， “ ultraEX.io ” 既指网络交易平台（ www.ultraEX.io ）。
1.3 “ 用户 ” ：接受并同意本协议全部条款及ultraEX.io不时发布和更新的法律条款和操作规则、通过ultraEX.io进行数字资产交易的ultraEX.io注册会员。
1.4 “ 用户注册 ” ：用户注册是指用户登录ultraEX.io，并按要求填写相关信息并确认同意履行相关用户协议的过程。
1.5 “ 数字资产交易 ” ：用户通过ultraEX.io进行的数字资产交易活动。
1.6 “ 充值款 ” ：用户为购买数字资产 / 出售数字资产而向ultraEX.io平台预充入的法币 / 数字资产的款项。
1.7 “ 手续费 ” ：用户在ultraEX.io达成数字资产交易而向ultraEX.io支付的交易服务费用。
用户承诺：用户具有完全民事权利能力和行为能力，或虽不具有完全民事权利能力和行为能力 , 但点击同意注册按钮， 本网即 视为经其法定代理人同意并由其
SUMMARY OF PRINCIPAL TERMS
Set forth below is a summary of certain significant provisions of the Limited Partnership Agreement and other related agreements governing the Partnership. The following summary does not purport to be complete and is subject to the detailed provisions of the Limited Partnership Agreement, the Subscription Agreement and the Management Agreement. These documents should be read in their entirety by investors and are available upon request from the General Partner, who is also available to respond to investors' inquiries and requests for further information concerning the Partnership. Purchasers of Interests are referred to collectively herein as the "Limited Partners," and together with the General Partner as the "Partners." The Partnership: UltraFund Capital, LP (the "Partnership") is a limited partnership organized under the laws of Delaware for the purpose of making investments in tokens and crypto currency ("Portfolio Investments"). Size of the Offering: The Partnership is offering up to $5 million of limited partnership interests (the "Interests"). However, the General Partner may increase or decrease the size of the offering.
General Partner: The General Partner (the "General Partner") is UltraFund Capital Management, LLC, a Delaware limited liability company. Term:
The Partnership's term will continue until the tenth anniversary of the Final Closing, unless terminated sooner upon the happening of certain events as set forth in the Partnership Agreement, subject to extension of up to two additional one-year periods by the General Partner in the discretion of the General Partner. Closings: An initial closing (the "Initial Closing") will be held as soon as practicable. The General Partner is entitled, at its sole discretion, to continue to accept subscriptions and to hold one or more subsequent closings (the last one of which is referred to as the "Final Closing") until 3 years after the Initial Closing. Effect of Subsequent Closings: Upon a closing subsequent to the Initial Closing, the Partnership will “book up” its investments such that new Partners will only share in gains, unrealized appreciation and profit earned after they are admitted as a Partner. Investment Period: The investment period (the "Investment Period") of the Partnership will extend from the Initial Closing to the earlier of (i) the date on which the total committed capital of the Partnership has been invested or used to pay expenses and liabilities of the Partnership, or formally reserved for such purposes or (ii) the tenth anniversary of the Final Closing. Reinvestment of Capital: Proceeds from the sale or other disposition of investments other than profit and gains will be subject to reinvestment. For 3 years from the date of admission, proceeds constituting a return of capital from the sale or other disposition of a portfolio investment may be reinvested by the General Partner in Portfolio Investments (including follow-on investments). After such three year period, such proceeds will be distributed to the Partners as a return of capital. Management Fee: The General Partner will receive no management fee (the "Management Fee"), other than as may be separately negotiated pursuant to side letters.
Each Limited Partner will be solely responsible for its own legal and tax counsel expenses and any out-of-pocket expenses incurred in connection with the organization of, its admission to, or the maintenance of its Interest in, the Partnership. The General Partner will be responsible for all of its own normal day-to-day operating expenses, such as compensation of its professional staff and the cost of office space, office equipment, communications, utilities and other such normal overhead expenses. The Partnership will be responsible for all other expenses of the Partnership. including, but not limited to, the broker fees and costs of Form ADV for the General Partner. Partnership expenses will be paid from the capital contributions and allocated to and reduce the Limited Partners’ capital accounts. Distributions: The General Partner will distribute proceeds realized from dispositions of investments equal to the gains from such investments (net of expenses) on a current or periodic basis; however, the General Partner may retain amounts it considers prudent reserves to meet future expenses and liabilities of the Partnership. The General Partner will not distribute amounts in excess of such gains to a Limited Partner until the 3rd anniversary of the Partner’s admission to the Partnership. Distributions will be made in cash, crypto or in marketable securities at the sole discretion of the General Partner. Distributions will be made as follows: (i) 80% to the Limited Partners in proportion to their contributed capital and 20% to the General Partner.
(ii) After a Limited Partner has been admitted for three years, 100% to the Limited Partners in proportion to their positive capital accounts;
Allocation of Income, Gain and Loss: Income, expense, gain and loss of the Partnership will generally be allocated to the Partners in a manner consistent with the distribution of proceeds from investments as described above. Withdrawal/Transfer of Interests: Voluntary withdrawal by Limited Partners from the Partnership will not be permitted. The Interests will be subject to restrictions on resale designed to ensure that the Partnership will not be required to register under the Investment Company Act, to ensure compliance with the laws regulating the sale of unregistered securities and to satisfy certain tax law considerations. All proposed transfers will be subject to the consent of the General Partner. Termination: Upon termination, the Partnership shall be dissolved and wound-up. The General Partner or, if there is no General Partner, a liquidator or other representative (the "Representative") appointed by a majority in interest of the Limited Partners shall proceed with the orderly sale or liquidation of the assets of the Partnership.
No Clawback: Over the life of the Partnership the General Partner may receive distributions in respect of the Carried Interest exceeding the stipulated share of aggregate net capital gains from Portfolio Investments. In that case, the General Partner will not be liable to return the after-tax amount of any such excess distributions received by it to the Partnership, for distribution to the Partners, at the end of the Partnership's term. Other Funds: The General Partner and the Principals are allowed to organize or be associated with other investment funds with objectives similar to those of the Partnership without the prior consent of the Limited Partners. Indemnification: The Partnership will indemnify, to the maximum extent permitted by law, the General Partner, the Manager, each of their respective directors, officers, partners, employees, affiliates and assigns and the members of the Investment Committee and the Advisory Committee, against liabilities, claims and related expenses including attorneys' fees, incurred by reason of any action performed or omitted in connection with the activities of the Partnership or in dealing with third parties on behalf of the Partnership if such action or decision not to act was taken in good faith, and provided that such action or decision not to act does not constitute gross negligence, intentional misconduct, a knowing violation of law or an intentional or material breach of the Limited Partnership Agreement or the Management Agreement. ERISA Considerations: Investment in the Partnership generally is open to sophisticated institutional investors, including pension and other funds subject to the United States Employee Retirement Income Security Act of 1974, as amended ("ERISA"). Investors subject to ERISA will be required to make certain customary representations or provide assurances in order that the General Partner may determine compliance with ERISA's provisions. Income Tax Considerations: The Partnership will be treated as a partnership for U.S. federal income tax purposes. Accordingly, each Partner will be allocated its allocable share of Partnership items of income, gain, loss, deduction and credit. See "U.S. Federal Income Tax Considerations" for a discussion of the U.S. tax consequences of an investment in the Partnership. An investment in the Partnership may result in phantom income to the Partners. Each Partner should consult independent tax counsel. See "Tax Factors."
Risk Factors: An investment in the Partnership involves significant risk and should be considered only by sophisticated investors able to meet drawdown obligations and assume the risks of loss and illiquidity inherent with an investment in the Partnership. See "Risk Factors." Financial Reporting: The General Partner will provide the Limited Partners with quarterly and annual unaudited financial statements of the Partnership. Financial statements need not be prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP). The fiscal year end of the Partnership will be December 31.