EFTA00617709.pdf

SUBSCRIPTION BOOKLET FOR BIOSYS CAPITAL PARTNERS, LP, A DELAWARE LIMITED PARTNERSHIP This Subscription Booklet contains a Subscription Agreement and other investor documents for use only in connection with the private offering of limited partnership interests in Biosys Capital Partners, LP set forth in the confidential private placement memorandum previously received by investor. Nothing in this Subscription Booklet constitutes or shall be deemed to constitute an offer to sell or the solicitation of an offer to purchase securities. Such an offer may be made only by means of other appropriate documentation and only to the person to whom such documentation is actually delivered by the General Partner of Biosys Capital Partners, LP. DRAFT - Jeffery Epstein BIOSYS CAPITAL PARTNERS, LPI Confidential Private Placement Memorandum i Subscription Booklet DAL:0105560100001:2318591v2 EFTA00617709  BIOSYS CAPITAL PARTNERS, LP SUBSCRIPTION INSTRUCTIONS An investor desiring to subscribe for limited partnership interests ("LP Interests") in Biosys Capital Partners, LP (the "Partnership") should do the following: 1. Complete, date and sign an Investor Questionnaire in the attached form. 2. Complete, date and sign a Subscription Agreement in the attached form. Please note that if an investor desires to subscribe as an individual and such subscriber is married or if such investor has a joint investor for this investment, the spouse or joint investor, as applicable, should also complete, sign and date the Subscription Agreement in the spaces provided as a joint investor. 3. Complete, date and sign the Counterpart Signature Page to the Limited Partnership Agreement in the attached form. 4. Complete, date and sign the Spousal Consent to the Limited Partnership Agreement in the attached form, if applicable. 5. Complete, date and sign Annex I- Disclosure and Acknowledgment Form for ERISA Plans in the attached form, if applicable. 6. Complete, date and sign the Form W-9 in the attached form. 7. Send the completed, dated and signed Investor Questionnaire, Subscription Agreement, Counterpart Signature Page to the Limited Partnership Agreement, Spousal Consent, Annex I - Disclosure and Acknowledgment Form for ERISA Plans, as applicable, and Form W-9 via facsimile or courier to: Biosys Capital Partners, LP 1107 1st Avenue, Apt. 1305 Seattle, WA 98101 Facsimile No. THE COMPLETED SUBSCRIPTION BOOKLET IS REQUIRED TO BE COMPLETED AND RETURNED IN ITS ENTIRETY. UPON ACCEPTANCE BY THE PARTNERSHIP'S GENERAL PARTNER OF YOUR SUBSCRIPTION AND YOUR ADMISSION AS A LIMITED PARTNER OF BIOSYS CAPITAL PARTNERS, LP, YOU WILL BE SENT COPIES OF ALL EXECUTED DOCUMENTS. IF AT ANY TIME YOU HAVE ANY QUESTIONS CONCERNING THE PROCEDURES TO BE FOLLOWED IN SUBSCRIBING FOR THE LP INTERESTS IN BIOSYS CAPITAL PARTNERS, LP, THIS SUBSCRIPTION BOOKLET, OR ANY ASPECT OF THE OFFERING OF THE LP INTERESTS, PLEASE DO NOT HESITATE TO CONTACT [BORIS NIKOLIC AT (425) 503-9166] BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement McmorritRIAtriiptionieehab ry Epstein DAL:0105560/00001:2318591v2 EFTA00617710  INVESTOR QUESTIONNAIRE DR(okfT - Ileffpry Epstein BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorandum Su scription atena s DAL:0105560/00001:2318591v2 EFTA00617711  BIOSYS CAPITAL PARTNERS, LP INVESTOR QUESTIONNAIRE ALL INFORMATION FURNISHED IS FOR THE SOLE USE OF BIOSYS CAPITAL PARTNERS, LP (THE "PARTNERSHIP"), ITS SUBSIDIARIES AND AFFILIATES AND ITS COUNSEL AND WILL BE HELD IN CONFIDENCE BY SUCH PARTIES, EXCEPT THAT THIS QUESTIONNAIRE MAY BE FURNISHED TO SUCH PARTIES AS SUCH PARTIES DEEM NECESSARY TO ESTABLISH COMPLIANCE WITH FEDERAL OR STATE SECURITIES LAWS OR IN CONNECTION WITH COMPLIANCE WITH ANY OTHER APPLICABLE LAW, RULE OR REGULATION (INCLUDING, WITHOUT LIMITATION, ANTI-MONEY LAUNDERING LAWS, RULES AND REGULATIONS). The LP Interests in Biosys Capital Partners, LP (the "LP Interests") are not registered under the Securities Act of 1933, as amended (the "Act"), or under the securities laws of any state. The LP Interests are being offered in reliance upon certain exemptions from registration provided by the Act and such state securities laws. To obtain the facts needed to determine whether the Partnership may accept an investor's investment, it is necessary for the investor (the "Subscriber") to complete this Questionnaire. Please answer all questions. Write "N/A" if not applicable. A. PLEASE PROVIDE THE FOLLOWING INFORMATION. 1. (a) Name of the Subscriber: (b) If the Subscriber is a corporation, partnership, limited liability company, trust or other entity, state the name(s) of the individual(s) making the investment decision on behalf of the entity: (c) The Subscriber's residence address (or principal office address if the Subscriber is an entity): 2. The Subscriber's telephone number: ( ) 3. The Subscriber's taxpayer identification/social security number: 4. Date of the Subscriber's birth, organization, formation or incorporation: 5. E-mail address: If the Subscriber is an investment entity (such as an investment pool organized as a limited partnership, limited liability company, corporation or other entity): (a) Has the Subscriber established and does it apply anti-money laundering practices and procedures that comply with all applicable laws, rules and regulations? Yes No (b) Is any director, officer, manager, member, partner, shareholder or other beneficial owner of the Subscriber (i) a person, entity or other organization that is included on any so-called "watch list" maintained by any governmental agency of the U.S. (including, but not limited to, the U.S. Central Intelligence Agency, the U.S. Department of the Treasury, the U.S. Federal Bureau of Investigation, the IRS, the U.S. Office of Foreign Assets Control and the SEC) or (ii) a senior foreign political BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorandum Su scription R(kfT Offery atena s Epstein DAL:0105560/00001:2318591v2 EFTA00617712  figure,' an immediate family member of a senior foreign political figures or a close associate of a senior foreign political figure? 3 Yes No 6. Is the Subscriber an officer, director, general partner, employee or agent of a member of the National Association of Securities Dealers, Inc. or any other broker/dealer, a person associated with such a member or other broker/dealer, or a member of the immediate family of any such person? Yes o No o If yes, specify relationship or affiliation: 7. Is the Subscriber a senior foreign political figure, an immediate family member of a senior foreign political figure or a close associate of a senior foreign political figure? Yes o No o If yes, specify relationship or affiliation: B. IF THE SUBSCRIBER IS AN "ACCREDITED INVESTOR" AS THAT TERM IS DEFINED IN REGULATION D UNDER THE ACT, AND UNDER OTHER APPLICABLE SECURITIES LAWS AND REGULATIONS, PLEASE INDICATE BY INITIALING BELOW WHICH OF THE FOLLOWING CATEGORIES ARE APPLICABLE TO THE SUBSCRIBER. The Subscriber is and, at the time of the issuance of LP Interests to the Subscriber, shall be: 1. o A natural person whose individual net worth, or joint net worth with that person's spouse, at the time of such person's purchase exceeds $1,000,000, excluding the value of their primary residence. 2. o A natural person who had an individual income' (not including that of such person's spouse) in excess of $200,000 in the two preceding calendar years, or joint income with his or her spouse in excess of $300,000 in each of those years, and who reasonably expects the same level of income in the current calendar year. 3. o A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a person who has A "senior foreign political figure" is a senior official in the executive, legislative, administrative, military or judicial branch 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. A "senior foreign political figure" also includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. 2 The "immediate family of a senior foreign political figure" typically includes the figure's parents, siblings, spouse, children and in-laws. 3 A "close associate of a senior foreign political figure" is a person who is widely and publicly known 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. • Please note that "income" does not necessarily refer simply to gross income or total revenues. For instance, under certain circumstances, operating expenses or costs of revenues should be deducted from total income. Income for a particular year may be calculated by adding to adjusted gross income as calculated for federal income tax purposes any deduction for depletion allowance, any exclusion for tax exempt interest and any losses of an entity taxed as a BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement MemorandumDR - Offe (Subscription atena s ry Epstein DAL:0105560/00001:2318591v2 EFTA00617713  such knowledge and experience in business and financial matters that such person is capable of evaluating the risks and merits of the prospective investment. 4. o An entity in which all of the equity owners are "accredited investors" as such term is defined in Rule 501(a) of Regulation D promulgated under the Act. (If this item is checked, then each equity owner of the Subscriber must complete this Questionnaire.) 5. o A trust that may be amended or revoked by its grantors, all of whom are accredited investors. 6. o A bank as defined in Section 3(aX2) of the Act, or a savings and loan association or other institution as defined in Section 3(a)(5XA) of the Act, whether acting in its individual or fiduciary capacity. 7. o A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended. An insurance company as defined in Section 2(13) of the Act. 9. o An investment company registered under the Investment Company Act of 1940, as amended (the "ICA"); 10. o A business development company as defined in Section 2(aX48) of the ICA. II. o A 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, as amended. 12. o Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees if such plan has total assets in excess of $5,000,000. 13. o An employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), if (a) the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, that is either a bank, savings and loan association, insurance company, or registered investment adviser, (b) the employee benefit plan has total assets in excess of $5,000,000, or (c) the employee benefit plan is self-directed, with investment decisions made solely by persons that are accredited investors. (NOTE: If an ERISA Plan, the Disclosure and Acknowledgment form for Qualified Plans set forth in Annex I hereto must also be completed.) 14. o A private business development company as defined in Section 202(aX22) of the Investment Advisers Act of 1940, as amended. 15. o A tax-exempt organization described in Section 501(cX3) of the Internal Revenue Code, as amended (the "Code'), corporation, Massachusetts or similar business trust, limited liability company or partnership, not formed for the specific purpose of acquiring the securities offered with total assets in excess of $5,000,000. 16. o None of the above. partnership allocated to the Subscriber. Please also note that prospective Subscribers are not to construe this paragraph or any of the other contents of this Subscription Agreement as legal, tax or investment advice. Each prospective Subscriber should consult such Subscriber's own legal counsel, accountant or investment adviser as to legal, tax and related matters concerning such Subscriber's purchase of any LP Interests. DI BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorandum Subscription T Offp atena s ry Epstein DAL:0105560/00001:2318591v2 EFTA00617714 C. "QUALIFIED PURCHASER" IF THE SUBSCRIBER IS A "QUALIFIED PURCHASER" AS THAT TERM IS DEFINED UNDER ICA SECTION 3(C)(7), PLEASE INDICATE BY INITIALING BELOW WHICH OF THE FOLLOWING CATEGORIES ARE APPLICABLE TO THE SUBSCRIBER. The Subscriber is and, at the time of the issuance of LP Interests to the Subscriber, shall be: (I) A natural person (including any person who holds a joint, community property or other similar shared ownership interest with that person's qualified purchaser spouse) who owns at least $5,000,000 in "investments" (as defined below). (2) A company that owns at least $5,000,000 in "investments" (as defined below) and that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations or trusts established by or for the benefit of such persons (a "Family Company"). (3) A trust that is not covered by clause (2) above and that was not formed for the specific purpose of investing in the Partnership, as to which the trustee or other person authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a person described in clause (1) or (2) above or clause (4) below. (4) A natural person or a company, acting for its own account or for the accounts of other qualified purchasers, that owns and invests on a discretionary basis an aggregate of at least $25,000,000 in "investments" (as defined below). If such company is a "Purchasing Fund" (as defined below), each of its "Beneficial Owners" (as defined below) that is required to do so (see below) has consented to its treatment as a qualified purchaser. (check if applicable) If such company was formed for the specific purpose of investing in the securities of a company excluded from the definition of investment company under ICA section 3(cX7), each of its beneficial owners is a qualified purchaser. (check if applicable) (5) A corporation, partnership, trust, fund, association or other entity, each of the beneficial owners of which is a qualified purchaser. (6) A "QIB" (as defined below). Please supply supporting documentation. (7) A participant-directed employee benefit plan (such as an IRA or a self-directed 401(k) or Keogh plan), each of the participants in which is a qualified purchaser. Thefollowing is a briefsummary ofthe definitions and related rules that are required to complete this section of the Questionnaire. The Subscriber should consult with the Subscriber's counsel or the General Partner regarding any questions the Subscriber may have regarding these issues. "Investments" are defined to include thefollowing: Securities other than securities of an issuer that controls, is controlled by or is under common control with the Subscriber, unless the issuer is (a) a public company (defined as a company that files reports pursuant to Securities Exchange Act of 1934, as amended, Section 13 or 15(d) or has a class of securities that are listed on a "designated offshore securities market" as defined by Regulation S under the 1933 Act), (b) an investment vehicle (defined as an investment company as defined by the ICA, a company excluded from the definition of investment company under any of ICA sections 3(c)( I ) through 3(cX9) and rules 3a-6 and 3a-7 under the ICA, or a commodity pool) or (c) a company with shareholders' equity of at least $50 million. DlykfT - ,effery- Epstein BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorandum Su scription matenats DAL:010SS60/00001:2318591v2 EFTA00617715  Real estate held for investment purposes, meaning not used by the Subscriber or a related person for personal purposes, or as a place of business or in connection with the conduct of a trade or business of the Subscriber or a related person (a related person being a sibling, spouse, former spouse or direct lineal descendent or ancestor by birth or adoption of the Subscriber or a spouse of such descendent or ancestor). Residential real estate may be deemed held for investment if deductions with respect to the property are allowed by Code section 280A. Real estate owned by the Subscriber may be deemed to be held for investment purposes if the Subscriber is engaged primarily in the business of investing, trading or developing real estate. Commodity interests held for investment purposes, including commodity futures contracts, options on commodity futures contracts, and options on physical commodities traded on or subject to the rules of a contract market designated for trading such transactions under the federal Commodity Exchange Act and the rules thereunder or a board of trade or exchange outside the United States as contemplated in Part 30 of the rules under the Commodity Exchange Act. Commodity interests owned or financial contracts entered into by the Subscriber may be deemed to be held for investment purposes if the Subscriber is engaged primarily in the business of investing, reinvesting or trading in commodity interests, physical commodities or financial contracts. Physical commodities held for investment purposes, including any commodity held in physical form with respect to which a commodity interest is traded in a market described in the preceding paragraph. Physical commodities owned by the Subscriber may be deemed to be held for investment purposes if the Subscriber is engaged primarily in the business ofinvesting, reinvesting or trading in commodity interests, physical commodities or financial contracts. Financial contracts (as defined in ICA section 3(c)(2XBXii)) entered into for investment purposes, such as swaps and repurchase agreements. Such financial contracts entered into by the Subscriber may be deemed to be held for investment purposes if the Subscriber is engaged primarily in the business of investing, reinvesting or trading in financial contracts. Cash and cash equivalents (including foreign currencies) held for investment purposes, including bank deposits, certificates of deposit, bankers acceptances and similar bank instruments held for investment purposes, and the net cash surrender value of insurance policies. Valuation The value of an investment is its cost or its fair market value on the most recent practicable date, which may in the absence of recent market trading be determined by an appraisal by an independent third party. The value of a commodity interest is the value of the initial margin or option premium deposited in connection with such commodity interest. Deductions The aggregate value of the Subscriber's investments is reduced by the amount of any outstanding indebtedness incurred to acquire or for the purpose of acquiring the Subscriber's investments. If the Subscriber is a Family Company, any outstanding indebtedness incurred by an owner of the Family Company to acquire the Family Company's investments must also be deducted. Joint Investments A Subscriber who is a natural person may include in the amount of the Subscriber's investments any investments held jointly with the Subscriber's spouse, or investments in which the Subscriber shares with the Subscriber's spouse a community property or similar shared ownership interest. If spouses make a joint investment in the Partnership, each spouse may include in the amount of that spouse's investments any investments owned by the other spouse, whether or not such investments are held jointly. In either case, there must be deducted the indebtedness described in the preceding paragraph of each spouse. Pension and Retirement Plans R(kfT - .leffery Epstein BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorandum Susorption materials DAL:0105560/00001:2318591v2 EFTA00617716  A Subscriber who is a natural person may include in the amount of the Subscriber's investments any investments held in an individual retirement account or similar account, such as a 401(k) plan, for the benefit of the Subscriber, if the Subscriber directs the investments of that account. This would be true if the Subscriber selects from several investment options for the account, even if the plan's trustee or sponsor selects the range of options from which the Subscriber can choose. A participant-directed defined contribution plan cannot be a qualified purchaser unless all participants are qualified purchasers. A defined benefit or other retirement plan that owns $25,000,000 of investments and does not permit participants to decide whether or how much to invest in particular investment alternatives, however, may itself be a qualified purchaser. Other Forms ofHolding Investments If an entity that holds investments is the "alter ego" of the Subscriber, such as an entity that is wholly owned by the Subscriber, and the Subscriber makes all the decisions with respect to the investments by that entity, the investments held by such entity may be attributed to the Subscriber. Investments Held by Affiliated Entities If the Subscriber is a company, it may include in determining its investments, the investments owned by the Subscriber's majority-owned subsidiaries and investments owned by a parent company of which the Subscriber is a majority-owned subsidiary, or by a majority-owned subsidiary of the Subscriber and other majority-owned subsidiaries of that parent company. QIBs A Subscriber that is reasonably believed by the Partnership to be a "qualified institutional buyer" ("Q113"), as defined in Rule 144A under the 1933 Act, may be a qualified purchaser, if (a) it is (i) an institution that owns and invests on a discretionary basis $100,000,000 of securities of issuers unaffiliated with it ("QIB Securities"). (ii) a bank that meets such $100,000,000 test and that has an audited net worth of at least $25,000,000, or (iii) a registered dealer that owns and invests on a discretionary basis $25,000,000 of QIB Securities, and (b) it is acting for its own account, the account of another QIB or the account of a qualified purchaser. A QIB that is a self-directed employee benefit plan, such as a 401(k) plan, will not be deemed to be "acting for its own account" if investment decisions with respect to the plan are made by the beneficiaries of the plan, except with respect to investment decisions made solely by the fiduciary, trustee or sponsor of the plan. The investment decision must be made by a qualified purchaser. Funds ofFunds that Desire to Become Qualified Purchasers A company excluded from the definition of investment company under ICA section 3(c)(I ) (a "3(cXI) Fund") or 3(c)(7) (a "3(cX7) Fund") that desires to become a qualified purchaser ("Purchasing Fund") must obtain the consent of its Beneficial Owners (defined below) that acquired interests in the Purchasing Fund on or before April 30, 1996. The pre-April 30, 1996, Beneficial Owners of any 3(c)(I) Fund or 3(cX7) Fund that directly or indirectly owns any of the securities of the Purchasing Fund ("Owning Fund") must also consent to the treatment of the Purchasing Fund as a qualified purchaser in certain circumstances. "Beneficial Owners" in most cases means the investors in the Purchasing Fund. A Family Company or trust must obtain unanimous consent of all trustees, directors or general partners. The security holders of an Owning Fund must consent only if the following conditions apply: (I) The Owning Fund is an investment company or a privately offered securities investment pool (such as a fund of hinds or a hedge fund); (2) On April 30, 1996, the Owning Fund owned ten percent or more of the Purchasing Fund's limited partner interests; (3) On April 30, 1996, the Owning Fund had more than ten percent of its total assets invested in privately offered securities investment pools (such as hedge funds), including the Purchasing Fund; and BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorandum Su scnption DR(kri - Offpry atena s Epstein DAL:0105560/00001:2318591v2 EFTA00617717  (4) The Owning Fund controls, is controlled by, or is under common control with, either the Purchasing Fund or the 3(c)(7) Fund in which the Purchasing Fund desires to invest (the "Target Fund"). An Owning Fund is not deemed to own indirectly the securities of the Purchasing Fund unless there is a control relationship between the Owning Fund and either the Purchasing Fund or the Target Fund. The beneficial owners of any 3(c)(I) Fund or 3(cX7) Fund that owns the securities of the Owning Fund need not consent, and would not be deemed Beneficial Owners of the Purchasing Fund, unless there is a control relationship between the Owning Fund and either the Purchasing Fund or the Target Fund. A Purchasing Fund may obtain a general consent with respect to a transaction in which it will be a qualified purchaser, except that a specific consent is required if there is a control relationship between the Purchasing Fund or certain of its beneficial owners and the Target Fund. D. THE FOLLOWING INFORMATION IS TO BE PROVIDED BY SUBSCRIBERS WHO ARE INDIVIDUALS AND, WITH RESPECT TO SUBSCRIBERS THAT ARE CORPORATIONS, PARTNERSHIPS, LIMITED LIABILITY COMPANIES, TRUSTS OR OTHER ENTITIES, INCLUDING EMPLOYEE BENEFIT PLANS, BY THE PERSON MAKING THE INVESTMENT DECISION ON BEHALF OF SUCH SUBSCRIBERS. 1. Are you aware of the fact that you have the opportunity to question a representative of the Partnership about this investment, the Partnership, the Partnership's operations and the Partnership's methods of doing business? Yes o No o 2. (a) Do you understand the merits and risks associated with investments in securities? Yes o No o (b) Do you understand the merits and risks associated with an investment in the Partnership? Yes o No 0 3. Do you understand that there is no guarantee of any financial return on this investment and that you are at risk of losing your entire investment? Yes o No o 4. Can you afford a complete loss of your investment in the Partnership? Yes o No o 5. Do you understand that this investment is illiquid? Yes o No o 6. Do you understand that you may purchase LP Interests for investment only, and not with a view to the sale or other direct or indirect distribution thereof? Yes 0 No 0 7. Have you received, read and understood the information about the Partnership that the Partnership made available, including, without limitation, the Confidential Private Placement Memorandum (together with all documents referenced therein or provided therewith)? Yes o No o E. REPRESENTATION OF RESIDENCE (FOR INDIVIDUAL SUBSCRIBERS ONLY). DR/WI Offery BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorandum Su scription atena s Epstein DAL:0105560/00001:2318591v2 EFTA00617718  To verify the residence of the Subscriber and to obtain a written representation from the Subscriber as to the Subscriber's legal residence please complete the following: (a) I am a bona fide resident of the State of and have been for years. (b) Please check one: ▪ I do not maintain any residence at a location other than that indicated above in Item A.l(c). o I do maintain one or more residences at a location other than that indicated above in Item A. I (c). Where? (c) I have filed a State of Income Tax Return as an in-state resident for the last years. (d) I am registered to vote in City County State (e) In which state, if any, do you hold a valid driver's license? State: Driver's License Number: BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement MemorandumDR Sufcnption (kT - Off ery Epstein atena s DAL:0105560/00001:2318591v2 EFTA00617719 F. SUPPLEMENTAL QUESTIONS FOR ENTITIES This section should be completed for any Subscriber that is an entity, such as a corporation, limited liability company, partnership, trust, etc. To ensure that LP Interests will be sold in compliance with Section 3(c)(7), if applicable, of the ICA, please answer the following questions: 1. Was the Subscriber formed or recapitalized° for the specific purpose of acquiring the LP Interests? Yes o No o 2. Do the Subscriber's stockholders, partners, members of other beneficial owners have individual discretion as to their participation or non participation in the LP Interests and have individual discretion as to their participation or non-participation in particular investments made by the Partnership? Yes o No o 3. Does the Subscriber's investment in the Partnership or any other single entity which is excluded from the definition of "investment company" solely by reason of Section 3(c)(I ) or Section 3(cX7) of the ICA constitute more than 40% of the Subscriber's committed capitals? Yes o No o 4. Is the Subscriber an investment company registered under the ICA or an investment company which is not registered under the ICA in reliance on Section 3(c)(I) or Section 3(cX7) thereof? Yes o No o ° For purposes of this Investor Questionnaire, "recapitalization" shall include new investments made in the Subscriber solely for the purpose of financing its acquisition of the LP Interests and not made pursuant to a prior financing commitment. s For purposes of this Investor Questionnaire, "committed capital" includes all amounts that have been contributed to the Subscriber by its shareholders, partners, members or other equity holders plus all amounts that such persons remain obligated to contribute to the Subscriber. DRekfT - Offpry BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorandum Su scnption atena s Epstein DAL:0105560/00001:2318591v2 EFTA00617720  SIGNATURE The Subscriber hereby represents to the Partnership that (a) the information contained herein is complete and accurate and may be relied upon by the Partnership, (b) the Subscriber shall notify the Partnership in writing immediately of any change in any of the information contained herein at any time in the future, (c) the Subscriber has received or had access to all material information enabling the Subscriber to make an informed investment decision and (d) that all information requested has been furnished to the Subscriber. (signature) (signature) Name of the Subscriber (please print): Name of the Joint Subscriber/Spouse (please print): If not an individual, provide name of entity and name and title of signatory: Entity Name: By: Title: Executed at (City) (State) on this day of ,201 . NOTE: This form is not intended as an offer to purchase or sell by the Subscriber, the Partnership or the Partnership's General Partner. Offers are made and investments are accepted only after written acceptance of a Subscription Agreement by the Partnership's General Partner. BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorandum Sufcnption ekT Offe atena s ry Epstein DAL:0105560/00001:2318591v2 EFTA00617721  SUBSCRIPTION AGREEMENT ekT - ,),e wass ry Epstein BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement MemorandumDR Sufcnption ma DAL:0105560/00001:2318591v2 EFTA00617722  SUBSCRIPTION AGREEMENT BIOSYS CAPITAL PARTNERS, LP Attention: [Boris Nikotic/Hayes Nuss] As set forth in the Confidential Private Placement Memorandum previously received and reviewed by the undersigned (the "Memorandum"), Biosys Capital Partners, LP, a Delaware limited partnership (the "Partnership"), has informed the undersigned (the "Subscriber") that the Partnership is conducting a private offering of limited partnership interests in the Partnership (the "LP Interests") to select investors. The Partnership has also informed the Subscriber that the Subscriber's investment in the Partnership will be governed by the terms and conditions of that certain Agreement ofLimited Partnership of Biosys Capital Partners, LP (the "LimitedPartnership Agreement") dated as of r 1, 2014 (receipt and review of which are hereby acknowledged) and this Subscription Agreement. Unless othenvise indicated, capitalized terms used herein shall have the meanings given to them in the Memorandum. The Subscriber desires to make an investment in the Partnership by purchasing LP Interests and is delivering this Subscription Agreement (this "Subscription Agreement") to confirm to the Partnership the Subscriber's agreement with the terms for purchasing LP Interests and certain other mailers. I. Subscription. The Subscriber hereby irrevocably subscribes for the dollar amount of LP Interests for the aggregate Capital Commitment (as defined in the Limited Partnership Agreement) specified on the signature page hereto. Contemporaneously with the execution and delivery of this Subscription Agreement, the Subscriber has delivered to the Partnership such portion of the Subscriber's Capital Commitment by check or wire transfer of funds that has been called by the Partnership as set forth in written instructions provided by the Partnership to Subscriber. 2. Aereements and Understandines of the Subscriber. The Subscriber hereby acknowledges, understands and agrees that: (a) The subscription for the LP Interests is irrevocable and that the Partnership has the right, in its absolute discretion, to accept or reject this subscription in whole or in part. LP Interests will not be deemed to be sold or issued to, or owned by, Subscriber until the Subscriber is admitted as a Limited Partner. (b) No representation or promise has been made concerning the marketability or value of the LP Interests. Because the LP Interests have not been registered under the Securities Act of 1933, as amended (the "Act"), or under applicable state securities laws, the economic risks of investment in the LP Interests must be borne indefinitely by the Subscriber. The LP Interests may not be sold, transferred, pledged, or otherwise disposed of in the absence of an effective registration statement covering the LP Interests under the Act and applicable state securities laws, or unless an exemption from such registration is available. In addition, the Limited Partnership Agreement restricts the transfer and assignment of LP Interests. (c) No federal or state agency has passed upon the LP Interests or made any finding or determination as to the fairness or merits of investment in the LP Interests nor any recommendation or endorsement of the LP Interests. (d) The information provided by the Partnership to the Subscriber regarding the offering is confidential. The Subscriber agrees that all such information shall be kept in confidence; provided, however, that this obligation shall not apply to any such information that (i) is public knowledge and readily accessible as of the date hereof; (ii) becomes public knowledge and readily accessible (except as a result of a breach of this provision or another agreement); or (iii) is rightfully received from a third party without restriction; and provided, further, that this obligation shall not prohibit the Subscriber's discussion of such information with the Subscriber's counsel, accountant or other financial advisor with a duty of confidentiality with respect to such information at least as restrictive as that contained herein solely for the purpose of assisting the Subscriber's analysis and assessment of the offering. 3. Representations. Warranties and Agreements of the Subscriber. Subscriber hereby represents and warrants to the Partnership and agrees that: BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorandum Su scription DR(kfT Offery stens s Epstein DAL:0105560/00001:2318591v2 EFTA00617723  (a) The LP Interests will be issued in reliance upon the exemption from registration contained in Section 4(2) of the Act, and that such LP Interests will or may also be issued in reliance upon the exemptions from registration contained in comparable exemptions contained in the securities laws of other jurisdictions to the extent applicable, and that the transfer of the LP Interests may be restricted or limited as a condition to the availability of such exemptions. The Partnership's reliance upon such exemptions is based in part upon the Subscriber's representations, warranties, covenants, and agreements contained in this Subscription Agreement. (b) If Subscriber is admitted as a Limited Partner, Subscriber will not attempt to pledge, transfer, convey or othenvise dispose of Subscriber's LP Interests, except in a transaction that is effected in compliance with the Limited Partnership Agreement. (c) The LP Interests are being purchased by the Subscriber and not by any other person, with the Subscriber's own funds and not with the funds of any other person, and for the account of the Subscriber, not as a nominee or agent and not for the account of any other person. On acceptance of this Subscription Agreement by the General Partner, no person other than the Subscriber will have any interest, beneficial or otherwise, in the LP Interests. The Subscriber is not obligated to transfer LP Interests or any part thereof or interest therein to any other person nor does the Subscriber have any agreement or understanding to do so. The Subscriber is purchasing the LP Interests for investment for an indefinite period, not with a view to the sale or distribution of any part or all thereof by public or private sale or other disposition. The Subscriber has no intention of selling, granting any participation in or othenvise distributing or disposing of any LP Interests. The Subscriber does not intend to subdivide the Subscriber's purchase of LP Interests with any person. (d) The Subscriber (1) has been supplied with, or has had access to, all appropriate disclosure information, including risk disclosures, financial statements and other financial information, of the Partnership, to which a reasonable investor would attach significance in making investment decisions, and (2) has had the opportunity to ask questions of, and receive answers from, knowledgeable individuals concerning the Partnership and the LP Interests. (e) The Subscriber acknowledges that an investment in the Partnership is highly speculative and involves a high degree of risk of loss by the Subscriber of the Subscriber's entire investment in the Partnership and represents that the Subscriber is able to bear the economic risk of such an investment. (0 The Subscriber understands that other than the Memorandum provided by the Partnership to the Subs