EFTA00810362.pdf

VALAR GLOBAL FUND IV LP SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRE Your investment in Valar Global Fund IV LP (the "Fund") can only be made by means of the completion, delivery and acceptance of the subscription documents in this package. Please complete and submit the following documents: o SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRE: Complete all requested information in this Subscription Agreement and Investor Questionnaire and date and sign the signature page. o IRS FORM W-9 OR FORM W-8: Complete and sign IRS Form W-9 or the applicable Form W-8 to certify your tax identification number or status. Valar Ventures GP IV LLC (the "General Partner") reserves the right to request any additional documentation necessary to verify your identity or otherwise complete the review process. The Fund and the General Partner shall be held harmless by any such prospective limited partner against any loss arising as a result of a failure to provide any requested documentation. We take precautions to maintain the privacy of personal information concerning current and prospective individual investors. For more information, please refer to our Privacy Policy attached as ExIIIBIT E. THE OFFERING OF SECURITIES DESCRIBED IN THIS SUBSCRIPTION AGREEMENT HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. THIS OFFERING IS MADE PURSUANT TO RULE 506 OF REGULATION D UNDER SECTION 4(AX2) OF THE SECURITIES ACT, WHICH EXEMPT FROM SUCH REGISTRATION TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING. FOR THIS REASON, THESE SECURITIES WILL BE SOLD ONLY TO INVESTORS WHO MEET CERTAIN MINIMUM SUITABILITY QUALIFICATIONS DESCRIBED HEREIN. AN INVESTOR SHOULD BE PREPARED TO BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE FUND FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE PARTNERSHIP INTERESTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE LAWS OF ANY OTHER JURISDICTION, AND, THEREFORE, CANNOT BE SOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THERE IS NO OBLIGATION ON THE ISSUER TO REGISTER THE PARTNERSHIP INTERESTS UNDER THE SECURITIES ACT OR THE LAWS OF ANY OTHER JURISDICTION. TRANSFER OF THE PARTNERSHIP INTERESTS IS ALSO RESTRICTED BY THE TERMS OF THE PARTNERSHIP AGREEMENT RELATING THERETO. PROSPECTIVE FOREIGN INVESTORS SHOULD CONSULT WITH THEIR OWN COUNSEL REGARDING WHETHER OR NOT TO INVEST IN THE FUND. IT IS THE RESPONSIBILITY OF ANY PERSON OR ENTITY WISHING TO PURCHASE AN INTEREST TO SATISFY HIMSELF, HERSELF OR ITSELF AS TO THE FULL OBSERVANCE OF THE LAWS OF ANY RELEVANT TERRITORY OUTSIDE OF THE UNITED STATES IN CONNECTION WITH ANY SUCH PURCHASE, INCLUDING OBTAINING ANY REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING ANY OTHER APPLICABLE FORMALITIES. EFTA00810362 In_ SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRE VALAR GLOBAL FUND IV LP Investor Information Legal Investor Name Mailing Address Line #1 Mailing Address Line #2 City State ZIP Country Street Address Line #1 (if different) Street Address Line #2 (if different) City State ZIP Country Phone Fax Primary Email State and Country of Organization (entities only) Principal Place of Business (entities only) State and Country of Residency (individuals) Wire and Check Delivery Instructions for Distributions Please provide wire and/or check delivery instructions for the transfer of any payments due from the Fund. These instructions must be provided at account inception. The Investor may change these wire instructions but may be required to provide an appropriate signature guarantee by a qualified financial institution (note that a signature guarantee is different than a notarized signature). Bank: Bank Address: Telephone Number of Bank: 9-Digit ABA: SWIFT: Account Name: Account Number: FFC Account Name: (if applicable): FFC Account Number: (if applicable): Reference / Attention (if applicable): 2 EFTA00810363 To be completed by investors with assets held at an offshore bank: Correspondent Bank: Correspondent ABA: Correspondent SWIFT: Correspondent Account Number: Correspondent Misc. Details: Instructions for Physical Check Delivery (if preferred) Payee Name Payee Address Special Instructions Primary Contact (1) The following individual will receive all correspondence listed below, and is fully authorized to update and change ownership information, provide instructions, and address procedural questions regarding the Interest. Contact Name Company Name (ifapplicable) Title (ifapplicable) Mailing Address (if different from Investor) City State ZIP Street Address (if different from Investor) City State ZIP Phone Fax Email Relationship to Investor 3 EFTA00810364 Other Interested Parties Name (2) Street Address (if different) Title City State ZIP Mailing Address Relationship City State ZIP Fax Phone Email Name (3) Street Address (if different) Title City State ZIP Mailing Address Relationship City State ZIP Fax Phone Email Name (4) Street Address (if different) Title City State ZIP Mailing Address Relationship City State ZIP Fax Phone Email Please indicate below the appropriate correspondence for each party listed above. Capital Cash Stock K-1 and *Stock Financial Call Distribution Distribution Tax General Distribution **Fully Contact Reports Notices Notices Notices Reporting Notices Contact Authorized (1) X X X X X X X X (2) (3) (4) Key * Stock Distribution Contact = Person(s) to be called by the distributing broker upon distribution of Securities. ** Fully Authorized = Authorized to update contact info, add/remove parties to the account, and change ownership information, such as wiring instructions. PLEASE NOTE: If copies of correspondence, periodic reports, capital calls, distribution notices, tax information, etc. should be provided to additional parties, please provide specific instructions and complete contact information as noted above (or separately). Please note that if any information is requested to be delivered to a party other than the Limited Partner, the General Partner will retain sole and absolute discretion over whether such additional party may receive the information, and such additional party may be required to execute a nondisclosure agreement in connection therewith. Also note that the General Partner will eventually need wire and check delivery instructions for the transfer of any payments due from the Fund. If such information is not provided at account inception, the General Partner will request such information after the closing. 4 EFTA00810365 Investor Type. The Interest will be held under the following type of ownership / structure [Please check all applicable boxesj: ❑ Individual ❑ Joint Individuals ❑ Limited Liability Company ❑ Limited Partnership ❑ Revocable Trust with grantors ❑ Irrevocable Trust ❑ IRA / Keogh / SEP ❑ C Corporation ❑ Tax-Exempt Organization ❑ S Corporation ❑ General Partnership ❑ Employee Benefit Plan ❑ ERISA Partner ❑ Estate ❑ Nominee ❑ Foreign Government Entity ❑ U.S. State or Municipal Government Entities ❑ Pension Plan ❑ Fund of Funds ❑ Insurance Company ❑ Investment Company Registered with SEC ❑ Broker-Dealer ❑ Private Fund ❑ Bank Holding Company ❑ Private Foundation ❑ 501(cX3) ❑ Government Pension Plan ❑ Foreign Investor ❑ Other 1. Accredited Investor Status. The Investor is an "accredited investor" (within the meaning ofRule 501 under the Securities Act). Please see the definition of "accredited investor" in EXHIBIT A. ❑ Yes ❑ No 2. Qualified Client Status. The Investor is a "qualified client" (within the meaning of Rule 205-3 under the Advisers Act). Please see the definition of "qualified client" in EXHIBIT B. ❑ Yes ❑ No 3. Qualified Purchaser Status. The Investor is a "qualified purchase?' (within the meaning of Section 2(a)(51) under the Companies Act). Please see the definition of "qualifiedpurchase?' in EXHIBIT C. ❑ Yes ❑ No 4. Investment Company Act Matters. If the Investor is an Entity (including a trust), is the Investor either (a) an "investment company" under the United States Investment Company Act of 1940, as amended (the "Companies Act"), or (b) relying on either Section 3(c)(1) or Section 3(c)(7) of the Companies Act to be excepted from the definition of "investment company" as defined in Section 3(a) of the Companies Act.' ❑ No ❑ Yes, the Investor relies on Section 3(c)(1) of the Companies Act ❑ Yes, the Investor relies on Section 3(c)(7) of the Companies Act ❑ Yes, the Investor is an investment company I See definitions in EXHIBIT D hereto. 5 EFTA00810366 If the Investor relies on either Section 3(c)(I) or Section 3(c)(7) of the Companies Act, in order to accurately count the number of beneficial owners of the Fund, please specify the number of beneficial owners of the outstanding securities (other than short-term paper) of the Investor and any existing or prospective limited partners of the Fund that control, are controlled by, or are under common control with the Investor (such other limited partners referred to as "Affiliated Investors"): [Insert Number] The Investor further represents and warrants that neither the Investor nor any Affiliated Investor has been structured or operated for the purpose of circumventing the registration requirements of the Companies Act. 5. Written Disclosure Exceptions. If the Investor has information or an exception to disclose to the General Partner in accordance with paragraph 5(a) of this Agreement (e.g., ERISA status, FOIA disclosures, an SPV created to invest in the Fund, AIFMD matters, etc.), please describe below or attach additional pages: 6 EFTA00810367  IN WITNESS WHEREOF, the parties hereto have executed this SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRE as of the date written below. INDIVIDUAL INVESTOR: ENTITY INVESTOR: (Signature) (Legal Name of Entity) By: (Print Name) Name: Date: Title: Date: CAPITAL COMMITMENT: $ 7 EFTA00810368  SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRE ACCEPTANCE PAGE (To Be Completed by the General Partner) By its execution of this Acceptance Page, the General Partner and the Fund hereby accept the foregoing subscription on the terms set forth in this Subscription Agreement and Investor Questionnaire either for (a) the Capital Commitment set forth below or (b) if the Capital Commitment below is left blank, the Investor's Capital Commitment amount shall be as set forth on the Investor's signature page to this Subscription Agreement and Investor Questionnaire, and by such acceptance admits the Investor as a Limited Partner, and binds itself and the Investor to the terms of the Partnership Agreement and this Subscription Agreement and Investor Questionnaire. Capital Commitment: $ SUBSCRIPTION ACCEPTED: Accepted on: GENERAL PARTNER: FUND: VALAR VENTURES GP IV LLC VALAR GLOBAL FUND IV LP By: Valar Ventures GP IV LLC Its: General Partner By: By: Name: Name: Title: Managing Member Title: Managing Member 8 EFTA00810369 This SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRE (this "Agreement") is entered into by and among Valar Ventures GP IV LLC, a Delaware limited liability company (the "General Partner"), Valar Global Fund IV LP, a Delaware limited partnership (the "Fund"), and the investor identified on the signature page hereto (the "Investor") in connection with the Investor's purchase of a limited partner interest (the "Interest") in the Fund, and admission of the Investor as a Limited Partner pursuant to the terms of the Fund's Limited Partnership Agreement, as it may be amended from time to time (the "Partnership Agreement"). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Partnership Agreement. The Investor subscribes for an Interest, and the General Partner, the Fund, and the Investor hereby agree as follows: 1. Subscription for a Limited Partner Interest. (a) Subject to the terms and conditions set forth in this Agreement, the Investor agrees (a) to purchase from the Fund the Interest at a purchase price equal to 100% of the amount set forth on the Investor's signature page hereto on the line captioned "Capital Commitment" or such lesser amount as the General Partner may accept pursuant to paragraph 3(b) of this Agreement (the Investor's "Capital Commitment"), payable in the manner and at the times provided in the Partnership Agreement, (b) to become a party to, and be bound by all the terms and provisions of, the Partnership Agreement and to perform all obligations therein imposed upon a Limited Partner with respect to the Interest and (c) to become a Limited Partner of the Fund. (b) The Investor agrees to contribute, in installments, an aggregate amount equal to the Investor's Capital Commitment pursuant to the terms of, and at the times required by, the Partnership Agreement. (All references herein are to United States Dollars.) All payments of the Investor's Capital Commitment shall be made by wire transfer pursuant to instructions provided by the General Partner prior to the due date of such payments. The Investor understands that, except as otherwise provided in the Partnership Agreement, the Investor may not make less than the full amount of any required capital contribution or return less than the total amount of distributions required to be returned, and that default provisions with respect thereto, pursuant to which the Investor may suffer substantial adverse consequences (including, but not limited to, the loss of its entire investment in the Fund), are contained in the Partnership Agreement. 2. Adoption. If the Investor is accepted as a Limited Partner pursuant to paragraph 3 below, the Investor hereby agrees to be bound by all the terms and provisions of the Partnership Agreement (whether or not such Investor has signed the Partnership Agreement) and to perform all obligations imposed upon a Limited Partner with respect to the Interest. 3. Acceptance of Subscription; Delivery of Partnership Agreement. The Investor understands and agrees that this subscription is made subject to the following terms and conditions: (a) The General Partner shall have the right to review the suitability of any person desiring to purchase an Interest and, in connection with such review, to waive such suitability standards as to such person as the General Partner deems appropriate under applicable law; (b) The General Partner shall have the right, in its sole discretion, to reject this subscription, in whole or in part, and the subscription shall be deemed to be accepted only when the 9 EFTA00810370  Investor has been admitted to the Fund as a Limited Partner (i.e., Limited Partner's subscription was accepted by the General Partner); (c) The General Partner shall have no obligation to accept subscriptions in the order received; (d) The Investor hereby requests and authorizes the General Partner to enter the Investor's name in the books and records of the Fund as a holder of the Interest; (e) The Interest to be created on account of this subscription shall be created only in the name of the Investor, and the Investor agrees to comply with the terms of the Partnership Agreement and to execute any and all further documents necessary in connection with becoming a Limited Partner of the Fund; and (0 The Investor hereby undertakes in respect of the Interest that the Investor (i) shall comply with the restrictions on transfer of the Interest contained in the Partnership Agreement; and (ii) understands that upon a default of the Investor's capital contribution obligations to the Fund, the Interest may, among other consequences, be subject to forfeiture in accordance with the terms of the Partnership Agreement. 4. Conditions to Closing. The Fund's obligations hereunder are subject to acceptance by the General Partner of the Investor's subscription and to the fulfillment, prior to or at the time of closing, of each of the following conditions: (a) The representations and warranties of the Investor contained in this Agreement and the Partnership Agreement shall be true and correct at the time of closing; and (b) All proceedings in connection with the transactions contemplated hereby and all documents and instruments incident to such transactions shall be satisfactory in substance and form to the General Partner, the Fund and Cooley LLP, legal counsel to the Fund ("Fund Counsel"), and the General Partner, the Fund or Fund Counsel shall have received all such counterpart originals or certified or other copies of such documents as the General Partner may request. 5. Investor's Representations. In connection with the Investor's purchase of the Interest, the Investor makes the following representations and warranties on which the General Partner, the Fund and Fund Counsel are entitled to rely: (a) Except as otherwise disclosed in writing to the General Partner in this Agreement prior to the acceptance by the General Partner of the Investor's subscription: (0 To the best of the Investor's knowledge, the Investor does not control, nor is it controlled by, or under common control with, any other Limited Partner of the Fund. (ii) If an entity, the Investor has made investments prior to the date hereof or intends to make investments in the near future. If the Investor is an entity that has beneficial owners (as applicable), each beneficial owner of interests in the Investor has and will share in the same proportion of each such investment. 10 EFTA00810371 (iii) If an entity, the Investor's investment in the Fund will not constitute more than forty percent (40%) of the Investor's assets (including for this purpose any committed capital for an Investor that is an investment fund). The term "committed capital" includes all amounts which have been contributed to the Investor by its shareholders, partners, members or other beneficial owners plus all amounts which such persons remain obligated to contribute to the Investor. (iv) If the Investor is an entity that has beneficial owners (as applicable), the governing documents of the Investor require that each beneficial owner of the Investor, including, but not limited to, shareholders, partners and beneficiaries, participate through such beneficial owner's interest in the Investor in all of the Investor's investments and that the profits and losses from each such investment are shared among such beneficial owners in the same proportions as all other investments of the Investor. No such beneficial owner may vary such beneficial owner's share of the profits and losses or the amount of such beneficial owner's contribution for any investment made by the Investor. (v) If an entity, the Investor was not organized or recapitalized (and is not to be recapitalized) for the specific purpose of acquiring the Interest. The term "recapitalized" shall include new investments made in the Investor solely for the purpose of financing its acquisition of the Interest and not made pursuant to a prior financial commitment. (vi) The Investor does not have, in purchasing an Interest, a principal purpose of permitting the Fund to satisfy the 100-partner limitation contained in Treasury Regulations Section 1.7704-1(h)(1) and, to the best of the Investor's knowledge, no owner of a beneficial interest in the Investor has such a purpose. (vil) The Investor is not an "employee benefit plan," as defined in Section 3(3) of ERISA, that is subject to the provisions of Part 4 of Title I of ERISA, a "plan," as defined in Section 4975(e)(1) of the Code, that is subject to Section 4975 of the Code, or an entity that is deemed to be a "benefit plan investor" under the U.S. Department of Labor final plan assets regulation, 29 C.F.R. §2510.3-101, as amended (the "Regulation") and as modified by Section 3(42) of ERISA. (viii) The following representations are included with the intention of enabling the Fund to qualify for the benefit of a "safe harbor" under Treasury Regulations from treatment of the Fund as an entity subject to corporate income tax. Either: (1) The Investor is not a partnership, grantor trust, or Subchapter S corporation for U.S. federal income tax purposes, or (2) The Investor is a partnership, grantor trust, or Subchapter S corporation for U.S. federal income tax purposes, but (1) at no time during the term of the Fund will 65% or more of the value of any beneficial owner's direct or indirect interest in the Investor be attributable to the Investor's interests in the Fund, (2) less than 65% of the value of the Investor is attributable to the Investor's interests in the Fund, and (3) permitting the Fund to satisfy the 100-partner limitation set forth in Section 1.7704- 1(h)(1)(ii) of the Treasury Regulations is not a principal purpose of any 11 EFTA00810372  beneficial owner of the Investor in investing in the Fund through the Investor. If the Investor is unable to make either of such representations, the Investor hereby agrees to provide the General Partner, prior to the effective date of the purchase of the Interest, with evidence (including opinions of counsel, if requested) satisfactory in form and substance to the General Partner relating to the status of the Fund under Section 7704 of the Code. Further, if at any time after the effective date of the purchase of the Interest the Investor can no longer make either of such representations, the Investor shall promptly notify in writing the General Partner. (ix) Neither the Investor nor any of its Beneficial Ownersi has been subject to any Regulation D Rule 506(d) disqualifying event as defined below and is not subject to any proceeding or event that could result in any such disqualifying event ("Disqualifying Event"). The following representations apply to the Investor as well as each direct and indirect owner of the Investor that would own twenty percent (20%) or more of the Fund's Interests if such owner were a direct limited partner in the Fund (each a "Significant Owner"). By way of example only, if the Investor owns 40% of the Fund's Interests, the Investor would have a Significant Owner if one of the Investor's beneficial owners owns 50% or more of the outstanding equity of the Investor. Each of the enumerated instances below is a "Disqualifying Event." The Investor or any Beneficial Owner has been subject to a Disqualifying Event if such person: (1) Has been convicted within ten years of the date hereof of any felony or misdemeanor (i) in connection with the purchase or sale of any security, (ii) involving the making of any false filing with the U.S. Securities and Exchange Commission (the "SEC') or (iii) 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; (2) Is subject to any order, judgment or decree of any court of competent jurisdiction entered within five years of the date hereof that presently restrains or enjoins such person from engaging or continuing to engage in any conduct or practice (i) in connection with the purchase or sale of any security, (ii) involving the making of any false filing with the SEC or (iii) 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) Is subject to a final order of a state securities commission (or an agency or 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 U.S. 2 "Beneficial Owner" means an individual or entity who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares, or is deemed to have or share: (I) voting power, which includes the power to vote, or to direct the voting of, the Interest; andfor (2) investment power, which includes the power to dispose, or to direct the disposition of, the Interest, as determined consistent with Rule 13d-3 of the U.S. Securities Exchange Act of 1934 (the "Exchange Act'). 12 EFTA00810373  Commodity Futures Trading Commission; or the National Credit Union Administration that (i) as of the date hereof, bars such person from (A) association with an entity regulated by such commission, authority, agency or officer, (B) engaging in the business of securities, insurance or banking or (C) engaging in savings association or credit union activities or (ii) constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within ten years of the date hereof; (4) Is subject to any order of the SEC pursuant to Section 15(b) or 15B(c) of the Exchange Act or Section 203(e) or (f) of the Investment Advisers Act that as of the date hereof (i) suspends or revokes such person's registration as a broker, dealer, municipal securities dealer or investment adviser, (ii) places limitations on the activities, functions or operations of such person or (iii) bars such person from being associated with any entity or from participating in the offering of any penny stock; (5) Is subject to any order of the SEC entered within five years of the date hereof that presently orders such person to cease and desist from committing or causing a violation or future violation of CO any scienter- based anti-fraud provision of the federal securities laws or (ii) Section 5 of the Securities Act; (6) Is, as of the date hereof, suspended or expelled from membership in, or suspended or barred from association with a member of, 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) Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within five years of the date hereof, was the subject of a refusal order, stop order or order suspending the Regulation A exemption, or is presently the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued; or (8) Is subject to a United States Postal Service false representation order entered within five years of the date hereof or is presently 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) To the best of the Investor's knowledge, neither the Investor nor any Beneficial Owner or Significant Owner is currently the subject of any threatened or pending investigation, proceeding, action or other event that, if adversely determined, would give rise to any of the events described in clauses (1)-(8) above. 13 EFTA00810374 (x) The Investor will immediately notify the General Partner in writing if the Investor or any of its Beneficial Owners become subject to a Disqualifying Event at any date after the date hereof. In the event that the Investor or any Beneficial Owner becomes subject to a Disqualifying Event at any date after the date hereof, the Investor agrees and covenants to use its best efforts to coordinate with the General Partner (i) to provide documentation as reasonably requested by the General Partner related to any such Disqualifying Event and (ii) to implement a remedy to address the Investor's or the Beneficial Owner's changed circumstances such that the changed circumstances will not affect in any way the Fund's or its affiliates' ongoing and/or future reliance on the Rule 506 exemption under the Securities Act. The Investor acknowledges that, at the discretion of the General Partner, such remedies may include, without limitation, the waiver of all or a portion of the Investor's voting power in the Fund, the Investor's removal from the Fund, and/or the Investor's withdrawal from the Fund through the transfer or sale of its Interest in the Fund. The Investor also acknowledges that the General Partner may periodically request assurance that the Investor and its Beneficial Owners have not become subject to a Disqualifying Event at any date after the date hereof, and the Investor further acknowledges and agrees that the General Partner shall understand and deem the failure by the Investor to respond in writing to such requests to be an affirmation and restatement of the representations, warranties and covenants in this paragraph and paragraph 5(a)(ix). (xi) Except as otherwise disclosed in writing in this Agreement, the Investor and any Beneficial Owner of the Investor do not and will not "beneficially own" (within the meaning of Rule I3d-3 of the Exchange Act) any other limited partner interest in the Fund except for the interest subscribed to by the Investor in this Agreement, and the Investor and any Beneficial Owner of the Investor have not agreed with one or more other Limited Partners (or the "beneficial owners" of such Limited Partner(s)) to act together for the purpose of acquiring, holding, voting or disposing of limited partner interests in the Fund (within the meaning of Rule I 3d-5 of the Exchange Act). (xii) Neither the Investor nor one or more of the Investor's beneficial owners is either (A) a public agency, department, office or pension plan, or (B) subject (or is an agent, nominee, fiduciary, custodian or trustee of an entity which is itself subject) to (1) Section 552(a) of Title 5, of the United States Code (commonly known as the "Freedom of Information Act") or state freedom of information statutes or other similar federal, state, county or municipal public disclosure statutes or regulations, whether foreign or domestic, (2) disclosure obligations with respect to any of the Fund's Confidential Information to a government agency or other regulatory body, trading exchange, or other market where interests in such investor are sold or traded (or to the regulating body thereof), whether foreign or domestic, or (3) disclosure obligations with respect to any of the Fund's Confidential Information to a government body, agency or committee (including, without limitation, any disclosures required in accordance with the Ethics in Government Act of 1978, as amended, and any rules and regulations of any executive, legislative or judiciary organization), whether foreign or domestic. (ilii) The Investor acknowledges that neither the General Partner nor its Affiliates provide, or intend to provide, advice to the Fund with respect to investment 14 EFTA00810375  strategies that are "plans or programs for the investment of the proceeds of municipal securities or the recommendation of and brokerage of municipal escrow investments" (within the meaning of Rule 15Ba 1 -1 promulgated under the Exchange Act). The Investor represents and agrees that none of its contributions to the Fund will consist of "proceeds of municipal securities" (within the meaning of Rule 15Bal-1). (xiv) The Investor (a) is not resident or domiciled in a member state of the European Economic Area (an "EEA Member State") or in Switzerland, Guernsey or Jersey, (b) does not have, and is not part of a group that includes an entity that has, a registered office in an EEA Member State or in Switzerland, Guernsey or Jersey, (c) has made its own decision to invest, and is not following or implementing a decision to invest that was taken by, on the instructions of, or on behalf of any other legal or natural person who is resident or domiciled or has a registered office in an EEA Member State or in Switzerland, Guernsey or Jersey, and (d) does not have and is not relying to any extent on an investment manager with discretionary authority to make the decision to invest for the Interests on behalf of or for the account of the Investor, where that manager is resident or domiciled or has a registered office in an EEA Member State or in Switzerland, Guernsey or Jersey. If any of clauses (a) through (d) above are untrue, the Investor hereby certifies, represents and confirms the following: (1) Any document or information sent or otherwise communicated to the Investor relating to the Fund or any related investment was sent to the Investor at its request or that of its agent or representative and otherwise upon its own initiative; (2) The Investor is (i) a "professional investor", if Investor is resident or domiciled or has its registered office in an EEA Member State, as that term is used in and defined by the European Union's Markets in Financial Instruments Directive (2004/39/EC); (ii) a regulated financial intermediary, or a non-regulated "qualified investor", under the Swiss Federal Act on Collective Investment Schemes (CISA); or (iii) the nearest equivalent to a "professional investor", a regulated financial intermediary and/or a non-regulated "qualified investor" under the equivalent legislation of Guernsey or Jersey; (3) None of the Fund, the Management Company, the General Partner, or their respective members, managers, partners, principals, directors, officers, consultants, employees, affiliates, agents, personnel, and related persons have engaged in any "marketing", "distribution", or "promotion" of the Fund, and they have not "circulated" the Fund, to Investor and, as far as the Investor is aware, such persons have not engaged in any "marketing", "distribution", or "promotion" of, and they have not "circulated", the Fund in an EEA Member State, Switzerland, Guernsey or Jersey either. (For these purposes, (i) "marketing" has the meaning given to it in and by the Alternative Investment Fund Managers Directive (2011/61/EU); (ii) "distribution" has the meaning given to it in any by the Swiss Federal Act on Collective Investment Schemes (CISA); (iii) "promotion" has the meaning given to it in and by the Protection of Investors (Bailiwick of Guernsey) Law 1987; and (iv) "circulated' has 15 EFTA00810376  the meaning given to it in and by the Control of Borrowing (Jersey) Law 1947 and the Control of Borrowing (Jersey) Order 1958; (4) The Investor confirms that it was not solicited to express an interest in the Fund; (5) The Investor is aware that the Fund has not been approved for marketing, distribution, promotion or circulation in an EEA Member State, Switzerland, Guernsey or Jersey; and that interests in the Fund cannot be marketed, distributed, promoted, circulated, offered or sold in any of these jurisdictions without the permission of the relevant authorities; and (6) The Investor acknowledges, for the avoidance of doubt, that the indemnification obligations of the Investor pursuant to the indemnification provision in this Agreement apply to the Investor with respect to these matters. (b) The Investor has received, read and understands that certain Confidential Private Placement Memorandum, as it may be amended and supplemented from time to time (the "Memorandum"), the Partnership Agreement, and this Agreement, and acknowledges and agrees that the Memorandum, the Partnership Agreement and this Agreement constitute the sole offering materials on which the offer of the Interest to the Investor is based. No representations or warranties have been made to the Investor by the Fund, the General Partner or any agent of said persons, other than as set forth in the Memorandum, the Partnership Agreement and this Agreement. (c) The Investor is acquiring the Interest solely for the Investor's own account and not directly or indirectly for the account of any other person whatsoever (or, if the Investor is acquiring the Interest as a trustee, solely for the account of the trust or trust account named herein) for investment and not with a view to, or for sale in connection with, any distribution of the Interest. The Investor does not have any contract, undertaking or arrangement with any person to sell, transfer or grant a participation to any person with respect to the Interest. (d) The Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of the investment evidenced by the Investor's purchase of the Interest, and the Investor is able to bear the economic risk of such investment including the risk of complete loss. (e) The Investor has had access to such information concerning the Fund as the Investor deems necessary to enable the Investor to make an informed decision concerning the purchase of the Interest. The Investor has had access to representatives of the General Partner and the opportunity to ask questions of, and receive answers satisfactory to the Investor from, such representatives concerning the offering of Interests and the Fund generally. The Investor has obtained all additional information requested by the Investor to verify the accuracy of all information furnished in connection with the offering of Interests, evaluate the merits and risks of an investment in the Interest or otherwise relative to the proposed activities of the Fund. The Investor understands that the Interest has not been registered under the United States Securities Act of 1933, as amended (the "Securities Act") or any securities law of any 16 EFTA00810377  state of the United States or any other jurisdiction, in each case in reliance on an exemption for private offerings. (g) The Investor is aware that (i) the Investor must bear the economic risk of investment in the Interest for an indefinite period of time, possibly until final winding up of the Fund, (ii) because the Interest has not been registered under the Securities Act, there is currently no public market therefor and it is not anticipated that such a market will ever develop, (iii) the Investor may not be able to avail itself of the provisions of Rule 144 of the Securities Act with respect to the Interest, and (iv) the Interest cannot be sold or otherwise disposed of unless subsequently registered under the Securities Act or an exemption from such registration is available. The Investor understands that the Fund is under no obligation, and does not intend, to effect any such registration at any time. The Investor also understands that sales or transfers of the Interest are further restricted by the provisions of the Partnership Agreement and, as applicable, securities laws of other jurisdictions and the states of the United States. The Investor has no need for liquidity in connection with its purchase of the Interest, and is able to bear the risk of loss of its entire investment in the Interest. (h) The Investor agrees not to resell or otherwise transfer all or any part of the Interest, except as permitted by law, including without limitation, any regulations under the Securities Act and the applicable securities acts or similar statutes of the jurisdiction in which the Investor resides, including all regulations and rules of such laws, together with applicable published policy statements, instruments, notices and blanket orders or rulings of general applications (collectively, "Applicable Securities Laws"), and the terms of this Agreement and the Partnership Agreement. The transfer of the Interest and the substitution of another Limited Partner for the Investor is restricted by and subject to the terms of the Partnership Agreement and the consent of the General Partner. The Fund is relying on (and the offering is conditional upon) an exemption from the requirement to provide the Investor with a prospectus under the Applicable Securities Laws and, as a consequence of acquiring the Interest pursuant to such exemption, certain protections, rights and remedies provided by the Applicable Securities Laws, including statutory rights of rescission or damages, may not be or may only be partially available to the Investor, or others for whom it is contracting hereunder. Such persons may not receive information that would otherwise be required to be provided under the Applicable Securities Laws and the Fund is relieved from certain obligations that would otherwise apply under the Applicable Securities Laws. The Investor acknowledges that the Investor is purchasing the Interest without being furnished any offering literature or prospectus other than the Memorandum, the Partnership Agreement and this Agreement. The Investor did not rely on any information whatsoever, except for the Mem