EFTA01121910.pdf

Name of Investor: Investment Representative: Investor Representative Phone #: VALAR GLOBAL FUND III LP SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRE 109191599v3 EFTA01121910  VALAR GLOBAL FUND HI LP SUBSCRIPTION INSTRUCTIONS A subscription to invest in Valar Global Fund III LP (the "Fund") may be made only by means of the completion, delivery and acceptance of the subscription documents in this package as follows: Completion of the following documents: o Subscription Agreement and Investor Questionnaire: Complete all requested information in this Subscription Agreement and Investor Questionnaire (the "Agreement") and date and sign a copy of the signature page. o Investor Information and Investor Type Representations: Complete all requested information in the Investor Infonnation fonn and the Investor Type Representations form attached as SCHEDULE A and SCHEDULE B, respectively. 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 attached as EXHIBIT B and EXHIBIT C, respectively. If you will be investing through multiple entities, please make additional copies of these documents as necessary, ensuring that all documents are completed for each entity investing in the Fund. DELIVERY INSTRUCTIONS. Investors must submit: o A completed copy of this Agreement; o An executed copy of the signature page to this Agreement; and o An original, executed Form W-9 or W-8, as applicable. These subscription documents should be delivered to the following address by overnight mail for delivery by the date specified in the correspondence accompanying this document. Documents may be delivered via facsimile (or by email as a PDF file): Valar Global Fund III LP do Cool LLP Attention: Ian O'Donnell Tel: Fax: Email: ADDITIONAL REQUIRED DOCUMENTS. Valar Ventures GP III LLC (the "General Partner") reserves the right to request any additional documentation necessary to verify the identity of a prospective limited partner in the Fund. Please be aware that your failure to provide such documentation may delay your acceptance by the General Partner or cause your subscription request to be rejected entirely. 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. 109191599 v3 EFTA01121911 PRIVACY. The Fund takes precautions to maintain the privacy of personal information concerning the Fund's current and prospective individual investors. For more information in this regard, please refer to the Privacy Policy attached hereto as EXHIBIT D. ADDITIONAL INFORMATION. For additional information concerning subscriptions, prospective investors should contact James Fitzgerald at or . For questions regarding the completion of these subscri tion documents, please contact Sandra Dayco-Coray, a senior paralegal at Cooley LLP, at or I L For legal questions related to your subscription or questions regarding the Partnership Agreement, please contact Ian O'Donnell or Hon bo (Robert) Bao of Cooley LLP, legal counsel to the Fund ("Fund Counsel"), at or or or respectively. 109191599 v3 EFTA01121912  Prospective Investor: Contact Person: Email: Telephone No: Fax No: State/Country of Domicile: Tax Identification Number: Capital Commitment (USD): $ VALAR GLOBAL FUND III LP SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRE THE OFFERING OF SECURITIES DESCRIBED HEREIN 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(2) OF THE SECURITIES ACT, WHICH EXEMPTS 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. A SUBSCRIBER SHOULD BE PREPARED TO BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE FUND FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE LIMITED 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 OF THE ISSUER TO REGISTER THE LIMITED PARTNERSHIP INTERESTS UNDER THE SECURITIES ACT OR THE LAWS OF ANY OTHER JURISDICTION. TRANSFER OF THE LIMITED PARTNERSHIP INTERESTS IS ALSO RESTRICTED BY THE TERMS OF THE LIMITED PARTNERSHIP AGREEMENT RELATING THERETO. 1 109191599 v3 EFTA01121913  PART I - APPLICABLE TO ALL INVESTORS Valar Global Fund III LP do Cooley L„ Ann: Ian O'Donnell Ladies and Gentlemen: This SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRE (this "Agreement") is entered into by and among VALAR VENTURES GP DI LLC, a Delaware limited liability company (the "General Partner"), VALAR GLOBAL FUND III 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 partnership interest in the Fund (the "Interest"), and admission as a Limited Partner therein pursuant to the Limited Partnership Agreement of the Fund (as 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 hereby subscribes for an Interest, and the General Partner, the Fund and the Investor hereby agree as follows: 1. Contribution. The Investor agrees to contribute, in installments, an aggregate amount as set forth on the signature page hereto (the Investor's "Capital Commitment") to the Fund 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 check made payable to "Valar Global Fund III LP" or by wire transfer pursuant to instructions provided by the General Partner prior to the due date of such payments. 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 and to perform all obligations therein 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 and absolute discretion, to reject this subscription, in whole or in part, and the subscription shall be deemed to be accepted by the General Partner only when the Investor has been admitted to the Fund as a Limited 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 Partnership as a holder of the Interest; 109191599 v3 2 EFTA01121914  (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 The Investor hereby undertakes in respect of the Interest that the Investor: CO 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 partial forfeiture in accordance with the terms of the Partnership Agreement. 4. Fund's 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 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 ("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) 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. (b) 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. (c) 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. 109191599 v3 3 EFTA01121915  (d) 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 the personnel at the General Partner and its Affiliates and the opportunity to ask questions of, and receive answers satisfactory to the Investor from, such persons concerning the offering of Interests in the Fund 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 in the Fund. (e) 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 state of the United States or any other jurisdiction, in each case in reliance on an exemption for private offerings, and 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. (f) 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, (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 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. (g) The Interest will not be transferred or disposed of except in accordance with the terms of this Agreement and the Partnership Agreement and will not be sold or transferred without registration under the Securities Act, or pursuant to an applicable exemption therefrom. (h) The Investor's full legal name, true and correct address of residence (for individuals) or principal place of business (for entities), phone number, fax number, electronic mail address, United States taxpayer identification number (each, if applicable) and other contact information are provided on SCHEDULE A hereto. (0 The execution and delivery of the Partnership Agreement and this Agreement, the consummation of the transactions contemplated thereby and the performance of the obligations thereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Investor is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Investor. (j) No suit, action, claim, investigation or other proceeding is pending or, to the best of the Investor's knowledge, is threatened against the Investor that questions the validity of the Partnership Agreement or this Agreement or any action taken or to be taken pursuant to the Partnership Agreement or this Agreement. (k) The Investor has full power and authority to make the representations referred to in this Agreement, to purchase the Interest pursuant to this Agreement and the Partnership 109191599 v3 4 EFTA01121916  Agreement and to deliver the Partnership Agreement and this Agreement. The Partnership Agreement and this Agreement create valid and binding obligations of the Investor and are enforceable against the Investor in accordance with their terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors' rights, and subject to general equity principles and to limitations on availability of equitable relief, including specific performance. The Investor acknowledges that the Investor understands the meaning and legal consequences of the representations and warranties made by the Investor herein. Such representations and warranties are complete and accurate, shall be complete and accurate at the time of closing and may be relied upon by the Fund, the General Partner and Fund Counsel. Said representations and warranties shall survive delivery of this Agreement and the Partnership Agreement. If in any respect such information shall not be complete and accurate prior to the time of closing, the Investor shall give immediate notice of such incomplete or inaccurate information to the General Partner, specifying which representations or warranties are not complete and accurate and the reasons therefor. (m) The Investor hereby agrees to indemnify and hold harmless the Fund, Fund Counsel, the General Partner, the Management Company and each member, managing member, manager, partner, principal, director, officer, advisor or employee thereof (each, an "Indemnified Party") from and against any and all loss, damage or liability due to or arising out of any inaccuracy or breach of any representation or warranty of the Investor or failure of the Investor to comply with any covenant or agreement set forth herein or in any other document furnished to any Indemnified Party specifically supplementing the infomiation in this subscription booklet by the Investor in connection with the subscription for an Interest. The Investor shall reimburse each Indemnified Party for its legal and other expenses (including the cost of any investigation and preparation) as they are incurred in connection with any such claim, action, proceeding or investigation. The reimbursement and indemnification obligations of the Investor under this paragraph shall survive any closing applicable to the Investor (or, if this Agreement is terminated pursuant to paragraph 3(b) above, such termination) and shall be in addition to any liability which the Investor may otherwise have (including, without limitation, liabilities under the Partnership Agreement), and shall be binding and inure to the benefit of any successors, assigns, heirs, estates, executors, administrators and personal representatives of the Indemnified Parties. (n) The Investor confirms that the Investor has been advised to consult with the Investor's attorney regarding legal matters concerning the Fund and to consult with independent tax advisers regarding the tax consequences of investing in the Fund. The Investor acknowledges that he, she or it understands that any anticipated United States federal or state income tax benefits may not be available and, further, may be adversely affected through adoption of new laws or regulations or amendments to existing laws or regulations. The Investor acknowledges and agrees that the Fund is providing no warranty or assurance regarding the ultimate availability of any tax benefits to the Investor by reason of the Investor's investment in the Fund. (o) The Investor understands that information relating to the Investor shall appear on the financial statements and other records of the Fund. The Investor acknowledges and agrees that other Partners may receive such information as permitted by the Partnership 109191599v3 5 EFTA01121917  Agreement or as required by applicable laws and may share such information with their advisors and other parties. (p) The Investor understands and agrees that the General Partner may cause the Fund to make an election under Section 754 of the Internal Revenue Code of 1986, as amended (the "Code") or an election to be treated as an "electing investment partnership" for purposes of Section 743 of the Code. If the Fund elects to be treated as an electing investment partnership, the Investor shall cooperate with the Fund and the General Partner to maintain that status and shall not take any action that would be inconsistent with such election. Upon request, the Investor shall provide the General Partner with any information necessary to allow the Fund to comply with (a) its obligations to make tax basis adjustments under Sections 734 or 743 of the Code and (b) its obligations as an electing investment partnership. (q) The Investor has carefully reviewed and understands the various risks of an investment in the Fund, as well as the fees and conflicts of interest to which the Fund is subject, as set forth in the Memorandum, the Partnership Agreement and this Agreement. The Investor hereby consents and agrees to the payment of the fees so described to the parties identified as the recipients thereof, and to such conflicts of interest. (r) The Investor acknowledges that the Investor has received the Privacy Policy Statement of the Fund contained in EXHIBIT D attached hereto. (s) The Investor hereby acknowledges that none of the General Partner, the Management Company nor their respective affiliates provide, or intend to provide, advice to the Fund with respect to investment 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 Securities 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). (t) Except as disclosed in writing to the General Partner, neither the Investor nor any Beneficial Owner2 has been subject to any of the following "Disqualifying Events" specified below during the time periods specified below: If the Investor, and/or any Beneficial Owner has been subject to a Disqualifying Event, and either (i) the court or regulatory authority that entered the relevant order, judgment or decree has advised in writing (whether contained in the relevant judgment, order or decree or separately to the SEC or its staff) that disqualification under paragraph (d)(1) of Rule 506 under the Securities Act should not arise as a consequence of such order, judgment or decree, or (ii) the SEC has issued an exemption from paragraph (dX1) of Rule 506 with respect to such event, the Investor may provide a certified copy of such order, judgment, decree or exemption. 2 For the purposes of the representations under this subparagraph (t), "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; and/or (2) investment power, which includes the power to dispose, or to direct the disposition of, the Interest, as determined consistent with Rulel3d-3 of the U.S. Securities Exchange Act of 1934 (the "Exchange Act"). 109191599 v3 6 EFTA01121918  (i) Has been convicted, within the ten-year period ending on the date hereof, of any felony or misdemeanor: (A) In connection with the purchase or sale of any security; (B) Involving the making of any false filing with the Securities and Exchange Commission (the "SEC); or (C) 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; (ii) Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within the five-year period ending on the date hereof, that, at this date, restrains or enjoins such person from engaging or continuing to engage in any conduct or practice: (A) In connection with the purchase or sale of any security; (B) Involving the making of any false filing with the SEC; or (C) 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; (iii) 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. Commodity Futures Trading Commission (the "CFTC); or the National Credit Union Administration that: (A) On the date hereof, bars the person from: (1) Association with an entity regulated by such commission, authority, agency or officer; (2) Engaging in the business of securities, insurance or banking; or (3) Engaging in savings association or credit union activities; or (B) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct entered within the ten- year period ending on the date hereof; (iv) Is subject to an order of the SEC entered pursuant to Section 15(b) or 15B(c) of the Exchange Act or Section 203(e) or (f) of the Investment Advisers Act of 1940 that, as of the date hereof: (A) Suspends or revokes such person's registration as a broker, dealer, municipal securities dealer or investment adviser; (B) Places limitations on the activities, functions or operations of such person; or 109191599v3 7 EFTA01121919  (C) Bars such person from being associated with any entity or from participating in the offering of any penny stock; (v) Is subject to any order of the SEC entered within the five-year period ending on the date hereof that, as of the date hereof, orders the person to cease and desist from committing or causing a violation or future violation of: (A) Any scienter-based anti-fraud provision of the federal securities laws, including without limitation Section 17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, Section 15(c)(1) of the Exchange Act and Section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (B) Section 5 of the Securities Act; (vi) Is 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; (vii) 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 the five-year period ending on the date hereof, was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is, as of the date hereof, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued; or (viii) Is subject to a United States Postal Service false representation order entered within the five-year period ending on the date hereof, or is, as of the date hereof, 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. (u) Except as disclosed in writing to the General Partner, to the best of the Investor's knowledge, neither the Investor nor any Beneficial Owner: (i) is subject to any action, proceeding or investigation or any impending action, order, judgment, or decree that could give rise to any Disqualifying Event with respect to the Investor or such Beneficial Owner; (ii) has filed or expects to file (as registrant or issuer), or was named (or expects to be named) as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC; or (iii) is a member or a person associated with a member of a registered national securities exchange or a registered national or affiliated securities association. (v) Except as disclosed in the space provided below, neither the Investor nor any Beneficial Owner: 109191599v3 8 EFTA01121920  (i) "beneficially owns" (within the meaning of Rule 13d-3 of the Exchange Act) any other limited partnership interest in the Fund, except for the Interest subscribed to hereunder, or will "beneficially own" such other interest in the Fund upon the acceptance of a subscription agreement for such other interest by the General Partner. (ii) has 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 partnership interests in the Fund (within the meaning of Rule 13d-5 of the Exchange Act). Please disclose in the space provided below the identities of (i) any other Limited Partner with whom the Investor or any Beneficial Owner owns a separate interest in the Fund, and (i) any other Limited Partner (or "beneficial owner" of such Limited Partner) with whom the Investor or any Beneficial Owner has agreed to act together for the purpose of acquiring, holding, voting or disposing of a limited partnership interest in the Fund. Other Limited Partner(s) (w) If the Investor or any Beneficial Owner has 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 partnership interests in the Fund, the group formed thereby is not subject to any Disqualifying Event. The Investor hereby undertakes to promptly notify the General Partner if the responses to the subparagraphs (0 to (w) become inaccurate at any time, including any time following the admission of the Investor as a Limited Partner of the Fund. 6. Anti•Money Laundering Regulations. The Investor hereby acknowledges that the General Partner's and the Fund's intent is to comply with all applicable United States federal, state and local laws designed to combat money laundering and similar illegal activities, including the provisions of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 ("PATRIOT Act"). In furtherance of such efforts, the Investor hereby represents, covenants, and agrees that, to the best of Investor's knowledge based on reasonable investigation: (a) None of the Investor's capital contributions to the Fund (whether payable in cash or otherwise) shall be derived from money laundering or similar activities deemed illegal under United States federal laws and regulations. (b) To the extent within the Investor's control, none of Investor's capital contributions to the Fund will cause the Fund or any of its personnel to be in violation of United States federal anti-money laundering laws, including without limitation the Bank Secrecy Act (31 U.S.C. 5311 et seq.), the United States Money Laundering Control Act of 1986 or the 109191599 v3 9 EFTA01121921  International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, and any regulations promulgated thereunder. (c) When requested by the General Partner, the Investor will provide any and all additional information, and the Investor understands and agrees that the General Partner may release confidential information about the Investor and, if applicable, any underlying beneficial owner or Related Person to any person, deemed reasonably necessary to ensure compliance with all applicable laws and regulations concerning money laundering and similar activities. The General Partner reserves the right to request any information as is necessary to verify the identity of the Investor and the source of any payment to the Fund. In the event of delay or failure by the Investor to produce any information required for verification purposes, the subscription by the investor may be refused. (d) The Investor represents and warrants neither it, nor any person or entity controlled by, controlling or under common control with the Investor, any of the Investor's beneficial owners, any person for whom the Investor is acting as agent or nominee in connection with this investment, nor in the case of an Investor which is an entity, any Related Persons is: a Prohibited Investor; (ii) a Senior Foreign Political Figure,5 any member of a Senior Foreign Political Figure's "immediate family," which includes the figure's parents, siblings, spouse, children and in-laws, or any Close Associate' of a Senior Foreign Political Figure, or a person or entity resident in, or organized or chartered under, the laws of a Non-Cooperative Jurisdiction; (iii) a person or entity resident in, or organized or chartered under, the laws of a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the PATRIOT Act as warranting special measures due to money laundering concerns; or 3 with respect to any entity, any interest holder, director, senior officer, trustee, beneficiary or grantor of such entity; provided that in the case of an entity that is a publicly traded company or a tax qualified pension or retirement plan in which at least 100 employees participate that is maintained by an employer that is organized in the U.S. or is a U.S. government entity (a "Qualified Plan"), the term "Related Person" shall exclude any interest holder holding less than 5% of any class of securities of such publicly traded company and beneficiaries of such Qualified Plan. 4 For purposes of this subparagraph (d), "Prohibited Investor" shall mean a person or entity whose name appears on (i) the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control; (ii) other lists of prohibited persons and entities as may be mandated by applicable law or regulation; or (iii) such other lists of prohibited persons and entities as may be provided to the Fund in connection therewith. For purposes of this subparagraph (d), "Senior Foreign Political Figure" shall mean a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a Senior Foreign Political Figure includes any corporation, business or other entity that has been formed by, or for the benefit of, a Senior Foreign Political Figure. 6 For purposes of this subparagraph (d), "Close Associate of a Senior Foreign Political Figure" shall mean a person who is widely and publicly known internationally to maintain an unusually close relationship with the Senior Foreign Political Figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the Senior Foreign Political Figure. 7 For purposes of this subparagraph (d), "Non-Cooperative Jurisdiction" shall mean any foreign country that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Task Force on Money Laundering, of which the U.S. is a member and with which designation the U.S. representative to the group or organization continues to concur. 109191599 v3 10 EFTA01121922  (iv) a person or entity who gives Investor reason to believe that its funds originate from, or will be or have been routed through, an account maintained at a Foreign Shell Bank,8 an "offshore bank," or a bank organized or chattered under the laws of a Non-Cooperative Jurisdiction. (e) If the Investor is purchasing the Interest as agent, representative, intermediary/nominee or in any particular capacity for any other person, or is otherwise requested to do so by the General Partner, it shall provide a copy of its anti-money laundering policies ("AML Policies") to the General Partner. The Investor represents that it is in compliance with its AML Policies, its AML Policies have been approved by counsel or internal compliance personnel reasonably informed of anti-money laundering policies and their implementation and it has not received a deficiency letter, negative report or any similar determination regarding its AML Policies from independent accountants, internal auditors or some other person responsible for reviewing compliance with its AML Policies. (f) The Investor hereby agrees to immediately notify the General Partner if it knows, or has reason to suspect that any of the representations in this paragraph 6 have become incorrect or if there is any change in the information affecting these representations and covenants. (g) The Investor agrees that, if at any time it is discovered that any of the foregoing anti- money laundering representations are incorrect, or if otherwise required by applicable laws or regulations related to money laundering and similar activities, the General Partner may undertake appropriate actions, and the Investor agrees to cooperate with such actions, to ensure compliance with such laws or regulations, including, but not limited to segregation and/or redemption of the Investor's Interest in the Fund or freezing the Investor's account. 7. Withholding. The General Partner is required to withhold a certain portion of the taxable income and gain allocated or distributed to each Investor unless the Investor provides documentation confirming that such Investor is not subject to withholding, or is subject to a reduced rate of withholding. The following information is provided to assist the Investor in complying with the U.S. rules for backup withholding and withholding with respect to income earned by foreign persons. This information is only a summary, and is not a substitute for the advice of a tax advisor. Each Investor is urged to consult with a tax advisor concerning the application of the U.S. withholding rules to such Investor. For purposes of this subparagraph (d), "Foreign Shell Bank" shall mean a Foreign Bank without a Physical Presence in any country, but does not include a Regulated Affiliate. A "Foreign Bank" shall mean an organization that (9 is organized under the laws of a foreign country, (ii) engages in the business of banking, (iii) is recognized as a bank by the bank supervisory or monetary authority of the country of its organization or principal banking operations, (iv) receives deposits to a substantial extent in the regular course of its business, and (v) has the power to accept demand deposits, but does not include the U.S. branches or agencies of a foreign bank. "Physical Presence" shall mean a place of business that is maintained by a Foreign Bank and is located at a fixed address, other than solely a post office box or an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities, at which location the Foreign Bank (i) employs one or more individuals on a full-time basis, (ii) maintains operating records related to its banking activities, and (iii) is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities. "Regulated Affiliate" shall mean a Foreign Shell Bank that is an affiliate of a depository institution, credit union or Foreign Bank that maintains a Physical Presence in the U.S. or a foreign country regulating such affiliated depository institution, credit union or Foreign Bank. 109191599 v3 II EFTA01121923  The type of documentation required by the Investor is a function of whether the Investor is a Foreign Person or a United States person. "Foreign Persons" include nonresident aliens, foreign corporations, foreign partnerships, foreign trusts or foreign estates (as each of those terms is defined in the Code and Treasury Regulations). "United States person" has the meaning set forth in EXHIBIT A. In the case of entities that are disregarded for purposes of U.S. tax law (e.g., fiscally transparent entities with a single owner that have not elected to be taxed as a corporation for U.S. tax purposes), such entities are treated as United States persons or Foreign Persons depending on the residence and status of their owners, rather than on where the disregarded entities are organized. Thus, an investor that is a U.S. disregarded entity with a foreign owner will generally be treated as a Foreign Person and should complete and submit the appropriate Form W-8 (as discussed below) based on the owner's status. An investor that is a foreign disregarded entity with a U.S. owner will generally be treated as a United States person and should complete and submit Form W-9 (as discussed below). If the Investor is a United States person, please complete IRS Form W-9 (provided with instructions as EXHIBIT B hereto). Such Investor agrees to notify the General Partner within sixty (60) days if the Investor ceases to be a United States person. If the Investor is a Foreign Person, please complete either Form W-8BEN, W-8BEN-E, Form W- 8ECI, Form W-8EXP or Form W-8IMY (along with any accompanying withholding certificates, if appropriate), in accordance with the instructions provided below and the printed instructions included with the appropriate form. Each of these forms and their instructions is included as part of EXHIBIT C hereto. These forms must be updated and provided again to the General Partner in certain circumstances, as described in the printed instructions provided with each form. The following summary guidelines are provided for the benefit of those Foreign Persons required to provide Form W-8. In addition to the information provided herein, please refer to the printed instructions included in EXHIBIT C hereto for more detailed guidelines. (a) The following Foreign Persons should complete and provide Form W-8EXP: (i) a foreign government; (ii) an int