EFTA01374147.pdf

AGP LP 519 Alpha Group Capital Paul Barrett Prohibited Person, (ii) the funds invested in the Partnership on the New Limited Partner's own behalf or, if applicable, on behalf of any of its beneficial owner(s), were not and are not derived from activities that may contravene any U.S. or international laws and regulations, including anti-money laundering laws and regulations, and (iii) to the extent the New Limited Partner has any beneficial owners,'' (a) it has carried out thorough due diligence to establish the identities of such beneficial owners and has complied with all applicable anti-money laundering and similar laws, regulations and orders to which the New Limited Partner is subject, (b) based on such due diligence, the New Limited Partner reasonably believes that no such beneficial owners are Prohibited Persons, (c) it holds the evidence of such identities and status and will maintain all such evidence for at least five years from the date of the New Limited Partners complete withdrawal from the Partnership, and (d) it will make available such information and any additional information requested by the Partnership that is required under applicable regulations. (c) If any of the foregoing representations, warranties or covenants ceases to be true or if the Partnership no longer reasonably believes that it has satisfactory evidence as to their truth, notwithstanding any other agreement to the contrary, the Partnership may, in accordance with applicable regulations, be obligated to freeze the New Limited Partners investment, either by prohibiting additional investments, declining or suspending any withdrawal requests and/or segregating the assets constituting the investment, or the New Limited Partners investment may immediately be involuntarily withdrawn by the Partnership, and the Partnership may also be required to report such action and to disclose the New Limited Partners identity to OFAC or other authority. In the event that the Partnership is required to take any of the foregoing actions, the New Limited Partner understands and agrees that it shall have no claim against the Partnership, the General Partner, the Investment Manager, the Administrator, or their respective affiliates, directors, members, partners, shareholders, officers, employees and agents for any form of damages as a result of any of the aforementioned actions. (d) The New Limited Partner understands and agrees that any withdrawal proceeds paid to it will be paid to the same account from which the New Limited Partners investment in the Partnership was originally remitted, unless the Administrator, in its sole discretion, agrees otherwise. (e) The New Limited Partner agrees to indemnify and hold harmless the Partnership, the General Partner, the Investment Manager, the Administrator and their respective affiliates, directors, members, partners, shareholders, officers, employees and agents from and against any and all losses, liabilities, damages, penalties, costs, fees and expenses (including legal fees and disbursements) which may result, directly or indirectly, from any inaccuracy in or breach of any representation, warranty, covenant or agreement set forth in this Agreement. SEVENTEENTH: If the New Limited Partner is a privately held entity, and the New Limited Partner is not (i) a fund of funds, (ii) a trust or (iii) an entity that invests on behalf of third parties, then the New Limited Partner must submit a completed copy of the attached Annex D of Appendix G listing the name of each person who directly, or indirectly through intermediaries, is the beneficial owner of 10% or more of any voting or non-voting class of equity interests of the New Limited Partner, and the names of the New Limited Partners directors, general partners, or members, as applicable. The New Limited Partner represents and warrants that the list it provides will be complete, and that it will promptly update the Partnership with new beneficial ownership information at such time as the provided information is no longer true and complete. A New Limited Partner that is a privately held entity must complete Annex D of Appendix G regardless of whether it has any 10% beneficial owners. EIGHTEENTH: The New Limited Partner hereby agrees that any representation made hereunder will be deemed to be reaffirmed by him or her at any time he or she makes an additional '7 Beneficial owners will Include, but not be limited to: (i) shareholders of a corporation; (ii) partners of a partnership; (xi) members of a limited liability company; (Iv) Investors in a fund-of-funds; (v) the grantor of a revocable or grantor trust; (vi) the beneficiaries of an irrevocable trust: (vii) the individual who established an IRA: (viii) the participant in a self-directed pension plan; (ix) the sponsor of any other pension plan; and (x) any person being represented by the New Limited Partner in an agent, representative, intermediary, nominee or similar capacity. If the beneficial owner is itself an entity, the Information and representations set forth herein must also be given with respect to its individual beneficial owners. If the New Limited Partner is a publicly-traded company, it need not conduct due diligence as to its beneficial owners. 14 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0068698 CONFIDENTIAL SDNY_GM_00214882 EFTA01374147