EFTA01384720.pdf

HUBUS133 Alpha Group Capital HUDSON BAY FUND LP GENERAL ELIGIBILITY REPRESENTATIONS V. OUALIFIED PURCHASER STATUS The Investor hereby certifies that the Investor is a "qualified purchaser" under the Company Act because: (A) Individuals, Individual Retirement Accounts, Keogh Plans and other Self-Directed Defined Contribution Plans The Investor or, if the Investor is an Individual Retirement Account, Keogh Plan or other Initial Self-Directed Defined Contribution Plan in which a participant may exercise control over the investment of assets credited to his or her account, the investing participant, is a qualified purchaser because he/she (alone, or together with his/her spouse, if investing jointly) owns not less than $5,000,000 in investments.. (B) "Family" Corporations, Foundations, Endowments, Section 501(c)(3) Organizations, Trusts or Other "Family" Entities The Investor: (i) was not formed for the specific purpose of investing in the Partnership; (ii) Initial owns not less than $5,000,000 in investments; and (iii) is owned directly or indirectly by or for (a) two or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption; (b) spouses of such persons; (c) the estates of such persons: or (d) foundations. Section 501(c)(3) organizations or trusts established by or for the benefit of such persons. For these purposes, the term "investments" shall have the meaning assigned to such term in Rule 2a51-1 under the Company Act, which generally includes: (i) securities (as defined in the Securities Act), except for securities of issuers controlled by the Investor ("Control Securities"), unless (A) the issuer of the Control Securities is itself a registered or private investment company or is exempted from the definition of investment company by Rule 3a-6 or Rule 3a-7 under the Company Act, (B) the Control Securities represent securities of an issuer that files reports pursuant to Section 13 or 15(d) of the Exchange Act, (C) the issuer of the Control Securities has a class of securities listed on a designated offshore securities market under Regulation S under the Securities Act, or (U) the issuer of the Control Securities is a private company with shareholder:: equity not less than S50 million determincx1 in accordance with generally accepted accounting principles, as reflected in the companys most recent financial statements (provided such financial statements were issued within 16 months of the date of Investor's purchase of an Interest); (ii) futures contracts or options thereon held for investment purposes; (iii) physical commodities held for investment purposes; (iv) swaps and other similar financial contracts entered into for investment purposes; (v) real estate held for investment purposes: and (vi) cash and cash equivalents held for investment purposes. /Vote: In determining whether the 55 million or $25 million thresholds are met, investments can be valued at cost orfair market value as of a recent date. If investments have been acquired with indebtedness, the amount of the indebtedness must be deducted in determining whether the threshold has been met. DOC ID - 9978674.66 27 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0085184 CONFIDENTIAL SONY GM_00231388 EFTA01384720