EFTA01374145.pdf

AGP LP 519 Alpha Group Capital Paul Barrett (B) does not limit beneficial interests in the fund principally to trust accounts of Restricted Persons or Covered Investors; or ❑ (viii) an insurance company general, separate or investment account, and (A) the account is funded by premiums from 1,000 or more policyholders, or, if a general account, the insurance company has 1,000 or more policyholders, and (B) the insurance company does not limit the policyholders whose premiums are used to fund the account principally to Restricted Persons or Covered Investors, or, if a general account, the insurance company does not limit its policyholders principally to Restricted Persons or Covered Investors. The New Limited Partner acknowledges that in making representations to brokers, the Partnership will be relying upon the information provided by the New Limited Partner in this Section and agrees to notify the Partnership promptly when any representation made herein is no longer accurate. If the New Limited Partner is a corporation, partnership, limited liability company, trust or any other entity, the person signing this Section (i) is authorized to represent the New Limited Partner and (ii) has the full power and authority under the New Limited Partner's governing instruments to do so. SIXTH: If the New Limited Partner is a corporation, partnership or other entity, based on most recent valuations available, the New Limited Partner's investment in the Partnership constitutes less than forty percent (40%) of its net assets and the New Limited Partner agrees to notify the Partnership at the end of any quarter that its investment in the Partnership exceeds forty percent (40%) of its net assets. SEVENTH: If the New Limited Partner is a corporation, partnership, trust or other entity, (i) the person executing this Agreement and the Partnership Agreement for the New Limited Partner has the full power and authority under the New Limited Partner's governing instruments to do so and the New Limited Partner has the full power and authority under its governing instruments to become a limited partner in the Partnership; and (ii) the equity owners of the New Limited Partner share in the profits and losses of all investments of the New Limited Partner in the same way as the basis of their proportional ownership, and do not have non-pro rata interests in specified investments of the New Limited Partner. The New Limited Partner agrees to provide the General Partner with any additional information, including factual certificates or certified copies of goveming documents, that in the opinion of the General Partner, is appropriate or necessary to assist the General Partner in reviewing the New Limited Partner's eligibility and authorization to become a Limited Partner. EIGHTH: The New Limited Partner represents that the following individual or individuals are authorized to act on behalf of the New Limited Partner to give and receive instructions between the Partnership (or its representatives, including The Bank of New York Mellon (the "Administrator")) and the New Limited Partner. Such individuals are the only persons so authorized until further written notice to the Administrator, signed by one or more of such individuals. Name Specimen Signature NINTH: Any New Limited Partner that is investing the assets of a benefit plan or account and the person executing this Agreement or the "Additional Representation with Respect to Investment from an IRA or Self-Directed Pension Plan or by a Custodian or a Directed Trustee" (the "Additional Representation") on behalf of such New Limited Partner acknowledge that it is intended that the 11 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0068695 CONFIDENTIAL SDNY_GM_00214879 EFTA01374145