EFTA00604465.pdf

Honeycomb Ventures I LP Subscription Documents General Partner: Honeycomb Advisors LLC DOC ID - 26358443.8 EFTA00604465  INVESTMENT PROCEDURES Prospective investors should read the Limited Partnership Agreement of the Partnership and this booklet prior to subscribing to the Partnership. If you are interested in subscribing for an Interest (as defined herein), please complete all applicable pages as indicated below and promptly return this booklet, including adequate anti-money laundering documentation if requested, by one of the following methods to Honeycomb Advisors, LLC (the "General Partner") no later than three business days prior to the date of subscription: 1. Send via e-mail to 2. Send via mail to: Honeycomb Ventures I LP Attention: Dominique Ahumada If you send your completed subscription documents and any supporting documentation using e-mail, you do not need to send the original documents by mail. If you send any such materials using e-mail please use encrypted password protected format. ❑ Investor Profile Form (pages 11-16) ❑ General Eligibility Representations (pages 17-58) ❑ Tax Information (page 20) ❑ Subscription Agreement Signature Page (page 59) ❑ Limited Partnership Agreement Signature Page (page 61) ❑ Notarization Acknowledgment (page 62) DOC ID - 26358443.8 EFTA00604466  WIRING INSTRUCTIONS You must wire the payment from an account in your name. If you are not wiring your payment from a bank located in an Approved FATF Country' you must contact the General Partner for further instructions prior to wiring your payment, which may result in a delay in your subscription. Bank: JPMorgan Chase Bank, N.A. Address: 270 Park Avenue Nev 'cHr NY 10017 ABA #: Account Name: Hone comb Ventures I LP Account Number: Reference: (Name of Subscriber) IMPORTANT 1. Please have the wiring bank identify the name of the prospective investor on the wire transfer. 2. We recommend that the wiring bank charge its wiring fees separately so that the amount for which you are subscribing may be invested in full. 3. Completed and executed copies of the Subscription Agreement (as defined herein), including adequate anti- money laundering documentation, must be received by the General Partner at least three (3) business days prior to the date of subscription. Payment in United States currency, by bank-to-bank transfer of the amount of the subscription must be received by the General Partner at least two (2) business days prior to the date of subscription. Any such time limitations may be waived by the General Partner in its sole discretion. 4. In order to comply with anti-money laundering regulations applicable to the Partnership, the Investor may be required to have the financial institution responsible for remitting subscription monies on behalf of the Investor, complete and send the bank reference letter in the Investor Profile Form to the General Partner. CLEARED FUNDS MUST BE IN THE PARTNERSHIP'S ACCOUNT TWO BUSINESS DAYS PRIOR TO THE DATE ON WHICH THE INVESTOR IS ADMITTED TO THE PARTNERSHIP OR NO LATER THAN JULY 5, 2017. As of the date hereof, approved countries that are members of the Financial Action Task Force on Money Laundering (each, an "Approved FATF Country) are: Argentina. Australia. Austria, Belgium, Brazil. Canada. Denmark. Finland. France. Germany. Greece. Hong Kong. Iceland. Ireland. Italy. Japan. Luxembourg. Mexico. Kingdom of the Netherlands. New Zealand. Norway. Ponugal. Singapore. South Africa. Spain. Sweden. Switzerland. Turkey. United Kingdom and the United States. DOC ID - 26358443.8 EFTA00604467  SUBSCRIPTION AGREEMENT Honeycomb Ventures I LP Telephone: Email: Attn.: Dominique Ahumada Re: Honeycomb Ventures I LP-Issuance of Limited Partnership Interests The undersigned (the "Investor") wishes to become a limited partner of Honeycomb Ventures I LP (the "Partnership"), a Delaware limited partnership, and to subscribe for a limited partnership interest (an "Interest") in the Partnership upon the terms and conditions set forth herein and in the Limited Partnership Agreement of the Partnership, as the same may be amended from time to time (the "Partnership Agreement"). Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Partnership Agreement. Accordingly, the Investor agrees as follows: I. SUBSCRIPTION FOR AN INTEREST (A) The Investor irrevocably agrees to become a limited partner of the Partnership (a "Limited Partner") and, in connection therewith, subscribes for and agrees to purchase an Interest in and to make a capital contribution (a "Capital Contribution") to the Partnership. (B) The Investor acknowledges and agrees that the Partnership reserves the right to reject this subscription for any reason or no reason, in whole or in part, and at any time prior to its acceptance. If the subscription is rejected, the Payment will be returned promptly to the Investor and this subscription agreement (together with the Investor Profile Form and the General Eligibility Representations, collectively, the "Subscription Agreement") shall have no force or effect. Upon acceptance of this subscription by the Partnership, the Investor shall become a Limited Partner. (C) The Investor acknowledges and agrees that the General Partner may return previously accepted Capital Contributions (e.g., in the event the Partnership is "cut-back" from any investment opportunity) without interest. Any such reduction shall be done in an amount and in a manner determined by the General Partner in its sole and absolute discretion. II. REPRESENTATIONS AND COVENANTS OF THE INVESTOR (A) The Investor agrees that it will not resell, reoffer or otherwise transfer the Interest without registration under the Securities Act of 1933, as amended (the "Securities Act"), or an exemption therefrom. The Investor acknowledges that the Interest subscribed for hereunder has not been and will not be registered under the Securities Act or any U.S. state securities laws or the laws of any other jurisdiction and, therefore, cannot be resold, reoffered or otherwise transferred unless it is so registered or an exemption from registration is available. The Investor acknowledges that the Partnership is under no obligation to register the Interest on the Investor's behalf or to assist the Investor in complying with any exemption from registration under the Securities Act or any other law. The Investor acknowledges that the Interest can only be transferred with the approval of the Honeycomb Advisors, LLC (the "General Partner") in accordance with the Partnership Agreement. The Investor acknowledges that the General Partner in its sole discretion may cause a compulsory withdrawal of all or any portion of the Investor's Interest in accordance with the Partnership Agreement. DOC ID - 26358443.8 1 EFTA00604468  (B) The Investor has received, carefully read and understands the Partnership Agreement. The Investor acknowledges receipt of Part 2A of Form ADV of Honeycomb Asset Management LP (the "Manager"), on or before the date of any subscription for Interests. The Investor acknowledges and agrees that it has made an independent decision to invest in the Partnership and that, in making its decision to subscribe for an Interest, or making a subsequent investment decision with respect to the Partnership, the Investor can rely only on information included in this Subscription Agreement and the Partnership Agreement (together, the "Constitutional Documents"), the Manager's Form ADV and any Additional Information. "Additional Information" means any information, other than information included in the Constitutional Documents, concerning the terms and conditions of the Interests or the status of the Partnership, communicated in writing to the Investor by the Partnership or the Manager and expressly identified as information upon which the Investor may rely in making its decision to invest in the Partnership. The Investor acknowledges and agrees that if Additional Information contradicts, modifies, supplements or amends any information included in the Constitutional Documents, the Constitutional Documents will control. The Investor is not relying on the Partnership, the General Partner or the Manager or any other person or entity with respect to the legal, tax and other economic considerations involved in this investment other than the Investor's own advisers. The Investor's investment in the Interest is consistent with the investment purposes, objectives and cash flow requirements of the Investor and will not adversely affect the Investor's overall need for diversification and liquidity. The Investor acknowledges that it is not subscribing pursuant hereto for an Interest as a result of, or pursuant to: (i) any advertisement, article, notice or other communications published in any newspaper, magazine or similar media (including any internet site whose information about the Partnership is not password protected) or broadcast over television or radio; or (ii) any seminar or meeting whose attendees, including the Investor, had been invited as a result of, or pursuant to, any of the foregoing. (C) The Investor has not and shall not reproduce, duplicate or deliver the Partnership Agreement or this Subscription Agreement to any other person, except professional advisers to the Investor or as authorized by the General Partner. Notwithstanding anything to the contrary herein, the Investor (and each employee, representative or other agent of the Investor) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of: (i) the Partnership and (ii) any of the Partnership's transactions, and all materials of any kind (including, without limitation, opinions or other tax analyses) that are provided to the Investor relating to such tax treatment and tax structure, it being understood that "tax treatment" and "tax structure" do not include the name or the identifying information of (i) the Partnership or (ii) the parties to a transaction (including the issuer of any financial instruments). (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 Investor's investment in the Partnership and is able to bear such risks, and has obtained, in the Investor's judgment, sufficient information from the General Partner to evaluate the merits and risks of such investment. The Investor has evaluated the risks of investing in the Partnership, understands there are substantial risks of loss incidental to the purchase of an Interest and has determined that the Interest is a suitable investment for the Investor. (E) The Investor is aware of the limited provisions for transferability and withdrawal from the Partnership. The Investor has no need for liquidity in this investment, can afford a complete loss of the investment in the Interest and can afford to hold the investment for an indefinite period of time. (F) The Investor is acquiring the Interest for its own account, for investment purposes only and not with a view toward distributing or reselling the Interest in whole or in part. DOC ID - 26358443.8 2 EFTA00604469  (G) The Investor acknowledges that: (i) the Interests have not been approved or disapproved by any securities regulatory authority in any jurisdiction including without limitation any securities regulatory authority of any State of the United States or by the Securities and Exchange Commission (the "SEC"); and (ii) the representations, warranties, covenants, undertakings and acknowledgments made by the Investor in this Subscription Agreement will be relied upon by the Partnership, the General Partner and the Manager in determining the Investor's suitability as a purchaser of an Interest and the Partnership's compliance with federal and state securities laws, and shall survive the Investor's admission as a Limited Partner. (H) The Investor has all requisite power, authority and capacity to acquire and hold the Interest and to execute, deliver and comply with the terms of each of the instruments required to be executed and delivered by the Investor in connection with the Investor's subscription for the Interest, including this Subscription Agreement, and such execution, delivery and compliance does not conflict with, or constitute a default under, any instruments governing the Investor, or violate any law, regulation or order, or any agreement to which the Investor is a party or by which the Investor may be bound. If the Investor is an entity, the person executing and delivering each of such instruments on behalf of the Investor has all requisite power, authority and capacity, and has been duly authorized, to execute and deliver such instruments, and, upon request by the Partnership or the General Partner, will furnish to the Partnership true and correct copies of any instruments governing the Investor, including all amendments to any such instruments and all authorizations. This Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable in accordance with its terms. (I) All information that the Investor has provided to the Partnership or the General Partner concerning the Investor, the Investor's status, financial position and knowledge and experience of financial, tax and business matters, or, in the case of an investor that is an entity, the knowledge and experience of financial, tax and business matters of the person making the investment decision on behalf of such entity, is correct and complete as of the date set forth herein. The Investor acknowledges that the Partnership will not register as an investment company under the Investment Company Act of 1940, as amended (the "Company Act"), nor will it make a public offering of its securities within the United States. The Investor acknowledges that the Partnership complies with Section 3(c)(7) of the Company Act, which permits private investment companies (such as the Partnership) to sell their interests in the United States without registration as an investment company. If the Investor is an entity, the Investor represents and warrants that: (i) it was not formed for the purpose of investing in the Partnership; (ii) it does not invest more than 40% of its total assets in the Partnership; (iii) each of its beneficial owners participates in investments made by the Investor pro rata in accordance with its interest in the Investor and, accordingly, its beneficial owners cannot opt- in or opt-out of investments made by the Investor; and (iv) its beneficial owners did not and will not contribute additional capital (other than previously committed capital) for the purpose of purchasing the Interests. If the Investor is an entity that was formed on or before April 30, 1996 and is a company excepted from the definition of an "investment company" under the Company Act pursuant to Section 3(c)(1) or 3(c)(7) thereof (an "Excepted Investment Company"), or is an Excepted Investment Company that is beneficially owned by such an entity, the Investor represents and warrants that it has obtained all requisite consents to be treated as a "qualified purchase?' under the Company Act from its trustees, directors, general partners or direct and indirect beneficial owners, in accordance with Section 2(a)(51)(C) of the Company Act and the rules promulgated thereunder. DOC ID - 26358443.8 3 EFTA00604470  (K) The Investor acknowledges that Schulte Roth & Zabel LLP ("SRZ") has been engaged by the General Partner and the Manager to represent them and the Partnership as U.S. legal counsel in connection with the organization of the Partnership and the offering of Interests. The Investor also acknowledges that no separate counsel has been engaged to independently represent the Limited Partners, including the Investor, in connection with the formation of the Partnership, or the offering of the Interests. The Investor acknowledges that SRZ will represent the Partnership on matters for which it is retained to do so by the General Partner. The Investor also acknowledges that other counsel may also be retained where the General Partner, on behalf of the Partnership, or the General Partner or the Manager, on their own behalf, determines that to be appropriate. The Investor acknowledges that SRZ's representation of the Partnership is limited to specific matters as to which it has been consulted by the Partnership and that there may exist other matters that could have a bearing on the Partnership as to which SRZ has not been consulted. In addition, the Investor acknowledges that SRZ does not monitor the compliance of the General Partner, the Manager or the Partnership with the investment guidelines, valuation procedures and other guidelines set forth in the Partnership's terms or applicable laws. The Investor acknowledges that there may be situations in which there is a "conflict" between the interests of the General Partner and/or the Manager, and those of the Partnership. The Investor acknowledges that, in these situations, the General Partner will determine the appropriate resolution thereof, and may seek advice from SRZ in connection with such determinations. The General Partner, the Manager and the Partnership have consented to SRZ's concurrent representation of such parties in such circumstances. The Investor acknowledges that, in general, independent counsel will not be retained to represent the interests of the Partnership or the Limited Partners. (L) If the Investor is a "charitable remainder trust" within the meaning of Section 664 of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), the Investor has advised the General Partner in writing of such fact and the Investor acknowledges that it understands the risks, including specifically the tax risks, if any, associated with its investment in the Partnership. (M) The Investor acknowledges and agrees that, although the Partnership, the General Partner and the Manager will use their reasonable efforts to keep the information provided in the answers to this Subscription Agreement strictly confidential, any of the Partnership, the General Partner and the Manager may present this Subscription Agreement and the information provided in answers to it to such parties (e.g., affiliates, attorneys, auditors, administrators, brokers, regulators and counterparties) as it deems necessary or advisable to facilitate the acceptance of the Investor's Capital Contributions and management of the Partnership, including, but not limited to, in connection with anti-money laundering and similar laws, if called upon to establish the availability under any applicable law of an exemption from registration of the Interests, the compliance with applicable law and any relevant exemptions thereto by the Partnership, the General Partner, the Manager or their affiliates, or if the contents thereof are relevant to any issue in any action, suit or proceeding to which the Partnership, the General Partner, the Manager or their affiliates are a party or by which they are or may be bound or if the information is required to facilitate the Partnership's investments. The Partnership may also release information about the Investor if directed to do so by the Investor, if compelled to do so by law or in connection with any government or self-regulatory organization request or investigation, or if the General Partner and/or the Manager, in its sole discretion, deems it necessary or advisable to reduce or eliminate withholding or other taxes on the Partnership, its partners or the Manager. The General Partner may use the information provided by the Investor in support of its anti-money laundering or similar reviews, including those undertaken in connection with other funds in which the Investor may invest. DOC ID - 26358443.8 4 EFTA00604471 III. ERISA (A) If applicable, the Investor has identified its status as a Benefit Plan Investor (as defined below) to the Partnership on page 18. If the Investor has identified to the Partnership on page 18 that it is not currently a Benefit Plan Investor, but becomes a Benefit Plan Investor, the Investor shall forthwith disclose to the General Partner promptly in writing such fact and also the percentage of the Investor's equity interests held by Benefit Plan Investors. For these purposes, a "Benefit Plan Investor", as defined under Section 3(42) of Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and any regulations promulgated thereunder, includes (a) an "employee benefit plan" that is subject to the provisions of Title I of ERISA; (b) a "plan" that is not subject to the provisions of Title I of ERISA, but that is subject to the prohibited transaction provisions of Section 4975 of the Internal Revenue Code, such as individual retirement accounts and certain retirement plans for self- employed individuals; and (c) a pooled investment fund whose assets are treated as "plan assets" under Section 3(42) of ERISA and any regulations promulgated thereunder because "employee benefit plans" or "plans" hold 25% or more of any class of equity interest in such pooled investment fund. The Investor agrees to notify the General Partner promptly in writing if there is any change in the percentage of the Investor's assets that are treated as "plan assets" for the purpose of Section 3(42) of ERISA and any regulations promulgated thereunder as set forth in the General Eligibility Representations section of this Subscription Agreement. (B) If the Investor is an insurance company and is investing the assets of its general account (or the assets of a wholly owned subsidiary of its general account) in the Partnership, it has identified on page 19 whether the assets underlying the general account constitute "plan assets" within the meaning of Section 401(c) of ERISA. The Investor agrees to promptly notify the General Partner in writing if there is a change in the percentage of the general account's assets that constitute "plan assets" within the meaning of Section 401(c) of ERISA and shall disclose such new percentage ownership. IV. ANTI-MONEY LAUNDERING You should check the website of the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") at thttp://www.treas.gov/offices/enforcementiofad> before making the following representations and warranties. (A) The Investor represents and warrants that the amounts contributed by it to the Partnership were not and are not directly or indirectly derived from activities that may contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. United States federal regulations and executive orders administered by OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals: The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at <httplAvww.treas.gov/offices/enforcement/ofach. In addition, the programs administered by OFAC ("OFAC Programs") prohibit dealing with individuals or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists. The Investor represents and warrants that, to the best of its knowledge, none of: ( I) the Investor; (2) any person controlling or controlled by the Investor; • These individuals include specially designated nationals. specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. DOC ID - 26358443.8 5 EFTA00604472  (3) if the Investor is a privately held entity, any person having a beneficial interest in the Investor; or (4) any person for whom the Investor is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list, nor is a person or entity prohibited under the OFAC Programs. Please be advised that the Partnership and/or the General Partner will not accept any amounts from a prospective investor if it cannot make the representations and warranties set forth in the preceding paragraph. If an existing limited partner of the Partnership cannot make these representations and warranties, the Partnership may require the withdrawal of interests. (B) The Investor agrees to notify the Partnership and the General Partner promptly in writing should the Investor become aware of any change in the information set forth in these representations and warranties. The Investor is advised that, by law, the Partnership and/or the General Partner may be obligated to "freeze the account" of the Investor, either by prohibiting additional contributions from the Investor, declining any withdrawal requests and/or segregating the assets in the account in compliance with governmental regulations, and the Partnership and/or the General Partner may also be required to report such action and to disclose the Investor's identity to OFAC or other applicable governmental and regulatory authorities. The Investor further acknowledges that the General Partner may, by written notice to the Investor, suspend the payment of withdrawal proceeds payable to the Investor if the General Partner reasonably deems it necessary to do so to comply with anti-money laundering laws and regulations applicable to the Partnership, the General Partner, the Manager or any of the Partnership's service providers. (C) The Investor represents and warrants that, to the best of its knowledge, none of: (I) the Investor; (2) any person controlling or controlled by the Investor; (3) if the Investor is a privately held entity, any person having a beneficial interest in the Investor; or (4) any person for whom the Investor is acting as agent or nominee in connection with this investment is a senior foreign political figure,' or any immediate family member" or close associate— of a senior foreign political figure as such terms are defined in the footnotes below. For these purposes. the term "senior foreign political figure is defined as a current or former senior official in the executive. legislative. administrative. military or judicial branches of a non-U.S. goverment (whether elected or not), a current or former senior official of a major non-U.S. political party. or a current or former senior executive of a non-U.S. government-owned commercial enterprise. 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. For purposes of this definition, a "senior official" or "senior executive' means an individual with substantial authority over policy. operations. or the use of government-owned resources. For these purposes. an "immediate family member" of a senior foreign political figure means spouses. parents, siblings, children and a spouse's parents and siblings. For these purposes. a "close associate of a senior foreign political figure means a person who is widely and publicly known (or is actually known) to be a close associate of a senior foreign political figure. DOC ID - 26358443.8 6 EFTA00604473  (D) If the Investor is a non-U.S. banking institution (a "Non-U.S. Bank") or if the Investor receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Non- U.S. Bank, the Investor represents and warrants that: ( 1) the Non-U.S. Bank has a fixed address, other than solely an electronic address, in a country in which the Non-U.S. Bank is authorized to conduct banking activities; (2) the Non-U.S. Bank employs one or more individuals on a full-time basis; (3) the Non-U.S. Bank maintains operating records related to its banking activities; (4) the Non-U.S. Bank is subject to inspection by the banking authority that licensed the Non-U.S. Bank to conduct banking activities; and (5) the Non-U.S. Bank does not provide banking services to any other Non-U.S. Bank that does not have a physical presence in any country and that is not a regulated affiliate. The Investor acknowledges and agrees that any withdrawal proceeds paid to it will be paid to the same account from which the Investor's investment in the Partnership was originally remitted, unless the General Partner, in its sole discretion, agrees otherwise. The Investor agrees that, upon the request of the Partnership or the General Partner, it will provide such information as the Partnership or the General Partner requires to satisfy applicable anti-money laundering laws and regulations, including, without limitation, the Investor's anti-money laundering policies and procedures, background documentation relating to its directors, trustees, settlors and beneficial owners, and audited financial statements, if any. V. GENERAL (A) The Investor agrees to indemnify the Partnership, the General Partner, the Manager, each of their affiliates, employees, members, partners and each other person, if any, who controls, is controlled by, or is under common control with, any of the foregoing, within the meaning of Section 15 of the Securities Act (each, an "Indemnified Person"), against any and all loss, liability, claim, damage and expense whatsoever (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) arising out of or based upon: (i) any false representation or warranty made by the Investor, or breach or failure by the Investor to comply with any covenant or agreement made by the Investor, in this Subscription Agreement or in any other document furnished by the Investor to any of the foregoing in connection with this transaction; or (ii) any action for securities law violations instituted by the Investor which is finally resolved by judgment against the Investor. The Investor also agrees to indemnify each Indemnified Person for any and all costs, fees and expenses (including legal fees and disbursements) in connection with any damages resulting from the Investor's assertion of lack of proper authorization from the Beneficial Owner (as defined below) to enter into this Subscription Agreement or perform the obligations hereof. (B) The Partnership, the General Partner and the Manager shall not be liable for any interception of Account Communications (as defined on page 14). (C) This Subscription Agreement, and any and all actions or controversies arising out of this Subscription Agreement, including, without limitation, tort claims, shall be governed by, construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the choice of law principles thereof that would result in the application of the substantive law of any jurisdiction other than the State of Delaware. DOC ID - 26358443.8 7 EFTA00604474  (D) If any provision of this Subscription Agreement is invalid or unenforceable under any applicable law, then such provision shall be deemed inoperative to the extent that it may conflict therewith. Any provision hereof which may be held invalid or unenforceable under any applicable law shall not affect the validity or enforceability of any other provisions hereof, and to this extent the provisions hereof shall be severable. (E) If any answer provided or background documentation required under this Subscription Agreement is found to be false, forged or misleading, the Investor acknowledges that the General Partner may require the Investor to fully withdraw from the Partnership as permitted under the Partnership Agreement. (F) The Investor acknowledges that the Partnership, the General Partner and the Manager (as the case may be) may require further identification of the Investor before a subscription or distribution can be processed and the Partnership, the General Partner and the Manager shall be held harmless and indemnified against any loss arising as a result of: (i) a failure to process the subscription or distribution if such information as has been required by the parties referred to has not been provided by the Investor; or (ii) their compliance with applicable anti-money laundering laws and regulations. Further the Partnership, its General Partner and the Manager may be required to request that any identification or verification documentation be updated to remain current. (G) The Investor acknowledges that with respect to its authority to invest in the Partnership, the General Partner and the Manager shall rely solely on the representations set forth in this Subscription Agreement. (H) The Partnership, its General Partner and the Manager are each hereby authorized and instructed to accept and execute any instructions in respect of the Interests to which this Subscription Agreement relates given by the Investor in written form or by facsimile or email. If instructions are given by the Investor by facsimile or email, the Investor agrees to keep each of the General Partner and the Partnership indemnified against any loss of any nature whatsoever arising to any of them as a result of any of them acting upon facsimile or email instructions. The General Partner bears no responsibility for failure to receive instructions by facsimile or email and unless and until the Investor receives written confirmation from the General Partner acknowledging receipt of instructions sent by facsimile or email, the Investor should assume that such instructions have not been received. The Partnership may rely conclusively upon and shall incur no liability in respect of any action taken upon any notice, consent, request, instructions, or other instrument believed in good faith to be genuine or to be signed by properly authorized persons. (I) By executing this Subscription Agreement, the Investor authorizes the General Partner to provide the Manager, the auditors and legal counsel, regulators and other law enforcement agencies, and or such other parties as may be required in connection with anti-money laundering and counter terrorism financing regulations and measures applicable to the Partnership, the General Partner or the Manager, with information regarding the Investor's investment in the Partnership. (J) This Subscription Agreement may be executed through the use of separate signature pages or in any number of counterparts. The counterparts shall, for all purposes, constitute one agreement binding on all the parties, notwithstanding that all parties do not execute the same counterpart. Each party acknowledges and agrees that any portable document format (PDF) file, facsimile or other reproduction of its signature on any counterpart shall be equal to and enforceable as its original signature and that any such reproduction shall be a counterpart hereof that is fully enforceable in any court or arbitral panel of competent jurisdiction. (K) This Subscription Agreement may be signed by any party under hand or by way of an electronic signature or by a signature or a representation of a signature affixed by mechanical means and may be DOC ID - 26358443.8 8 EFTA00604475  reproduced as an electronic record and delivered to the General Partner by facsimile, by electronic mail or by delivery through a web or other electronic portal. The Partnership may take such steps as it deems appropriate to determine the reliability of any electronic signature. VI. AGENT OR NOMINEE (A) If the Investor is acting as agent or nominee for a subscriber (a "Beneficial Owner"), the Investor acknowledges that the representations, warranties and covenants made herein are made by the Investor: (i) with respect to the Investor; and (ii) with respect to the Beneficial Owner. The Investor represents and warrants that it has all requisite power and authority from said Beneficial Owner to execute and perform the obligations under this Subscription Agreement. VII. ADDITIONAL INFORMATION AND SUBSEQUENT CHANGES IN THE FOREGOING REPRESENTATIONS (A) The Partnership or the General Partner may request from the Investor such additional information as it may deem necessary to evaluate the eligibility of the Investor to acquire an Interest, and may request from time to time such information as it may deem necessary to determine the eligibility of the Investor to hold an Interest or to facilitate the Partnership's, the General Partner's or the Manager's compliance with applicable legal or regulatory requirements or the Partnership's tax status, and the Investor agrees to provide such information as may reasonably be requested. (B) The Investor agrees to promptly take such action, including providing and periodically updating information (which may include, among other things, the identities of the direct and indirect beneficial owners of the Interests being subscribed for hereunder and the "controlling person(s)" of the Investor), that the Partnership, the General Partner or the Manager, in its sole discretion, reasonably determines is necessary for the Partnership to comply with any legal obligation or to reduce or eliminate withholding taxes under Sections 1471-1474 of the Internal Revenue Code or other similar laws. The Investor acknowledges that if it fails to timely take such action, the Investor may be subject to fines or other penalties, including a 30% U.S. withholding tax with respect to its share of any payment attributable to actual and deemed U.S. investments of the Partnership, and that the General Partner may take any action in relation to the Investor's Interest or withdrawal proceeds to ensure that such penalties and withholding are economically borne by the Investor. If the Investor is, or the Investor's investment in the Partnership is made through a "foreign financial institution" within the meaning of Section 1471(d)(4) of the Internal Revenue Code, the Investor agrees that such foreign financial institution (including the Investor, if applicable) (i) shall meet the requirements of Section 1471(b)(1) or 1471(b)(2) of the Internal Revenue Code and (ii) shall not delegate any withholding responsibility pursuant to Section 1471(b)(3) of the Internal Revenue Code to the Partnership. (C) The Investor agrees to notify the General Partner promptly in writing if there is any change with respect to any of the information or representations or warranties made in this Subscription Agreement and to provide the General Partner with such further information as the General Partner may reasonably require. (D) The Investor acknowledges and agrees that any notations, alterations, strike-outs, addenda, inserts or verbiage purporting to amend the terms of this Subscription Agreement shall not be effective unless explicitly agreed to by the Partnership or its agents. VIII. DATA PROTECTION CONSENT (A) The Partnership and its associated or affiliated companies shall, in connection with personal information provided about the Investor ("Personal Data"), comply with all applicable data protection and privacy legislation. DOC ID - 26358443.8 9 EFTA00604476  (B) The Personal Data may be collected directly from the Investor, through the Investor's agent (including the Investor's financial adviser) or any other third party who communicates with the Partnership on the Investor's behalf. (C) The Partnership, the Manager, and the General Partner may use the Personal Data for such purposes as are necessary in relation to the provision, administration or management of the services for which the Investor is currently applying. This may include, without limitation, processing the Personal Data for the purposes of providing administrative and investment management services in connection with the Investor's investment, preventing fraud, carrying out money laundering checks or conflict checks, complying with any legal regulations and reporting to and auditing by national and international regulatory bodies (collectively, the "Services"). (D) In order to provide the Investor with the Services, the Partnership will disclose the Personal Data to its associated or affiliated companies, the Manager, the General Partner, the Investor's financial adviser and other third parties who will process the Personal Data on the Partnership's behalf for the purposes and in the manner set out in this clause. ( E) This clause and the disclosure of Personal Data by the Investor is understood by the Investor and the Partnership as constituting consent so that the Partnership, the Manager, the General Partner and/or their respective employees, affiliates, agents or contractors may process the Personal Data on the terms set out in this clause. DOC ID - 26358443.8 10 EFTA00604477  HONEYCOMB VENTURES I LP INVESTOR PROFILE FORM ALL INVESTORS MUST COMPLETE THIS FORM. Name of Investor (Please Print or Type) Social Security Number/Tax I.D. Number Amount of Subscription Type of Investor—Please check all that apply: ❑ Individual ❑ Registered Investment Company ❑ Partnership ❑ Joint Tenants (with Rights of Survivorship) ❑ Corporation ❑ Tenants in Common ❑ Trust ❑ Fund of Funds' ❑ Limited Liability Company Form PF Investor Type Under the reporting requirements on Form PF, the Partnership must organize its investors by certain specified investor groups set forth in Form PF. Accordingly, please check below the investor type that best describes the Investor. (If the Investor is acting as agent or nomineefor a Beneficial Owner, please check the item that best describes the Beneficial Owner.) Please check one: ❑ Individual that is a United States person— (or a trust of such a person) ❑ Broker-dealer ❑ Insurance company ❑ Investment company registered with the SEC ❑ Private fund' ❑ Non-profit ❑ Pension plan (other than a governmental pension plan) ❑ Banking or thrift institution (proprietary) ❑ State or municipal government entity"" (other than a governmental pension plan)