EFTA00314427.pdf

ANNEX I SOSIN PARTNERS, LP SUBSCRIPTION DOCUMENT 4810-9064-3536 v.5 EFTA00314427  SOSIN PARTNERS, LP INVESTMENT PROCEDURES Prospective investors (each an "Investor") should complete the following steps prior to the intended date of subscription: (I) Please complete and execute the attached Subscription Agreement and send the original, and all applicable Exhibits, to Panoptic Fund Administration, LLC (the "Administrator"), with a copy to Sosin, LLC, the Partnership's general partner (the "General Partner"), at the addresses below, to arrive as soon as possible and in any event at least three (3) Business Days prior to the anticipated date of admission, so that the Administrator and the General Partner may determine whether the prospective Investor is eligible to subscribe for limited partnership interests ("Interests") in Sosin Partners, LP (the "Partnership"). Please retain a copy for your records. Applicants may subscribe for Interests by sending the completed application to the Administrator via facsimile or e-mail at the contact information below, with the signed original application (and applicable attachments) to follow immediately by mail at the address below. Applicants should be aware of the risks associated with sending faxed applications and the Administrator does not accept responsibility for any loss caused due to the non-receipt of any fax. While the Administrator accepts facsimile and e-mail copies, the Administrator shall not be liable for non-receipt. Therefore, the applicant is advised to e- mail the Administrator at the e-mail address below if he/she has not heard back from the Administrator within forty-eight (48) hours after having faxed or e-mailed the application. Please send the Subscription Agreement, Limited Partner Signature Pages, applicable Exhibits, appropriate tax certification and any necessary documents and direct all questions to: Sosin Partners, LP do Panoptic Fund Administration, LLC 11835 W. Olympic Blvd., Suite 625E Los Angeles, CA 90064 Attn: Geor is Goodman Facsimile: Email: With a copy to: Sosin Partners, LP do Sosin, LLC 135 East 57th Street, Suite 18-108 New York, NY 10022 Facsimile: Email: (2) Please send the intended subscription amount (the "Subscription Amount") to the Partnership using the attached Payment Information sheet. Capital contributions must be in S-2 4810-9064-3536 v.5 EFTA00314428  the Partnership's account prior to the relevant Subscription Date, and shall be accepted in cleared funds or, at the General Partner's sole discretion, in kind. The acceptance of subscriptions is within the absolute discretion of the General Partner, and the General Partner may require additional information prior to making a determination. If the subscription is rejected, the Partnership will promptly refund (without interest) to the Investor any subscription payments received by the Partnership. (3) The Investor acknowledges that the General Partner and/or the Administrator reserve the right to request such information as is necessary to verify the Investor's identity and source of funds. In the event of delay or failure by the Investor to produce any information requested in this Subscription Document or required for verification purposes, the General Partner and/or the Administrator may refuse to accept the Subscription. (4) By subscribing, each prospective Investor which is an entity represents that its constitutional documents (e.g., certificate of incorporation, by-laws, partnership agreement or trust agreement) permits it to make investments in securities such as the Interests, that all appropriate action has been taken by the prospective Investor to authorize the investment, and that the person(s) executing the Subscription Agreement has the authority to do so. Copies of such documents must be provided, upon request, to the Administrator and the General Partner. (5) If the prospective Investor is not a qualified Investor or if the prospective Investor does not wish to subscribe for an Interest, please return all of the enclosed documents to the General Partner at the above address. Except as authorized by the General Partner, the enclosed documents may not be reproduced, duplicated or delivered to any other person. S-3 4810-9064-3536 v.5 EFTA00314429  SOSIN PARTNERS, LP PAYMENT INFORMATION PAYMENT BY WIRE (If wiringfi nds, please give this page to your bank) Your bank should wire transfer only U.S. dollars via Fedwire to: To: The Bank of New York ABA: Account Name: Pershine LLC Account Number: For Further Credit: Sosin Partners, LP Account Number: Reference: [Investor's Name] Please also have your bank send the following message to Sosin Partners, LP (facsimile: 212.804.7660). "Sosin Partners, LP — We have credited your account at The Bank of New York for (insert amount) by order of (insert name of investor) on (insert date)." IMPORTANT: 1) Please have your bank identify on the wire transfer the name of the intended investor. 2) We recommend that your bank charge its wiring fees separately so that an even amount may be invested. S-4 4810-9064-3536 v.5 EFTA00314430  SOSIN PARTNERS, LP SUBSCRIPTION AGREEMENT Sosin Partners, LP mailto:c/o Panoptic Fund Administration, LLC 11835 W. Olympic Blvd., Suite 625E Los Angeles, CA 90064 Attn: Geor is Goodman Facsimile: Email: Re: Sosin Partners, LP (the "Partnership") Issuance of Limited Partnership Interests("Interests") SUBSCRIPTION INFORMATION Name of Investor: Subscription Amount (U.S.$): Were the funds for this investment generated by your occupation or the business of the entity investing in the Partnership? ❑ Yes ❑ No (Initial one) If no, please provide a statement explaining what transaction or business generated the funds being invested: Name, Address and Account Number of Financial Institution Remitting Payment for Investor's Account Payment Date: INDIVIDUAL INVESTORS Date of Birth: Nationality: Place of Birth: Occupation: Social Security Number: 5-5 4810-9064-3536 v.5 EFTA00314431 Education: College or University Degree and Year Major Concentration Employment: Name of Current Employer: Address of Current Employer: Employer's Telephone Number: Employer's Facsimile Number: Name of Spouse's Current Employer. Number of Dependents: Describe briefly all positions (including directorships) held during the past five years which were related to financial, business, accounting, economics, taxation or investment matters and which you feel demonstrate your investment sophistication. Where appropriate, briefly describe the business of the company or other entity in which the position was held (attach separate sheet as necessary): s-6 4810-9064-3536 v.5 EFTA00314432 ENTITY INVESTORS Date of Incorporation/Formation: Place of Incorporation/Formation: Tax Identification Number: ALL INVESTORS Residence or Principal Place of Business Address: Name E-Mail Address: Street City, State, Zip Code Attn: Telephone No. Facsimile No. Mailing Address (ifdifferentfrom above) If mailed, please send confirmation of a subscription for an interest, a copy of this Subscription Agreement and any other communications to (initial one): residence or principal business address above; (Initial) mailing address above. (Initial) S-7 4810-9064-3536 v.5 EFTA00314433  Special instructions regarding communication: Type of Investor - Please check one: Trust Individual Foundation Tenants in Common Endowment Joint Tenants Employee Benefit Plan (Please Partnership complete Exhibit A attached hereto) Corporation Keogh Plan (Please complete Limited Liability Company Exhibit A attached hereto) Other - Specify: Individual Retirement Plan (Please complete Exhibit B Number of beneficial owners represented by Investor (if Investor is acting in any sort of nominee or fiduciary capacity) Is the Investor, or an affiliate of the Investor, a pension profit-sharing, annuity, or employee benefit plan (whether private, governmental, or charitable)? [ ] Yes [ ] No (Initial one) FOR TAX EXEMPT INVESTORS ONLY: please indicate the basis on which the intended Investor is exempt from U.S. federal income taxation and please attach to this Subscription Agreement when submitted to the General Partner applicable written evidence of the tax-exempt status for purposes of U.S. federal income taxation of the intended Investor: FOR INVESTMENT COMPANIES ONLY: Is the Investor an investment company, or a company that is excluded from the definition of investment company solely by reason of the provisions of either Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act of 1940, as amended (the "Company Act")? Yes No If the answer to the question above is yes, please indicate which: If the answer to the question above is yes, please state the number of the Investor's beneficial owners: Authorized Signatories: Set forth below are the names of persons authorized by the Investor to give and receive instructions between the Partnership (or its Administrator) and the Investor, together with their respective signatures. S-8 4810-9064-3536 v.5 EFTA00314434 Such persons are the only persons so authorized until further written notice to the Partnership (or the Administrator) signed by one or more of such persons. (Please attach additional pages if needed.) Name Signatures Standing Wire Instructions: Until further written notice to the Partnership (or the Administrator) signed by one or more of the persons listed above, funds may be wired to the Investor (for instance, upon withdrawal) using the following instructions: Bank Name: Bank Address: ABA or CHIPS Number: Account Name: Account Number: Reference: Disclosure Authorization: By executing this document I authorize the Administrator and the General Partner to provide CAS Investment Partners, LLC, the Partnership's manager (the "Manager") and the Partnership's legal counsel, with information regarding my account. S-9 4810-9064-3536 v.5 EFTA00314435 Ladies and Gentlemen: The offer and sale of limited partnership interests (the "Interests") in Sosin Partners, LP, a Delaware limited partnership (the "Partnership"), to each Investor has not been registered under the Securities Act of 1933, as amended (the "Securities Act") or the securities laws of any jurisdiction, but rather is being made privately by the Partnership pursuant to the private placement exemption from registration provided in Section 4(2) of the Securities Act and Rule 506 of Regulation D ("Regulation D") promulgated thereunder by the United States Securities and Exchange Commission (the "SEC") on the basis of the Amended and Restated Confidential Private Placement Memorandum of the Partnership, as the same may be further amended, restated and/or supplemented from time to time (the "Offering Memorandum") and the Amended and Restated Agreement of Limited Partnership of the Partnership, as the same may be further amended, restated and/or supplemented from time to time (the "Partnership Agreement"). Capitalized terms used but not otherwise defined herein shall have the meanings attributed to them in the Offering Memorandum or if not defined there, then in the Partnership Agreement. The information requested in this Subscription Agreement is needed in order to ensure compliance with the applicable regulations and to determine whether (1) an investment in the Partnership by the Investor is suitable in light of the Investor's financial position, (2) the Investor meets certain minimum net worth tests to be deemed an "accredited investor" as defined in Regulation D, (3) the Investor is a "qualified client" within the meaning of the Investment Advisers Act of 1940, as amended (the "Advisers Act"), (4) the Investor is eligible to invest in "new issues" (as defined herein) and (5) the Investor has such knowledge and experience in financial and business matters that is capable of evaluating the merits and risks of the investment. The Investor also understands and agrees that, although the Partnership will use its best efforts to keep the information provided in the answers to this Subscription Agreement strictly confidential, the Partnership may present this Subscription Agreement and the information provided in answers to it to such parties as it deems advisable 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, Sosin, LLC (the "General Partner"), CAS Investment Partners, LW (the "Manager") and their affiliates, 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 any of their affiliates are a party or by which they are or may be bound or if such information is otherwise required by the agents or employees of the General Partner, the Manager or any of their affiliates in rendering services to the Partnership. The Investor hereby agrees as follows: I. SUBSCRIPTION FOR AN INTEREST The Investor agrees to become a limited partner of the Partnership (each, a "Limited Partner") and in connection therewith subscribes for and agrees to purchase an Interest in and to make a capital contribution ("Capital Contribution') to the Partnership on the terms provided for herein, in the Offering Memorandum and in the Partnership Agreement. The minimum initial investment in the Partnership is $1,000,000, subject to the discretion of the General Partner to waive, reduce or increase such minimum amount. The Investor agrees to, and understands, the terms and conditions upon which the Interests are being offered. If the subscription is rejected, the Partnership will promptly refund (without interest) to the Investor any subscription payments received by the Partnership. The Investor understands and agrees that the Partnership reserves the right to reject this subscription for an Interest for any reason or no reason, in whole or in part and at any time prior to acceptance thereof. In S-10 4810-9064-3536 v.5 EFTA00314436 the event of rejection of this subscription, this Subscription Agreement shall have no force or effect. Upon acceptance of this subscription by the Partnership, the Investor shall be a Limited Partner. The Investor hereby agrees that by its execution of this Subscription Agreement and upon acceptance hereof by the Partnership, it shall become a party to the Partnership Agreement. The Investor shall sign and date the Limited Partner Signature Pages attached hereto and promptly return them to the General Partner. IL ELIGIBILITY REPRESENTATIONS OF THE INVESTOR (A) General: (Initial one and complete blanks) The Investor hereby warrants and represents that: (1) If the Investor is an employee benefit plan, an endowment, a foundation, a (Initial) corporation, partnership, trust or other legal entity, it is: • organized under the laws of: • has its principal place of business in: • an employee benefit plan within the meaning of the United States Employee Retirement Income Security Act of 1974, as amended ("ERISA'): [ ] Yes [ ] No (please initial one) OR (2) If the Investor is an individual or if beneficial ownership of the Investor is held by an (Initial) individual (for example, an Individual Retirement Account or Keogh Plan), such individual is of legal age and is a/has an: • citizen of: • resident of: • approximate net worth of the Investor: S-11 4810-9064-3536 v.5 EFTA00314437 (B) Accredited Investor Status: Initial all appropriate spaces on the following pages indicating the basis upon which the Investor qualifies as an accredited investor under Regulation D. For Individual Investors Only (1) The Investor hereby certifies that he/she is an accredited investor because he/she has an individual net worth, or with his/her spouse has a joint net worth, in excess of (Initial) $1,000,000. For purposes of this questionnaire, "net worth" means the excess of total assets at fair market value, including home furnishings (but exclusive of the Investor's primary residence up to its fair market value) and automobiles, over total liabilities. Note that (i) any indebtedness secured by an Investor's primary residence in excess of the fair market value of an Investor's primary residence should be considered a liability and deducted from the Investor's net worth and (ii) any indebtedness that is secured by an Investor's primary residence, up to the estimated fair market value of the primary residence as of the date the Investor is sold the Interests, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of the sale of the Interests exceeds the amount outstanding sixty (60) days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability and deductedfrom the Investor's net worth. (2) The Investor hereby certifies that he/she is an accredited investor because he/she has (Initial) individual income (exclusive of any income attributable to his/her spouse) of more than $200,000 in each of the past two years, or joint income with his/her spouse in excess of $300,000 in each of those years, and such investor reasonably expects to reach the same income level in the current year. (3) The Investor hereby certifies that he/she is an accredited investor because he/she is a (Initial) director, executive officer or general partner of the Partnership, or any director, executive officer or general partner of a general partner of the Partnership. For Corporations, Foundations, Endowments, Partnerships, Limited Liability Companies or Limited Liability Partnerships (4) The Investor hereby certifies that it is an accredited investor because it has total assets (Initial) in excess of $5,000,000 and was not formed for the specific purpose of acquiring the securities offered. (5) The Investor hereby certifies that it is an accredited investor because all of its equity (Initial) owners are accredited investors. The General Partner, in its sole discretion, ,nay request in regarding the basis on which such equity owners are accredited. For Employee Benefit Plans (Please complete Exhibit A attached hereto) (6) The Investor hereby certifies that it is an accredited investor because it is an employee (Initial) benefit plan within the meaning of the United States Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the decision to invest in the Partnership was made by a plan fiduciary (as defined in Section 3(21) of ERISA), which is either a bank, savings and loan association, insurance company or registered S-12 4810-9064-3536 v.5 EFTA00314438  investment adviser. The name of and contact details of such plan fiduciary are: (7) The Investor hereby certifies that it is an accredited investor because it is an employee (Initial) benefit plan within the meaning of ERISA and has total assets in excess of $5,000,000. (8) The Investor hereby certifies that it is an accredited investor because it is a plan (Initial) established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, and has total assets in excess of $5,000,000. For Individual Retirement Accounts (Please complete Exhibit B attached hereto), Self-Directed Benefit Plans and Keogh Plans (Please complete Exhibit A attached hereto) (9) The Investor hereby certifies that it is an accredited investor because it is a self- (Initial) directed plan (i.e., a tax-qualified defined contribution plan in which a participant may exercise control over the investment of assets credited to his or her account) in which all persons directing the investment in the Partnership are accredited investors because each participant has a net worth of at least $1,000,000 or has had an individual income of at least $200,000 (or a joint income with spouse of at least $300,000) in each of the last two years. The General Partner, in its sole discretion, may request information regarding the basis on which such participants are accredited. Total number of participants of the plan directing an investment in the Partnership: For Not-for-Profit Entities (Including Endowments, Private Foundations and Charities) (10) The Investor hereby certifies that it is an accredited investor because it is an (Initial) organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), was not formed for the specific purpose of acquiring the securities offered, and has total assets in excess of $5,000,000. For ?huts (I I) The Investor hereby certifies that it is an accredited investor because it has total assets (Initial) in excess of $5,000,000, was not formed for the specific purpose of acquiring the securities offered, and its purchase is directed by a sophisticated person. As used in the foregoing sentence, a "sophisticated person" is one who has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the prospective investment. (12) The Investor hereby certifies that it is an accredited investor because it is (i) a bank as (Initial) defined in Section 3(a)(2) of the Securities Act, a savings and loan association, or other institution as defined in Section 3(a)(5)(A) of the Securities Act, (ii) acting in a fiduciary capacity and (iii) subscribing for the purchase of the securities being offered on behalf of a trust account or accounts. (13) The Investor hereby certifies that it is an accredited investor because it is a revocable (Initial) trust which may be amended or revoked at any time by the grantors thereof, the tax benefits of investments made by the trust pass through to the grantors and all of the S-I3 4810-9064-3536 v.5 EFTA00314439  grantors are accredited investors. The General Partner, in its sole discretion, may request information regarding the basis on which such equity owners are accredited. For Banks, Savings and Icons and Similar Institutions (14) The Investor hereby certifies that it is an accredited investor because it is a bank as (Initial) defined in Section 3(a)(2) of the Securities Act acting in its individual capacity. (15) The Investor hereby certifies that it is an accredited investor because it is an investment company registered under the Company Act, or a business development company as defined in Section 2(a)(48) of the Company Act. (16) The Investor hereby certifies that it is an accredited investor because it is a Small (Initial) Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958. For Insurance Companies (17) The Investor hereby certifies that it is an accredited investor because it is an insurance (Initial) company as defined in Section 2(13) of the Securities Act. (C) Qualified Client Status: Initial all appropriate spaces on the following pages indicating the basis upon which the Investor qualifies as a qualified client under Rule 205-3 of the Advisers Act. Note: Private investment companies such as hedgefunds may only select item (4). (1) The Investor hereby certifies that it has a net worth (together, in the case of a natural (Initial) person, with assets held jointly with a spouse) of more than $2,000,000. (2) The Investor hereby certifies that it is an executive officer, director, trustee, (Initial) managing member, or person serving in a similar capacity, of the investment adviser or an employee of the investment adviser (other than an employee performing solely clerical, secretarial or administrative functions with regard to the investment adviser who, in connection with his or her regular functions or duties, participates in the investment activities of such investment adviser, provided that such employee has been performing such functions and duties for or on behalf of the investment adviser, or substantially similar functions or duties for or on behalf of another company for at least twelve (12) months. (3) The Investor hereby certifies that it is a "qualified purchaser" as defined in Exhibit I attached hereto. (4) The Investor hereby certifies that it is a private investment company, such that the (Initial) company would be defined as an investment company under section 3(a) of the Company Act, but for the exception provided from that definition by section 3(cX1) of the Company Act, an investment company registered under the Company Act, or a business development company as defined in the Company Act, and each equity owner of such entity satisfies one of the above conditions. S-I4 4810-9064-3536 v.5 EFTA00314440  (D) Participation in New Issues: New Issue Eligibility Questionnairefor purposes of FINRA Rule 5130 The Partnership from time to time may consider investing in new issues, as defined in Financial Industry Regulatory Authority ("FINRA") Rule 5130, as the same may be amended, supplemented or replaced from time to time ("FINRA Rule 5130") as set forth in the Offering Memorandum. In order for the Partnership to determine an Investor's eligibility to participate in new issues (as defined in FINRA Rule 5130), the Investor should complete the following questionnaire. Ultimately, it is the decision of the Partnership whether and to what extent an Investor is eligible to participate in new issues. Please initial each item if the Investor is making the representations in that item. (I) The Investor wants the Partnership to consider the Investor's eligibility to participate in new issues allocated to the Partnership. (Initial) If the Investor does not initial item (1), the Investor will not participate in profits or losses from new issues and need not respond to the remainder of this questionnaire. If item (1) is initialed, the Investor must respond to each of items (2) through (14) below as applicable in order for the Partnership to determine whether the Investor is a restricted person within FINRA Rule 5130. The Partnership intends to avail itself of the "de minimis" exemption provided by FINRA Rule 5130, pursuant to which a portion of new issue profits and losses may be allocated to new issue restricted persons. Accordingly, if the Investor is a new issue restricted person (and has initialed item 1 above), the Investor will participate in new issues in accordance with the "de minimis" exemption. (2) If the Investor is an individual (or individuals), he/she/they must respond to both items (a) and (b) below. If the Investor is an entity (i.e., not a natural (Initial) person or persons), it must provide information responsive to item (c) below. (a) Individual Investors. State the occupation of the Investor(s). If the Investor is not employed, write "not employed." If the Investor's employment is related in any way to the financial services industry, please include a brief description of the Investor's duties. Attach additional pages if necessary. (b) List all businesses other than publicly traded companies that are listed on a national securities exchange, in which the investor is an officer, (Initial) director, employee and/or shareholder. Attach additional pages if necessary. S-15 4810-9064-3536 v.5 EFTA00314441  (c) Entity Investors. If the Investor is an entity, provide a list of all (Initial) persons with a beneficial interest in the Investor, including for each person listed the information requested in questions (2)(a) and (2)(b) above. Attach additional pages if necessary. (3) The Investor or any person who has a direct or indirect economic interest, such as the right to share in gains or losses ("Beneficial Interest") in the Investor (an (Initial) "Owner") is a member of FINRA. (4) The Investor or any Owner is a broker-dealer, a non-publicly traded affiliate of a broker-dealer, or an officer, director, general partner, associated person or (Initial) employee of a FINRA member or any other broker-dealer (other than a limited business broker/dealer). (5) The Investor or any Owner is an agent of a FINRA member or any other broker/dealer (other than a limited business broker/dealer) that is engaged in (Initial) the investment banking or securities business. (6) The Investor or any Owner (i) acts as a finder in respect to public offerings or (ii) acts in a fiduciary capacity to the managing underwriter of public offerings, (Initial) including, among others, attorneys, accountants and financial consultants. (7) The Investor or any Owner has authority to buy or sell securities for a bank, savings and loan institution, insurance company, investment company, (Initial) investment advisor, or collective investment account (including but not limited to hedge funds, investment partnerships, investment corporations or any other collective investment vehicle that is engaged primarily in the purchase and/or sale of securities but not including any legal entity beneficially owned solely by immediate family members (a "family investment vehicle") or a group of friends, neighbors, business associates or others that pool their money to invest in stock or other securities and are collectively responsible for making investment decisions (an "investment club")). (8) The Investor or any Owner is a person who is listed or required to be listed in Schedule A, B or C of a Form BD (other than with respect to a limited business (Initial) broker/dealer), except persons identified by an ownership code or related to a person listed on Schedule A identified by an ownership code of less than 10%. S-16 4810-9064-3536 v.5 EFTA00314442  (9) The Investor or any Owner directly or indirectly owns 10% or more of a public reporting company listed, or required to be listed, in Schedule A of a Form BD (Initial) (other than a reporting company that is listed on a national securities exchange, or other than with respect to a limited business broker/dealer). (10) The Investor or any Owner directly or indirectly owns 25% or more of a public reporting company listed, or required to be listed, in Schedule B of a Form BD (Initial) (other than a reporting company that is listed on a national securities exchange, or other than with respect to a limited business broker/dealer). (II) The Investor or any Owner is an immediate family member (including parents, mother-in-law, father-in-law, spouse, brother or sister, brother-in-law or sister- (Initial) in-law, son-in-law or daughter-in-law and children) of a person listed in numbers (6) and (7) above and materially supports or receives material support from such person. (12) The Investor or any Owner is an immediate family member (including parents, mother-in-law, father-in-law, spouse, brother or sister, brother-in-law or sister- (Initial) in-law, son-in-law or daughter-in-law and children) of a person listed in numbers (4), (5), (8), (9) or (10) above and in either (a) or (b) below: (a) materially supports such person listed in numbers (4), (5), (8), (9) or (10) or receives material support from such person; or (b) such person listed in numbers (4), (5), (8), (9) or (10) is an owner or affiliate of a FINRA member that has the ability to control the allocation of the new issues. (13) (a) The Investor or any Owner is a broker-dealer, or owner of a broker- dealer, that is organized as a limited partnership or similar corporate (Initial) structure (a "Joint Back Office Dealer"). (b) If the Investor or any Owner is a Joint Back Office Dealer, the accounts of its beneficial owners do not include restricted persons as defined under FINRA Rule 5130 with a beneficial interest exceeding 10%. (14) The Investor or any Owner is a benefit plan established under the Employee Income Security Act ("ERISA") that is qualified under Section 401(a) of the (Initial) Code and that is sponsored solely by a broker-dealer. (15) None of the above (numbers (3) through (14)) applies. The Investor knows of no other reason why it would be deemed a new issue restricted person. (Initial) (ii) New Issue Eligibilityfor Purposes of FINRA Rule 5131 (the Spinning Prohibition) S-17 4810-9064-3536 v.5 EFTA00314443  To enable the Partnership to purchase certain new issues, the Partnership must determine whether the Investor is an executive officer or director or a person materially supported by an executive officer or director of a public company or a "covered non-public company" under FINRA Rule 5131 as the same may be amended, supplemented or replaced from time to time ("FINRA Rule 5131"). Please note that FINRA Rule 5131 is in addition to, not instead of, existing FINRA Rule 5130 relating to new issues. Please initial each item below as appropriate. Restricted Investors (I) The Investor is an executive officer or director of a Public Company. A "Public (Initial) Company" is any company that is registered under Section 12 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or any company that files periodic reports pursuant to Section 15(d) of the Exchange Act. Name of Company: (if Investor needs more space, please provide a separate addendum) (2) The Investor is an executive officer or director of a Covered Non-Public (Initial) Company. A "Covered Non-Public Company" means any non-public company satisfying the following three criteria: (a) income of at least $1 million in the last fiscal year or in two of the last three fiscal years and shareholders' equity of at least $15 million; or (b) shareholders' equity of at least $30 million and a two year operating history; or (c) total assets and total revenue of at least $75 million in the latest fiscal year or in two of the last three fiscal years. Name of Company: (if Investor needs more space, please provide a separate addendum) (3) The Investor is a person materially supported by an executive officer or (Initial) director of a Public Company or a Covered Non-Public Company. "Material support" means directly or indirectly providing more than 25% of a person's income in the prior calendar year. Persons living in the same household are deemed to be providing each other with material support. Name of Company: (if Investor needs more space, please provide a separate addendum) S-18 4810-9064-3536 v.5 EFTA00314444  (4) The Investor is a foreign or domestic account or investment fund (for example, (Initial) limited partnerships, limited liability companies or trusts) in which persons included in any of paragraphs (1)-(3) directly above have a beneficial interest (each, a "Restricted Participant"). If this item is checked, indicate the company or companies on whose behalf such executive officers or directors serve and the percentage share of profits or losses attributable to new issues to be received by all Restricted Participants related to each such company: Name of Company: Share of profits: (if Investor needs more space, please provide a separate addendum) Unrestricted Investors (5) The Investor is a foreign or domestic account or investment fund (for example, (Initial) limited partnerships, limited liability companies or trusts) in which persons included in any of paragraphs (1)-(3) above have a beneficial interest (each, a "Restricted Participant"), but the Investor hereby represents and warrants that such Restricted Participants affiliated with the same Public Company or Covered Non-Public Company in aggregate (as to each such Public Company or Covered Non-Public Company) are allocated no more than 25% of any profits or losses attributable to new issues received by the Investor. If this item is checked, indicate the company on whose behalf such executive officer or director serves and the percentage share of profits or losses attributable to new issues to be received by all Restricted Participants: Name of Company Share of profits (if Investor needs more space, please provide a separate addendum) (6) The Investor is an investment company organized under the laws of a foreign (Initial) jurisdiction whose shares or units are either (i) listed on a foreign exchange and authorized for sale to the public or (ii) authorized for sale to the public by a foreign regulatory authority (and, in each case, not limited for sale to only high net worth individuals or other select investors) and where no person who owns more than 5% of the shares or units of the investor is a restricted person. (7) The Investor is an investment company registered as such under the Company (Initial) Act. S-19 4810-9064-3536 v.5 EFTA00314445  (8) The Investor is a common trust fund, or similar fund as described i