A. Investor Representations and Warranties Concerning Suitability and Accredited Investor Status. The undersigned represents and warrants the following information:

Please check all that apply indicating the basis upon which the undersigned qualifies as an Accredited Investor.

“Disqualifying Events”

Rule 506 of Regulation D under the Securities Act, include “Bad Actor” disqualification requirements in Rule 506(d). Under Rule 506(d), the Company will not be permitted to rely on the Rule 506 Safe Harbor from Securities Act registration if the Company or any other person covered by the rule (which includes beneficial owners of 20% of voting shares) experiences a “disqualifying event.” The Company is also required to provide disclosures to investors about certain past “disqualifying events.”

As a result, the Company requires certain acknowledgements, representations, warranties and undertakings from Subscriber as to whether it is subject to a “disqualifying event” before the Company will issue Interests to Subscriber. The Company may, in certain limited instances, issue Interests despite a subscriber having a past “Disqualifying Event.” After reviewing disqualifying event, Subscriber should indicate its Rule 506(d) status in (xvi) above.

Subscriber has a “disqualifying event” if Subscriber:

1. has within the last ten (10) years, been convicted of a felony or misdemeanor, in the United States, (i) in connection with the purchase or sale of any security, (ii) involving the making of any false filing with the SEC or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser, or paid solicitor of purchasers of securities;
   
   
2. is currently subject to any order, judgment or decree of any U.S. court of competent jurisdiction, entered in the last five (5) years, that restrains or enjoins the Applicant from engaging or continuing to engage in any conduct or practice (i) in connection with the purchase or sale of any security, (ii) involving the making of a false filing with the SEC or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities;
   
   
3. is currently subject to a final order of a State Securities Commission (or an agency or officer of a State performing like functions), a State authority that supervises or examines banks, savings associations, or credit unions, a State insurance commission (or an agency or officer of a State performing like functions), an appropriate Federal banking agency, the National Credit Union Administration, or the Commodity Futures Trading Commission, that —
   

   (a) bars Subscriber from —

   i. association with an entity regulated by such commission, authority, agency, or officer;

   ii. engaging in the business of securities, insurance, or banking; or

   iii. engaging in savings association or credit union activities; or

   (b) constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct within the last ten (10) years;

4. is currently subject to an order of the SEC pursuant to Section 15(b) or 15B(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or Section 203(e) or (f) of the Investment Advisers Act that (i) suspends or revokes Subscriber’s registration as a broker, dealer, municipal securities dealer or investment adviser, (ii) places limitations on Subscriber’s activities, functions or operations or (iii) bars Subscriber from being associated with any entity or from participating in the offering of any penny stock;
   
   
5. is currently subject to any order of the SEC, entered in the last five (5) years, that orders Subscriber to cease and desist from committing or causing a violation or future violation of (i) any scienter-based anti-fraud provision of the federal securities laws (including without limitation Section 17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act (but excluding a violation of Rule 105 or Regulation M under the Exchange Act) and Rule 10b-5 thereunder, Section 15(c)(1) of the Exchange Act and Section 206(1) of the Advisers Act, or any other rule or regulation thereunder) or (ii) Section 5 of the Securities Act;
   
   
6. is currently suspended or expelled from membership in, or suspended or barred from association with a member of, a self-regulatory organization for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade;
   
   
7. has filed as a registrant or issuer, or has been named as an underwriter in, a registration statement or Regulation A offering statement filed with the SEC that, within the last five (5) years, (i) was the subject of a refusal order, stop order, or order suspending the Regulation A exemption or (ii) is currently the subject of an investigation or a proceeding to determine whether such a stop order or suspension order should be issued; or
   
   
8. is subject to (i) a United States Postal Service false representation order entered into within the last five (5) years, or (ii) a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations.

The undersigned hereby certifies that the undersigned has such knowledge and experience in financial and business matters that the undersigned is capable of evaluating the merits and risks of an investment in the Series 1 Interests and that purchase of the Series 1 Interests may be deemed to be a speculative investment and is not intended as a complete investment program. The undersigned hereby certifies that the undersigned acknowledges that an investment in the Partnership is designed only for investors who have adequate means of providing for their needs and contingencies without relying on distributions or withdrawals from their Partnership accounts; who are financially able to maintain their investment; and who can afford the loss of their investment. There can be no assurance that the Partnership will achieve its investment objective, and investors may lose a substantial portion of their investment. The undersigned further hereby certifies that the undersigned is a sophisticated investor.

The undersigned confirms that (i) the undersigned will not use the assets of a “Benefit Plan Investor” as defined in the United States Department of Labor (“DOL”) Regulation §2510.3-101 to invest in the Partnership, provided that a Benefit Plan Investor includes (i) any employee benefit plan as defined in section 3(3) of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not it is subject to the provisions of Title I of ERISA (including governmental plans), (ii) any plan described in section 4975(e)(1) of the Internal Revenue Code of 1986, as amended (including an individual retirement account), and (iii) any entity, including a master trust established for one or more pension plans, whose underlying assets include plan assets by reason of a plan’s investment in an entity;

or (iv) if the undersigned is an insurance company general account, no portion of the assets in the undersigned’s general account constitutes “plan assets” subject to ERISA. 

The undersigned shall promptly provide to the General Partner such information as the General Partner may from time to time request for purposes of determining whether the assets of the Partnership are “plan assets” under ERISA.

The undersigned confirms that, if the Series 1 Interests are being acquired by the undersigned by or on behalf of any “employee benefit plan” subject to section 3(3) of ERISA or of a plan subject to section 4975 of the Code or any entity the assets of which constitute assets of such employee benefit plan or plans, (x) such acquisition has been duly authorized in accordance with the governing documents of such plan and (y) such acquisition and the subsequent holding of the Series 1 Interests does not and will not constitute a “prohibited transaction” within the meaning of section 406 of ERISA or section 4975 of the Code that is not subject to an exemption contained in ERISA or in the rules and regulations adopted by the DOL thereunder. The undersigned acknowledges that as a Limited Partner the undersigned will have no right to withdraw from the Partnership except as specifically provided in the Agreement of Limited Partnership.

Verification Documents

If the Investor is (i) an individual or (ii) relying on the accredited investor status of its owners who are individuals, the Investor has provided the following “accredited investor” verification documentation to the General Partner: