Subscription Agreement

“Partnership” means [Legal name of the Delaware limited partnership].

“General Partner” means [Legal name of the general partner].

“Manager” means [Legal name of the investment manager].

“Subscriber” means [Legal name of the subscribing investor, which becomes the limited partner].

“Partnership Agreement” means the Limited Partnership Agreement of the Partnership, as amended from time to time.

“Memorandum” means the Partnership's private placement memorandum dated [Date of the private placement memorandum delivered with this agreement], as supplemented from time to time.

“Questionnaire” means the Hedge Fund Investor Questionnaire the Subscriber completes and delivers with this Agreement, and any update of it.

“Subscription Date” means [Subscription date as of which the investor asks to be admitted or to add capital], or any later subscription date the General Partner selects under the Partnership Agreement.

Capitalized terms used but not defined in this Agreement have the meanings given in the Partnership Agreement.

Subject to the terms of this Agreement and the Partnership Agreement, the Subscriber irrevocably subscribes for a limited partnership interest in the Partnership and agrees to make a cash capital contribution of [Capital contribution the investor subscribes for, as a formatted dollar amount] as of the Subscription Date. The minimum initial contribution is $1,000,000, which the General Partner may waive or reduce in its discretion. Once delivered, this subscription may not be revoked or withdrawn by the Subscriber.

The Subscriber shall deliver this Agreement, the completed Questionnaire, the tax forms the Questionnaire requests, and any identity information the General Partner requests so that they are received at least 5 business days before the Subscription Date. The Subscriber shall send its capital contribution in cleared United States dollar funds, by wire transfer from an account in the Subscriber's own name, under the instructions the General Partner provides, so that the funds are received by the same deadline. Funds received before the Subscription Date are held in a Partnership bank account and are not invested for the Partnership until the Subscription Date.

The General Partner may reject this subscription, in whole or in part, for any reason and in its sole discretion, including because the Subscriber has not provided information the General Partner requested to verify its identity or eligibility. If a subscription is rejected, the Partnership will promptly return the rejected amount without interest, and this Agreement will be void to that extent. This Agreement binds the Partnership only when the General Partner accepts it by signing the acceptance below.

The Subscriber is admitted as a limited partner as of the Subscription Date when the General Partner has accepted this subscription, received the Subscriber's capital contribution, and recorded the admission in the Partnership's books, as the Partnership Agreement provides. On admission, the Subscriber becomes a party to the Partnership Agreement and is bound by each of its terms as if it had signed the Partnership Agreement. The Subscriber's execution of this Agreement is also its execution of a counterpart signature page to the Partnership Agreement. If this Agreement and the Partnership Agreement conflict, the Partnership Agreement governs.

The Subscriber appoints the General Partner as its attorney-in-fact, with power of substitution, solely to execute and deliver on the Subscriber's behalf a counterpart signature page to the Partnership Agreement. This power of attorney is coupled with an interest and is irrevocable until the General Partner accepts or rejects this subscription, and it confers no other authority. Any power of attorney in the Partnership Agreement applies by its own terms and is neither expanded nor limited by this section.

The Subscriber represents to the Partnership, the General Partner, and the Manager that it has full power and authority to execute, deliver, and perform this Agreement and the Partnership Agreement; that, if it is not an individual, its subscription has been authorized by all necessary action; and that this Agreement is its legal, valid, and binding obligation. The execution and performance of this Agreement do not conflict with or violate its governing documents, any agreement to which it is a party, or any law or order applicable to it. If the Subscriber is acting as trustee, agent, representative, or nominee for another person, the representations in this Agreement and the Questionnaire are made with respect to both the Subscriber and that person, and the Subscriber has all authority from that person that it needs to make them.

The Subscriber has received the Memorandum and the Partnership Agreement. It has had the opportunity to ask questions of, and receive answers from, the General Partner concerning the terms of an investment in the Partnership and to obtain any additional information it requested. In deciding to invest, it has relied only on the Memorandum, the Partnership Agreement, this Agreement, and its own advisers, and not on any other statement. The Subscriber understands that legal counsel to the Partnership, the General Partner, and the Manager does not represent the Subscriber in connection with this investment.

The Subscriber is acquiring its interest for its own account for investment and not with a view to any distribution of it. The Subscriber understands that an investment in the Partnership is speculative and involves the risks described in the Memorandum, that withdrawals are limited by the Partnership Agreement, and that it may lose its entire investment. Its financial situation is such that it can bear the economic risk of the investment and hold it for an indefinite period, and it has no need for liquidity from this investment.

The Subscriber understands that its interest has not been and will not be registered under the Securities Act of 1933 or any state securities law, and is being offered and sold in reliance on exemptions from registration that depend in part on the accuracy of the Subscriber's representations. The Partnership has no obligation to register the interest. The Subscriber will not sell, assign, pledge, or otherwise transfer its interest except as the Partnership Agreement permits and in compliance with the Securities Act and applicable state securities laws. The Subscriber did not learn of this offering through any advertisement, article, or notice published in a newspaper, magazine, website, or similar media or broadcast, or through any seminar or meeting whose attendees were invited by general solicitation or general advertising, except as the Memorandum states in an offering made under Rule 506(c).

The Subscriber's answers in the Questionnaire are true, correct, and complete, and the Partnership, the General Partner, and the Manager may rely on them. The Subscriber has answered the Questionnaire's questions so that the General Partner can determine from the facts stated whether the Subscriber meets the investor eligibility requirements of the Partnership Agreement: that the General Partner reasonably believes the Subscriber is an accredited investor as defined in Rule 501(a) under the Securities Act, or that the Subscriber is otherwise eligible to purchase its interest under the exemption from registration on which the offering relies; and that the Subscriber, together with any equity owner of the Subscriber that Rule 205-3 under the Investment Advisers Act of 1940 treats as a client, is a qualified client as defined in that rule. The Subscriber has also answered the Questionnaire's questions about its beneficial owners and its purpose in investing so that the General Partner can count the Partnership's beneficial owners under Section 3(c)(1) of the Investment Company Act of 1940.

The Subscriber has stated in the Questionnaire whether it is, or is investing the assets of, a benefit plan investor. If it is, the fiduciary who decided to invest is independent of the Partnership, the General Partner, the Manager, and their affiliates; made that decision after considering the plan's investment policy, diversification, and liquidity needs; and has determined that the investment is permitted by the plan's governing documents and does not result in a non-exempt prohibited transaction. Neither the Manager nor any of its affiliates has provided investment advice to that fiduciary on which the decision to invest was based.

The amounts the Subscriber contributes to the Partnership are not derived from activities that violate United States federal or state law or any other applicable anti-money-laundering law. Neither the Subscriber nor, to its knowledge after reasonable inquiry, any person controlling, controlled by, or under common control with it or having a beneficial interest in it, is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control, and it is not investing on behalf of any such person. The Subscriber is not a foreign shell bank. The Subscriber will provide any information the General Partner or the Partnership's administrator reasonably requests to verify its identity, its beneficial owners, and the source of its funds. If the General Partner reasonably believes that the Subscriber has become a person with whom the Partnership may not deal, it may block the Subscriber's investment, decline a withdrawal, or require the Subscriber to withdraw, as applicable law requires, and the Subscriber has no claim against the Partnership or the General Partner for doing so.

The Subscriber has delivered a correct and complete Internal Revenue Service Form W-9, if it is a United States person, or the applicable Form W-8, if it is not, together with any self-certification the Questionnaire requests for the Foreign Account Tax Compliance Act and the Common Reporting Standard. The Subscriber will furnish any additional tax information, forms, and certifications the General Partner reasonably requests, and will deliver an updated form promptly if any information on a form it provided becomes inaccurate. The Partnership may withhold taxes and charge them to the Subscriber as the Partnership Agreement provides.

The Subscriber understands that the Partnership will rely on its answers in the Questionnaire to determine whether it is a restricted person under FINRA Rule 5130 or a covered person under FINRA Rule 5131, and therefore whether it may participate in profits and losses from new issues. Those answers are accurate, and the Subscriber will notify the General Partner if any of them ceases to be accurate. Until the General Partner receives answers it considers complete, it may treat the Subscriber as ineligible to participate in new issues.

Except as the Subscriber has disclosed in the Questionnaire, the Subscriber is not subject to the Freedom of Information Act or any similar state or local law under which it is or may be compelled to disclose to the public information about its investment in the Partnership. If the Subscriber is subject to such a law, it will notify the General Partner promptly of any request for Partnership information it receives, and the General Partner may limit the information it furnishes to the Subscriber to the extent reasonably necessary to protect confidential Partnership information.

The Subscriber's representations in this Agreement and the Questionnaire are true on the date it signs this Agreement and will be true on the Subscription Date. The Subscriber will notify the General Partner in writing promptly, and in any event within thirty days, of any change in fact that would make any of them untrue if made as of the date of that change. The Partnership, the General Partner, and the Manager may rely on those representations until they receive that notice.

If the General Partner permits the Subscriber to make an additional capital contribution under the Partnership Agreement, the Subscriber's request is made subject to the terms of this Agreement, and the Subscriber is treated as reaffirming each of its representations in this Agreement and the Questionnaire, as updated in writing, as of the date the General Partner accepts the additional contribution.

The Subscriber shall indemnify the Partnership, the General Partner, and the Manager against losses, claims, damages, and liabilities, including reasonable legal fees, that result from any representation of the Subscriber in this Agreement or the Questionnaire being untrue when made. The Subscriber's aggregate liability under this section shall not exceed the amount of its capital contribution under this Agreement. This section does not limit any right of the Partnership under the Partnership Agreement, including its right to charge taxes to the Subscriber or to require a withdrawal.

The Partnership and the General Partner will treat the information the Subscriber provides as confidential. They may disclose it to the Manager, the Partnership's administrator, auditors, legal counsel, and other service providers that need it to perform their services, and to governmental authorities when required by law, regulation, subpoena, or court order, or when the General Partner considers disclosure necessary to comply with anti-money-laundering or sanctions law.

The Subscriber consents to receive statements, reports, tax information, notices, and other communications about the Partnership and its investment in electronic form, including by e-mail or through a secure website, in place of paper copies. The Subscriber may revoke this consent by written notice to the General Partner.

Notices under this Agreement must be in writing and delivered to the General Partner at [General partner address] or to the Subscriber at [Notice address of the subscribing investor], or to another address a party designates by notice. This Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-laws principles, and any dispute arising out of it will be resolved in the forum and by the method that the Partnership Agreement provides for disputes arising out of the Partnership Agreement. The Subscriber may not assign this Agreement without the General Partner's prior written consent. This Agreement, the Questionnaire, the Partnership Agreement, and any written side letter with the Subscriber constitute the entire agreement concerning the Subscriber's subscription. If any provision is invalid, the remaining provisions continue in effect. The Subscriber's representations and the limited indemnity survive its admission. This Agreement may be signed in counterparts and by electronic signature, each of which is treated as an original.