Common use of Qualified Purchaser Clause in Contracts

Qualified Purchaser. Subscriber will generally qualify as a “qualified purchaser” if Subscriber falls within one or more of the following categories: (a) The Subscriber is a natural person (including any person who will hold a joint, community property, or other similar shared ownership interest in the Fund with that person’s qualified purchaser spouse) who owns at least $5,000,000 in Investments (as defined above). (b) The Subscriber is a company (a corporation, a partnership, an association, a joint-stock company, a trust or a fund) that owns not less than $5,000,000 in investments and that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or family foundations, family charitable organizations, or family trusts established by or for the benefit of such persons. (c) The Subscriber is a trust that was not formed for the specific purpose of acquiring the securities offered, as to which the trustee or other persons authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a “qualified purchaser”. (d) The Subscriber is a person (including a company), acting for its own account or the accounts of other qualified purchasers, who in the aggregate owns and invests on a discretionary basis not less than $25,000,000 in Investments. (e) The Subscriber is a company (a corporation, a partnership, an association, a joint-stock company, a trust or a fund), regardless of the amount of its Investments (as defined above), each of the beneficial owners (including participants in a participant-directed XXX or employee benefit plan within the meaning of ERISA) of which is an entity or person described in sub-item (a), (b), or (c) above. 1. Is the Subscriber, or is the Subscriber acting on behalf of, a plan that is subject to the fiduciary responsibility provisions of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)? yes no 2. Is the Subscriber, or is the Subscriber acting on behalf of, a plan to which Section 4975 of the Internal Revenue Code of 1986, as amended (“Code”) applies? yes no 3. Is the Subscriber an insurance company general account? 4. Is the Subscriber an entity whose underlying assets include plan assets by reason of a plan’s investment in the entity? yes no If the answer to the above question is “yes”, please indicate the maximum percentage (if any) of the Subscriber’s assets that it anticipates might constitute Benefit Plan Investor assets during the period of its investment: ______%

Qualified Purchaser. Subscriber will generally qualify as a “qualified purchaser” if Subscriber falls within one or more of the following categories: (a) The Subscriber is a natural person (including any person who will hold a joint, community property, or other similar shared ownership interest in the Fund with that person’s qualified purchaser spouse) who owns at least $5,000,000 in Investments (as defined above). (b) The Subscriber is a company (a corporation, a partnership, an association, a joint-stock company, a trust or a fund) that owns not less than $5,000,000 in investments and that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or family foundations, family charitable organizations, or family trusts established by or for the benefit of such persons. (c) The Subscriber is a trust that was not formed for the specific purpose of acquiring the securities offered, as to which the trustee or other persons authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a “qualified purchaser”. (d) The Subscriber is a person (including a company), acting for its own account or the accounts of other qualified purchasers, who in the aggregate owns and invests on a discretionary basis not less than $25,000,000 in Investments. (e) The Subscriber is a company (a corporation, a partnership, an association, a joint-stock company, a trust or a fund), regardless of the amount of its Investments (as defined above), each of the beneficial owners (including participants in a participant-directed XXX or employee benefit plan within the meaning of ERISA) of which is an entity or person described in sub-item (a), (b), or (c) above. 11 . Is the Subscriber, or is the Subscriber acting on behalf of, a plan that is subject to the fiduciary responsibility provisions of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)? ¨ yes ¨ no 22 . Is the Subscriber, or is the Subscriber acting on behalf of, a plan to which Section 4975 of the Internal Revenue Code of 1986, as amended (“Code”) applies? ¨ yes ¨ no 33 . Is the Subscriber an insurance company general account?? ¨ yes ¨ no If the answer to the above question is "yes", please indicate the maximum percentage (if any) of the Subscriber's assets that it anticipates might constitute Benefit Plan Investor assets during the period of its investment: % 44 . Is the Subscriber an entity whose underlying assets include plan assets by reason of a plan’s investment in the entity? ¨ yes ¨ no If the answer to the above question is “yes”, please indicate the maximum percentage (if any) of the Subscriber’s assets that it anticipates might constitute Benefit Plan Investor assets during the period of its investment: ______%

Qualified Purchaser. Subscriber will generally qualify as a “qualified purchaser” if Subscriber falls within one or more of the following categories: (a) The Subscriber is a natural person (including any person who will hold a joint, community property, or other similar shared ownership interest in the Fund with that person’s qualified purchaser spouse) who owns at least $5,000,000 in Investments (as defined above). (b) The Subscriber is a company (a corporation, a partnership, an association, a joint-stock company, a trust or a fund) that owns not less than $5,000,000 in investments and that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or family foundations, family charitable organizations, or family trusts established by or for the benefit of such persons. (c) The Subscriber is a trust that was not formed for the specific purpose of acquiring the securities offered, as to which the trustee or other persons authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a “qualified purchaser”. (d) The Subscriber is a person (including a company), acting for its own account or the accounts of other qualified purchasers, who in the aggregate owns and invests on a discretionary basis not less than $25,000,000 in Investments. (e) The Subscriber is a company (a corporation, a partnership, an association, a joint-stock company, a trust or a fund), regardless of the amount of its Investments (as defined above), each of the beneficial owners (including participants in a participant-directed XXX or employee benefit plan within the meaning of ERISA) of which is an entity or person described in sub-item (a), (b), or (c) above. 1. Is the Subscriber, or is the Subscriber acting on behalf of, a plan that is subject to the fiduciary responsibility provisions of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)? yes no 2. Is the Subscriber, or is the Subscriber acting on behalf of, a plan to which Section 4975 of the Internal Revenue Code of 1986, as amended (“Code”) applies? yes no 3. Is the Subscriber an insurance company general account? 4. Is the Subscriber an entity whose underlying assets include plan assets by reason of a plan’s investment in the entity? yes no If the answer to the above question is “yes”, please indicate the maximum percentage (if any) of the Subscriber’s assets that it anticipates might constitute Benefit Plan Investor assets during the period of its investment: ______%

Qualified Purchaser. Subscriber will generally qualify as a “qualified purchaser” if Subscriber falls within one or more of the following categories: (a) The Subscriber is a natural person (including any person who will hold a joint, community property, or other similar shared ownership interest in the Fund with that person’s qualified purchaser spouse) who owns at least $5,000,000 in Investments (as defined above). (b) The Subscriber is a company (a corporation, a partnership, an association, a joint-stock company, a trust or a fund) that owns not less than $5,000,000 in investments and that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or family foundations, family charitable organizations, or family trusts established by or for the benefit of such persons. (c) The Subscriber is a trust that was not formed for the specific purpose of acquiring the securities offered, as to which the trustee or other persons authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a “qualified purchaser”. (d) The Subscriber is a person (including a company), acting for its own account or the accounts of other qualified purchasers, who in the aggregate owns and invests on a discretionary basis not less than $25,000,000 in Investments. (e) The Subscriber is a company (a corporation, a partnership, an association, a joint-stock company, a trust or a fund), regardless of the amount of its Investments (as defined above), each of the beneficial owners (including participants in a participant-directed XXX or employee benefit plan within the meaning of ERISA) of which is an entity or person described in sub-item (a), (b), or (c) above. 1. Is the Subscriber, or is the Subscriber acting on behalf of, a plan that is subject to the fiduciary responsibility provisions of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)? o yes o no 2. Is the Subscriber, or is the Subscriber acting on behalf of, a plan to which Section 4975 of the Internal Revenue Code of 1986, as amended (“Code”) applies? o yes o no 3. Is the Subscriber an insurance company general account? 4. Is the Subscriber an entity whose underlying assets include plan assets by reason of a plan’s investment in the entity? o yes o no If the answer to the above question is “yes”, please indicate the maximum percentage (if any) of the Subscriber’s assets that it anticipates might constitute Benefit Plan Investor assets during the period of its investment: ______%

Qualified Purchaser. Subscriber will generally qualify as a “qualified purchaser” if Subscriber falls within one or more of the following categories: (a) The Subscriber is a natural person (including any person who will hold a joint, community property, or other similar shared ownership interest in the Fund with that person’s qualified purchaser spouse) who owns at least $5,000,000 in Investments (as defined above). (b) The Subscriber is a company (a corporation, a partnership, an association, a joint-stock company, a trust or a fund) that owns not less than $5,000,000 in investments and that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or family foundations, family charitable organizations, or family trusts established by or for the benefit of such persons. (c) The Subscriber is a trust that was not formed for the specific purpose of acquiring the securities offered, as to which the trustee or other persons authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a “qualified purchaser”. (d) The Subscriber is a person (including a company), acting for its own account or the accounts of other qualified purchasers, who in the aggregate owns and invests on a discretionary basis not less than $25,000,000 in Investments. (e) The Subscriber is a company (a corporation, a partnership, an association, a joint-stock company, a trust or a fund), regardless of the amount of its Investments (as defined above), each of the beneficial owners (including participants in a participant-directed XXX or employee benefit plan within the meaning of ERISA) of which is an entity or person described in sub-item (a), (b), or (c) above. 1. Is the Subscriber, or is the Subscriber acting on behalf of, a plan that is subject to the fiduciary responsibility provisions of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)? ¨ yes ¨ no 2. Is the Subscriber, or is the Subscriber acting on behalf of, a plan to which Section 4975 of the Internal Revenue Code of 1986, as amended (“Code”) applies? ¨ yes ¨ no 3. Is the Subscriber an insurance company general account?? ¨ yes ¨ no If the answer to the above question is "yes", please indicate the maximum percentage (if any) of the Subscriber's assets that it anticipates might constitute Benefit Plan Investor assets during the period of its investment: _____ % 4. Is the Subscriber an entity whose underlying assets include plan assets by reason of a plan’s investment in the entity? ¨ yes ¨ no If the answer to the above question is “yes”, please indicate the maximum percentage (if any) of the Subscriber’s assets that it anticipates might constitute Benefit Plan Investor assets during the period of its investment: _______ %

Qualified Purchaser. Subscriber will generally qualify as a “qualified purchaser” if Subscriber falls within one or more of the following categories: (a) The Subscriber is a natural person (including any person who will hold a joint, community property, or other similar shared ownership interest in the Fund with that person’s qualified purchaser spouse) who owns at least $5,000,000 in Investments (as defined above). (b) The Subscriber is a company (a corporation, a partnership, an association, a joint-stock company, a trust or a fund) that owns not less than $5,000,000 in investments and that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or family foundations, family charitable organizations, or family trusts established by or for the benefit of such persons. (c) The Subscriber is a trust that was not formed for the specific purpose of acquiring the securities offered, as to which the trustee or other persons authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a “qualified purchaser”. (d) The Subscriber is a person (including a company), acting for its own account or the accounts of other qualified purchasers, who in the aggregate owns and invests on a discretionary basis not less than $25,000,000 in Investments. (e) The Subscriber is a company (a corporation, a partnership, an association, a joint-stock company, a trust or a fund), regardless of the amount of its Investments (as defined above), each of the beneficial owners (including participants in a participant-directed XXX or employee benefit plan within the meaning of ERISA) of which is an entity or person described in sub-item (a), (b), or (c) above. 1. Is the Subscriber, or is the Subscriber acting on behalf of, a plan that is subject to the fiduciary responsibility provisions of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)? o yes o no 2. Is the Subscriber, or is the Subscriber acting on behalf of, a plan to which Section 4975 of the Internal Revenue Code of 1986, as amended (“Code”) applies? o yes o no 3. Is the Subscriber an insurance company general account?? o yes o no If the answer to the above question is "yes", please indicate the maximum percentage (if any) of the Subscriber's assets that it anticipates might constitute Benefit Plan Investor assets during the period of its investment: _____ % 4. Is the Subscriber an entity whose underlying assets include plan assets by reason of a plan’s investment in the entity? o yes o no If the answer to the above question is “yes”, please indicate the maximum percentage (if any) of the Subscriber’s assets that it anticipates might constitute Benefit Plan Investor assets during the period of its investment: ______%

Qualified Purchaser. Subscriber will generally qualify as a “qualified purchaser” if Subscriber falls within one or more of the following categories: (a) The Subscriber is a natural person (including any person who will hold a joint, community property, or other similar shared ownership interest in the Fund with that person’s qualified purchaser spouse) who owns at least $5,000,000 in Investments (as defined above). (b) The Subscriber is a company (a corporation, a partnership, an association, a joint-stock company, a trust or a fund) that owns not less than $5,000,000 in investments and that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or family foundations, family charitable organizations, or family trusts established by or for the benefit of such persons. (c) The Subscriber is a trust that was not formed for the specific purpose of acquiring the securities offered, as to which the trustee or other persons authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a “qualified purchaser”. (d) The Subscriber is a person (including a company), acting for its own account or the accounts of other qualified purchasers, who in the aggregate owns and invests on a discretionary basis not less than $25,000,000 in Investments. (e) The Subscriber is a company (a corporation, a partnership, an association, a joint-stock company, a trust or a fund), regardless of the amount of its Investments (as defined above), each of the beneficial owners (including participants in a participant-directed XXX IXX or employee benefit plan within the meaning of ERISA) of which is an entity or person described in sub-item (a), (b), or (c) above. 1. Is the Subscriber, or is the Subscriber acting on behalf of, a plan that is subject to the fiduciary responsibility provisions of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)? yes no 2. Is the Subscriber, or is the Subscriber acting on behalf of, a plan to which Section 4975 of the Internal Revenue Code of 1986, as amended (“Code”) applies? yes no 3. Is the Subscriber an insurance company general account? 4. Is the Subscriber an entity whose underlying assets include plan assets by reason of a plan’s investment in the entity? yes no If the answer to the above question is “yes”, please indicate the maximum percentage (if any) of the Subscriber’s assets that it anticipates might constitute Benefit Plan Investor assets during the period of its investment: ______%

Qualified Purchaser. Subscriber will generally qualify as a “qualified purchaser” if Subscriber falls within one or more of the following categories: (a) The Subscriber is a natural person (including any person who will hold a joint, community property, or other similar shared ownership interest in the Fund with that person’s qualified purchaser spouse) who owns at least $5,000,000 in Investments (as defined above). (b) The Subscriber is a company (a corporation, a partnership, an association, a joint-stock company, a trust or a fund) that owns not less than $5,000,000 in investments and that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or family foundations, family charitable organizations, or family trusts established by or for the benefit of such persons. (c) The Subscriber is a trust that was not formed for the specific purpose of acquiring the securities offered, as to which the trustee or other persons authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a “qualified purchaser”. (d) The Subscriber is a person (including a company), acting for its own account or the accounts of other qualified purchasers, who in the aggregate owns and invests on a discretionary basis not less than $25,000,000 in Investments. (e) The Subscriber is a company (a corporation, a partnership, an association, a joint-stock company, a trust or a fund), regardless of the amount of its Investments (as defined above), each of the beneficial owners (including participants in a participant-directed XXX or employee benefit plan within the meaning of ERISA) of which is an entity or person described in sub-item (a), (b), or (c) above. 1. Is the Subscriber, or is the Subscriber acting on behalf of, a plan that is subject to the fiduciary responsibility provisions of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)? o yes o no 2. Is the Subscriber, or is the Subscriber acting on behalf of, a plan to which Section 4975 of the Internal Revenue Code of 1986, as amended (“Code”) applies? o yes o no 3. Is the Subscriber an insurance company general account?? o yes o no If the answer to the above question is "yes", please indicate the maximum percentage (if any) of the Subscriber's assets that it anticipates might constitute Benefit Plan Investor assets during the period of its investment: 4. Is the Subscriber an entity whose underlying assets include plan assets by reason of a plan’s investment in the entity? o yes no If the answer to the above question is “yes”, please indicate the maximum percentage (if any) of the Subscriber’s assets that it anticipates might constitute Benefit Plan Investor assets during the period of its investment: ______%o no

Qualified Purchaser. Subscriber will generally qualify as a “qualified purchaser” if Subscriber falls within one or more of the following categories: (a) The Subscriber is a natural person (including any person who will hold a joint, community property, or other similar shared ownership interest in the Fund with that person’s qualified purchaser spouse) who owns at least $5,000,000 in Investments (as defined above). (b) The Subscriber is a company (a corporation, a partnership, an association, a joint-stock company, a trust or a fund) that owns not less than $5,000,000 in investments and that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or family foundations, family charitable organizations, or family trusts established by or for the benefit of such persons. (c) The Subscriber is a trust that was not formed for the specific purpose of acquiring the securities offered, as to which the trustee or other persons authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a “qualified purchaser”. (d) The Subscriber is a person (including a company), acting for its own account or the accounts of other qualified purchasers, who in the aggregate owns and invests on a discretionary basis not less than $25,000,000 in Investments. (e) The Subscriber is a company (a corporation, a partnership, an association, a joint-stock company, a trust or a fund), regardless of the amount of its Investments (as defined above), each of the beneficial owners (including participants in a participant-directed XXX or employee benefit plan within the meaning of ERISA) of which is an entity or person described in sub-item (a), (b), or (c) above. 1. Is the Subscriber, or is the Subscriber acting on behalf of, a plan that is subject to the fiduciary responsibility provisions of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)? __ yes __ no 2. Is the Subscriber, or is the Subscriber acting on behalf of, a plan to which Section 4975 of the Internal Revenue Code of 1986, as amended (“Code”) applies? __ yes __ no 3. Is the Subscriber an insurance company general account? 4. Is the Subscriber an entity whose underlying assets include plan assets by reason of a plan’s investment in the entity? __ yes __ no If the answer to the above question is “yes”, please indicate the maximum percentage (if any) of the Subscriber’s assets that it anticipates might constitute Benefit Plan Investor assets during the period of its investment: ______%