INVESTMENT LETTER
EXCELSIOR VENTURE PARTNERS III, LLC
Excelsior Venture Partners III, LLC (the "Fund"), a closed-end,
non-diversified management investment company that has elected to be
treated as a business development company, and ▇▇▇▇▇ ▇. ▇▇▇▇ ("Purchaser"),
intending to be legally bound, hereby agree as follows:
1. In order to provide the Fund with its initial capital, the Fund hereby
sells to Purchaser and Purchaser purchases one unit of membership interest
of the Fund at a price of $500 (the "Unit") on July 7, 2000. The Fund
hereby acknowledges receipt from Purchaser of funds in the amount of $500
in full payment for the Unit.
2. Purchaser acknowledges that the initial payment of $500 represents
one-half of the required capital contribution to the Company and warrants
that an additional capital contribution of $500 will be paid by Purchaser
on the first anniversary of the final subscription closing date.
3. Purchaser represents and warrants to the Fund that the Unit is being
acquired for investment and not with a view to distribution thereof, and
that Purchaser has no present intention to redeem or dispose of the Unit.
4. Purchaser represents that he is an accredited investor as that term is
defined under the Securities of 1933, as amended, and the Rules and
Regulations thereunder.
5. Purchaser represents that he understands the risks involved in an
investment in the Company's Units, has evaluated the risk of investing in
the Company's Units and has determined that the Units are a suitable
investment for the Purchaser.
IN WITNESS WHEREOF, the parties have executed this agreement as
of the 7th day of July, 2000.
EXCELSIOR VENTURE PARTNERS III, LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title:Secretary
▇▇▇▇▇ ▇. ▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇
