EFTA00604465.pdf

Honeycomb Ventures I LP Subscription Documents General Partner: Honeycomb Advisors LLC DOC ID - 26358443.8 EFTA00604465 INVESTMENT PROCEDURES Prospective investors should read the Limited Partnership Agreement of the Partnership and this booklet prior to subscribing to the Partnership. If you are interested in subscribing for an Interest (as defined herein), please complete all applicable pages as indicated below and promptly return this booklet, including adequate anti-money laundering documentation if requested, by one of the following methods to Honeycomb Advisors, LLC (the "General Partner") no later than three business days prior to the date of subscription: 1. Send via e-mail to 2. Send via mail to: Honeycomb Ventures I LP Attention: Dominique Ahumada If you send your completed subscription documents and any supporting documentation using e-mail, you do not need to send the original documents by mail. If you send any such materials using e-mail please use encrypted password protected format. K Investor Profile Form (pages 11-16) K General Eligibility Representations (pages 17-58) K Tax Information (page 20) K Subscription Agreement Signature Page (page 59) K Limited Partnership Agreement Signature Page (page 61) K Notarization Acknowledgment (page 62) DOC ID - 26358443.8 EFTA00604466 WIRING INSTRUCTIONS You must wire the payment from an account in your name. If you are not wiring your payment from a bank located in an Approved FATF Country' you must contact the General Partner for further instructions prior to wiring your payment, which may result in a delay in your subscription. Bank: JPMorgan Chase Bank, N.A. Address: 270 Park Avenue Nev 'cHr NY 10017 ABA #: Account Name: Account Number: Hone comb Ventures I LP Reference: (Name of Subscriber) IMPORTANT 1. Please have the wiring bank identify the name of the prospective investor on the wire transfer. 2. We recommend that the wiring bank charge its wiring fees separately so that the amount for which you are subscribing may be invested in full. 3. Completed and executed copies of the Subscription Agreement (as defined herein), including adequate anti- money laundering documentation, must be received by the General Partner at least three (3) business days prior to the date of subscription. Payment in United States currency, by bank-to-bank transfer of the amount of the subscription must be received by the General Partner at least two (2) business days prior to the date of subscription. Any such time limitations may be waived by the General Partner in its sole discretion. 4. In order to comply with anti-money laundering regulations applicable to the Partnership, the Investor may be required to have the financial institution responsible for remitting subscription monies on behalf of the Investor, complete and send the bank reference letter in the Investor Profile Form to the General Partner. CLEARED FUNDS MUST BE IN THE PARTNERSHIP'S ACCOUNT TWO BUSINESS DAYS PRIOR TO THE DATE ON WHICH THE INVESTOR IS ADMITTED TO THE PARTNERSHIP OR NO LATER THAN JULY 5, 2017. As of the date hereof, approved countries that are members of the Financial Action Task Force on Money Laundering (each, an "Approved FATF Country) are: Argentina. Australia. Austria, Belgium, Brazil. Canada. Denmark. Finland. France. Germany. Greece. Hong Kong. Iceland. Ireland. Italy. Japan. Luxembourg. Mexico. Kingdom of the Netherlands. New Zealand. Norway. Ponugal. Singapore. South Africa. Spain. Sweden. Switzerland. Turkey. United Kingdom and the United States. DOC ID - 26358443.8 EFTA00604467 SUBSCRIPTION AGREEMENT Honeycomb Ventures I LP Telephone: Email: Attn.: Dominique Ahumada Re: Honeycomb Ventures I LP-Issuance of Limited Partnership Interests The undersigned (the "Investor") wishes to become a limited partner of Honeycomb Ventures I LP (the "Partnership"), a Delaware limited partnership, and to subscribe for a limited partnership interest (an "Interest") in the Partnership upon the terms and conditions set forth herein and in the Limited Partnership Agreement of the Partnership, as the same may be amended from time to time (the "Partnership Agreement"). Capitalized terms used herein but not defined herein shall have the meanings assigned to them in the Partnership Agreement. Accordingly, the Investor agrees as follows: I. SUBSCRIPTION FOR AN INTEREST (A) The Investor irrevocably agrees to become a limited partner of the Partnership (a "Limited Partner") and, in connection therewith, subscribes for and agrees to purchase an Interest in and to make a capital contribution (a "Capital Contribution") to the Partnership. (B) The Investor acknowledges and agrees that the Partnership reserves the right to reject this subscription for any reason or no reason, in whole or in part, and at any time prior to its acceptance. If the subscription is rejected, the Payment will be returned promptly to the Investor and this subscription agreement (together with the Investor Profile Form and the General Eligibility Representations, collectively, the "Subscription Agreement") shall have no force or effect. Upon acceptance of this subscription by the Partnership, the Investor shall become a Limited Partner. (C) The Investor acknowledges and agrees that the General Partner may return previously accepted Capital Contributions (e.g., in the event the Partnership is "cut-back" from any investment opportunity) without interest. Any such reduction shall be done in an amount and in a manner determined by the General Partner in its sole and absolute discretion. II. REPRESENTATIONS AND COVENANTS OF THE INVESTOR (A) The Investor agrees that it will not resell, reoffer or otherwise transfer the Interest without registration under the Securities Act of 1933, as amended (the "Securities Act"), or an exemption therefrom. The Investor acknowledges that the Interest subscribed for hereunder has not been and will not be registered under the Securities Act or any U.S. state securities laws or the laws of any other jurisdiction and, therefore, cannot be resold, reoffered or otherwise transferred unless it is so registered or an exemption from registration is available. The Investor acknowledges that the Partnership is under no obligation to register the Interest on the Investor's behalf or to assist the Investor in complying with any exemption from registration under the Securities Act or any other law. The Investor acknowledges that the Interest can only be transferred with the approval of the Honeycomb Advisors, LLC (the "General Partner") in accordance with the Partnership Agreement. The Investor acknowledges that the General Partner in its sole discretion may cause a compulsory withdrawal of all or any portion of the Investor's Interest in accordance with the Partnership Agreement. DOC ID - 26358443.8 1 EFTA00604468 (B) The Investor has received, carefully read and understands the Partnership Agreement. The Investor acknowledges receipt of Part 2A of Form ADV of Honeycomb Asset Management LP (the "Manager"), on or before the date of any subscription for Interests. The Investor acknowledges and agrees that it has made an independent decision to invest in the Partnership and that, in making its decision to subscribe for an Interest, or making a subsequent investment decision with respect to the Partnership, the Investor can rely only on information included in this Subscription Agreement and the Partnership Agreement (together, the "Constitutional Documents"), the Manager's Form ADV and any Additional Information. "Additional Information" means any information, other than information included in the Constitutional Documents, concerning the terms and conditions of the Interests or the status of the Partnership, communicated in writing to the Investor by the Partnership or the Manager and expressly identified as information upon which the Investor may rely in making its decision to invest in the Partnership. The Investor acknowledges and agrees that if Additional Information contradicts, modifies, supplements or amends any information included in the Constitutional Documents, the Constitutional Documents will control. The Investor is not relying on the Partnership, the General Partner or the Manager or any other person or entity with respect to the legal, tax and other economic considerations involved in this investment other than the Investor's own advisers. The Investor's investment in the Interest is consistent with the investment purposes, objectives and cash flow requirements of the Investor and will not adversely affect the Investor's overall need for diversification and liquidity. The Investor acknowledges that it is not subscribing pursuant hereto for an Interest as a result of, or pursuant to: (i) any advertisement, article, notice or other communications published in any newspaper, magazine or similar media (including any internet site whose information about the Partnership is not password protected) or broadcast over television or radio; or (ii) any seminar or meeting whose attendees, including the Investor, had been invited as a result of, or pursuant to, any of the foregoing. (C) The Investor has not and shall not reproduce, duplicate or deliver the Partnership Agreement or this Subscription Agreement to any other person, except professional advisers to the Investor or as authorized by the General Partner. Notwithstanding anything to the contrary herein, the Investor (and each employee, representative or other agent of the Investor) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of: (i) the Partnership and (ii) any of the Partnership's transactions, and all materials of any kind (including, without limitation, opinions or other tax analyses) that are provided to the Investor relating to such tax treatment and tax structure, it being understood that "tax treatment" and "tax structure" do not include the name or the identifying information of (i) the Partnership or (ii) the parties to a transaction (including the issuer of any financial instruments). (D) The Investor has such knowledge and experience in financial and business matters that the Investor is capable of evaluating the merits and risks of the Investor's investment in the Partnership and is able to bear such risks, and has obtained, in the Investor's judgment, sufficient information from the General Partner to evaluate the merits and risks of such investment. The Investor has evaluated the risks of investing in the Partnership, understands there are substantial risks of loss incidental to the purchase of an Interest and has determined that the Interest is a suitable investment for the Investor. (E) The Investor is aware of the limited provisions for transferability and withdrawal from the Partnership. The Investor has no need for liquidity in this investment, can afford a complete loss of the investment in the Interest and can afford to hold the investment for an indefinite period of time. (F) The Investor is acquiring the Interest for its own account, for investment purposes only and not with a view toward distributing or reselling the Interest in whole or in part. DOC ID - 26358443.8 2 EFTA00604469 (G) The Investor acknowledges that: (i) the Interests have not been approved or disapproved by any securities regulatory authority in any jurisdiction including without limitation any securities regulatory authority of any State of the United States or by the Securities and Exchange Commission (the "SEC"); and (ii) the representations, warranties, covenants, undertakings and acknowledgments made by the Investor in this Subscription Agreement will be relied upon by the Partnership, the General Partner and the Manager in determining the Investor's suitability as a purchaser of an Interest and the Partnership's compliance with federal and state securities laws, and shall survive the Investor's admission as a Limited Partner. (H) The Investor has all requisite power, authority and capacity to acquire and hold the Interest and to execute, deliver and comply with the terms of each of the instruments required to be executed and delivered by the Investor in connection with the Investor's subscription for the Interest, including this Subscription Agreement, and such execution, delivery and compliance does not conflict with, or constitute a default under, any instruments governing the Investor, or violate any law, regulation or order, or any agreement to which the Investor is a party or by which the Investor may be bound. If the Investor is an entity, the person executing and delivering each of such instruments on behalf of the Investor has all requisite power, authority and capacity, and has been duly authorized, to execute and deliver such instruments, and, upon request by the Partnership or the General Partner, will furnish to the Partnership true and correct copies of any instruments governing the Investor, including all amendments to any such instruments and all authorizations. This Subscription Agreement constitutes a legal, valid and binding obligation of the Investor, enforceable in accordance with its terms. (I) All information that the Investor has provided to the Partnership or the General Partner concerning the Investor, the Investor's status, financial position and knowledge and experience of financial, tax and business matters, or, in the case of an investor that is an entity, the knowledge and experience of financial, tax and business matters of the person making the investment decision on behalf of such entity, is correct and complete as of the date set forth herein. The Investor acknowledges that the Partnership will not register as an investment company under the Investment Company Act of 1940, as amended (the "Company Act"), nor will it make a public offering of its securities within the United States. The Investor acknowledges that the Partnership complies with Section 3(c)(7) of the Company Act, which permits private investment companies (such as the Partnership) to sell their interests in the United States without registration as an investment company. If the Investor is an entity, the Investor represents and warrants that: (i) it was not formed for the purpose of investing in the Partnership; (ii) it does not invest more than 40% of its total assets in the Partnership; (iii) each of its beneficial owners participates in investments made by the Investor pro rata in accordance with its interest in the Investor and, accordingly, its beneficial owners cannot opt- in or opt-out of investments made by the Investor; and (iv) its beneficial owners did not and will not contribute additional capital (other than previously committed capital) for the purpose of purchasing the Interests. If the Investor is an entity that was formed on or before April 30, 1996 and is a company excepted from the definition of an "investment company" under the Company Act pursuant to Section 3(c)(1) or 3(c)(7) thereof (an "Excepted Investment Company"), or is an Excepted Investment Company that is beneficially owned by such an entity, the Investor represents and warrants that it has obtained all requisite consents to be treated as a "qualified purchase?' under the Company Act from its trustees, directors, general partners or direct and indirect beneficial owners, in accordance with Section 2(a)(51)(C) of the Company Act and the rules promulgated thereunder. DOC ID - 26358443.8 3 EFTA00604470 (K) The Investor acknowledges that Schulte Roth & Zabel LLP ("SRZ") has been engaged by the General Partner and the Manager to represent them and the Partnership as U.S. legal counsel in connection with the organization of the Partnership and the offering of Interests. The Investor also acknowledges that no separate counsel has been engaged to independently represent the Limited Partners, including the Investor, in connection with the formation of the Partnership, or the offering of the Interests. The Investor acknowledges that SRZ will represent the Partnership on matters for which it is retained to do so by the General Partner. The Investor also acknowledges that other counsel may also be retained where the General Partner, on behalf of the Partnership, or the General Partner or the Manager, on their own behalf, determines that to be appropriate. The Investor acknowledges that SRZ's representation of the Partnership is limited to specific matters as to which it has been consulted by the Partnership and that there may exist other matters that could have a bearing on the Partnership as to which SRZ has not been consulted. In addition, the Investor acknowledges that SRZ does not monitor the compliance of the General Partner, the Manager or the Partnership with the investment guidelines, valuation procedures and other guidelines set forth in the Partnership's terms or applicable laws. The Investor acknowledges that there may be situations in which there is a "conflict" between the interests of the General Partner and/or the Manager, and those of the Partnership. The Investor acknowledges that, in these situations, the General Partner will determine the appropriate resolution thereof, and may seek advice from SRZ in connection with such determinations. The General Partner, the Manager and the Partnership have consented to SRZ's concurrent representation of such parties in such circumstances. The Investor acknowledges that, in general, independent counsel will not be retained to represent the interests of the Partnership or the Limited Partners. (L) If the Investor is a "charitable remainder trust" within the meaning of Section 664 of the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), the Investor has advised the General Partner in writing of such fact and the Investor acknowledges that it understands the risks, including specifically the tax risks, if any, associated with its investment in the Partnership. (M) The Investor acknowledges and agrees that, although the Partnership, the General Partner and the Manager will use their reasonable efforts to keep the information provided in the answers to this Subscription Agreement strictly confidential, any of the Partnership, the General Partner and the Manager may present this Subscription Agreement and the information provided in answers to it to such parties (e.g., affiliates, attorneys, auditors, administrators, brokers, regulators and counterparties) as it deems necessary or advisable to facilitate the acceptance of the Investor's Capital Contributions and management of the Partnership, including, but not limited to, in connection with anti-money laundering and similar laws, 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, the General Partner, the Manager or their affiliates, or 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 their affiliates are a party or by which they are or may be bound or if the information is required to facilitate the Partnership's investments. The Partnership may also release information about the Investor if directed to do so by the Investor, if compelled to do so by law or in connection with any government or self-regulatory organization request or investigation, or if the General Partner and/or the Manager, in its sole discretion, deems it necessary or advisable to reduce or eliminate withholding or other taxes on the Partnership, its partners or the Manager. The General Partner may use the information provided by the Investor in support of its anti-money laundering or similar reviews, including those undertaken in connection with other funds in which the Investor may invest. DOC ID - 26358443.8 4 EFTA00604471 III. ERISA (A) If applicable, the Investor has identified its status as a Benefit Plan Investor (as defined below) to the Partnership on page 18. If the Investor has identified to the Partnership on page 18 that it is not currently a Benefit Plan Investor, but becomes a Benefit Plan Investor, the Investor shall forthwith disclose to the General Partner promptly in writing such fact and also the percentage of the Investor's equity interests held by Benefit Plan Investors. For these purposes, a "Benefit Plan Investor", as defined under Section 3(42) of Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and any regulations promulgated thereunder, includes (a) an "employee benefit plan" that is subject to the provisions of Title I of ERISA; (b) a "plan" that is not subject to the provisions of Title I of ERISA, but that is subject to the prohibited transaction provisions of Section 4975 of the Internal Revenue Code, such as individual retirement accounts and certain retirement plans for self- employed individuals; and (c) a pooled investment fund whose assets are treated as "plan assets" under Section 3(42) of ERISA and any regulations promulgated thereunder because "employee benefit plans" or "plans" hold 25% or more of any class of equity interest in such pooled investment fund. The Investor agrees to notify the General Partner promptly in writing if there is any change in the percentage of the Investor's assets that are treated as "plan assets" for the purpose of Section 3(42) of ERISA and any regulations promulgated thereunder as set forth in the General Eligibility Representations section of this Subscription Agreement. (B) If the Investor is an insurance company and is investing the assets of its general account (or the assets of a wholly owned subsidiary of its general account) in the Partnership, it has identified on page 19 whether the assets underlying the general account constitute "plan assets" within the meaning of Section 401(c) of ERISA. The Investor agrees to promptly notify the General Partner in writing if there is a change in the percentage of the general account's assets that constitute "plan assets" within the meaning of Section 401(c) of ERISA and shall disclose such new percentage ownership. IV. ANTI-MONEY LAUNDERING You should check the website of the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") at thttp://www.treas.gov/offices/enforcementiofad> before making the following representations and warranties. (A) The Investor represents and warrants that the amounts contributed by it to the Partnership were not and are not directly or indirectly derived from activities that may contravene federal, state or international laws and regulations, including anti-money laundering laws and regulations. United States federal regulations and executive orders administered by OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals: The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at <httplAvww.treas.gov/offices/enforcement/ofach. In addition, the programs administered by OFAC ("OFAC Programs") prohibit dealing with individuals or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists. The Investor represents and warrants that, to the best of its knowledge, none of: ( I) the Investor; (2) any person controlling or controlled by the Investor; • These individuals include specially designated nationals. specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. DOC ID - 26358443.8 5 EFTA00604472 (3) if the Investor is a privately held entity, any person having a beneficial interest in the Investor; or (4) any person for whom the Investor is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list, nor is a person or entity prohibited under the OFAC Programs. Please be advised that the Partnership and/or the General Partner will not accept any amounts from a prospective investor if it cannot make the representations and warranties set forth in the preceding paragraph. If an existing limited partner of the Partnership cannot make these representations and warranties, the Partnership may require the withdrawal of interests. (B) The Investor agrees to notify the Partnership and the General Partner promptly in writing should the Investor become aware of any change in the information set forth in these representations and warranties. The Investor is advised that, by law, the Partnership and/or the General Partner may be obligated to "freeze the account" of the Investor, either by prohibiting additional contributions from the Investor, declining any withdrawal requests and/or segregating the assets in the account in compliance with governmental regulations, and the Partnership and/or the General Partner may also be required to report such action and to disclose the Investor's identity to OFAC or other applicable governmental and regulatory authorities. The Investor further acknowledges that the General Partner may, by written notice to the Investor, suspend the payment of withdrawal proceeds payable to the Investor if the General Partner reasonably deems it necessary to do so to comply with anti-money laundering laws and regulations applicable to the Partnership, the General Partner, the Manager or any of the Partnership's service providers. (C) The Investor represents and warrants that, to the best of its knowledge, none of: (I) the Investor; (2) any person controlling or controlled by the Investor; (3) if the Investor is a privately held entity, any person having a beneficial interest in the Investor; or (4) any person for whom the Investor is acting as agent or nominee in connection with this investment is a senior foreign political figure,' or any immediate family member" or close associate— of a senior foreign political figure as such terms are defined in the footnotes below. For these purposes. the term "senior foreign political figure is defined as a current or former senior official in the executive. legislative. administrative. military or judicial branches of a non-U.S. goverment (whether elected or not), a current or former senior official of a major non-U.S. political party. or a current or former senior executive of a non-U.S. government-owned commercial enterprise. In addition, a "senior foreign political figure includes any corporation, business or other entity that has been formed by. or for the benefit of. a senior foreign political figure. For purposes of this definition, a "senior official" or "senior executive' means an individual with substantial authority over policy. operations. or the use of government-owned resources. For these purposes. an "immediate family member" of a senior foreign political figure means spouses. parents, siblings, children and a spouse's parents and siblings. For these purposes. a "close associate of a senior foreign political figure means a person who is widely and publicly known (or is actually known) to be a close associate of a senior foreign political figure. DOC ID - 26358443.8 6 EFTA00604473 (D) If the Investor is a non-U.S. banking institution (a "Non-U.S. Bank") or if the Investor receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Non- U.S. Bank, the Investor represents and warrants that: ( 1) the Non-U.S. Bank has a fixed address, other than solely an electronic address, in a country in which the Non-U.S. Bank is authorized to conduct banking activities; (2) the Non-U.S. Bank employs one or more individuals on a full-time basis; (3) the Non-U.S. Bank maintains operating records related to its banking activities; (4) the Non-U.S. Bank is subject to inspection by the banking authority that licensed the Non-U.S. Bank to conduct banking activities; and (5) the Non-U.S. Bank does not provide banking services to any other Non-U.S. Bank that does not have a physical presence in any country and that is not a regulated affiliate. The Investor acknowledges and agrees that any withdrawal proceeds paid to it will be paid to the same account from which the Investor's investment in the Partnership was originally remitted, unless the General Partner, in its sole discretion, agrees otherwise. The Investor agrees that, upon the request of the Partnership or the General Partner, it will provide such information as the Partnership or the General Partner requires to satisfy applicable anti-money laundering laws and regulations, including, without limitation, the Investor's anti-money laundering policies and procedures, background documentation relating to its directors, trustees, settlors and beneficial owners, and audited financial statements, if any. V. GENERAL (A) The Investor agrees to indemnify the Partnership, the General Partner, the Manager, each of their affiliates, employees, members, partners and each other person, if any, who controls, is controlled by, or is under common control with, any of the foregoing, within the meaning of Section 15 of the Securities Act (each, an "Indemnified Person"), against any and all loss, liability, claim, damage and expense whatsoever (including all expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) arising out of or based upon: (i) any false representation or warranty made by the Investor, or breach or failure by the Investor to comply with any covenant or agreement made by the Investor, in this Subscription Agreement or in any other document furnished by the Investor to any of the foregoing in connection with this transaction; or (ii) any action for securities law violations instituted by the Investor which is finally resolved by judgment against the Investor. The Investor also agrees to indemnify each Indemnified Person for any and all costs, fees and expenses (including legal fees and disbursements) in connection with any damages resulting from the Investor's assertion of lack of proper authorization from the Beneficial Owner (as defined below) to enter into this Subscription Agreement or perform the obligations hereof. (B) The Partnership, the General Partner and the Manager shall not be liable for any interception of Account Communications (as defined on page 14). (C) This Subscription Agreement, and any and all actions or controversies arising out of this Subscription Agreement, including, without limitation, tort claims, shall be governed by, construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the choice of law principles thereof that would result in the application of the substantive law of any jurisdiction other than the State of Delaware. DOC ID - 26358443.8 7 EFTA00604474 (D) If any provision of this Subscription Agreement is invalid or unenforceable under any applicable law, then such provision shall be deemed inoperative to the extent that it may conflict therewith. Any provision hereof which may be held invalid or unenforceable under any applicable law shall not affect the validity or enforceability of any other provisions hereof, and to this extent the provisions hereof shall be severable. (E) If any answer provided or background documentation required under this Subscription Agreement is found to be false, forged or misleading, the Investor acknowledges that the General Partner may require the Investor to fully withdraw from the Partnership as permitted under the Partnership Agreement. (F) (G) (H) The Investor acknowledges that the Partnership, the General Partner and the Manager (as the case may be) may require further identification of the Investor before a subscription or distribution can be processed and the Partnership, the General Partner and the Manager shall be held harmless and indemnified against any loss arising as a result of: (i) a failure to process the subscription or distribution if such information as has been required by the parties referred to has not been provided by the Investor; or (ii) their compliance with applicable anti-money laundering laws and regulations. Further the Partnership, its General Partner and the Manager may be required to request that any identification or verification documentation be updated to remain current. The Investor acknowledges that with respect to its authority to invest in the Partnership, the General Partner and the Manager shall rely solely on the representations set forth in this Subscription Agreement. The Partnership, its General Partner and the Manager are each hereby authorized and instructed to accept and execute any instructions in respect of the Interests to which this Subscription Agreement relates given by the Investor in written form or by facsimile or email. If instructions are given by the Investor by facsimile or email, the Investor agrees to keep each of the General Partner and the Partnership indemnified against any loss of any nature whatsoever arising to any of them as a result of any of them acting upon facsimile or email instructions. The General Partner bears no responsibility for failure to receive instructions by facsimile or email and unless and until the Investor receives written confirmation from the General Partner acknowledging receipt of instructions sent by facsimile or email, the Investor should assume that such instructions have not been received. The Partnership may rely conclusively upon and shall incur no liability in respect of any action taken upon any notice, consent, request, instructions, or other instrument believed in good faith to be genuine or to be signed by properly authorized persons. (I) By executing this Subscription Agreement, the Investor authorizes the General Partner to provide the Manager, the auditors and legal counsel, regulators and other law enforcement agencies, and or such other parties as may be required in connection with anti-money laundering and counter terrorism financing regulations and measures applicable to the Partnership, the General Partner or the Manager, with information regarding the Investor's investment in the Partnership. (J) (K) This Subscription Agreement may be executed through the use of separate signature pages or in any number of counterparts. The counterparts shall, for all purposes, constitute one agreement binding on all the parties, notwithstanding that all parties do not execute the same counterpart. Each party acknowledges and agrees that any portable document format (PDF) file, facsimile or other reproduction of its signature on any counterpart shall be equal to and enforceable as its original signature and that any such reproduction shall be a counterpart hereof that is fully enforceable in any court or arbitral panel of competent jurisdiction. This Subscription Agreement may be signed by any party under hand or by way of an electronic signature or by a signature or a representation of a signature affixed by mechanical means and may be DOC ID - 26358443.8 8 EFTA00604475 reproduced as an electronic record and delivered to the General Partner by facsimile, by electronic mail or by delivery through a web or other electronic portal. The Partnership may take such steps as it deems appropriate to determine the reliability of any electronic signature. VI. AGENT OR NOMINEE (A) If the Investor is acting as agent or nominee for a subscriber (a "Beneficial Owner"), the Investor acknowledges that the representations, warranties and covenants made herein are made by the Investor: (i) with respect to the Investor; and (ii) with respect to the Beneficial Owner. The Investor represents and warrants that it has all requisite power and authority from said Beneficial Owner to execute and perform the obligations under this Subscription Agreement. VII. ADDITIONAL INFORMATION AND SUBSEQUENT CHANGES IN THE FOREGOING REPRESENTATIONS (A) The Partnership or the General Partner may request from the Investor such additional information as it may deem necessary to evaluate the eligibility of the Investor to acquire an Interest, and may request from time to time such information as it may deem necessary to determine the eligibility of the Investor to hold an Interest or to facilitate the Partnership's, the General Partner's or the Manager's compliance with applicable legal or regulatory requirements or the Partnership's tax status, and the Investor agrees to provide such information as may reasonably be requested. (B) The Investor agrees to promptly take such action, including providing and periodically updating information (which may include, among other things, the identities of the direct and indirect beneficial owners of the Interests being subscribed for hereunder and the "controlling person(s)" of the Investor), that the Partnership, the General Partner or the Manager, in its sole discretion, reasonably determines is necessary for the Partnership to comply with any legal obligation or to reduce or eliminate withholding taxes under Sections 1471-1474 of the Internal Revenue Code or other similar laws. The Investor acknowledges that if it fails to timely take such action, the Investor may be subject to fines or other penalties, including a 30% U.S. withholding tax with respect to its share of any payment attributable to actual and deemed U.S. investments of the Partnership, and that the General Partner may take any action in relation to the Investor's Interest or withdrawal proceeds to ensure that such penalties and withholding are economically borne by the Investor. If the Investor is, or the Investor's investment in the Partnership is made through a "foreign financial institution" within the meaning of Section 1471(d)(4) of the Internal Revenue Code, the Investor agrees that such foreign financial institution (including the Investor, if applicable) (i) shall meet the requirements of Section 1471(b)(1) or 1471(b)(2) of the Internal Revenue Code and (ii) shall not delegate any withholding responsibility pursuant to Section 1471(b)(3) of the Internal Revenue Code to the Partnership. (C) The Investor agrees to notify the General Partner promptly in writing if there is any change with respect to any of the information or representations or warranties made in this Subscription Agreement and to provide the General Partner with such further information as the General Partner may reasonably require. (D) The Investor acknowledges and agrees that any notations, alterations, strike-outs, addenda, inserts or verbiage purporting to amend the terms of this Subscription Agreement shall not be effective unless explicitly agreed to by the Partnership or its agents. VIII. DATA PROTECTION CONSENT (A) The Partnership and its associated or affiliated companies shall, in connection with personal information provided about the Investor ("Personal Data"), comply with all applicable data protection and privacy legislation. DOC ID - 26358443.8 9 EFTA00604476 (B) The Personal Data may be collected directly from the Investor, through the Investor's agent (including the Investor's financial adviser) or any other third party who communicates with the Partnership on the Investor's behalf. (C) The Partnership, the Manager, and the General Partner may use the Personal Data for such purposes as are necessary in relation to the provision, administration or management of the services for which the Investor is currently applying. This may include, without limitation, processing the Personal Data for the purposes of providing administrative and investment management services in connection with the Investor's investment, preventing fraud, carrying out money laundering checks or conflict checks, complying with any legal regulations and reporting to and auditing by national and international regulatory bodies (collectively, the "Services"). (D) In order to provide the Investor with the Services, the Partnership will disclose the Personal Data to its associated or affiliated companies, the Manager, the General Partner, the Investor's financial adviser and other third parties who will process the Personal Data on the Partnership's behalf for the purposes and in the manner set out in this clause. ( E) This clause and the disclosure of Personal Data by the Investor is understood by the Investor and the Partnership as constituting consent so that the Partnership, the Manager, the General Partner and/or their respective employees, affiliates, agents or contractors may process the Personal Data on the terms set out in this clause. DOC ID - 26358443.8 10 EFTA00604477 HONEYCOMB VENTURES I LP INVESTOR PROFILE FORM ALL INVESTORS MUST COMPLETE THIS FORM. Name of Investor (Please Print or Type) Social Security Number/Tax I.D. Number Amount of Subscription Type of Investor—Please check all that apply: K Individual K Registered Investment Company K Partnership K Joint Tenants (with Rights of Survivorship) K Corporation K Tenants in Common K Trust K Fund of Funds' K Limited Liability Company Form PF Investor Type Under the reporting requirements on Form PF, the Partnership must organize its investors by certain specified investor groups set forth in Form PF. Accordingly, please check below the investor type that best describes the Investor. (If the Investor is acting as agent or nominee for a Beneficial Owner, please check the item that best describes the Beneficial Owner.) Please check one: K Individual that is a United States person— (or a trust of such a person) K Broker-dealer K Insurance company K Investment company registered with the SEC K Private fund' K Non-profit K Pension plan (other than a governmental pension plan) K Banking or thrift institution (proprietary) K State or municipal government entity"" (other than a governmental pension plan) K State or municipal governmental pension plan K Other (please specify): For purposes of this item, the term "Fund of Funds" means a fund that invests 10 percent or more of its total assets in other pooled investment vehicles, whether or not they are private funds or registered investment companies. For purposes of Form PF. the term "United States person" has the meaning provided in Rule 203(m)-I under the Advisers Act, which includes any natural person that is resident in the United States. For purposes of Form PF, the term "private fund" means any issuer that would be an investment company as defined in Section 3 of the Company Act but for Section 3(c)(1) or 3(c)(7) of the Company Act. For purposes of Form PF, the term "government entity" means any U.S. state (including any U.S. state, the District of Columbia. Puerto Rico, the U.S. Virgin Islands or any other possession of the United States) or political subdivision of a state, including: (i) any agency. authority or instrumentality of the state or political subdivision; (ii) a plan or pool of assets controlled by the state or political subdivision or any agency. authority or instrumentality thereof: and (iii) any officer, agent. or employee of the state or political subdivision or any agency. authority or instrumentality thereof, acting in their official capacity. DOC ID - 26358443.8 11 EFTA00604478 HONEYCOMB VENTURES I LP INVESTOR PROFILE: FORM Full Mailing Address (Exactly as it should appear on labels): K Mr. K Mrs. K Ms. K Miss K Dr. K Other Telephone number Fax number Residence (if an individual) or Principal Place of Business (if an entity) Address (No P.O. Boxes Please, if any): Telephone number Fax number Attention: E-Mail Address: DOC ID - 26358443.8 12 EFTA00604479 HONEYCOMB VENTURES I LP INVESTOR PROFILE FORM AUTHORIZATION OF REPRESENTATIVES)/AGENT(S): Set forth below are the names of persons authorized by the Investor to give and receive instructions and information between the Partnership and the Investor, together with their respective signatures and e-mail addresses. Such persons are the only persons so authorized until further notice to the Partnership. (Please attach additional pages if needed) Name Signature E-mail Address Address of Authorized Representative/Agent (No P.O. Boxes Please, if any): Telephone number Fax number Until further written notice to the Partnership. funds may be wired to the Investor using the following instructions: Bank name: Bank address: ABA or CHIPS number: Account name: Account number: For further credit: DOC ID - 26358443.8 13 EFTA00604480 HONEYCOMB VENTURES I LP INVESTOR PROFILE FORM CONSENT TO ELECTRONIC DELIVERY OF ACCOUNT COMMUNICATIONS The Investor hereby provides its informed consent to the electronic delivery of Account Initial Communications by the Partnership and/or the Manager. If the Investor has not initialed this item, Account Communications will be delivered via facsimile or physical delivery (e.g., first class mail, overnight or express courier service or similar delivery method). Covered Documents "Account Communications" means all current and future account statements; Constitutional Documents (including all supplements and amendments thereto); notices (including privacy notices); letters to investors; annual audited financial statements; regulatory communications and other information, documents, data and records regarding the Investor's investment in the Partnership. Medium of Delivery The Partnership and/or the Manager may deliver Account Communications electronically via e- mail or any secure Internet site. It is the Investor's affirmative obligation to notify the Partnership in writing if the e-mail address of the Investor or any authorized representative of the Investor changes. If an Internet site is used for electronic delivery, the Investor will receive an e-mail notification when a new document is posted to the site and the Investor will be required to login with its e-mail address and a unique password. In order to access, view, print and save documents, the Investor must have access to the Internet and software that enables it to view a PDF document. Duration of Consent This consent will be valid until it is revoked. The Investor may revoke or restrict its consent to electronic delivery of Account Communications at any time upon written notice to the Administrator. Costs and Risks of Electronic Delivery The Partnership and the Manager will not be liable for any interception of Account Communications. Investors should note that no additional charge for electronic delivery will be assessed, but the Investor may incur charges from its Internet service provider or other Internet access provider. In addition, there are risks, such as systems outages, that are associated with electronic delivery. DOC ID - 26358443.8 14 EFTA00604481 HONEYCOMB VENTURES I LP INVESTOR PROFILE FORM ANTI-MONEY LAUNDERING INFORMATION This Subscription Agreement will not be deemed complete, and the Investor will not be deemed a limited partner of the Partnership, regardless of whether it has already wired funds, until all of the required documentation listed below is received by the General Partner. For additional information, please contact Dominique Ahumada at Payment Information (a) Name of the Investor: (b) Name of the bank from which the Investor's payment to the Partnership is being wired (the "Wiring Bank"): (c) Is the Wiring Bank located in an Approved FATF Country'? If yes, please answer question (d) below. If no, please provide the additional information described below. (d) Is the Investor a customer of the Wiring Bank? YES NO K K K K If yes, you are not required to provide the additional information described below. If no, please provide the additional information described below. The Investor must wire the payment from an account in its name. Additional Information Note: This section applies only to investors who responded "No" to question (c) or (d) above. The following materials must be provided to the General Partner: For Fund of Funds or Entities that Invest on Behalf of Third Parties that are Not Located in the United States or Other Approved FATF Country K A certificate of due formation and organization and continued authorization to conduct business in the jurisdiction of its organization (e.g., certificate of good standing). An incumbency certificate attesting to the title of the individual executing this Subscription Agreement on behalf of the Investor (a sample Incumbency Certificate is attached hereto as Exhibit A). A completed copy of Exhibit B certifying that the entity has adequate anti-money laundering policies and procedures in place that are consistent with all applicable anti-money laundering laws and regulations, including the USA PATRIOT Act and OFAC. K A letter of reference from a local office of a reputable bank or brokerage firm which is incorporated, or has its principal place of business located, in an Approved FATF Country certifying that the Investor maintains As of the date hereof, approved countries that are members of the Financial Action Task Force on Money Laundering (each, an "Approved FATE.' Country") are: Argentina. Australia. Austria, Belgium. Brazil. Canada, Denmark. Finland. France. Germany. Greece. Hong Kong. Iceland, Ireland. Italy. Japan. Luxembourg, Mexico. Kingdom of the Netherlands. New Zealand. Norway. Portugal. Singapore. South Africa. Spain. Sweden. Switzerland. Turkey. United Kingdom and the United States. DOC ID - 26358443.8 15 EFTA00604482 HONEYCOMB VENTURES I LP INVESTOR PROFILE FORM an account at such bank/brokerage firm and containing a statement affirming the Investor's integrity (a sample Letter of Reference is attached hereto as Exhibit C). For All Other Entity Investors A certificate of due formation and organization and continued authorization to conduct business in the jurisdiction of its organization (e.g., certificate of good standing). K An incumbency certificate attesting to the title of the individual executing this Subscription Agreement on behalf of the Investor (a sample Incumbency Certificate is attached hereto as Exhibit A). K A letter of reference from a local office of a reputable bank or brokerage firm which is incorporated, or has its principal place of business located, in an Approved FATF Country certifying that the Investor maintains an account at such bank/brokerage firm for a length of time and containing a statement affirming the Investor's integrity (a sample Letter of Reference is attached hereto as Exhibit C). If the Investor is a privately-held entity, a completed copy of Exhibit D listing the name of each person who directly, or indirectly through intermediaries, is the beneficial owner of 25% or more of any voting or non- voting class of equity interests of the Investor. K If the Investor is a trust, a completed copy of Exhibit E listing the current beneficiaries of the trust that have, directly or indirectly, 25% or more of any interest in the trust, the senior of the trust and the trustees. DOC ID - 26358443.8 16 EFTA00604483 HONEYCOMB VENTURES I LP GENERAL ELIGIBILITY REPRESENTATIONS PLEASE COMPLETE ALL APPROPRIATE ITEMS. I. GENERAL INVESTOR INFORMATION (A) The Investor represents and warrants that: (Please initial one and complete blanks) Initial I. If the Investor is an employee benefit plan, an endowment, a foundation, a corporation, a partnership, a limited liability company, a trust or other legal entity, it: is organized under the laws of: has its principal place of business in: and was formed as of: 2. If beneficial ownership of the Investor is held by an individual, such individual Initial is of legal age and is a resident of: (B) The Investor (is) (is not) (please initial one) a government entity: (C) If the Investor is acting as agent or nominee for a beneficial owner that is a government entity, please provide the name of the government entity: (D) If the Investor is an entity substantially owned by a government entity (e.g., a single investor vehicle) and the investment decisions of such entity are made or directed by such government entity, please provide the name of the government entity: Please note that, if the Investor enters the name of a government entity in this Item IV(D), the Partnership will treat the Investor as if it were the government entity for purposes of Rule 206(4)-5 (the "Pay to Play Rule") promulgated under the Investment Advisers Act of 1940, as amended. For these purposes. "government entity" means any U.S. state (including any U.S. state, the District of Columbia. Puerto Rico. the U.S. Virgin Islands or any other possession of the United States) or political subdivision of a state, including: (i) any agency. authority, or instrumentality of the state or political subdivision: (ii) a pool of assets sponsored or established by the state or political subdivision or any agency. authority or instrumentality thereof. including, but not limited to a "defined benefit plan". as defined in section 414(j) of the Internal Revenue Code, or a state general fund: (iii) a plan or program of a government entity: and (iv) officers. agents. or employees of the state or political subdivision or any agency. authority or instrumentality thereof, acting in their official capacity. (Note that any such officers. agents. or employees will not be considered a government entity if they are making an investment in the Partnership not in their official capacity.) DOC ID - 26358443.8 17 EFTA00604484 HONEYCOMB VENTURES I LP GENERAL ELIGIBILITY REPRESENTATIONS (E) If the Investor is (i) a government entity, (ii) acting as agent or nominee for a beneficial owner that is a government entity, or (iii) an entity described in Item IV(D), the Investor certifies that: other than the Pay to Play Rule, no "pay to play" or other similar compliance Initial obligations would be imposed on the Partnership, the General Partner, the Manager or their affiliates in connection with the Investor's subscription. If the Investor cannot make such certification, indicate in the space below all other "pay to play" laws, rules or guidelines, or lobbyist disclosure laws or rules, the Partnership, the General Partner, the Manager or their affiliates, employees or third-party placement agents would be subject to in connection with the Investor's subscription: (F) The Investor (is) (is not) (please initial one) registered as an investment company under the Company Act (a "Registered Fund"). (G) The Investor (is) (is not) (please initial one) an affiliated person' of a Registered Fund. If the Investor is an affiliated person of a Registered Fund, please provide the name of the Registered Fund: (H) The Investor (is) (is not) (please initial one) (i) a "bank holding company" (as defined in Section 2(a) of the U.S. Bank Holding Company Act of 1956, as amended (the "BHCA")), (ii) an entity that is subject to the BHCA pursuant to the U.S. International Banking Act of 1978, as amended, or (iii) an "affiliate" (as defined in Section 2(k) of the BHCA) of either of the foregoing. The Partnership may request information regarding the bank holding company status of the Investor or any affiliate of the Investor. (I) The Investor (is) (is not) (please initial one) a "banking entity" (as defined in Regulation VV of the Board of Governors of the U.S. Federal Reserve System (the "Volcker Rule")). The Investor (is) (is not) (please initial one) a "covered fund" (as defined in the Volcker Rule). If the Investor is a "covered fund", please complete each of the following: For purposes of this item, the term "affiliated person" of another person means: (i) any person directly or indirectly owning. controlling, or holding with power to vote. 5% or more of the outstanding voting securities of such other person: (ii) any person 5% or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote, by such other person: (iii) any person directly or indirectly controlling, controlled by. or under common control with, such other person: (iv) any officer, director, partner. copartner, or employee of such other person.. (v) if such other person is an investment company. any investment adviser thereof or any member of an advisory board thereof: and (vi) if such other person is an unincorporated investment company not having a board of directors, the depositor thereof. For this purpose. "contror means the power to exercise a controlling influence over the management or policies of a company. whether by stock ownership. contract or otherwise, unless such power is solely the result of an official position with such company. Any person who owns beneficially. either directly or through one or more controlled companies. more than 25% of the voting securities of a company is presumed to control the company. Entities that may be deemed to be under "common contror are those that (a) are directly or indirectly controlled by the same person or (b) have substantially the same officers and directors or managers or the same investment adviser. DOC ID - 26358443.8 18 EFTA00604485 HONEYCOMB VENTURES I LP GENERAL ELIGIBILITY REPRESENTATIONS 1. The Investor (is) (is not) (please initial one) a "covered fund" (i) for which a "banking entity" serves as "sponsor", investment manager, investment adviser, commodity trading advisor, or (ii) that was otherwise "organized and offered" by a "banking entity" (each as defined in the Volcker Rule). 2. The Investor (is) (is not) (please initial one) "controlled" (as defined in the Volcker Rule) by a second "covered fund" described in clause (i) or (ii) of Item (J)(1) above. II. ERISA INFORMATION (A) The Investor (is) (is not) (please initial one) a "Benefit Plan Investor" as defined in Section III(A) of this Subscription Agreement. (B) If the Investor is a pooled investment fund, the Investor certifies to either I or 2 below: (Please initial one) 1. Less than 25% of the value of each class of equity interests in the Investor Initial (excluding from this computation interests held by (i) any individual or entity (other than a Benefit Plan Investor) having discretionary authority or control over the assets of the Investor, (ii) any individual or entity (other than a Benefit Plan Investor) who provides investment advice for a fee (direct or indirect) with respect to the assets of the Investor and (iii) any affiliate of such individuals or entities other than a Benefit Plan Investor) is held by Benefit Plan Investors. Initial 2. Twenty-five percent or more of the value of any class of equity interests in the Investor (excluding from this computation interests held by (i) any individual or entity (other than a Benefit Plan Investor) having discretionary authority or control over the assets of the Investor, (ii) any individual or entity (other than a Benefit Plan Investor) who provides investment advice for a fee (direct or indirect) with respect to the assets of the Investor and (iii) any affiliate of such individuals or entities other than a Benefit Plan Investor) is held by Benefit Plan Investors; and % of the equity interest in the Investor is held by Benefit Plan Investors. (C) If the Investor is an insurance company, the Investor certifies to either 1 or 2 below: (Please initial one) Initial Initial DOC ID - 26358443.8 I. The Investor is an insurance company investing the assets of its general account (or the assets of a wholly owned subsidiary of its general account) in the Partnership but none of the underlying assets of the Investor's general account constitutes "plan assets" within the meaning of Section 401(c) of ERISA. 2. The Investor is an insurance company investing the assets of its general account (or the assets of a wholly owned subsidiary of its general account) in the Partnership and a portion of the underlying assets of the Investor's general account constitutes "plan assets" within the meaning of Section 401(c) of ERISA; and 19 EFTA00604486 HONEYCOMB VENTURES I LP GENERAL ELIGIBILITY REPRESENTATIONS % of its general account assets constitute "plan assets" within the meaning of Section 401(c) of ERISA. III. TAX INFORMATION (A) Form W-9 (U.S. Persons) Please complete Form W-9 on pages 21 through 25. (B) Form W-8 (Non-U.S. Persons) Please complete the appropriate Form W-8 listed below (pages 26-54). K W-8BEN: Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals) K W-8BEN-E: Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting (Entities) K W-8IMY: Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding and Reporting K W-8EXP: Certificate of Foreign Government or Other Foreign Organization for United States Tax Withholding and Reporting K W-8ECI: Certificate of Foreign Person's Claim That Income Is Effectively Connected With the Conduct of a Trade or Business in the United States For further instructions, please contact your tax advisor or visit www.irs.gov. DOC ID - 26358443.8 20 EFTA00604487 Form W9 (Rev. Decenter 2014) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification Cd C c z 0. t a. CO C ro cn 1 Name (as shown on you' income tax return). Name is required on this line: do not leave thrs line bias* 2 Business namercksreganied entity name. if different from above Give Form to the requester. Do not send to the IRS. 3 Check appropriate box for federal tax classification: check only one of the following seven boxes: K Individual/sole proprietor or K C Corporation K S Corporation K Partnership K Trusrestate single.member LLC K LuNted liability company. Enter the tax classification (C.0 corporation. S.S corporation, P.parinershp) ► Note. For a single-member LLC that is disregarded, do not check LLC: check the appropriate box in the line above for the tax classification of the single-member owner. K Other (see instructions) ► S Address (number. street, and apt. or suite no.) 6 City, state, and ZIP code 4 Exemptions (codes apply only to certain entities. not individuals: see instructions on page 3): Exempt payee code (if any) Exemption from FATCA reportip code (d any) chows la accounis mantamod mob Oa U.S.) Requesters name and address (optional) 7 List account number(s) here (optional) Part I Enter your TIN in the appropriate box. The TIN provided must match the name given on line lto avoid backup withholding. For individuals. this is generally your social security number (SSN). However. for a resident alien, sole proprietor. or disregarded entity. see the Part I instructions on page 3. For other entities. it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for guidelines on whose number to enter. Taxpayer Identification Number (TIN) Part II Social security number or Employer Identification number Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me): and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding. or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends. or (c) the IRS has notified me that I am no longer subject to backup withholding: and 3. I am a U.S. citizen or other U.S. person (defined below): and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification Instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions. item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property. cancellation of debt. contributions to an individual retirement arrangement (IRA). and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3. Sign Here Signature of U.S. person ► Date ► General Instructions Section references are to the Internal Revenue Code unless °Menu's. noted. Future developments. Information about developments affecting Form W-9 (such as legislation enacted after we release it) Is at sww.vs.gowrw9. Purpose of Form An individual of entity (Form W-9 requester) who is required to tile an Information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security lumber (SSN), indiVKlual taxpayer idemilication number (ITIN), adoption taxpayer identification number (ATIN), or enployer Identification 'turas, (EIN). to report on an Information return the amount paid to you. or other amount reportable on an Information return. Examples of information returns Include. but are not tented to. the mowing: • Form 1099.INT (Interest earned or paid) • Form 1099.0W (4viderds. Inducing those from stocks or mutual funds) • Form 1099.MISC (various types of Income. prizes. awards. or gross proceeds) • Form 1099.8 (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-k (merchant card and third party network transactions) Cal. No. I0231X • Form 1098 (home mortgage Interest). 1098.6 (student loan interest). 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only If you are a U.S. person (Including a resident alien), to provide your correct TIN. dye° do not return Form W-9 ro the requester wan a TIN, you aUght be subject to backup wiThhokfing. See What Is backup wallMolding?on page 2. By Merino the fined-out form. you: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued). 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a V.S. exempt payee. II applicable, you are also certifying that as a U.S. person. your allocable share ol any partnership income from a U.S. trade or business is not suttect to the DOC ID - 26358443.8 EFTA00604488 withholding tax on foreln partners' share of electively connected income. and 4. Certify that FATCA cadets) entered on this form pt any) Indicating that you are exempt from the FATCA reporting. is correct. See What is FATCA reporting? on page 2 for luriher information. DOC ID - 26358443.8 22 EFTA00604489 Form W-9 (Rev. 12-2014) Page 2 Note. II you are a U.S. person and a requester gives you a farm other than Form W-9 to request your TIN, you must use the requesters form d it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes. you are considered a U.S. person if you are: • An individual who Is a U.S. citizen or U.S. resident alien: • A partnership. corporation. company. or association created or organized in the United Stales or under the laws CI the United Slates: • An estate (other than a foreign estate): or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a Ira or business In the United Stales are generally required to pay a withholding tax under section 1446 on any foreign partners' share ol effectively conneded laxade income from such business. Further. In certain cases where a Form W-9 has not been received. the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Therefore. il you are a U.S. person that is a partner in a pannersNp conducting a trade or business in the United Stales. provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share ol partnership inedne. In the cases below. the following person must give Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business In the United Slates: • in the case of a disregarded entity %fib a U.S. owner, the U.S. owner of the disregarded entity and not the entity: • in the case of a grantor trust with a U.S. grantor or other U.S. owner, generally. the U.S. grantor or other U.S. owner of the grantor trust and not the trust: and • in the case ol a U.S. trust (other than a grantor trust). the U.S. trust (other than a grantor trust) and not the beneficiaries of the trust. Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elects to be treated as a U.S. person. do not use Form W.9. Instead. use the appropriate Form W-8 or Form 6233 (see Publication 515. Withholding of Tax on Nonresident Aliens and Foreign Entitles). Nonresident alien who becomes a resident alien. Generally. only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However. most tax treaties contain a provision known as a 'saving clause.- Exceptions specified in Me saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident Men for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of Income, you must attach a statement to Form W-9 that spedfies the thawing five items: 1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien. 2. The treaty article addressing the income. 3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions. 4. The type and amount of income that qualities for the exemption Irom tax. 5. Sufficient facts to justify the exemption from tax under the terms of the treaty article. Example. Article 20 of the U.S.-China income lax treaty allows an exemption from tax lot scholarship income received by a Chinese student temporarily present In the United Slates. Under U.S. law, this student will become a resident alien for tax purposes h his or her stay in the United Stales exceeds 5 calendar years. However, paragraph 2 of the rust Protocol to the U.S.-China treaty (dated Apnl 30. 1984) allows the provisions of Article 2010 continue to apply even alter the Chinese student becomes a resident Bien ol the United Stales. A Chinese student who qualifies for this exception (under paragraph 2 of the first protest) and is relying on this exception to claim an exemption from lax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the Information deserted above to support that exemption. If you are a nonresident alien or a foreign entity, give the requester the appropriate competed Form W-8 or Form 8233. Backup Withholding What is backup withholding? Persons making certain payments to you must under certain conditions wttnnold and pay to the IRS 26% of such payments. This is cased 'backup withholding.• Payments that may be subject to backup withholding include interest, lax-exempt interest. dividends. broker and barter exchange transactions. rents, royalties. nonernployee pay. payments made in settlement ol payment card and third party network transactions. and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding. You will not be subject to backup withholding on payments you receive il you give the requester your correct TIN, make the proper cenincations. and report all your laxade interest and dividends on your tax return. Payments you receive will be subject to backup withholding if: 1. You do not furnish your TIN to the requester. 2. You do not certify your TIN when required (see the Part II instructions on page 3 for details). 3. The IRS tells the requester that you furnished an Incorrect TIN, 4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or 5. You do not cerbly to the requester that you are not subject to backup withholding under 4 above nor reportable interest and dindend accounts opened after 1983 only). Certain payees and payments are exempt from backup withholding. See Exempt payee code co page 3 and the separate Instructions Tor the Requester of Form W-9 ler more information. Also see CM.' fal tales la partnerships above. What Is FATCA reporting? The Foreign Account Tax Compliance Ad (ERICA) requires a panlopating foreign Sandal institution to report all tinted Slates account holders that are specified United Stales persons. Certain payees are exempt from FATCA reporting. See Exempllon from FATCA reporting Code on page 3 and the innudions for the Requester of Form W-9 Icr more inlonnation. Updating Your Information You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example. you may need to provide updated information II you are a C corporation that elects to be an S corporation. or II you no longer are lax exempt. In addition. you must furnish a new Form W'9 if the name or TIN changes for the account: tor example. If the grantor ol a grantor trust dies. Penalties Failure to furnish 11N. II you fall to furnish your cooed TIN to a requester, you are subject to a penalty ol $50 for each such failure unless your lailure Is due to reasonable cause and not to willful neglect. Civil penalty for false Information with reaped to withholding. II you make a lalse statement with no reasonable basis that results in no backup withholding. you are subject to a $500 penally. Criminal penally for falsifying information. Willfully lalsifying certifications or affirmations may subject you to amine' penalties including lines amid, imprisonment. Misuse of TINs. If the requester discloses or uses TINs in violation of federal law. the requester may be subject to civil and criminal penalties. Specific Instructions Line 1 You must enter one of the following on this line: do not leave this me blank. The name should match the name on your tax return. If this Form W-9 is ler a joint account. ist first. and then circle, the name of the person or entity whose number you entered in Part 1 of Form W-9. a. Individual. Generally. enter the name shown on your tax return. II you have changed your last name without informing the Social Security Administration (SSA) el the name change. enter your first name. the last name as shown on your social seemly card. and your new last name. Note. MN applicant: Eder your individual name as it was entered on your Form W-7 application. line Ia. This should also be the same as the name you enters on the Form 1040110401O040EZ you filed with your application. b. Sole proprietor or single-member LLC. Enter your individual name as shown on your 1040/I 040A/1040E2 on line I. You may enter your business, trade. or 'demo business as' (0BA) name on line 2. c. Pannership. LLC that Is not a single-member LLC, C Corporation. or S Corporation. Enter the entity's name as shown on the entity's tax return on line I and any business. trade. or 0BA name on line 2. d. Other entities. Enter your name as shown on required U.S. lederal lax documents on line 1. This name should match the name shown on the charter or other legal dosenent creating the entity. You may enter any business. trade. or DSA name on line 2. e. Dluegarded entity. For U.S. federal tax purposes. an entity that is disregarded as an entity separate from its owner Is treated as a 'disregarded entity.' See Regulations section 301.7701-2(c)(2)(.). Enter the owner's name on line 1. The name of the entity entered on line 1 should never be a disregarded entity. The name on Me 1 ,add be the mine shown on the Income tax return on which the income should be reported. For example. il a loreign LLC that Is treated as a disregarded entity la U.S. federal tax purposes has a single owner that is a U.S. person. the U.S. owners name is required to be provided on line I. If the cared owner of the entity Is also a disregarded entity. enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on line 2. 'Business narnedisregarded entity name: II the owner of the disregarded entity Is a foreign person. the owner must complete an appropriate Form W-8 instead of a Form W'9. This is the case even if the foreign person has a U.S. TIN. DOC ID - 26358443.8 23 EFTA00604490 Form W-9 (Rev. 12-2014) Page 3 Line 2 II you have a business name. trade name. OSA name. or disregarded entity name. you may enter it on line 2. Line 3 Check ihe appropriate box in line 3 lot the U.S. federal tax classification of ihe person whose name is entered on line 1. Check only one box in line 3. Limited Liability Company (LLC). lithe narne on line 1 Is an LLC treated as a pannership for U.S. federal tax proposes. check the 'Limited Liability Company' box and enter 1 1- in the space provided. It the LLC has filed Form 8832 or 2553 to be taxed as a copantion, check the %Wiled Liability Company' box and in the space provided enter 'V for C corporation or for S corporation. If It is a single-member LLC that is a disregarded entity. do not check the 'Limited Liability Company' box; Instead check the first Cox in line 3 'Individual/sole proprietor or single-member LLC.' Line 4, Exemptions If you are exempt from backup withholding and/or FATCA reporting. enter in Ihe appropriate space inane 0 any code(s) that may apply to you. Exempt payee code. • Generally. individuals (Including sole proprietors) are not exempt from backup withholding. • Except as provided below, corporations are exempt Iran backup withholding for certain payments, Including Interest and dividends. • Corporations are not exempt from backup withholding for payments made in settlement of payment card or INKS party network transactions. • Corporations are not exempt from backup withholding with respect lo attorneys' lees or gross proceeds paid to anomeys. and corporations that provide medics or health care services are not exempt with respect to payments reportable on Form 1099-MISC. The following codes identity payees that are exempt nom backup withholding. Enter the appropriate code in the space in line 4. I —An organization exempt from tax under section 501(a). any IRA. or a custodial account under section 003(b)(7) it the account satisfies ihe requirements of section 401(0(2) 2—The United Stales or any of its agencies or instrumentalities 3—A stale, the District of Columbia. a U.S. commonwealth or possession. or any of their political subdivisions or instrumentalities 4—A foreign government or any of ils political subdivisions, agencies. or Instrumentalities 5—A corporation 6—A dealer in securities or commodities required to register in the United Slates. the District of Columbia. or a U.S. commonweallh or possession 7—A lutures commission merchant registered with the Commodity Futures Trading Commission 8—A real estate investment trust 9—An entity registered al all times during me lax year under the Investment Company Act of 1900 10—A common trust fund operated by a bank under section 5.54(a) II —A financial Institution 12—A middleman known In the investment community as a nominee or custodian 13—A trust exempt from lax under section 664 a described in section 0907 The following chart shows types of pa merits 'hal may be exempt from backup withholding. The chart applies to the exempt payees listed above. 1 through 13. IF the payment is for ... THEN the payment is exempt for ... Interest and dividend payments All exempt payees except for 7 Broker trarsaclions Exempt payees 1 through 0 and 6 through II and all C corporations. S corporations must not enter an exempt payee code because ihey are exempt only for sales 01 noncovered secoffies acquired prior to 2012. Barter exchange transactions and patronage dividends Exempt payees 1 through 4 Payments over $600 required lo be reported and direct sales over $5,000' Generally. exempt payees I through 5, Payments made in settlement of payment card a third party network transacbons Exempt payees I through 4 ' See Form 1099-MISC. Miscellaneous Income, and Hs instructions. However, the lollowing payments made lo a corporation and reportable on Form 10994.11SC are not exempt from backup withholding: rneclicW and Width care payments, attorneys' lees, gross proceeds paid lo an attorney reportable under section 6045(I), and payments for services paid by a federal executive agency. Exemption from FATCA reporting code. The lollowing codes daintily payees that are exempt from Hymning order FATCA. These codes apply lo persons submitting this form for accounts maintained outside of the United Stales by certain foreign financial institutions. Therefore. if you are only submitting ihis form la an account you hold in the United Stales. you may leave this field blank. Consult with the person requesting 1Ns lorm if you are uncertain if the financial institution is subject to these reckiremeMs. A requester may indicate that a code is not rectUred by providing you with a Form W-9 with 'Not Applicable (a any similar indication) written or printed on the line for a FATCA exemption code. A—An organization exempt from lax under section 501(a) or any individual reliremeM plan as cleaned in section 7701(a)(37) B—The United Stales or any of its agencies or Instrumentalities C—A stale. the District of Columbia. a U.S. commonwealth or possession. or any of their political subdivisions or instrumentalities 0—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(00)0) E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)0) F—A dealer in securities. commodities, or derivative financial instruments (including notional principal contracts, futures. forwards. and options) that is registered as such under the laws of the United Stales or any slate 0—A real estate investment trust H—A regulated investment company as defined In section 851 or an entity registered at all diming the lax year under the Investment Company Act of 1940 I—A common trust fund as defined in section 584(a) J—A bank as defined In section 581 K—A broker L—A trust exempt from tax under section 664 or described in section 4947(8)(1) M—A tax exempl trust under a section 403(0) plan or section 457(g) plan Note. You may wish to consult with the financial institution requesting ihis form lo delemene whether the FATCA code and/or exempt payee code should be completed. Line 5 Enter your address (mother. street. and apartment or suile number). This is where Ihe requester of this Form W-9 will mall your information returns. Line 6 Enter your city. slate. and ZIP code. Part I. Taxpayer Identification Number (TIN) Enter your TIN In the appropriate box. II you are a resident alien and you do not have and are not eligible to get an SSN. your TIN is your IRS individual taxpayer identilication number (ITIN). Enter it In the social security number box. It you do not have an ITIN. see How ro per a TIN below. If you are a sole proprietor and you have an EIN. you may enter either your SSN or EIN. However. Ihe IRS prefers that you use your SSN. If you are a single-member LLC that is disregarded as an enbly separate from Its owner (see Limited Liability Company (LLC) on this page). enter Me owners SSN (or EIN. II ihe owner has one). Do nol enter the disregarded entity's EIN. If the LLC is classilled as a corporation or partnership. enter the enbly's EIN. Note. See the chart on page 0 for lusher clarification of name and TIN combinations. How to get a TIN. II you do not have a TIN, apply for one immediately. To apply loran SSN. get Form SS-5. Application for a Social Security Card. Iran your local SSA office or gel this form online al iwrw.ssa.gov. You may also gel this form by calling 1.800.772-0213. Use Form W-7. Application for IRS Individual Taxpayer Identification Number. to apply for an ITIN. or Form SS-0. Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.ln.gowbusinesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-0 from the IRS by visiting IRS.gov or by caring 1.800-TAX-FORM (1.800.629.3676). If you are asked to complete Form W-9 but do nol have a TIN, apply for a TIN and write 'Applied For in the space for the TIN. sign and dale the loan. and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days lo gel a TIN and give h lo the requester beta* you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to ihe requester. Note. Entering 'Applied For means ihat you have already applied la a TIN or that you intend to apply for one soon. Caution: A disregarded O.S. entity rhat has a foreign owner must use the aopropdare Form W-8. DOC ID - 26358443.8 24 EFTA00604491 Form W-9 (Rev. 12-2014) Page 4 Part ii. Certification To establish to the withholding agent that you are a U.S. person. or resident alien. sign Form W-9. You may be requested to sign by the withholding agent even it items 1. 4. or 5 below indicate otherwise. For a joint account. only the person whose TIN is shown in Part 1 should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees. see Exempt payee code earlier. Signature requirements. Complete the certification as indicated in items through 5 below. 1. Interest. dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification. 2. Interest. dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered Inactive during 1983. You must sign the certification or backup withholding mil apply. II you are subject to backup withholding and you are merely providing your correct TIN to the requester. you must cross out item 2 in the certification before signing the form. 3. Real estate transactions. You must sign the certification. You may cross out item 2 of the cettilicaten. 4. Other payments. You must give your correct TIN. but you do not have to sign the certification unless you have been notified that you have previously given an Incorrect TIN. 'Other payments• indude payments made in the course of the requesters trade or business for rents. royalties. goods (other than bills for merchandse), medical and health care services (including payments to ccwporations), payments to a nonemployee for services, payments made in settlement of payment card and third party network transactions. payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations). 5. Mortgage interest paid by you. acquisition or abandonment of secured properly. cancellation of debt. qualified tuition program payments (under section 529), IRA. Coverdell ESA. Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification. What Name and Number To Give the Requester For this type of account: Give name and SSN of: 1. Individual 2. Two or more individuals (jcint account) 3. Custodian acacia of a minor (Uniform Grillo Minors Act) 4. a. The usual revocable savings trust (grantor Is also trustee) b. Socalled trust account that is not a legal or valid bust under stale law 5. Sole preprielorship or disregarded entity owned by an individual 6. Grantor trust fang under Optional Form 1099 Fling MINA 1 (see Regulation section I .671-4(b)(2)(0 (A)) The individual The actual owner of the actowit or, if combined funds. the first individual on the accowit ' The minor , The grantor.trustee I The actual owner' The owner , The grantor For this type of account: Give name and EIN of: 7. Disregarded &ION not owned by an InSkiklual 8. A vald trust. estate. or pension trust 9. Corporation or LLC electing corporate status on Form 8832 or Form 2553 10. Association, dub. rdigious. Charitable. eduCatiOnel. Co' Other lax- exempt organization 11. Pannersho or multi-member LLC 12. A broker or registered nominee 13. Account with the Department of Agrictlium in the name of a public entity (such as a slate or local government, school distnct, or prison) that receives agricultural program payments 14. Granter trust filing under the Form 1041 Filing Method or the Optional Form 1099 Fling Method 2 (see Regulations section 1.671-4(0)(2)(i) (B)) The owner Legal entity' The corporation The organization The partnership The broker or nominee The public entity The tilts] ' List last and areb the name dew parson whose number you furnish. it only one parson en a gni aCCOurt has en ESN. that person's number must be furnished 'Cock, the moors name and lumish the ninon SSN. 3 You must show your in:Ho:had name and you may also enter your business or Dee name on the 'Ousmess narnetlisregarded entity' name me. You may use either your SSN or EIN (rl you have one). but the IRS encourages you to use your SSN. Let first and orcle the name of the trust, estate. or pension trust. (Do not furnish the TIN of the personal represerdave or trustee unless the legal entity itself is not designated in the accowil Ode., Also see Special 'Was for pstnerships on page 2. •Note. Grantor must also preside a Form W.9 to trustee ar Dust. Note. If no name is circled when more than one name is listed. the nutter will be considered to be that of the fat name listed. Secure Your Tax Records from identity Theft Identity theft occurs when someone uses your personal information such as your name. SSN, or other identifying information, without your penNssion. to commit fraud or other crimes. M Identity thief may use your SSN to get a job or may file a lax return using your SSN to receive a refund. To reduce your risk: • Protect your SSN. • Ensure your employer is protecting your SSN. and • Be careful when choosing a tax prepare,. If your lax records are affected by identity theft and you receive a notice from the IRS. respond right away to the name and phone number ended on the IRS notice or letter. If your lax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet. questionable credit Card activity or Credit report contact the IRS Identity Theft Hotline al 1.800.908.4490 or submit Form 14039. For more Information, see Publication 4535. Identily Theft Prevention and Victim Assistance. Victims of identity theft who are experiencing economic harm or a system problem. or are seeking help in resolving lax problems that have not been resolved through normal channels. may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-tree case intake line at 1.877.777-4778 or ITYTTOD 1-8C0-829-4059. Protect yourself from suspicious emalls or phishing schemes. Phishing is the creation and use of email and websiles designed to mimic legitimate business emalls and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity then. The IRS does not initiate contacts with taxpayers via emalls. Also. the IRS does not request personal detailed Information through email or ask taxpayers for the PIN numbers. passwords. or similar secret access intormation for their credit card. bank. or other financial accounts. II you receive an wisoliceed email claiming to be NOM the IRS, forward this message to pNshIngaids.gov. You may also report misuse of the IRS name. logo. or other IRS property to the Treaswy Inspector General for Tax Administration (T1GTA) al 1.800.366.4484. You can forward suspicious emalls to the Federal Trade Commission at: sparruiguce.gov or contact them at wrinv.ftt.gov/idtherl 1-877-IDTHEFT (1.877-438-4338). Visit IRS.gov to learn more about Identify theft and how to reduce your risk. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TN to persons (including federal agencies) who are required to file Information retwns min the IRS to retort interest, dividends. a certain other income paid to you: mortgage interest you paid: the acquisition a abandonment of secured properly: the cancellation of debt: or contributions you made to an IRA. Archer MSA. or NSA. The person whetting this lorm uses the iNormation on the form to file information retwns with the IRS. reporting tre above afternation Routine uses of this information MCILCIe giWg in to the Department of Justice for civil and criminal litigation and to cities, slates. the DISINCI 01 Columbia. and U.S. commonwealths and possessions for use in administering their laws. The information also may be disclosed to other towlines under a treaty. to federal and state agenoes to ericece dvfl and criminal laws, or to federal law enforcement and inteligence agencies to cambial terrorism. You must provide your TIN whether a not you we required to We a tax return. Under section 3406. payers must generally withhold a percentage of taxable Interest dividend. and certain other payments to a payee who does not gNe a TIN to the payer. Certain penalties may also apply for providing false or (mudded information. DOC ID - 26358443.8 25 EFTA00604492 Form W-8BEN (Rev. January 2017) Department of the Treasury Internal Revenue Service Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting (Individuals) ► For use by individuals. Entities must use Form W-8BEN-E. ► Information about Form PPSEIEN and its separate instructions is at www.irs.eowtonnwaben. ► Give this loan to the withholding agent or payer. Do not send to the IRS. 01.18 No. 1545.1621 Do NOT use this form it: Instead, use Form: • You are NOT an individual W-8BEN-E • You are a U.S. citizen or other U.S. person. including a resident alien individual W-9 • You are a beneficial owner claiming that income is effectively connected with the conduct of trade or business within the U.S. (other than personal services) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . W-8ECI • You are a beneficial owner who is receiving compensation for personal services performed in the United States 8233 or W-4 • You are a person acting as an intermectary W-8IMY Note: II you are resident in a FATCA partner jurisdiction (i.e.. a Model 1 IGA jurisdiction with reciprocity). certain tax account information may be provided to your jurisdiction of residence. Part I Identification of Beneficial Owner (see instructions) 1 Name of individual who is the beneficial owner 2 Country of citizenship 3 Permanent residence address (street, apt. or suite no.. or rural route). Do not use a P.O. box or In-care-of address. City or town. state or province. Include postal code where appropriate. Country 4 Mailing address (if different from above) City or town, state or province. Include postal code where appropriate. Country 5 U.S. taxpayer identification number (SSN or ITIN). if required (see instructions) 6 Foreign tax identilying number (see instructions) 7 Reference number(s) (see instructions) 8 Date of birth (MM-DD-YYYY) (see instructions) Part II Claim of Tax Treaty Benefits (for chapter 3 purposes only) (see instructions) 9 I certify that the beneficial owner is a resident of within the meaning of the income tax treaty between the United Slates and that country. 10 Special rates and conditions (it applicable—see instructions): The beneficial owner is claiming the provisions of Article and paragraph of the treaty identified on line 9 above to claim a % rate of withholding on (specily type of income): Explain the additional conditions in the Article and paragraph the beneficial owner meets to be ehgthle for the rate of withholding: Certification under penalties of penury. I declare ihal I have examined the Information on this {arm end to the beet ol my knowledge and genet die we. correct. end complete. !further certify wider penalties of perjury that • I am the individual that is the beneficial owner (or am authorized to sign fa the individual that is the tenerniei owner) of all the income to which ihis form relates or am using ins form to docurnent myself for ampler 4 purposes. • The person named on line I of ihis lorm is not a U.S. person. • The Income to which this form relates is: (a) not effectively connected with the conduct or a trade or business in the United States. (b) effectively COMMIS bulls nol subecl lo tax under an applicable income lax beery. or (c) the partner's share of a partnership's etlectntely connected income. • The person named on line t of Ihis lorm is a resident or the treaty country listed on line 9 of the fain (if any{ wltNn the meaning Cl the income tax treaty between the United States and that nowitry. and • For broker transactions or barter exchanges. the beneficial owner is an exempt foreign person as defined in the instructions. Furthermore. I aulhonie this form lo be provided to any withholding agent that has control. receipt or custody of the Income of when I am the beneficial owner or any withholding agent that can disburse or make payments of the income or which I am the beneficial owner. I agree that l will submit a new form within 30 days II any certification made on this form becomes Incorrect. Sign Here Signature of beneficial owner (or lOtividual authorized IC sign 10f beneficial miner) Date (IAM-DD-YWY) print name or signer Capacity in which acting (II form is not signed by beneticial owner) For Paperwork Reduction Act Notice, see separate instructions DOC ID - 26358443.8 26 Cat. No. 25047Z Form W-8BEN (Rev. 1-2017) EFTA00604493 Form W8BEN•E (Rev. April 2016) Department of the Treasury Internal Revenue Service Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting (Entities) ► For use by entities. Individuals must use Form W-BBEN. P Section references rue to the Internal Revenue code. ► Information about Form W-8BEN-E and its separate Instructions Is at wonvirs.gov losmveftene. ► Give this form to the withholding agent or payer. Do not send to the IRS. OMB No. 1545.1621 Do NOT use this form for: Instead use Form: • U.S. entity or U.S. citizen or resident W-9 • A foreign individual W-BEEN (Individual) or Form 8233 • A foreign individual or entity claiming that income is effectively connected with the conduct of trade or business within the U.S. (unless claiming treaty benefits) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . W-8ECI • A foreign partnership. a foreign simple trust. or a foreign grantor trust (unless claiming treaty benefits) (see instructions for exceptions) . . . WitIMY • A foreign government. international organization. foreign central bank of issue. foreign tax-exempt organization. foreign private foundation, or government of a U.S. possession claiming that income is onetime,/ connected U.S. income or that is claiming the applicability of section(s) 115(2), 501(c). 892.895. or 1443(6) (unless claiming treaty benefits) (see instructions for other exceptions) . . . . . . . . . W-8ECI or W-SEXP • An arson acting as an intermediary W-8IMY • Identification of Beneficial Owner 1 Name of organization that is the beneficial owner 2 Country of incorporation or organization 3 Name of disregarded entity receiving the payment (it applicable. see instructions) O Chapter 3 Status (entity type) (Must check one box only): K K Simple trust K Grantor trust K K Central Bank of Issue K Tax-exempt organization K Corporation Complex trust Private foundation K Disregarded Entity K Estate K International Organization If you entered disregarded entity. partnership. simple trust, or grantor trust above, is the entity a hybrid making a treaty claim? II "Yes' complete Part III. K Partnership K Government K yes K No 5 Chapter 4 Status (FATCA status) (See instructions for details and complete the certification below for the entity's applicable status). K Nonparticipating FFI (including a limited FFI or an FFI related to a K Reporting IGA FFI other than a deemed-compliant FFI. K participating FFI. or exempt beneficial owner). K Participating FFI. K Reporting Model 1 FFI. K Reporting Model 2 FFI. K Registered deemed-compliant FFI (other than a reporting Model 1 FFI. sponsored FFI. or nonreporting IGA FFI covered in Part XII). See instructions. K Sponsored FFI. Complete Part IV. K Certified deemed-compliant nonregistering local bank. Complete Part V. K Caddied deemed-compliant FFI with only low-value accounts. Complete Part VI. K Caddied deemed-compliant sponsored. closely held investment vehicle. Complete Part VII. K Caddied deemed-compliant limited lite debt investment entity. Complete Part VIII. K Caddied deemed-compliant investment advisors and investment managers. Complete Part IX. K Owner-documented FFI. Complete Part X. K Restricted distributor. Complete Pad XI. Nonreporting IGA FFI Complete Part XII. Foreign government. government of a U.S. possession. or foreign central bank of issue. Complete Pan XIII. K International organization. Complete Part XIV. K Exempt retirement plans. Complete Part XV. K Entity wholly owned by exempt beneficial owners. Complete Part XVI. K Territory financial institution. Complete Part XVII. K Nonfinancial group entity. Complete Part XVIII. K Excepted nonfinancial start-up company. Complete Part XIX. K Excepted nonfinancial entity in liquidation or bankruptcy. Complete Part XX. K 501(c) organization. Complete Part XXI. K Nonprofit organization. Complete Part XXII. K Publicly traded NFFE or NFFE affiliate of a publicly traded corporation. Complete Part XXIII. K Excepted territory NFFE. Complete Part )041V. K Active NFFE. Complete Part XXV. K Passive NFFE. Complete Part XXVI. K Excepted inter-affiliate FFI. Complete Part XXVII. K Direct reporting NFFE. K Sponsored direct reporting NFFE. Complete Part XXVIII. K Account that is not a financial account. 6 Permanent residence address (street. apt. or suite no.. or rural route). Do not use a P.O. box or In-care-of address (other than a registered address). City or town. state or province. Include postal code where appropriate. 7 Mailing address (il different from above) 1 Country City or town. state or province. Include postal code where appropnate. Country 8 U.S. taxpayer identification number (TIN). if require 9a U CAN b K Foreign 1 IN 10 Reference number(s) (see instructions) Note: Please complete remainder of the form including signing the form in Part )00(. DOC ID - 26358443.8 27 EFTA00604494 For Paperwork Reduction Act Notice. see separate Instructions. Car No 59689N Form W-8BEN-E Rev. 4.2016.. DOC ID - 26358443.8 28 EFTA00604495 Form W-BBEN.E (Rev. 4.2016) Page 2 Disregarded Entity or Branch Receiving Payment. (Complete only if a disregarded entity with a GIIN or a branch of an FFI in a country other than the FFI's country of residence. See instructions.) Part II 11 Chapter 4 Status (FATCA status) of disregarded entity or branch receiving payment O Limited Branch (see instructions). O Reporting Model I FFI. O U.S. Branch. O Participating FFI. O Reporting Model 2 FFI. 12 Address of disregarded entity or branch (street. apt. or suite no.. or rural route). Do not use a P.O. box or in-care-of address (other than a registered address). -- TIVOITO:a slate or province. Include postal code where Country 13 Part III Claim of Tax Treaty Benefits (if applicable). (For chapter 3 purposes only.) 14 I certify that (check al that apply) a O The beneficial owner is a resident of within the meaning of the income tax treaty between the United Slates and that country. b ID The beneficial owner derives the item (or items) of income for which the treaty benefits are claimed, and. if applicable• meets the requirements of the treaty provision dealing with limitation on benefits. The following are types of limitation on benefits provisions that may be included in an applicable tax treaty (check oily one: see instructions): O Government O Tax exempt pension trust or pension fund O Other tax exempt organization O Publicly traded corporation O Subsidiary of a publicly traded corporation O Company that meets the ownership and base erosion test O Company that meets the derivative benefits test O Company with an item of income that meets active trade or business test CI Favorable discretionary determination by the U.S. competent authority received o Other (specify Article paragraph): and c O The beneficial owner is claiming treaty benefits for U.S. source dividends received from a foreign corporation or interest from a U.S. trade or business ol a foreign corporation and meets qualified resident status (see instructions). 15 Special rates and conditions (if applicable—see instructions): The beneficial owner is claiming the provisions of Article and paragraph of the treaty identified on line 14a above to claim a ck. rate of withholding on (specify type of income): Explain the additional conditions in the Article the beneficial owner meets to be eligible for the rate of withholding: Part IV 16 Name of sponsoring entity: GIIN of sponsoring entity: 17 Check whichever box applies. O I certify that the entity identified in Part I: • Is an investment entity: • Is not a Cl. WP. or WT: and • Has agreed with the entity identified above (that is not a nonparticipating FFI) to act as the sponsoring entity for this entity. O I certify that the entity identified in Part I: • Is a controlled foreign corporation as defined in section 957(a): • Is not a Ol. WP, or WT: • Is wholly owned. directly or indirectly, by the U.S. financial institution identified above that agrees to act as the sponsoring entity for this entity: and • Shares a common electronic account system with the sponsoring entity (identified above) that enables the sponsoring entity to identify all account holders and payees of the entity and to access al account and customer information maintained by the entity including. but not limited to. customer identification information. customer documentation, account balance, and all payments made to account holders or payees. Sponsored FFI Form W4BEN•E (Rev. 4-2016) DOC ID - 26358443.8 29 EFTA00604496 Form W-8BEN-E (Rev. 0.2016) Part V 18 K I certify that the FFI identified in Part I: • Operates and is licensed solely as a bank or credit union (or similar cooperative credit organization operated without profit) in its country ol incorporation or organization: • Engages primarily in the business ol receiving deposits from and making loans to. with respect to a bank, retail customers unrelated to such bank and, with respect to a credit union or similar cooperative credit organization, members, provided that no member has a greater than five percent interest in such credit union or cooperative credit organization: • Does not solicit account holders outside its country of organization: • Has no fixed place ol business outside such count!). (for this purpose, a fixed place of business does not include a location that is not advertised to the public and from which the FFI performs solely administrative support functions): • Has no more than $175 million in assets on its balance sheet and. it it is a member of an expanded affiliated group, the group has no more than $500 million in total assets on its consolidated or combined balance sheets: and Page 3 Certified Deemed-Compliant Nonregistering Local Bank • Does not have any member of its expanded affiliated group that is a foreign financial institution. other than a foreign financial institution that is incorporated or organized in the same country as the FFI identified in Part I and that meets the requirements set forth in this Part V. Part VI 19 K I certify that the FFI identified in Part I: • Is not engaged primarily in the business of investing. reinvesting. or trading in securities. partnership interests. commodities. notional principal contracts. insurance or annuity contracts. or any interest (including a futures or forward contract or option) in such security. partnership interest. commodity. notional principal contract. insurance contract or annuity contract: • No financial account maintained by the FFI or any member of its expanded affiliated group. it any. has a balance or value in excess of $50.000 (as determined after applying applicable account aggregation rules): and • Neither the FFI nor the entire expanded affiliated group. it any. of the FFI. have more than $50 million in assets on its consolidated or combined balance sheet as of the end ol its most recent accounting year. Certified Deemed-Compliant FFI with Only Low-Value Accounts Part VII 20 K Name of sponsoring entity: 21 K I certify that the entity identified in Part I: • Is an FFI solely because it is an investment entity described in §1.1471-5(e)(4): • Is not a CI. WI'. or WT. • Will have all of its due diligence. hithholding, and reporting responsibilities (determined as it the FFI were a participating FFI) fullikd by the sponsoring entity identified on line 20: and • Twenty or fewer individuals own all of the debt and equity interests in the entity (disregarding debt interests owned by U.S. financial institutions. participating FFIs, registered deemed-compliant FFIs. and certified deemed-compliant FFIs and equity interests owned by an entity it that entity owns 100 percent of the equity interests in the FFI and is itself a sponsored FFI). Certified Deemed-Compliant Limited Life Debt Investment Entity 22 K I certify that the entity identified in Part I: • Was in existence as of January 17. 2013: • Issued all classes ol its debt or equity interests to investors on or before January 17 2013, pursuant to a bust indenture or similar agreement: and • Is certified deemed-compliant because it satisfies the requirements to be treated as a limited life debt investment entity (such as the restrictions with respect to its assets and other requirements under §1.1471-5(f)(2)(ht)). Part IX 23 K I certify that the entity identified in Part I: • Is a financial institution solely because it is an investment entity described in §1.1471-5(e)(4)(i)(A): and • Does not maintain financial accounts. Part X Note. This status only applies ii the U.S. financial institution, participating FFI. or reporting Model 1 FFI to which this form is given has agreed that it will treat the FFI as an owner-documented FFI (see instructions for eligibility requirements). In addition. the FFI must make the certifications below. 24a K (All owner-documented FFIs check here) I certify that the FFI identified in Part I: • Does not act as an intermediary: • Does not accept deposits in the ordinary course of a banking or similar business: • Does not hold. as a substantial portion ol its business, financial assets for the account ol others: • Is not an insurance company (or the holding company of an insurance company) that issues or is obligated to make payments with respect to a financial account: • Is not owned by or in an expanded affiliated group with an entity that accepts deposits in the ordinary course of a banking or similar business. holds, as a substantial portion ol its business, financial assets for the account of others. or is an insurance company (or the holding company of an insurance company) that issues or is obligated to make payments with respect to a financial account: • Does not maintain a financial account for any nonparticipating FFI: and • Does not have any specified U.S. persons that own an equity interest or debt interest (other than a debt interest that is not a financial account or that has a balance or value not exceeding $50.000) in the FFI other than those identified on the FFI owner reporting statement. Certified Deemed-Compliant Sponsored, Closely Held investment Vehicle Certified Deemed-Compliant Investment Advisors and Investment Managers Owner-Documented FFI DOC ID - 26358443.8 30 EFTA00604497 FormW4BEN-E (Rev.4-2016) DOC ID - 26358443.8 31 EFTA00604498 Form W-8BEN-E (Rev. 4.2016) Part X Page 4 Owner-Documented FR (continued) Cheek box 24b or 24c, whichever applies. b K I certify that the FFI identified in Part I: • Has provided, or will provide. an FFI owner reporting statement that contains: • The name. address. TIN (if any). chapter 4 status. and type of documentation provided (if required) of every individual and specified U.S. person that owns a direct or indirect equity interest in the owner-documented FFI (looking through all entities other than specified U.S. persons): • The name. address. TIN (if any), and chapter 4 status of every individual and specified U.S. person that owns a debt interest in the owner- documented FFI (including any indirect debt interest. which includes debt interests in any entity that directly or indirectly owns the payee or any direct or indirect equity interest in a debt holder of the payee) that constitutes a financial account in excess of $50.000 (disregarding all such debt interests owned by participating FFIs. registered deemed-compliant FFIs. certified deemed-compliant FFIs. excepted NFFEs. exempt beneficial owners. or U.S. persons other than specified U.S. persons): and • Any additional information the withholding agent requests in order to lulfill its obligations with respect to the entity. • Has provided. or will provide. valid documentation meeting the requirements ol §1.1471-3(0)(6)(iii) for each person identified in the FFI owner reporting statement. • I certify that the FFI identilied in Part I has provided. or will provide. an auditor's letter. signed within four years ol the date ol payment. from an independent accounting firm or legal representative with a location in the United States stating that the firm or representative has reviewed the FFI's documentation with respect to all ol its owners and debt holders identified in §1.1471-3(d)(6)(w)(A)(2). and that the FFI meets all the requirements to be an owner-documented FFI. The FFI identilied in Part I has also provided. or will provide. an FFI owner reporting statement of its owners that are specified U.S. persons and Form(s) W-9. with applicable waivers. Check box 24d If applicable (optional. see instructions). d K I cagily that the entity identilied on line 1 is a trust that does not have any contingent beneficiaries or designated classes with unidentified beneficiaries. Part XI 25a K (All restricted distributors check here) I certify that the entity identified in Pan I: • Operates as a distributor with respect to debt or equity interests of the restricted fund with respect to which this form is lurnished: • Provides investment services to at least 30 customers unrelated to each other and less than hall ot its customers are related to each other: • Is required to perform AML due diligence procedures under the anti-money laundering laws of its country ol organization (which is an FATF- compliant jurisdiction): • Operates solely in its country of incorporation or organization, has no fixed place of business outside of that country, and has the same country ol incorporation or organization as all members ol its affiliated group. tl any; • Does not solicit customers outside its country ot incorporation or organization: • Has no more than $175 million in total assets under management and no more than $7 million in gross revenue on its income statement for the most recent accounting year: • Is not a member ol an expanded affiliated group that has more than $500 million in total assets under management or more than $20 million in gross revenue for its most recent accounting year on a combined or consolidated income statement: and • Does not distribute any debt or securities of the restricted lund to specified U.S. persons. passive NFFEs with one or more substantial U.S. owners. or nonparticipating FFIs. Check box 25b or 25c, whichever applies. I further certify that with respect to all sales of debt or equity interests in the restricted fund with respect to which this form is furnished that are made alter December 31, 2011. the entity identified in Part I: b K Has been bound by a distribution agreement that contained a general prohibition on the sale ol debt or securities to U.S. entities and U.S. resident individuals and is currently bound by a distribution agreement that contains a prohibition of the sale of debt or securities to any specified U.S. person. passive NFFE with one or more substantial U.S. owners. or nonparticipating FFI. K Is currently bound by a distribution agreement that contains a prohibition on the sale ol debt or securities to any specified U.S. person. passive NFFE with one or more substantial U.S. owners. or nonparticipating FFI and. for all sales made prior to the time that such a restriction was included in its distribution agreement. has reviewed all accounts related to such sales in accordance with the procedures identified in §1.1471-4(c) applicable to preexisting accounts and has redeemed or retired any. or caused the restricted fund to transfer the securities to a distributor that is a participating FFI or reporting Model t FFI securities which were sold to specified U.S. persons. passive NFFEs with one or more substantial U.S. owners, or nonparticipating FFIs. Restricted Distributor Form WBBEN•E (Rev. 4-2016) DOC ID - 26358443.8 32 EFTA00604499 Form W-8BEN-E (Rev. 4.2016) Part XII 26 0 I cattily that the entity identified in Part I: • Meets the requirements to be considered a norweporting financial institution pursuant to an applicable IGA between the United States and The applicable IGA is a K Model 1 IGA or a 0 Model 2 IGA: and is treated as a under the provisions of the applicable IGA or Treasury regulations Page 5 Nonreporting IGA FFI (if appkable. see instructions); • If you are a trustee documented trust or a sponsored entity. provide the name of the trustee or sponsor whose GIN is provided on line 9a (il any) and your GIIN (if issued to you) Mtn Foreign Government. Government of a U.S. Possession or Foreign Central Bank of Issue 27a K I certify that the entity identified in Part I is the beneficial ewer of the payment and is not engaged in commercial financial activities ol a type engaged in by an insurance company, custodial institution. or depository institution with respect to the payments. accounts. or obligations for which this form is submitted (except as permitted in §1.1471-6(h)(2)). Part XIV International Organization Check box 28a or 28b, whichever applies. 28a K I certify that the entity identified in Part I is an international organization described in section 7701(a)(18). b K I certify that the entity identified in Part I: • Is comprised primarily of foreign governments: • Is recognized as an intergovernmental or supranational organization under a loreign law similar to the International Gganizations Immunities Act or that has in ellect a headquarters agreement with a loreign government: • The benefit ol the entity's income does not inure to any private person: • Is the beneficial owner ol the payment and is not engaged in commercial financial activities of a type engaged in by an insurance company, custodial institution, or depository institution with respect to the payments. accounts. or obligations for which this form is submitted (except as permitted in §1.t471.6(h)(2)). Part XV Check box 29a, b, e, d, e, or f, whichever applies. 29a 0 I certify that the entity identified in Part I: • Is established in a country with which the United States has an income tax treaty in force (see Part Ill if claiming treaty benefits): • Is operated principally to administer or provide pension or retirement benefits: and • Is entitled to treaty benefits on income that the lund derives Item U.S. sources (or would be entitled to benefits if it derived any such income) as a resident of the other country which satisfies any applicable limitation on benefits requirement. b 0 I certify that the entity identified in Part I: • Is organized for the provision of retirement. disability. or death benefits (or any combination thereol) to beneficiaries that are former employees of one or more employers in consideration for services rendered: • No single beneficiary has a right to more than 5% of the FFts assets: • Is subject to government regulation and provides annual information reporting about its beneliciaries to the relevant tax authorities in the country in which the lund is established or operated: and • Is generally exempt from tax on investment income under the laws of the country in which it is established or operates due to its status as a retirement or pension plan: • Receives al least 50•/ of its total contributions from sponsoring employers (disregarding transfers ol assets from other plans described in this part. retirement and pension accounts described in an applicable Model 1 or Model 2 IGA. other retirement finds described in an applicable Model 1 or Model 2 IGA. or accounts described in § 1.1471-5(b)(2)()(A)); • Either does not permit et penalizes distil:rutin or withcfrawals made Sore the oocuirence of specified events related to retirement. chabity.or dean (except °Mover distributions to aocouras dastried in §1.1471-5(b)(2)(i)(A) (redwing to retirement and pension accounts). to retiremerl and pension accounts desated in an applicable Modeller Model 2 IGA. or to otter retirement funds described in this part or in an applicable Modeller Model 2 IGA): or • Limits contributions by employees to the fund by relerence to earned income of the employee or may not exceed $50.000 annually. e 0 I certify that the entity identified in Pail I: • Is organized for the provision ol retirement. disability. or death benefits (or any combination thereol) to beneficiaries that are former employees of one or mote employers in consideration for services rendered: • Has fewer than 50 participants: • Is sponsored by one or more employers each of which is not an investment entity or passive NFFE: • Employee and employer contributions to the fund (disregarding translers ol assets from other plans described in this part. retirement and pension accounts described in an applicable Model 1 or Model 2 IGA. or accounts described in §1.1471-5(b)(2)(0(A)) are limited by relerence to earned income and compensation of the employee. respectively: • Participants that are not residents cattle country in which the fund is established or operated are not entitled to more than 20 percent of the lund's assets: and • Is subject to government regulation and provides annual information reporting about its beneliciaries to the relevant tax authorities in the country in which the lund is established or operates. Exempt Retirement Plans Form W-8BEN•E (Rev. 4-2016) DOC ID - 26358443.8 33 EFTA00604500 Form W-8BENS (Rev. 4-2016) Page 6 Exempt Retirement Plans (continued) d I certify that the entity identified in Par11 is formed pursuant to a pension plan that would meet the requirements of section 401(a). other than the requirement that the plan be funded by a trust created or organized in the United States. e K I certify that the entity identified in Part I is established exclusively to earn income for the benefit of one or more retirement funds described in thO part or in an applicable Model 1 or Model 2 IGA, accounts described in §1.1471-5(b)(2)(i)(A) (referring to retirement and pension accounts). or retirement and pension accounts described in an applicable Model 1 or Model 2 IGA. K I certify that the entity identified in Part I: • Is established and sponsored by a foreign government, international organization. central bank of issue. or government of a U.S. possession (each as defined in §t.1471-6) or an exempt beneficial owner described in an applicable Model 1 or Model 2 IGA to provide retirement. disability. or death benefits to beneficiaries or participants that are current or former employees of the sponsor (or persons designated by such employees): or • Is established and sponsored by a foreign government, international organization, central bank of issue. or government of a U.S. possession (each as defined in § t.1471-6) or an exempt beneficial owner described in an applicable Model t or Model 2 IGA to provide retirement. disability. or death benefits to beneficiaries or participants that are not current or former employees of such sponsor. but are in consideration of personal services performed for the sponsor. Part XVI Entity Wholly Owned by Exempt Beneficial Owners 30 K I certify that the entity identified in Part I: • Is an FF1 solely because il is an investment entity: • Each direct holder of an equity interest in the investment entity is an exempt beneficial owner described in §1.1471.6 or in an applicable Modell or Model 2 IGA: • Each direct holder of a debt interest in the investment entity is either a depository institution (with respect to a loan made to such entity) or an exempt beneficial owner described in §1.14716 or an applicable Model 1 or Model 2 IGA. • Has provided an owner reporting statement that contains the name. address. TIN (it any). chapter 4 status, and a description of the type of documentation provided to the withholding agent for every person that owns a debt interest constituting a financial account or direct equity interest in the entity: and • Has provided documentation establishing that every owner of the entity is an entity described in §t.1471.6(b), (e), (d), (e), (f) an&or (g) without regard to whether such owners are beneficial owners. Part XVII Territory Financial Institution 31 IT I certify that the entity identified in Part I is a financial Institution (other than an investment entity) that is incorporated or organized under the laws of a possession of the United States. Part XVIII Excepted Nonfinancial Group Entity 32 K I certify that the entity identified in Part I: • Is a helping company. treasury center. or captive finance company and substantially al of the entity's activities are functions described in § 1.1471- 5(e)(5)(i)(6) through (E): • Is a member of a nonfinancial group described in § 1.1471-efekskigq: • Is not a depository or custodial institution (other than for members of the entity's expanded affiliated group): and • Does not function (or hold itself out) as an investment fund. such as a private equity fund. venture capital lund. leveraged buyout fund or any investment vehicle with an investment strategy to acquire or fund companies and then hold interests in those companies as capital assets for investment purposes. Part XIX Excepted Nonfinancial Start-Up Company 33 O I certify that the entity identified in Part I: • Was formed on (or, in the case of a new line of business, the date of board resolution approving the new line of business) (date must be less than 24 months prior to dale of payment): • Is not yet operating a business and has no prior operating history or is investing capital in assets with the intent to operate a new line of business other than that of a financial institution or passive NFFE: • Is investing capital into assets with the intent to operate a business other than that of a financial institution: and • Does not lunation (or hold itself out) as an investment fund. such as a private equity fund, venture capital lund- leveraged buyout fund. or any investment vehicle whose purpose is to acquire or fund companies and then hold interests in those companies as capital assets for investment purposes. Part XX Excepted Nonfinancial Entity In Liquidation or Bankruptcy 34 O I certify that the entity identified in Part I: • Filed a plan of liquidation, tiled a plan of reorganization. or filed for bankruptcy on • During the past 5 years has not been engaged in business as a financial institution or acted as a passive NFFE: • Is either liquidating or emerging from a reorganization or bankruptcy with the intent to continue or recommence operations as a nonfinancial entity: and • Has, or will provide. documentary evidence such as a bankruptcy filing or other public documentation that supports its claim if it remains in bankruptcy or liquidation for more than three years. Form WBBEN•E (Rev. 4.2016) DOC ID - 26358443.8 34 EFTA00604501 Form W-8BEN-E (Rev. 4-2016) Page 7 501(c) Organization 35 K I certify that the entity identified in Part I is a 501(c) organization that: • Has been issued a determination letter from the IRS that is currently in effect conckiding that the payee is a section 501(c) organization that is dated : or Part XXI • Has provided a copy of an opinion from U.S. counsel certifying that the payee is a section 501(c) organization (without regard to whether the = Bee is a foreign private foundation). Non-Profit Organization 36 K I certify that the entity identified in Part I is a non-profit organization that meets the following requirements: • The entity is established and maintained in its country of residence exclusively lot religious. charitable. scientific. artistic. cultural or educational purposes: • The entity is exempt from income lax in its country of residence: • The entity has no shareholders or members who have a proprietary or beneficial interest in its income or assets: • Neither the applicable laws of the entity's country of residence nor the entity's formation documents permit any income or assets of the entity to be distributed to. or applied for the benefit of. a private person or non-charitable entity other than pursuant to the conduct of the entity's charitable activities or as payment of reasonable compensation for services rendered or payment representing the fair market value of property which the entity has purchased: and • The applicable laws of the entity's country of residence or the entity's formation documents require that. upon the entity's liquidation or dissolution. all of its assets be distributed to an entity that is a foreign government, an integral part of a foreign government, a controlled entity of a foreign government. or another organization that is described in this Part XXII or escheats to the government of the entity's country of residence or any political subdivision thereof. Part XXIII Check box 37a or an, whichever applies. 37a K I certify that: • The entity identified in Part I is a foreign corporation that is not a financial institution: and • The stock of such corporation is regularly traded on one or more established securities markets. including (name one securities exchange upon which the stock is regularly traded). b K I certify that: • The entity identified in Part I is a foreign corporation that is not a financial institution: • The entity identified in Part I is a member of the same expanded affiliated group as an entity the stock of which is regularly traded on an established securities market: • The name of the entity, the stock of which is regularly traded on an established securities market, is : and • The name of the securities market on which the stock is regularly traded is Publicly Traded NFFE or NFFE Affiliate of a Publicly Traded Corporation Part XXIV Excepted Territory NFFE 38 K I certify that: • The entity identified in Part I is an entity that is organized in a possession of the United States: • The entity identified in Part I: • Does not accept deposits in the ordinary course of a banking or similar business. • Does not hold. as a substantial portion of its business. financial assets for the account of others. or • Is not an insurance company (or the holding company of an insurance company) that issues or is obligated to make payments with respect to a financial account: and • All of the owners of the entity identified in Part I are bona fide residents of the possession in which the NFFE is organized or incorporated. Part XXV Active NFFE 39 K I certify that: • The entity identified in Part I is a foreign entity that is not a financial institution: • Less than 50•/ of such entity's gross income for the preceding calendar year is passive income: and • Less than 50% of the assets held by such entity are assets that produce or are held for the production of passive income (calculated as a weighted average of the percentage of passive assets measured quarterly) (see instructions for the definition of passive income). Part XXVI Passive NFFE 40a K I certify that the entity identified in Part I is a foreign entity that is not a financial institution (other than an investment entity organized in a possession of the United Slates) and is not certifying its status as a publicly traded NFFE (or affiliate). excepted territory NFFE. active NFFE. direct reporting NFFE. or sponsored direct reporting NFFE. Check box 40b or 40c, whichever applies. b K I further certify that the entity identified in Part I has no substantial U.S. owners (or. if applicable. no controlling U.S. persons). or c K I further certify that the entity dented in Pad I has provided the name. address. and TIN of each substantial U.S. owner (or. if applicable. controling U.S. person) of the NFFE in Part XXIX Form W-BBEN-E (Rev. 4-2016) DOC ID - 26358443.8 35 EFTA00604502 Form W-SBEN-E (Rev. 4 261^ Part XXVII 41 O I certify that the entity identified in Part I: • Is a member of an expanded affiliated group: • Does not maintain financial accounts (other than accounts maintained for members of its expanded affiliated group): • Does not make withholdable payments to any person other than to members of its expanded affiliated group that are not limited FFIs or limited branches: • Does not hold an account (other than a depository account in the country in which the entity is operating to pay for expenses) with or receive payments from any withholding agent other than a member of its expanded affiliated group: and • Has not agreed to report under §1.14714(d)(2)(4)(C) or othemise act as an agent for chapter 4 purposes on behalf of any financial institution. inckding a member of its expanded &fisted group. Ligifatita Sponsored Direct Reporting NFFE (see instructions for when this is permitted) 42 Name of sponsoring entity: GIIN of sponsoring entity: 43 O I certify that the entity identified in Part I is a dWect reporting NFFE that is sponsored by the entity identified on line 42. Part XXIX Page 8 Excepted Inter-Affiliate FFI Substantial U.S. Owners of Passive NFFE As required by Part XXVI. provide the name, address, and TIN of each substantial U.S. owner of the NFFE. Please see instructions for definition of substantial U.S. owner. If providing the form to an FFI treated as a reporting Model 1 FFI or reporting Model 2 FFI. an NFFE may also use this Part for reporting its controlling U.S. persons under an applicable GA. Name Address TIN Part XXX Certification Under penalties of polity. I declare that I have examMed the Wiformation on this form and to the best of my knowledge and belief it is true. correct. and complete. I further Gerdy wider penalties of perjury that: • The entity identified on line 1 of this form is the beneficial owner of al the income to which this ram relates. is usig this town to certify its status for chapter 4 purposes. or is a merchant subrrittng this form for purposes of section 6050W. • The entity identified of line I of this form is not a U.S. person. • The income to which this form relates is: (a) not effectively connected with the corckxt of a trade or busies in the United States. (b) effectively connected but is not subject to tax under an income tax treaty. or (c) the partnerS share of a partnership's effectively connected income. and • For broker transactions or barter exchanges. the beneficial owner is an exempt foreign person as delved in the instructions. Funhermore. I authorize this form to be provided to arty wit/taking agent that has control. receipt. or custody of the income of which the entity of line I is the beneficial owner or any withholding agent that can dsburse or make payments of the income of which the entity on line 1 is the beneficial owner. I agree that I will submit a new form within 30 days if any certification on this form becomes incorrect. Sign Here Signature of Individual authorized to sign for beneficial owner Pant Name Date (Mkt-00-YVYY) O I certify that I have the capacity to sign for the entity identified on line 1 of this form. Faint W-8 B E N-E Rev. 4-2016) DOC ID - 26358443.8 36 EFTA00604503 Forn,W-81MY (Rev. September 2016) Department of the Treazuy Internal Revenue Service Do not use this form for: Instead, use Form • A beneficial owner solely claiming foreign status a treaty benefits W-SBEN or W-8BEf. E • A hybrid entity claiming treaty benefits an its own behalf W-8BEls E • A foreign person dairniva that income is effectively connected with the conduct of a trade or business in the United States 8ECI Certificate of Foreign Intermediary, Foreign Flow-Through Entity, or Certain U.S. Branches for United States Tax Withholding and Reporting ► Section references are to the Internal Revenue Code. ► Information about Form W-8IMY and its separate instructions is at warmirs.govilownv8imy. ► Give this form to the withholding agent or payer. Do not send to the IRS. OMR No. 1545.1621 • A duegarded entity with a single foreign owner that is the beneficial owner of the income to which this form relates. Instead, the single foreign owner should use W-8BEN, W-8ECI, or W-8BEN E • A foreign government. intemational organization. foreign central bank of issue. foreign lax-exempt organization. foreign private foundation, or government of a U.S. possession claiming the applicability of section(s) 116(2). 501(c). 892.896. or 1443(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SEW • U.S. entity or U.S. citizen or resident 9 • A foreign person documenting itself for purposes of section 6060W 8ECI la Identification of Entity W-SBEN. W-SBEN-E. or W 1 Name of individual or organization that is acting as intermediary 2 Country of incorporation or organization 3 Name of disregarded entity (if applicable). see instructions 4 Chapter 3 Status (entity type) (Must check one box only.): K Qualified intermedary. Complete Part III. K Nonqualified intermediary. Complete Part IV. O Territory financial institution. Complete Part V. K U.S. branch. Complete Part VI. K Withholding foreign partners*. Complete Part VII. 5 Chapter 4 Status (FATCA status) (See instructions for details and complete (Must check one box only.): K Nonparticipating FFI (includng a limited FFI or an FFI related to a Reporting IGA FFI other than a deemed-compliant FFI. participating FFI. or exempt beneficial earner). Complete Part IX (if applicable). K Participating FFI. K Reporting Model I FFI. K Reporting Model 2 FFI. K Registered deemed-compliant FFI (other then a reporting Model 1 FFI. sponsored FFI. or nonreporting IGA FFI covered in Part XIX). K Territory financial thstitution. Complete Pail V. K Sponsored FFI (other than a certified deemed-compliaM sponsored. closely held investment vehicle). Complete Part X. K Certified deemed-compliant nonegistering local bank. Complete Part XII. K Cateed deemed-compliant FFI wvhoiy low-value accounts. Complete Part XIII. K Certified deemed-compliant sponsored. closely held investment vehicle. Complete Part XIV. K Certified deemed-compliant limited fife debt investment entity. Complete Part XV. K Certified deemed-compliant investment advisors and investment K Sponsored drect reporting NFFE. Complete Part XXVIII. managers. Complete Part XVI. 6 Permanent residence address (street. apt. or sule no.. a rural route). Do not use a P.O. box or In-care-of address (other than a registered addess). K Withholding foreign trust. Complete Part VII. K Nonwithholding foreign partnership. Complete Part VIII. K Nonwithholding foreign simple bust. Complete Part VIII. K Nonwithholding foreign grantor trust. Complete Part VIII. the certification below for the entity's applicable status.) K Ormer-documented FFI. Complete Part XI. K Restricted distributor. Complete Part XVII. K Foreign central bank of issue. Complete Part XVIII. K Nonreporting IGA FFI. Complete Part XIX. K Exempt retirement plans. Complete Part XX. K Excepted nonfinancial group entity. Complete Part XXI. K Excepted nonfinancial start-up company. Complete Part XXII. K Excepted nonfinancial entity n liquidation or bankruptcy. Complete Part XXIII. K Publicly traded NFFE or NFFE affiliate of a publicly traded corporation. Complete Part XXIV. K Excepted territory NFFE. Complete Part )0(V. K Active NFFE. Complete Part XXVI. K Passive NFFE. Complete Part XXVII. K Died reporting NFFE. City or town, state or province. Include postal code where appropriate. Country 7 Mailing address (if different from above) City or town, state or province. Include postal code where appropriate. Country 8 U.S. taxpayer identification number. if required► K OI-EIN K WP-EIN ITIN K WT-EIN K EIN K SSN a DOC ID - 26358443.8 37 EFTA00604504 9 GIIN (it applicable) 10 Reference number(s) (see instructions) For Paperwork Reduction Act Notice. see separate instructions. Cat. No. 25402O Form W-8IMY (Rev. 9-2016) DOC ID - 26358443.8 38 EFTA00604505 Form W-8IMY (Rev. 9-2016) Page 2 Disregarded Entity or Branch Receiving Payment. (Complete only if a disregarded entity with a GIIN or a branch of an FFI in a country other than the FFI's country of residence. See instructions.) 11 Chapter 4 Status (FATCA status) of disregarded entity or branch receiving payment. K Limited branch (see instructions). K Reporting Modell FFI. K U.S. Branch. K Participating FFI. K Reporting Model 2 FFI. 12 Address of branch (street, apt. or suite no.. or rural route). Do not use a P.O. box or in-care-of address (other than a registered address). Part II City or town. state or province. Include postal code where appropriate. Country 13 GUN (if any) ► Part III 14a K (All qualified intermediaries check here.) I certify that the entity identified in Part I (or branch, if relevant): • Is a qualified intermediary with respect to the aocount(s) identified on line 10 or in a withholding statement associated with this form (as required) that is either: (I) not acting for its own account: (II) a qualified derivatives dealer: and/or (III) a qualified intermediary assuming primary withholding responsibility for payments of substitute interest. as permitted by the O1 Agreement. • Has provided or wil provide a withholding statement. as required. for purposes of chapters 3 and 4 that is subject to the certifications made on this form. Chapter 3 Status Certifications Qualified Intermediary Check all that apply. b K I certify that the entity identified in Part I of this form is not providing a withholding statement associated with this form because it assumes primary withholding responsibility for purposes of chapters 3 and 4. and either: • Primary Form 1099 reporting and backup withholding responsibility: or • Reporting responsibility as a participating FFI or registered deemed-compliant FFI with respect to accounts that it maintains and that are held by specified U.S. persons as permitted under Regulations sections 1.6049-4(c)(4)(i) or (c)(4)(ii) in lieu of Form 1099 reporting. K I cattily that the entity identified in Part I of this dorm assumes primary withholding responsbility under chapters 3 and 4 with respect to payments made to each account identified on this line 14c (or on an attachment to this form) ► d K I certly that the entity identified in Part I of this form assumes primary Form 1099 reporting and backup withholding responsibility with respect to payments made to each account identified on this line 14d or on an attachment to this form or reporting responsibility as a participating FFI or registered deemed-compliant FFI with respect to accounts that it maintains and that are held by specified U.S. persons as permitted under Regulations sections 1.6049.4(c)(4)(i) or (c)(4)(ii) in lieu of Form 1099 reporting ► K I certify that the entity identified in Part I of this form does NOT assume primary Form 1099 reporting and backup withholding responsibility. Check all that apply. (I) K I certify that the entity identified in Pad I of this form is using this form to transmit Forms W-9 with respect to each account(s) not covered by the certification in (ii) held by a U.S. nonexempt recipient identified on this line 14e or in a withholding statement associated with this fayn ► (Ill K If the entity identified on Part I of this form has allocated or will allocate a portion of a payment to a chapter 4 withholding rate pool of U.S. payees on a withholding statement associated with this form. I certify that the entity meets the requirements of Regulations section 1.6049.4(c)(4)(iii) with respect to any account holder of an account it maintains that is included in a withholding rate pool of U.S. payees provided on a withholding statement associated with this form. (III) K If the entity identified on Part I of this form has allocated or will allocate a portion of a payment to a chapter 4 withholding rate pool of U.S. payees on a withholding statement associated with this form. to the extent the entity is providing a withholding statement that includes a chapter 4 withholding rate pool of U.S. payees that are account holders of an intermediary or flow- through entity receiving a payment from the entity identified on line 1. I certify that the entity on line 1 has obtained or will obtain documentation sufficient to establish each such intermediary or flow-through entity's status as a participating FFI. registered deemed-compliant FFI. or FFI that is a qualified intermediary. K I certify that the entry, identified in Part I of this form is acting as qualified securities lender with respect to payments associated with this form that are U.S. source substitute dividends received from the withholding agent. g K I certify that the entity identified in Part I of this form meets the requirements to act as a qualified derivatives dealer and assumes primary withholding responsibility for the payments awniated with this form andlor identified on a withholding statement. h K I certify that the entity identified in Part I of this form is acting as a qualified intermediary and assumes primary withholding responsibility under chapters 3 and 4 and primary Form 1099 reporting and backup withholding responsibility for all payments of substitute interest associated with this form as permitted by the CI Agreement. Form W-8IMY (Rev. 9.2016) DOC ID - 26358443.8 39 EFTA00604506 Form W-8IMY (Rev. 9.2016) Nongualified Intermediary Check all that apply. 16s K (All nonqualified intermediaries and qualified intermediaries that are not acting in their capacity as such check here.) I certily that the entity identified in Part I of this form is not acting as a qualified intermediary with respect to each account(s) for which this form is provided and is not acting for its owl account. b K I certily that the entity identified in Pad I of this form is using this form to transmit withholding certificates and/or other documentation and has provided. or will provide. a withholding statement. as required. K I certify that the entity identified in Part I of this form meets the requirements of Regulations section t.6049.4(c)(4)(tii) with respect to any account holder of an account it maintains that is included in a withholding rate pool of U.S. payees provided on a withholding statement associated with this form. d K I certify that the entity identified in Part I of this form is acting as a qualified securities lender with respect to payments associated with this form that are U.S. source substitute dividends received from the withholding agent. Page 3 Part V Territory Financial Institution 16a K I certify that the entity identified in Pad I is a financial institution (other than an investment entity that is not also a depository institution. custodial institution. or specified insurance company) that is incorporated or organized under the laws of a possession of the United States. Check box 16b or 16c, whichever applies. b K I further certify that the entity identified in Part I is using this form as evidence of its agreement with the withholding agent to be treated as a U.S. person for purposes of chapters 3 and 4 with respect to any payments associated with this withholding certificate. • K I further caddy that the entity identified in Pad I: • Is using this Corm to transmit withholding certificates and/or other documentation for the persons for whom it receives a payment: and • Has provided or will provide a withholding statement. as required. Part VI Certain U.S. Branches 17a K I certify that the entity identified in Part I is receiving payments that are not effectively connected with the conduct of a trade or business in the United States. Check box 17b or 17c, whichever applies. b K I certify that the entity identified in Part I is a U.S. branch of a foreign bank or insurance company described in Regulations section 1.1441-1(b)(2)(iv)(A) that is a participating FFI (including a reporting Model 2 FFI). registered deemed-compliant FFI (including a reporting Model 1 FFI). or NFFE that is using this form as evidence of its agreement with the withholding agent to be treated as a U.S. person with respect to any payments associated with this withholding certificate. c K I certify that the entity identified in Part I: • Is using this form to transmit withholding certificates and/or other documentation for the persons for whom the branch receives a payment: and • Has provided or will provide a withholding statement, as required. Part VII Withholding Foreign Partnership (WP) or Withholding Foreign Trust (WT) 18 K I caddy that the entity identified in Part I is a withholding foreign partnership or a withholding foreign trust that is compliant with the terms of its WP or WT agreement. Part VIII Nonwithholding Foreign Partnership, Simple Trust, or Grantor Trust Check all that apply. 19a K I certify that the entity identified in Part I: • Is a nonwithholding foreign partnership, a nonwithholding foreign simple trust. or a nonwithholding foreign grantor bust and is providing this form for payments that are not ellectively connected, or are not treated as effectively connected. with the conduct of a trade or business in the United States: and • Is using this form to transmit withholding certificates and/or other documentation and has provided or will provide a withholding statement. as requred for purposes of chapters 3 and 4. that is subject to the certifications made on this form. b K I certify that the entity identified in Part I is a foreign partnership that is a partner in a lower-tier partnership and is providing this Form W-8IMY for purposes of section 1446. DOC ID - 26358443.8 40 EFTA00604507 Form W-8IMY (Rev. 9-2016) DOC ID - 26358443.8 41 EFTA00604508 Form W-8IMY (Rev. 9.2016) Page 4 Part IX 20 K I certify that the entity identified in Part I is using this form to transmit withholding certificates and/or other documentation and has provided or will provide a withholding statement that indicates the portion of the payment allocated to one or more exempt beneficial owners. Part X Chapter 4 Status Certifications Nonparticipating FFI with Exempt Beneficial Owners Sponsored FFI 21 a Name of sponsoring entity: ► GIIN of sponsoring entity: ► Check box 21b or 21c, whichever applies. b K I certify that the entity identified in Part I: • Is an investment entity: • Is not a CIL WP. or WT: and • Has agreed with the entity identified above (that is not a nonparticipating FFI) to act as the sponsoring entity for this entity. • K I certify that the entity identified in Part I: • Is a controlled loreign corporation as defined in section 957(a): • Is not a Ol. WP. or WT: • Is wholly owned. directly or indirectly. by the U.S. financial institution identified above that agrees to act as the sponsoring entity for this entity: and • Shares a common electronic account system with the sponsoring entity (identified above) that enables the sponsoring entity to identity all account holders and payees of the entity and to access all account and customer information maintained by the entity including, but not limited to. customer identification information, customer documentation. account balance, and all payments made to account holders or payees. Part XI Note: This status only applies lithe U.S. financial Institution, participating FFI. reporting Model 1 FFI, or reporting Model 2 FFI to which this form is given has agreed that it will treat the FFI as an owner-documented FFI. The owner-documented FFI must make the certifications below. 22 a K I certify that the FFI identified in Pat I: • Does not act as an intermediary: • Does not accept deposits in the ordinary course of a banking or similar business: • Does not hold, as a substantial portion of its business. financial assets for the account of others: • Is not an insurance company (or the holding company of an insurance company) that issues or is obligated to make payments with respect to a financial account: • Is not affiliated with an entity (other than an FFI that is also treated as an owner-documented FFI) that accepts deposits in the ordinary course of a banking or similar business, holds. as a substantial portion of its business. financial assets for the account of others. or is an insurance company (or the holding company of an insurance company) that issues or is obligated to make payments with respect to a financial account: and • Does not maintain a financial account for any nonparticipating FFI. Check box 22b or 22c, whichever applies. b K I certify that the FFI identified in Pail I: • Has provided, or will provide, an FFI owner reporting statement (including any applicable owner documentation) that contains: (I) The name, address. TIN (if any). chapter 4 status, and type of documentation provided (if required) of every individual and specified U.S. person that owns a direct or indirect equity interest in the owner-documented FFI (looking through all entities other than specified U.S. persons): (II) The name, address. TIN (if any). chapter 4 status, and tyro of documentation provided (if required) of every individual and specified U.S. person that owns a deb interest in the owner-documented FFI (including any indirect debt interest, which includes debt interests in any entity that directly or indirectly owns the payee or any direct or indirect equity interest in a debt holder of the payee) that constitutes a financial account in excess of $50.000 (disregarding all such debt interests owned by participating FFIs. registered deemed-compliant FFIs. certified deemed-compliant FFIs. excepted NFFEs. exempt beneficial owners. or U.S. persons other than specified U.S. persons): and (III Any additional information the withholding agent requests in order to fulfill its obligations with respect to the entity. • K I certify that the FFI identified in Part I: • Has provided, or will provide, an auditor's letter, signed no more than four years prior to the date of payment, from an independent accounting firm or legal representative with a location in the United States stating that the firm or representative has reviewed the FFI's documentation with respect to all of its owners and debt holders identified in Regulations section 1.1471 -3(d)(6)(iv)(A)(2) and that the FFI meets all the requirements to be an owner-documented FFI. The FFI identified in Part] has also provided, or will provide. an FFI owner reporting statement and Form W-9. with applicable waivers. as described in Regulations section 1.1471-3(d)(6)(iv). Owner-Documented FFI Form W-RIMY (Rev. 9-2016) DOC ID - 26358443.8 42 EFTA00604509 Form W43IMY (Rev. 9-2016) Part XII 48 K I certify that the FFI identified in Part I: • Operates and is licensed solely as a bank or credit union (or similar cooperative credit organization operated without profit) in its country of incorporation or organization: • Engages primarily in the business of receiving deposits from and making loans to. with respect to a bank. retail customers unrelated to such bank and. with respect to a credit union or similar cooperative credit organization, members. provided that no member has a greater than live percent interest in such credit union or cooperative credit organization: • Does not solicit account holders outside its country of organization; • Has no fixed place of business outside such country (for this purpose. a fixed place of business does not include a location that is not advertised to the public and from which the FFI performs solely administrative support functions); • Has no more than $175 million in assets on its balance sheet and. it it is a member of an expanded affiliated group, the grou p has no more than $500 million in total assets on its consolidated or combined balance sheets: and • Does not have any member of its expanded affiliated group that is a foreign financial institution. other than a foreign financial institution that is incorporated or organized in the same country as the FFI identified in Part I and that meets the requirements set forth in this Part XII. Part XIII Page 5 Certified Deemed-Compliant Nonregistering Local Bank Certified Deemed-Compliant FFI with Only Low-Value Accounts 20 K I certify that the FFI identified in Part I: • Is not engaged primarily in the business of investing. reinvesting, or trading in securities, partnership interests, commodities. notional principal contracts, insurance or annuity contracts, or any interest (including a lutures or forward contract or option) in such security. partnership interest, commodity, notional principal contract, insurance contract or annuity contract: • No financial account maintained by the FFI or any member of its expanded affiliated group, if any, has a balance or value in excess of $50.000 (as determined alter applying applicable account aggregation rules); and • Neither the FFI nor the FFI's entire expanded affiliated group, it any. have more than $50 million in assets on its consolidated or combined balance sheet as of the end of its most recent accounting year. Part XIV 25a Name of sponsoring entity: ► b K • I certify that the FFI identified in Part I: • Is an FFI solely because it is an investment entity described in Regulations section 1.1471-5(e)(4): • Is not a CI. WP. or WT: • Will have all of its due diligence, withholding, and reporting responsibilities (determined as it the FFI were a participating FFI) fulfilled by the sponsoring entity identified on line 25a: and • Twenty or fewer individuals own all of the debt and equity interests in the entity (disregarding debt interests owned by U.S. financial institutions, participating FFIs. registered deemed-compliant FFIs. and certified deemed-compliant FFIs and equity interests owned by an entity that owns 100 percent of the equity interests in the FFI identified in Part I and is itself a sponsored FFI). Certified Deemed-Compliant Sponsored, Closely Held Investment Vehicle Part XV 28 K I certify that the FFI identified in Pall: • Was in existence as of January 17. 2013; • Issued all classes of its debt or equity interests to investors on or before January 17. 2013 pursuant to a trust indenture or similar agreement: and • Is certified deemed-compliant because it satisfies the requirements to be treated as a limited life debt investment entity (such as the restrictions with respect to its assets and other requirements under Regulations section 1.1471-5(0(2)(iv)). Certified Deemed-Compliant Limited Life Debt Investment Entity MEII Certified Deemed-Compliant Investment Advisors and Investment Managers 27 K I certify that the entity identified in Part I: • Is a financial institution solely because it is an investment entity described in Regulations section 1.1071 -5(a)(4)(i)(A), and • Does not maintain financial accounts. Part XVII Restricted Distributor 28a K (All restricted distributors check here.) I certify that the entity identified in Part I: • Operates as a distributor with respect to debt or equity interests of the restricted fund with respect to which this form is furnished; • Provides investment services to at least 30 customers unrelated to each other and less than hall of its customers are related to each other; • Is required to perform AML due diligence procedures under the anti-money laundering laws of its country of organization (which is a FATF-compliant jurisdiction); • Operates solely in its country of incorporation or organization. has no fixed place of business outside of that country. and has the same country of incorporation or organization as all members of its affiliated group, if any; • Does not solicit customers outside its country of incorporation or organization: • Has no more than $175 million in total assets under management and no more than $7 million in gross revenue on its income statement for the most recent accounting year: DOC ID - 26358443.8 43 EFTA00604510 • Is not a member of an expanded affiliated group that has more than $500 million in total assets under management or more than $20 million in gross revenue for its most recent accounting year on a combined or consolidated income statement: and • Does not distribute any debt or securities of the restricted fund to specified U.S. persons, passive NFFEs with one or more substantial U.S. owners. or nonparticipating FFIs. Form W-8IMY (Rev. 9-2016) DOC ID - 26358443.8 44 EFTA00604511 Form W-8IMY (Rev. 9-2016) Part XVII Check box 28b or 28c, whichever applies. I further certify that with respect to all sales of debt or equity interests in the restricted lund with respect to which this form is furnished that are made after December 31. 2011. the entity identified in Pad I: b K Has been bound by a distribution agreement that contained a general prohibition on the sale of debt or securities to U.S. entities and U.S. resident individuals and is currently bound by a distribution agreement that contains a prohibition of the sale of debt or securities to any specified U.S. person. passive NFFE with one or more substantial U.S. owners. or nonparticipating FFI. • K Is currently bound by a distribution agreement that contains a prohibition on the sale of debt or securities to any specified U.S. person. passive NFFE with one or more substantial U.S. owners. or nonparticipating FFI and. for all sales made prior to the time that such a restriction was included in its distribution agreement. has reviewed all accounts related to such sales in accordance with the procedures identified in Regulations section 1.1471.4(c) applicable to preexisting accounts and has redeemed or retired any securities which were sold to specified U.S. persons. passive NFFEs with one or more substantial U.S. owners. or nonparticipating FFIs. or will transfer the securities to a distributor that is a participating FFI reporting Model 1 FFI. or reporting Model 2 FFI. Page 6 Restricted Distributor (continued) Part XVIII Foreign Central Bank of Issue 29 K I certify that the entity identified in Pad I is treated as the beneficial owner of the payment solely for purposes of chapter 4 under Regulations section 1.1471-6(d)(4). Part XIX Nonreporting IGA FFI 30 K I certify that the entity identified in Part I: • Meets the requirements to be considered a nonreporting financial institution pursuant to an applicable IGA between the United Slates and . The K Model 2 IGA: and is treated as applicable IGA is a K Model 1 IGA or a a under the provisions of the applicable IGA or Treasury regulations (if applicable, see instructions): • II you are a trustee documented trust or a sponsored entity, provide the name of the trustee or sponsor whose GIIN is provided on line 9a (if any) • and your GIIN (if issued to you) Part XX Exempt Retirement Plans Check box 31a, b, c, d, e, or f, whichever applies. 31a El I certify that the entity identified in Part I: • Is established in a country with which the United States has an income tax treaty in force: • Is operated principally to administer or provide pension or retirement benefits; and • Is entitled to treaty benefits on income that the fund derives from U.S. sources (or would be entitled to benefits it it derived any such income) as a resident of the other country which satisfies any applicable limitation on benefits requirement. b K I certify that the entity identified in Part I: • Is organized for the provision of retirement, disability, or death benefits (or any combination thereof) to beneficiaries that are former employees of one or more employers in consideration for services rendered: • No single beneficiary has a right to more than 5% of the FF1's assets: • Is subject to government regulation and provides annual information reporting about its beneficiaries to the relevant tax authorities in the country in which the fund is established or operated: and (I) Is generally exempt from tax on investment income under the laws of the country in which it is established or operates due to its status as a retirement or pension plan: (II) Receives at least 50% of its total contributions loam sponsoring employers (disregarding transfers of assets from other plans described in this pan. retirement and pension accounts described in an applicable Model 1 or Model 2 IGA, other retirement funds described in an applicable Model 1 or Model 2 IGA. or accounts described in Regulations section 1.1471 -5(b)(2)(i)(A)); (Ill) Either does not permit or penalizes distributions or withdrawals made belore the occurrence of specified events related to retirement, disability, or death (except rollover distributions to accounts described in Regulations section 1.1471-5(b)(2)(i)(A) (referring to retirement and pension accounts), to retirement and pension accounts described in an applicable Model 1 or Model 2 IGA. or to other retirement funds described in this part or in an applicable Model 1 or Model 2 IGA); or (Iv) Limits contributions by employees to the lund by reference to earned income of the employee or may not exceed $50.000 annually. K I certify that the entity identified in Part I: • Is organized for the provision of retirement. disability, or death benefits (or any combination thereof) to beneficiaries that are termer employees of one or more employers in consideration for services rendered: • Has fewer than 50 participants: • Is sponsored by one or more employers. each of which is not an investment entity or passive NFFE: • Employee and employer contributions to the lund (disregarding transfers of assets from other plans described in this part. retirement and pension accounts described in an applicable Model 1 or Model 2 IGA. or accounts described in Regulations section 1.1471-5(6)(2)(i)(A)) are limited by reference to eamed income and compensation of the employee. respectively: • Participants that are not residents of the country in which the fund is established or operated are not entitled to more than 20 percent of the tunes assets: and • Is subject to government regulation and provides annual information reporting about its beneficiaries to the relevant tax authorities in the country in which the fund is established or operates. d K I certify that the entity identified in Part I is formed pursuant to a pension plan that would meet the requirements of section 401(a). other than the requirement that the plan be funded by a trust created or organized in the United States. Form W-8IMY (Rev. 9-20l 6) DOC ID - 26358443.8 45 EFTA00604512 Form W-8IMY (Rev. 9-2016) Page 7 Exempt Retirement Plans (continued) e K I certify that the entity idenfilied in Part I is established exclusively to earn income for the benefit of one or more retirement funds described in this part or in an applicable Model t or Model 2 IGA. accounts described in Regulations section 1.1471 -5(b)(2)(i)(A) (referring to retirement and pension accounts). or retirement and pension accounts described in an applicable Model t or Model 2 IGA. K I certify that the entity identified in Part I: • Is established and sponsored by a foreign government, international organization, central bank of issue. or government of a U.S. possession (each as defined in Regulations section 1.1471.6) or an exempt beneficial owner described in an applicable Model 1 or Model 2 IGA to provide retirement. disability. or death benefits to beneficiaries or participants that are current or former employees of the sponsor (or persons designated by such employees): or • Is established and sponsored by a foreign government, international organization, central bank ol issue. or government of a U.S. possession (each as defined in Regulations section 1.1471.6) or an exempt beneficial owner described in an applicable Model 1 or Model 2 IGA to provide retirement. disability. or death benefits to beneficiaries or participants that are not current or former employees of such sponsor. but are in consideration of personal services performed for the sponsor. Part XXI 32 K f certify that the entity identified in Part I: • Is a holding company. treasury center, or captive finance company and substantially all of the entity's activities are functions described in Regulations section 1.1471-5(9)(5)(i)(D) through (E): • Is a member ol a nonfinancial group described in Regulations section 1.1471.5(e)(5)(I)(B): • Is not a depository or custodial institution (other than for members of the entity's expanded affiliated group): and • Does not function (or hold itself out) as an investment fund. such as a private equity fund. venture capital fund, leveraged buyout fund or any investment vehicle with an investment strategy to acquire or fund companies and then hold interests in those companies as capital assets for investment purposes. Excepted Nonfinancial Group Entity Part XXII Excepted Nonfinancial Stan-up Company 33 K I caddy that the entity identified in Part I: • Was formed on (or in the case of a new line of business. the date ol board resolution approving the new line ol business) (date must be less than 24 months prior to date ol payment): • Is not yet operating a business and has no prior operating history or is investing capital in assets with the intent to operate a new line of business other than that of a financial institution or passive NFFE: and • Does not function (or hold itself out) as an investment fund. such as a private equity lund. venture capital fund, leveraged buyout lund. or any investment vehicle whose purpose is to acquire or fund companies and then hold interests in those companies as capital assets for investment purposes. Part XXII 34 K I certify that the entity identified in Part I: • Filed a plan of liquidation, filed a plan of reorganization. or tiled for bankruptcy on the following date: • Has not been engaged during the past 5 years in business as a financial institution or acted as a passive NFFE: • Is either liquidating or emerging from a reorganization or bankruptcy with the intent to continue or recommence operations as a nonfinancial entity: and • Has provided. or will provide. documentary evidence such as a bankruptcy filing or other public documentation that supports its claim if it remains in bankruptcy or liquidation for more than three years. Excepted Nonfinancial Entity in Liquidation or Bankruptcy Part XXIV Check box 35a or 35b, whichever applies 35a 0 I caddy that: • The entity identified in Part I is a loreign corporation that is not a financial institution: and • The stock of such corporation is regularly traded on one or more established securities markets. including b K I certify that: • The entity identified in Part I is a loreign corporation that is not a linancial institution: • The entity identified in Part I is a member of the same expanded affiliated group as an entity the stock of which is regularly traded on an established securities market: • The name of the entity, the stock of which is regularly traded on an established securities market. is : and • The name of the securities market on which the stock is regularly traded is ► Publicly Traded NFFE or NFFE Affiliate of a Publicly Traded Corporation Excepted Territory NFFE 38 K I certify that: • The entity identified in Part I is an entity that is organized in a possession ol the United States: • The entity identified in Part I: (I) Does not accept deposits in the ordinary course ol a banking or simiar business: (II) Does not hold. as a substantial portion of its business. financial assets for the account of others: and (Ill) Is not an insurance company (or the holding company of an insurance company) that issues or is obligated to make payments with respect to a financial account. • All of the owners ol the entity identified in Part I are bona fide residents of the possession in which the NFFE is organized or incorporated. Form W-8IMY (Rev. 9-2016) DOC ID - 26358443.8 46 EFTA00604513 Form W-8IMY (Rev. 9.2016) Part XXVI Page 8 Active NFFE 37 K I certify that: • The entity identified in Part I is a foreign entity that is not a financial institution: • Less than 50•/ of such entity's gross income for the preceding calendar year is passive income: and • Less than 50•/ of the assets held by such entity are assets that produce or are held for the production of passive income (calculated as a weighted average of the percentage of passive assets measured quarterly). See the instructions for the definition of passive income. Part XXVII Passive NFFE 38 K I certify that the entity identified in Part I: • Is a foreign entity that is not a financial institution (this category includes an entity organized in a possession of the United States that engages (or holds itself out as being engaged) primarily in the business of investing, reinvesting, or trading in securities, partnership interests, commodities, notional principal contracts, insurance or annuity contracts, or any interest in such security, partnership interest. commodity, notional principal contract, insurance contract or annuity contract): and • Is using this form to transmit withholding certificates and/or other documentation and has provided or will provide a withholding statement, as required. Part XXVIII Sponsored Direct Reporting NFFE 39 Name of sponsoring entity: ► GIIN of sponsoring entity: ► 40 K I certify that the entity identilied in Part I is a direct reporting NFFE that is sponsored by the entity identified on line 39. Certification Under penalties of perjury. I declare that I have examined the information on this form and to the best of my knowledge and belief it is true. correct. and complete. Furthermore. I authorize this form to be provided to any withholding agent that has control. receipt. or custody of the income for which I am providing this form or any withholding agent that can disburse or make payments of the amounts for which I am providing this form. I agree that I will submit a new form within 30 days if any certification made on this form becomes incorrect. Sign Here ► Signature of authorized official Date (MM-DD-VYYY) DOC ID - 26358443.8 47 EFTA00604514 Form W-8IMY (Rev. 9-2016) DOC ID - 26358443.8 48 EFTA00604515 Form W8EXP (Rev. Septemter 20 t 6.i Department of the Treasury Internal Revenue Service Do not use this form for: • A foreign government or other foreign organization that is not claiming the applicability of section(s) 115(2), 501(c). 892. 895. Certificate of Foreign Government or Other Foreign Organization for United States Tax Withholding and Reporting (For use by foreign govemmeMs. international organizations. Foreign central banks col Issue. Foreign tax-exempt organizations. foreign private foundations. and governments of U.S. possessions.) • Information about Form IN.SEXP and its separate instructions is at www.irs.govlormwtlexp. I% Section references are to the Internal Revenue Code. • Give this form to the withholding agent or payer. Do not send to the IRS. OMB No. 1545-1621 Instead, use Form: 8EC1 • A beneficial owner solely claiming foreign status or treaty benefits W-88EN or W-88EN- E • A foreign partnership or a foreign trust W-88EN-E or W- 8IMY • A person claiming that income is effectively connected with the conduct of a trade or business in the United States W-SEC • A person acting as an intermediary W- 8IMY Part I Identification of Beneficial Owner I Name of organization 2 Country of incorporation or organization 3 Type of entity K Foreign government K International organization K Foreign central bank of issue (not wholly owned by the foreign sovereign) K Foreign tax-exempt o ganization K Foreign private foundation K Government of a U.S. possession 4 Chapter 4 Status (FATCA status): K Participating FFI. K Reporting Model 1 FFI. K Reporting Model 2 FFI. K Registered deemed-compliant FFI (other than a Reporting Model 1 FFI). K Nonreporting IGA FFI. Complete Part III. K Territory financial institution. Complete Part III. K International organization. K Foreign government (including a political subdivision), government of a U.S. possession, or foreign central bank of issue. Complete Part III. K Exempt retirement plan of foreign government. Complete Part K 501(c) organization. Complete Pad III. K Passive NFFE. Complete Pad III. K Direct reporting NFFE. K Sponsored direct reporting NFFE. Complete Part III. 5 Permanent address (street. apt. or mite no.. or rural route). Do not use a P.O. box or In-care-of address (other than a registered address). City or town, state or province. Include postal code where appropriate. Country 6 Mailing address (if dfferent from above). City or town. state or province. Include postal or ZIP code where appropriate. Country 7 U.S. TIN. if required (see instructions) 8a GUN b Foreign TIN (see instructions) g Reference number(s) (see instructions) Part II to Qualification Statement for Chapter 3 Status For a foreign government: a K I certify that the entity identified in Part I is a foreign government within the meaning of section 892 and the payments are within the scope of the exemption granted by section 892. Check box 10b or box 10c, whichever applies. b K The entity identified in Part I is an integral part of the govemment of c K The entity identified in Part I is a controlled entity of the government of 11 For an international organization: K I certify that: • The entity identified in Part I is an international organization within the meaning of section 7701(a)(18). and • The payments are within the scope of the exemption granted by section 892. 12 For a foreign central bank of issue (not wholly owned by the foreign sovereign): K I certify that: • The entity identified in Part I is a foreign central bank of issue, DOC ID - 26358443.8 49 EFTA00604516 • The entity identified in Part I does not hold obligations or bank deposits to which this form relates for use in connection with the conduct of a commercial banking function or other commercial activity, and • The payments are within the scope of the exemption granted by section 895. For Paperwork Reduction Act Notice, see separate Instructions. Cat. No. 25001F Forrn W-8EXP Rev. 9-2016) DOC ID - 26358443.8 50 EFTA00604517 Form W-8EXP (Rev.9-2016) Page 2 Qualification Statement for Chapter 3 Status (continued) 13 For a foreign tax-exempt organization, including foreign private foundations: If any of the income to which this certification relates constitutes income includible under section 512 in computing the entity's unrelated business taxable income, attach a statement identifying the amounts. Check either box 13a or box 13b. a K I certify that the entity identified in Part I has been issued a determination letter by the IRS dated that is currently in effect and that concludes that it is an exempt organization described in section 501(c). b K I have attached to this form an opinion from U.S. counsel concluding that the entity identified in Part I is described in section 501(c). For section 501(cX3) organizations only, check either box 13c or box 13d. c K If the determination letter or opinion of counsel concludes that the entity identified in Part I is described in section 501(c)(3), I certify that the organization is not a private foundation described in section 509. I have attached an affidavit of the organization setting forth sufficient facts for the IRS to determine that the organization is not a private foundation because it meets one of the exceptions described in section 509(a)(1), (2), (3), or (4). d K If the determination letter or opinion of counsel concludes that the entity identified in Part I is described in section 501(c)(3), I certify that the organization is a private foundation described in section 509. 14 For a government of a U.S. possession: K I certify that the entity identified in Part I is a government of a possession of the United States, or is a political subdivision thereof, and is claiming the exemption granted by section 115(2). Part II Qualification Statement for Chapter 4 Status (if required) 15 For a nonreporting MA FFI: K I certify that the entity identified in Part I: • Meets the requirements to be considered a nonrepating financial institution pursuant to an applicable Ica between the United States and • Is treated as a under the provisions of the applicable IGA (see instructions); and • If you are an FFI treated as a registered deemed-compliant FFI under an applicable Model 2 IGA, provide your GIIN: 16 For a territory financial institution: K I certify that the entity identified in Part I is a financial institution (other than an investment entity) that is incorporated or organized under the laws of a possession of the United States. 17 For a foreign government (including a political subdivision), government of a U.S. possession, or foreign central bank of issue: K I certify that the entity identified in Part I is the beneficial owner of the payment and is not engaged in commercial financial activities of a type engaged in by an insurance company. custodial institution, or depository institution with respect to the payments. accounts, or obligations for which this form is submitted (except as permitted in Regulations section 1.1471.6(h)(2)). 18 For an exempt retirement plan of a foreign government: K I certify that the entity identified in Part I: • Is established and sponsored by a foreign government, international organization, central bank of issue, or govemment of a U.S. possession (each as defined in Regulations section 1.1471.6 or an applicable Model 1 or Model 2 IGA) to provide refirement, disability, or death benefits to beneficiaries or participants that are current or former employees of the sponsor (or persons designated by such employees): or • Is established and sponsored by a foreign government, international organization, central bank of issue, or govemment of a U.S. possession (each as defined in Regulations section 1.1471.6 or an applicable Model 1 or Model 2 IGA) to provide retirement, disability, or death benefits to beneficiaries or participants that are not current or former employees of such sponsor, but are in consideration of personal services performed for the sponsor. 19 For a 501(c) organization: K I certify that the entity identified in Part I is an entity described in section 501(c) but is not an insurance company described in section 501(c)(15). 20 For a passive NFFE: a K I certify that the entity identified in Part I is a foreign entity that is not a financial institution (other than an investment entity organized in a possession of the United States). Check box 20b or 20c, whichever applies. b K I further certify that the entity identified in Part I has no substantial U.S. owners, or c K I further certify that the entity identified in Part I has provided a statement including the name, address. and TIN of each substantial U.S. owner of the NFFE (see instructions). 21 Name of sponsoring entity: K I certify that the entity identified in Part I is a direct reporting NFFE that is sponsored by the entity identified in line 21. Form W-8EXP (Rev. 9-2016) DOC ID - 26358443.8 51 EFTA00604518 Form W-SEXP (Rev.9-2016) Page 3 Certification Under penalties of perjury. I declare that I have examined the information on this form and to the best of my knowledge and belief it is true, correct, and complete. I further certify under penalties of perjury that: • The organization for which I am signing is the beneficial owner of the income and other payments to which this form relates. • The beneficial owner is not a U.S. person, • For a beneficial owner that is a controlled entity of a foreign sovereign (other than a central bank of issue wholly owned by a foreign sovereign), the beneficial owner is not engaged in commercial activities within or outside the United States, and • For a beneficial owner that is a central bank of issue wholly owned by a foreign sovereign, the beneficial owner is not engaged in commercial activities within the United States. Furthermore, I authorize this form to be provided to any withholding agent that has control, receipt, or custody of the payments of which I am the beneficial owner or any withholding agent that can disburse or make payments of the amounts of which I am the beneficial owner. Part IV I agree that I will submit a new form within 30 days if any certification made on this form becomes incorrect. Sign 00. Here Signature of authonzed offtial Pdnt name Date (M1A.DD-YYYY) K I certify that I have the capacity to sign for the entity identified on line 1 of this form. Form W-8EXP (Rev. 9.2016) DOC ID - 26358443.8 52 EFTA00604519 F - W-8ECI I iet fetort.ary 2314i Deportment of the Treasury Internal Revenue Service Certificate of Foreign Person% Claim That Income Is Effectively Connected With the Conduct of a Trade or Business in the United States ►Section references are to the Internal Revenue Code. ► Information about Form W-SECI and its separate instructions is at www.irs.govilormweeci. le Give this form to the withholding agent or payer. Do not send to the IRS. OMB No. 1545.1621 Note. Persons submitting this form must file an annual U.S. income tax return to report income claimed to be effectively connected with a U.S. trade or business (see instructions). Do not use this form for: Instead, use Form: • A beneficial owner solely claiming foreign status or treaty benefits W-8BEN or W-8BEN-E • A foreign government, international organization. foreign central bank of issue, foreign tax-exempt organization. foreign private foundation- or government of a U.S. possession claiming the applicability of section(s) 115(2). 501(c). 892. 895. or 1443(b) . . . . W-I3EXP Note. These entities should use Fonn W-8ECI it They received effectively connected income and are not eligible to claim an exemption for chapter 3 or 4 purposes on Form W-BEXP. • A foreign partnerstip or a foreign trust (unless claiming an exemption from U.S. withholding on income effectively connected with the W8BEN-E conduct of a trade or business in the United States) or W-SIMY • A person acting as an intermediary W-SIMY Note. See instructions to additional exceptions. Part I Identification of Beneficial Owner (see instructions.) 1 Name of individual or organization that is the beneficial owner 2 Country of incorporation or organization 3 Name of disregarded entity receiving the payments (if applicable) 4 Type of entity (check the appropriate box): K Individual K Corporation K ParinerShip K Simple trust K Complex trust K Estate K Government K Grantor trust K Central bank of issue K Tax-exempt organization K Private foundation K International organization 5 Permanent residence address (street. apt. or suite no.. or rural route). Do not use a P.O. box or In-care-of address. City or town. stale or province. Include postal code where appropriate. Country 6 Business address in the United States (street. apt. or suite no.. or rural route). Do not use a P.O. box or In-care-of address. City or town, stale, and ZIP code 7 U.S. taxpayer identification number (required—see instructions) K SSN or ITIN K EIN 8 Foreign tax identifying number 9 Reference number(s) (see instructions) 10 Date of birth (MM-DD-YYYY) 11 Specify each item of income that is. or is expected to be, received from the payer that is effectively connected with the conduct of a trade or business in the United States. (attach statement if necessary) Part II Sign Here Certification Under penalties of perjury. I declare that examined the inlormation on tills form and to the best of my knowledge and belief it is true. correct, and complete. I lunher certify under penalties of perjury that: • I am the benelloal owner or I am authorized to sign for the beneficial owner) of all the payments to which this norm relates. • The amounts for wNch this ceniecallon Is proslided are effectively connected with the conduct or a trade or business in the united States. • TM income fa which this form was provided is includible in my gross income (o the benelloal owners gross income) tor the taxable year. and • The beneficial owner Is not a U.S. person. Furthermore. I authorize this form to be provided to any withholding agent mat has control, renew. or custody of the payments of which I am the beneficial owner or any withholding agent ihat can abuse or make payments of the amoLeits or which I am the benebod owner. I agree Ihm I will submit a new form within 30 days If any certification made on this form becomes incorrect. Signature of beneficial owner lot incihndal authorized to sign for the beneficial owner) Print name K I eerily that I have the capacity to sign to the person idenufied on line 1 of this form. Date (Mkt-DD-Yrioe) DOC ID - 26358443.8 53 EFTA00604520 For Paperwork Reduction Act Notice. see separate instructions. Cal. No. 25045D Form W-8ECI (Rev. 2.2014) DOC ID - 26358443.8 54 EFTA00604521 HONEYCOMB VENTURES I LP GENERAL ELIGIBILITY REPRESENTATIONS IV. ACCREDITED INVESTOR STATUS The Investor certifies that the Investor is an "accredited investor" as defined in Regulation D promulgated under the Securities Act because: (Please initial as appropriate) (A) Individuals I. The Investor has an individual net worth; or joint net worth with his or her spouse, in excess Initial of $1,000,000; or Initial 2. The Investor had individual income' (exclusive of any income attributable to his or her spouse) of more than $200,000 in each of the past two years, or joint income with his or her spouse of more than $300,000 in each of those years, and reasonably expects to reach the same income level in the current year. (B) Corporations, Foundations, Endowments, Partnerships or Limited Liability Companies I. The Investor has total assets in excess of $5,000,000 and was not formed for the specific Initial purpose of acquiring the Interests offered; or Initial 2. Each of the Investor's equity owners is an accredited investor as described in this Section IV. The General Partner may request information regarding the basis on which such equity owners are accredited investors. (C) Employee Benefit Plans Initial I. The Investor is an employee benefit plan within the meaning of 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 investment adviser. The name of such plan fiduciary is: ; or 2. The Investor is an employee benefit plan within the meaning of ERISA and has total assets Initial in excess of $5,000,000; or For purposes of this Subscription Agreement. the term "net worth" means the excess of total assets at fair market value. including home furnishings and automobiles, over total liabilities; provided that. (i) the Investor's primary residence shall not be included as an asset. (ii) indebtedness that is secured by the Investor's primary residence, up to the estimated fair market value of the primary residence at the time of the sale of the Interests, shall not be included as a liability (except that if the amount of such indebtedness outstanding at the time of sale of the Interests exceeds the amount outstanding 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 (iii) indebtedness that is secured by the Investor's primary residence in excess of the estimated fair market value of the primary residence at the time of the sale of the Interests shall be included as a liability. For purposes of this Subscription Agreement. the term "individual income means adjusted gross income, as reported for federal income tax purposes, less any income attributable to a spouse or to property owned by a spouse. increased by the following amounts (but not including any amounts attributable to a spouse or to property owned by a spouse): (i) the amount of any tax-exempt interest income under Section 103 of the Internal Revenue Code, received: (ii) the amount of losses claimed as a limited partner in a limited partnership as reported on Schedule E of Form 1040: (iii) any deduction claimed for depletion under Section 611 et seq. of the Internal Revenue Code; (iv) amounts contributed to an Individual Retirement Account (as defined in the Internal Revenue Code) or Keogh retirement plan: (v) alimony paid; and (vi) any elective contributions to a cash or deferred arrangement under Section 401(k) of the Internal Revenue Code. DOC ID - 26358443.8 55 EFTA00604522 HONEYCOMB VENTURES I LP GENERAL ELIGIBILITY REPRESENTATIONS Initial 3. The Investor is a plan 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. (D) Trusts Initial Initial 1. The Investor has total assets in excess of $5,000,000, was not formed for the specific purpose of acquiring the Interests 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; or 2. The trustee or a co-trustee of the Investor is: (a) a bank as 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; (b) acting in a fiduciary capacity; and (c) subscribing for the purchase of the Interests on behalf of the Investor or directing the Investor to purchase the Interests; or 3. The Investor is a revocable trust that may be amended or revoked at any time by the grantors Initial thereof and all of the grantors are accredited investors as described herein. The General Partner may request information regarding the basis on which such grantors are accredited investors. (E) Banks, Savings and Loans and Similar Institutions Initial (F) Initial The Investor is a bank as defined in Section 3(a)(2) of the Securities Act or a savings and loan association, or other institution as defined in Section 3(a)(5)(A) of the Securities Act acting in its individual capacity. Insurance Companies The Investor is an insurance company as defined in Section 2(13) of the Securities Act. DOC ID - 26358443.8 56 EFTA00604523 HONEYCOMB VENTURES I LP GENERAL ELIGIBILITY REPRESENTATIONS V. QUALIFIED PURCHASER STATUS The Investor certifies that the Investor is a "qualified purchaser under the Company Act because: (A) Individuals The Investor is a qualified purchaser because he/she (alone, or together with his/her spouse, Initial if investing jointly) owns not less than $5,000,000 in investments.' (B) "Family" Corporations, Trusts or Other "Family" Entities The Investor: (i) was not formed for the specific purpose of investing in the Partnership; (ii) Initial owns not less than $5,000,000 in investments; and (iii) is owned directly or indirectly by or for: (a) two or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption; (b) spouses of such persons; (c) the estates of such persons; or (d) foundations, Section 501(c)(3) organizations or trusts established by or for the benefit of such persons. (C) Trusts (Other Than Trusts That Qualify under Sections (B) or (D) hereof) The Investor: (i) was not formed for the specific purpose of investing in the Partnership; and Initial (ii) each trustee (or other authorized person) that is authorized and required to make decisions with respect to this investment is a person described in Sections (A), (B) or (D), at the time the decision to purchase Interests is made, and each senior or other person who has contributed assets to the Investor is a person described in Sections (A), (B) or (D) at any time such person contributed assets to the Investor. (D) Other Entities The Investor: (i) was not formed for the specific purpose of investing in the Partnership; and Initial (ii) is an entity, acting for its own account or the accounts of other qualified purchasers, which in the aggregate owns and invests on a discretionary basis, not less than $25,000,000 in investments (as defined above). (E) Entities That Do Not Qualify under (B)-(D) The Investor is a qualified purchaser because each beneficial owner of the Investors securities is a qualified purchaser as described in this Section V. Note: This certification does not apply to beneficiaries of an irrevocable trust. The General Partner may request For these purposes, the teen "investments" means any or all: (i) securities (as defined in the Securities Act), except for securities of issuers controlled by the Investor ("Control Securities"), unless (A) the issuer of the Control Securities is itself a registered or private investment company or is exempted from the definition of investment company by Rule 3a-6 or Rule 3a-7 under the Company Act. (B) the Control Securities represent securities of an issuer that files reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. as amended. (C) the issuer of the Control Securities has a class of securities listed on a designated offshore securities market under Regulation S under the Securities Act, or (D) the issuer of the Control Securities is a private company with shareholders' equity not less than $50 million determined in accordance with generally accepted accounting principles, as reflected in the company's most recent financial statements (provided such financial statements were issued within 16 months of the date of Investor's purchase of an Interest); (ii) futures contracts or options thereon held for investment purposes: (iii) physical commodities held for investment purposes: (iv) swaps and other similar financial contracts entered into for investment purposes: (v) real estate held for investment purposes: and (vi) cash and cash equivalents held for investment purposes. Nose: In determining whether the $5 million or $25 million thresholds are met, investments can be valued at cost or fair market value as of a recent date. If investments have been acquired with indebtedness, the amount of the indebtedness must be deducted in determining whether the threshold has been met. DOC ID - 26358443.8 57 EFTA00604524 HONEYCOMB VENTURES I LP GENERAL ELIGIBILITY REPRESENTATIONS Lritial information regarding she basis on which such beneficial owners are qualified purchasers. DOC ID - 26358443.8 58 EFTA00604525 IIONEYCOMB VENTURES I LP SUBSCRIPTION AGREEMENT SIGNATURE PAGE ALL INVESTORS MUST COMPLETE THIS SECTION. The undersigned: (a) (b) represents and warrants that the undersigned has carefully read and is familiar with this Subscription Agreement and all other Constitutional Documents; represents and warrants that the information contained in this Subscription Agreement (including the Investor Profile Form, which forms part of this Subscription Agreement) is complete and accurate and may be relied upon; and (c) agrees that the execution of this signature page constitutes the execution and receipt of this Subscription Agreement. The undersigned, if it is acting as an agent for a Beneficial Owner, represents and warrants that (x) it understands and acknowledges that it is making each and every one of the representations, covenants and agreements contained in this Subscription Agreement both with respect to itself and with respect to the Beneficial Owner; and (y) if any such representation, covenant or agreement is not made both with respect to itself and the Beneficial Owner, then the undersigned has notified the Partnership in writing. If the Investor is acting as an agent for a Beneficial Owner, the Beneficial Owner also must execute the "Beneficial Owner Signature Page" contained on the next page of this Subscription Agreement. IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement this day of 20 . INDIVIDUALS ENTITIES Signature Print Name of Entity By: Print Name Authorized Signatory Additional Investor Signature Print Name and Title Print Name The Partnership's acceptance of the Investor's subscription will be acknowledged by way of confirmation sent by the General Partner. DOC ID - 26358443.8 59 EFTA00604526 HONEYCOMB VENTURES I LP BENEFICIAL OWNER SIGNATURE PAGE TO BE COMPLETED BY THE BENEFICIAL OWNER IF THE PRECEDING SIGNATURE PAGE WAS EXECUTED BY THE INVESTOR AS AGENT. PLEASE READ THIS SUBSCRIPTION AGREEMENT CAREFULLY BEFORE SIGNING. THIS SUBSCRIPTION AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. The undersigned represents and agrees that: (i) the undersigned has carefully read and is familiar with this Subscription Agreement; (ii) the information contained in this Subscription Agreement (including the Investor Profile Form) is complete and accurate and may be relied upon; (iii) the execution of this signature page constitutes the execution and receipt of this Subscription Agreement; and (iv) the Investor has been authorized (and, if applicable, has been directed) by the duly authorized Beneficial Owner to execute this Subscription Agreement and to bind the Beneficial Owner to the terms of this Subscription Agreement. The undersigned hereby agrees that the Partnership may accept instructions as to the investment from the Investor executing this document on the preceding page, and agrees to release and hold harmless the Partnership in connection with any actions taken based on instructions received therefrom. The undersigned hereby acknowledges that it is making each and every one of the representations, warranties and covenants contained herein with respect to itself. The Partnership's acceptance of the Investor's subscription and the Manager's agreement to its representations and obligations hereunder will be acknowledged by way of a confirmation to be sent by the General Partner. If you do not receive this confirmation, you must contact the General Partner to obtain such confirmation, otherwise your subscription may not have been accepted. IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement this day of 20 . INDIVIDUALS ENTITIES Signature Print Name of Entity By: Print Name and Title Authorized Signatory Additional Investor Signature Print Name and Title Print Name and Title DOC ID - 26358443.8 60 EFTA00604527 HONEYCOMB VENTURES I LP LIMITED PARTNERSHIP AGREEMENT SIGNATURE PAGE ALL INVESTORS MUST COMPLETE THIS SECTION. By its signature below, the undersigned agrees that effective as of the date of its admission to Honeycomb Ventures I LP (the "Partnership") as a limited partner of the Partnership, it shall (i) be bound by each and every term and provision of the Limited Partnership Agreement of the Partnership in effect as of the date hereof, as the same may be amended from time to time (the "Partnership Agreement"), and (ii) become and be a party to said Partnership Agreement. INDIVIDUALS ENTMES Signature Print Name of Entity By: Print Name Authorized Signature Additional Investor Signature Print Name and Title Print Name DOC ID - 26358443.8 61 EFTA00604528 HONEYCOMB VENTURES I LP NOTARIZATION ACKNOWLEDGMENT ACKNOWLEDGMENT STATE OF COUNTY OF ) ss: On this day of 20 before me personally appeared to me known and known to me to be the individual who executed the foregoing Limited Partnership Agreement Signature Page in the capacity therein indicated, who acknowledged that he or she, being authorized to do so, executed the foregoing instrument for the purposes therein contained and in the capacity therein indicated as his or her own free act and deed. Notary Public My Commission Expires: DOC ID - 26358443.8 62 EFTA00604529 EXHIBIT A FORM OF INCUMBENCY CERTIFICATE The undersigned, being the of Insert Title Insert Name of Entity a organized under the laws of Insert Type of Emily Insert Jurisdiction of Organization (the "Company"), certifies on behalf of the Company that the persons named below are directors and/or officers of the Company and that the signature at the right of said name, respectively, is the genuine signature of said person and that the persons listed below are each an authorized signatory for the Company. Name Title Signature IN WITNESS WHEREOF, the undersigned has hereunto set his hand as of the day of 20 . Name: Print Name of Signatory #1 Title: Print Title of Signatory #1 THE UNDERSIGNED, a duly authorized Insert Name of Signatory #2 Insert Title of the Company, certifies that is a duly authorized Insert Name of Signatory #1 officer of and that the signature set forth above is rhisIher] true and Insert Name of Company correct signature. IN WITNESS WHEREOF, the undersigned has executed this certificate as of the day of 20 . Name: Print Name of Signatory #2 Title: Print Title of Signatory #2 DOC ID - 26358443.8 A-I EFTA00604530 EXHIBIT B AML CERTIFICATION FORM FOR FUND OF FUNDS OR ENTITIES THAT INVEST ON BEHALF OF THIRD PARTIES THAT ARE NOT LOCATED IN AN APPROVED FATF COUNTRY The undersigned, being the of Insert Title Insert Name of Entity a organized under the laws of Insert Type of Entity Insert Jurisdiction of Organization (the "Company"), certifies on behalf of the Company that it is aware of applicable anti-money laundering laws and regulations, including the requirements of the USA PATRIOT Act of 2001 and the regulations administered by the U.S. Department of Treasury's Office of Foreign Assets Control (collectively, the "anti- money laundering/OFAC laws"). The Company has anti-money laundering policies and procedures in place reasonably designed to verify the identity of its [beneficial holders] [underlying investors] and their sources of funds. Such policies and procedures are properly enforced and are consistent with the anti-money laundering/OFAC laws such that [Insert Name of Fund] (the "Fund") may rely on this Certification. The Company represents and warrants to the Fund that, to the best of its knowledge, the Company's [beneficial holders] [underlying investors] are not individuals, entities or countries that may subject the Fund to criminal or civil violations of any anti-money laundering/OFAC laws. The Company has read the section entitled "Anti-Money Laundering Representations and Covenants of the Investor" in the Fund's Subscription Agreement. The Company has taken all reasonable steps to ensure that its [beneficial holders] [underlying investors] are able to certify to such representations and warranties. The Company agrees to promptly notify the Fund in writing should the Company have any questions relating to any of the investors or become aware of any changes in the representations and warranties set forth in this Certification. Date: 20 By: Name: Title: DOC ID - 26358443.8 B-1 EFTA00604531 EXHIBIT C FORM LETTER OF REFERENCE [LETTERHEAD OF LOCAL OFFICE OF APPROVED FATF COUNTRY MEMBER BANKING INSTITUTION OR BROKERAGE FIRM] Date: 20 Honeycomb Ventures I LP do Honeycomb Advisors. LLC To whom it may concern: the of Name Title Name of Institution certify that has maintained an account at our institution for Name of Investor Insert Period years and, during this period, nothing has occurred that would give our institution cause to be concerned regarding the integrity of Name of Investor questions. Do not hesitate to contact me at if you have any further Insert Telephone No. Very truly yours, Name: Title: DOC ID - 26358443.8 C-1 EFTA00604532 EXHIBIT D BENEFICIAL OWNERSHIP INFORMATION To Be Completed By Entity Investors That Are Privately Held Entities Instructions: Please complete and return this Exhibit D and provide the name of every person who is directly, or indirectly through intermediaries, the beneficial owner of 25% or more of any voting or non-voting class of equity interests of the Investor. If the intermediary's shareholders or partners are not individuals, continue up the chain of ownership listing their 25% or more equity interest holders until individuals are listed. If there are no 2S% beneficial owners, please write None. Full Name If shareholder or partner is an Individual, Insert Name and Address of Principal Employer and Position Citizenship (for Individuals) or Principal Place of Business (for Entities) DOC ID - 26358443.8 D-1 EFTA00604533 EXHIBIT E TRUST OWNERSHIP INFORMATION To Be Completed By Entity Investors That Are Trusts Instructions: Please complete and return this Exhibit E and provide the name of: (i) every current beneficiary that has, directly or indirectly, an interest of 25% or more in the trust; (ii) every person who contributed assets to the trust (settlors or grantors); and (iii) every trustee. If there are intermediaries that are not individuals, continue up the chain of ownership listing their 25% or more equity interest holders until individuals are listed. Full Name and Address Status (Beneficiary/Settlor/ Trustee) Citizenship (for Individuals) or Principal Place of Business (for Entities) DOC ID - 26358443.8 F-1 EFTA00604534 EXHIBIT F PRIVACY NOTICE Your privacy is very important to us. This notice (this "Privacy Notice") is provided by Honeycomb Management LP, the investment manager of Honeycomb Ventures I LP (the "Partnership"), on behalf of the Partnership, and sets forth the policies of the Partnership with respect to the collection, sharing and protection of non-public personal information of the Partnership's investors, prospective investors and former investors. These policies apply to individuals only and may be changed at any time, provided a notice of such change is given to you. Please read this Privacy Notice carefully to understand what we do. We collect personal information, such as your address, social security number, assets, transaction and/or income information, for example, when you: (i) provide it to us in the Subscription Agreement and related documents; (ii) provide it to us in correspondence and conversations with the Partnership's representatives; or (iii) make transactions with the Partnership, such as when you purchase securities from us, tell us where to send money or make a wire transfer. We also may collect your personal information from other sources, such as affiliates. We may disclose information about our investors, prospective investors or former investors to affiliates (Le., financial and non-financial companies related by common ownership or control) or non-affiliates (i.e., financial or non-financial companies not related by common ownership or control) for our everyday business purposes, such as to process your transactions, maintain your account(s), manage or facilitate Partnership investments or respond to court orders and legal investigations. Thus, for example, it may be necessary, under anti-money laundering and similar laws, to disclose information about the Partnership's investors in order to accept subscriptions from them. We will also release information about you if you direct us to do so. We do not share your information with non- affiliates for them to market to you. We may disclose your information for our own marketing purposes, such as to offer our products and services to you. We may also disclose information about your transactions and experiences with us to our affiliates for their everyday business purposes. You cannot limit these types of sharing. We may also share information with our affiliates to market to you. You may prevent this type of sharing by calling us at (646) 883-1105. If you are a new investor, we can begin sharing your information 30 days from the date we sent this Privacy Notice. When you are no longer our investor, we may continue to share your information as described in this Privacy Notice. However, you may contact us at any time to discuss limiting our sharing. If you limit sharing for an account you hold jointly with someone else, your choices will apply to everyone on your account. State laws may give you additional rights to limit sharing. To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings. If you have any questions about this Privacy Notice, call (646) 883-1105. DOC ID - 26358443.8 F-1 EFTA00604535