EFTA00617709.pdf

SUBSCRIPTION BOOKLET FOR BIOSYS CAPITAL PARTNERS, LP, A DELAWARE LIMITED PARTNERSHIP This Subscription Booklet contains a Subscription Agreement and other investor documents for use only in connection with the private offering of limited partnership interests in Biosys Capital Partners, LP set forth in the confidential private placement memorandum previously received by investor. Nothing in this Subscription Booklet constitutes or shall be deemed to constitute an offer to sell or the solicitation of an offer to purchase securities. Such an offer may be made only by means of other appropriate documentation and only to the person to whom such documentation is actually delivered by the General Partner of Biosys Capital Partners, LP. DRAFT - Jeffery Epstein BIOSYS CAPITAL PARTNERS, LPI Confidential Private Placement Memorandum i Subscription Booklet DAL:0105560100001:2318591v2 EFTA00617709 BIOSYS CAPITAL PARTNERS, LP SUBSCRIPTION INSTRUCTIONS An investor desiring to subscribe for limited partnership interests ("LP Interests") in Biosys Capital Partners, LP (the "Partnership") should do the following: 1. Complete, date and sign an Investor Questionnaire in the attached form. 2. Complete, date and sign a Subscription Agreement in the attached form. Please note that if an investor desires to subscribe as an individual and such subscriber is married or if such investor has a joint investor for this investment, the spouse or joint investor, as applicable, should also complete, sign and date the Subscription Agreement in the spaces provided as a joint investor. 3. Complete, date and sign the Counterpart Signature Page to the Limited Partnership Agreement in the attached form. 4. Complete, date and sign the Spousal Consent to the Limited Partnership Agreement in the attached form, if applicable. 5. Complete, date and sign Annex I- Disclosure and Acknowledgment Form for ERISA Plans in the attached form, if applicable. 6. Complete, date and sign the Form W-9 in the attached form. 7. Send the completed, dated and signed Investor Questionnaire, Subscription Agreement, Counterpart Signature Page to the Limited Partnership Agreement, Spousal Consent, Annex I - Disclosure and Acknowledgment Form for ERISA Plans, as applicable, and Form W-9 via facsimile or courier to: Biosys Capital Partners, LP 1107 1st Avenue, Apt. 1305 Seattle, WA 98101 Facsimile No. THE COMPLETED SUBSCRIPTION BOOKLET IS REQUIRED TO BE COMPLETED AND RETURNED IN ITS ENTIRETY. UPON ACCEPTANCE BY THE PARTNERSHIP'S GENERAL PARTNER OF YOUR SUBSCRIPTION AND YOUR ADMISSION AS A LIMITED PARTNER OF BIOSYS CAPITAL PARTNERS, LP, YOU WILL BE SENT COPIES OF ALL EXECUTED DOCUMENTS. IF AT ANY TIME YOU HAVE ANY QUESTIONS CONCERNING THE PROCEDURES TO BE FOLLOWED IN SUBSCRIBING FOR THE LP INTERESTS IN BIOSYS CAPITAL PARTNERS, LP, THIS SUBSCRIPTION BOOKLET, OR ANY ASPECT OF THE OFFERING OF THE LP INTERESTS, PLEASE DO NOT HESITATE TO CONTACT [BORIS NIKOLIC AT (425) 503-9166] BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement McmorritRIAtriiptionieehab ry Epstein DAL:0105560/00001:2318591v2 EFTA00617710 INVESTOR QUESTIONNAIRE DR(okfT - Ileffpry Epstein BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorandum Su scription atena s DAL:0105560/00001:2318591v2 EFTA00617711 BIOSYS CAPITAL PARTNERS, LP INVESTOR QUESTIONNAIRE ALL INFORMATION FURNISHED IS FOR THE SOLE USE OF BIOSYS CAPITAL PARTNERS, LP (THE "PARTNERSHIP"), ITS SUBSIDIARIES AND AFFILIATES AND ITS COUNSEL AND WILL BE HELD IN CONFIDENCE BY SUCH PARTIES, EXCEPT THAT THIS QUESTIONNAIRE MAY BE FURNISHED TO SUCH PARTIES AS SUCH PARTIES DEEM NECESSARY TO ESTABLISH COMPLIANCE WITH FEDERAL OR STATE SECURITIES LAWS OR IN CONNECTION WITH COMPLIANCE WITH ANY OTHER APPLICABLE LAW, RULE OR REGULATION (INCLUDING, WITHOUT LIMITATION, ANTI-MONEY LAUNDERING LAWS, RULES AND REGULATIONS). The LP Interests in Biosys Capital Partners, LP (the "LP Interests") are not registered under the Securities Act of 1933, as amended (the "Act"), or under the securities laws of any state. The LP Interests are being offered in reliance upon certain exemptions from registration provided by the Act and such state securities laws. To obtain the facts needed to determine whether the Partnership may accept an investor's investment, it is necessary for the investor (the "Subscriber") to complete this Questionnaire. Please answer all questions. Write "N/A" if not applicable. A. PLEASE PROVIDE THE FOLLOWING INFORMATION. 1. (a) Name of the Subscriber: (b) If the Subscriber is a corporation, partnership, limited liability company, trust or other entity, state the name(s) of the individual(s) making the investment decision on behalf of the entity: (c) The Subscriber's residence address (or principal office address if the Subscriber is an entity): 2. The Subscriber's telephone number: ( ) 3. The Subscriber's taxpayer identification/social security number: 4. Date of the Subscriber's birth, organization, formation or incorporation: 5. E-mail address: If the Subscriber is an investment entity (such as an investment pool organized as a limited partnership, limited liability company, corporation or other entity): (a) Has the Subscriber established and does it apply anti-money laundering practices and procedures that comply with all applicable laws, rules and regulations? Yes No (b) Is any director, officer, manager, member, partner, shareholder or other beneficial owner of the Subscriber (i) a person, entity or other organization that is included on any so-called "watch list" maintained by any governmental agency of the U.S. (including, but not limited to, the U.S. Central Intelligence Agency, the U.S. Department of the Treasury, the U.S. Federal Bureau of Investigation, the IRS, the U.S. Office of Foreign Assets Control and the SEC) or (ii) a senior foreign political R(kfT Offery Epstein BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorandum Su scription atena s DAL:0105560/00001:2318591v2 EFTA00617712 figure,' an immediate family member of a senior foreign political figures or a close associate of a senior foreign political figure? 3 Yes No 6. Is the Subscriber an officer, director, general partner, employee or agent of a member of the National Association of Securities Dealers, Inc. or any other broker/dealer, a person associated with such a member or other broker/dealer, or a member of the immediate family of any such person? Yes o No o If yes, specify relationship or affiliation: 7. Is the Subscriber a senior foreign political figure, an immediate family member of a senior foreign political figure or a close associate of a senior foreign political figure? Yes o No o If yes, specify relationship or affiliation: B. IF THE SUBSCRIBER IS AN "ACCREDITED INVESTOR" AS THAT TERM IS DEFINED IN REGULATION D UNDER THE ACT, AND UNDER OTHER APPLICABLE SECURITIES LAWS AND REGULATIONS, PLEASE INDICATE BY INITIALING BELOW WHICH OF THE FOLLOWING CATEGORIES ARE APPLICABLE TO THE SUBSCRIBER. The Subscriber is and, at the time of the issuance of LP Interests to the Subscriber, shall be: 1. o A natural person whose individual net worth, or joint net worth with that person's spouse, at the time of such person's purchase exceeds $1,000,000, excluding the value of their primary residence. 2. o A natural person who had an individual income' (not including that of such person's spouse) in excess of $200,000 in the two preceding calendar years, or joint income with his or her spouse in excess of $300,000 in each of those years, and who reasonably expects the same level of income in the current calendar year. 3. o A trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a person who has A "senior foreign political figure" is a senior official in the executive, legislative, administrative, military or judicial branch of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. A "senior foreign political figure" also includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. 2 The "immediate family of a senior foreign political figure" typically includes the figure's parents, siblings, spouse, children and in-laws. 3 A "close associate of a senior foreign political figure" is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure. • Please note that "income" does not necessarily refer simply to gross income or total revenues. For instance, under certain circumstances, operating expenses or costs of revenues should be deducted from total income. Income for a particular year may be calculated by adding to adjusted gross income as calculated for federal income tax purposes any deduction for depletion allowance, any exclusion for tax exempt interest and any losses of an entity taxed as a - Offe ry Epstein BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement MemorandumDR (Subscription atena s DAL:0105560/00001:2318591v2 EFTA00617713 such knowledge and experience in business and financial matters that such person is capable of evaluating the risks and merits of the prospective investment. 4. o An entity in which all of the equity owners are "accredited investors" as such term is defined in Rule 501(a) of Regulation D promulgated under the Act. (If this item is checked, then each equity owner of the Subscriber must complete this Questionnaire.) 5. o A trust that may be amended or revoked by its grantors, all of whom are accredited investors. 6. o A bank as defined in Section 3(aX2) of the Act, or a savings and loan association or other institution as defined in Section 3(a)(5XA) of the Act, whether acting in its individual or fiduciary capacity. 7. o A broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended. An insurance company as defined in Section 2(13) of the Act. 9. o An investment company registered under the Investment Company Act of 1940, as amended (the "ICA"); 10. o A business development company as defined in Section 2(aX48) of the ICA. II. o A Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended. 12. o Any 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 if such plan has total assets in excess of $5,000,000. 13. o An employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), if (a) the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, that is either a bank, savings and loan association, insurance company, or registered investment adviser, (b) the employee benefit plan has total assets in excess of $5,000,000, or (c) the employee benefit plan is self-directed, with investment decisions made solely by persons that are accredited investors. (NOTE: If an ERISA Plan, the Disclosure and Acknowledgment form for Qualified Plans set forth in Annex I hereto must also be completed.) 14. o A private business development company as defined in Section 202(aX22) of the Investment Advisers Act of 1940, as amended. 15. o A tax-exempt organization described in Section 501(cX3) of the Internal Revenue Code, as amended (the "Code'), corporation, Massachusetts or similar business trust, limited liability company or partnership, not formed for the specific purpose of acquiring the securities offered with total assets in excess of $5,000,000. 16. o None of the above. partnership allocated to the Subscriber. Please also note that prospective Subscribers are not to construe this paragraph or any of the other contents of this Subscription Agreement as legal, tax or investment advice. Each prospective Subscriber should consult such Subscriber's own legal counsel, accountant or investment adviser as to legal, tax and related matters concerning such Subscriber's purchase of any LP Interests. DI T Offp ry Epstein BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorandum Subscription atena s DAL:0105560/00001:2318591v2 EFTA00617714 C. "QUALIFIED PURCHASER" IF THE SUBSCRIBER IS A "QUALIFIED PURCHASER" AS THAT TERM IS DEFINED UNDER ICA SECTION 3(C)(7), PLEASE INDICATE BY INITIALING BELOW WHICH OF THE FOLLOWING CATEGORIES ARE APPLICABLE TO THE SUBSCRIBER. The Subscriber is and, at the time of the issuance of LP Interests to the Subscriber, shall be: (I) A natural person (including any person who holds a joint, community property or other similar shared ownership interest with that person's qualified purchaser spouse) who owns at least $5,000,000 in "investments" (as defined below). (2) A company that owns at least $5,000,000 in "investments" (as defined below) and that is owned directly or indirectly by or for two or more natural persons who are related as siblings or spouse (including former spouses), or direct lineal descendants by birth or adoption, spouses of such persons, the estates of such persons, or foundations, charitable organizations or trusts established by or for the benefit of such persons (a "Family Company"). A trust that is not covered by clause (2) above and that was not formed for the specific purpose of investing in the Partnership, as to which the trustee or other person authorized to make decisions with respect to the trust, and each settlor or other person who has contributed assets to the trust, is a person described in clause (1) or (2) above or clause (4) below. (4) A natural person or a company, acting for its own account or for the accounts of other qualified purchasers, that owns and invests on a discretionary basis an aggregate of at least $25,000,000 in "investments" (as defined below). If such company is a "Purchasing Fund" (as defined below), each of its "Beneficial Owners" (as defined below) that is required to do so (see below) has consented to its treatment as a qualified purchaser. (check if applicable) If such company was formed for the specific purpose of investing in the securities of a company excluded from the definition of investment company under ICA section 3(cX7), each of its beneficial owners is a qualified purchaser. (check if applicable) A corporation, partnership, trust, fund, association or other entity, each of the beneficial owners of which is a qualified purchaser. (6) A "QIB" (as defined below). Please supply supporting documentation. (7) A participant-directed employee benefit plan (such as an IRA or a self-directed 401(k) or Keogh plan), each of the participants in which is a qualified purchaser. The following is a brief summary of the definitions and related rules that are required to complete this section of the Questionnaire. The Subscriber should consult with the Subscriber's counsel or the General Partner regarding any questions the Subscriber may have regarding these issues. "Investments" are defined to include the following: Securities other than securities of an issuer that controls, is controlled by or is under common control with the Subscriber, unless the issuer is (a) a public company (defined as a company that files reports pursuant to Securities Exchange Act of 1934, as amended, Section 13 or 15(d) or has a class of securities that are listed on a "designated offshore securities market" as defined by Regulation S under the 1933 Act), (b) an investment vehicle (defined as an investment company as defined by the ICA, a company excluded from the definition of investment company under any of ICA sections 3(c)( I ) through 3(cX9) and rules 3a-6 and 3a-7 under the ICA, or a commodity pool) or (c) a company with shareholders' equity of at least $50 million. (3) (5) DlykfT - ,effery Epstein BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorandum Su scription matenats - DAL:010SS60/00001:2318591v2 EFTA00617715 Real estate held for investment purposes, meaning not used by the Subscriber or a related person for personal purposes, or as a place of business or in connection with the conduct of a trade or business of the Subscriber or a related person (a related person being a sibling, spouse, former spouse or direct lineal descendent or ancestor by birth or adoption of the Subscriber or a spouse of such descendent or ancestor). Residential real estate may be deemed held for investment if deductions with respect to the property are allowed by Code section 280A. Real estate owned by the Subscriber may be deemed to be held for investment purposes if the Subscriber is engaged primarily in the business of investing, trading or developing real estate. Commodity interests held for investment purposes, including commodity futures contracts, options on commodity futures contracts, and options on physical commodities traded on or subject to the rules of a contract market designated for trading such transactions under the federal Commodity Exchange Act and the rules thereunder or a board of trade or exchange outside the United States as contemplated in Part 30 of the rules under the Commodity Exchange Act. Commodity interests owned or financial contracts entered into by the Subscriber may be deemed to be held for investment purposes if the Subscriber is engaged primarily in the business of investing, reinvesting or trading in commodity interests, physical commodities or financial contracts. Physical commodities held for investment purposes, including any commodity held in physical form with respect to which a commodity interest is traded in a market described in the preceding paragraph. Physical commodities owned by the Subscriber may be deemed to be held for investment purposes if the Subscriber is engaged primarily in the business of investing, reinvesting or trading in commodity interests, physical commodities or financial contracts. Financial contracts (as defined in ICA section 3(c)(2XBXii)) entered into for investment purposes, such as swaps and repurchase agreements. Such financial contracts entered into by the Subscriber may be deemed to be held for investment purposes if the Subscriber is engaged primarily in the business of investing, reinvesting or trading in financial contracts. Cash and cash equivalents (including foreign currencies) held for investment purposes, including bank deposits, certificates of deposit, bankers acceptances and similar bank instruments held for investment purposes, and the net cash surrender value of insurance policies. Valuation The value of an investment is its cost or its fair market value on the most recent practicable date, which may in the absence of recent market trading be determined by an appraisal by an independent third party. The value of a commodity interest is the value of the initial margin or option premium deposited in connection with such commodity interest. Deductions The aggregate value of the Subscriber's investments is reduced by the amount of any outstanding indebtedness incurred to acquire or for the purpose of acquiring the Subscriber's investments. If the Subscriber is a Family Company, any outstanding indebtedness incurred by an owner of the Family Company to acquire the Family Company's investments must also be deducted. Joint Investments A Subscriber who is a natural person may include in the amount of the Subscriber's investments any investments held jointly with the Subscriber's spouse, or investments in which the Subscriber shares with the Subscriber's spouse a community property or similar shared ownership interest. If spouses make a joint investment in the Partnership, each spouse may include in the amount of that spouse's investments any investments owned by the other spouse, whether or not such investments are held jointly. In either case, there must be deducted the indebtedness described in the preceding paragraph of each spouse. Pension and Retirement Plans R(kfT - .leffe Epstein BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorandum Su sorption materials ry DAL:0105560/00001:2318591v2 EFTA00617716 A Subscriber who is a natural person may include in the amount of the Subscriber's investments any investments held in an individual retirement account or similar account, such as a 401(k) plan, for the benefit of the Subscriber, if the Subscriber directs the investments of that account. This would be true if the Subscriber selects from several investment options for the account, even if the plan's trustee or sponsor selects the range of options from which the Subscriber can choose. A participant-directed defined contribution plan cannot be a qualified purchaser unless all participants are qualified purchasers. A defined benefit or other retirement plan that owns $25,000,000 of investments and does not permit participants to decide whether or how much to invest in particular investment alternatives, however, may itself be a qualified purchaser. Other Forms of Holding Investments If an entity that holds investments is the "alter ego" of the Subscriber, such as an entity that is wholly owned by the Subscriber, and the Subscriber makes all the decisions with respect to the investments by that entity, the investments held by such entity may be attributed to the Subscriber. Investments Held by Affiliated Entities If the Subscriber is a company, it may include in determining its investments, the investments owned by the Subscriber's majority-owned subsidiaries and investments owned by a parent company of which the Subscriber is a majority-owned subsidiary, or by a majority-owned subsidiary of the Subscriber and other majority-owned subsidiaries of that parent company. QIBs A Subscriber that is reasonably believed by the Partnership to be a "qualified institutional buyer" ("Q113"), as defined in Rule 144A under the 1933 Act, may be a qualified purchaser, if (a) it is (i) an institution that owns and invests on a discretionary basis $100,000,000 of securities of issuers unaffiliated with it ("QIB Securities"). (ii) a bank that meets such $100,000,000 test and that has an audited net worth of at least $25,000,000, or (iii) a registered dealer that owns and invests on a discretionary basis $25,000,000 of QIB Securities, and (b) it is acting for its own account, the account of another QIB or the account of a qualified purchaser. A QIB that is a self-directed employee benefit plan, such as a 401(k) plan, will not be deemed to be "acting for its own account" if investment decisions with respect to the plan are made by the beneficiaries of the plan, except with respect to investment decisions made solely by the fiduciary, trustee or sponsor of the plan. The investment decision must be made by a qualified purchaser. Funds of Funds that Desire to Become Qualified Purchasers A company excluded from the definition of investment company under ICA section 3(c)(I ) (a "3(c X I) Fund") or 3(c)(7) (a "3(cX7) Fund") that desires to become a qualified purchaser ("Purchasing Fund") must obtain the consent of its Beneficial Owners (defined below) that acquired interests in the Purchasing Fund on or before April 30, 1996. The pre-April 30, 1996, Beneficial Owners of any 3(c)(I) Fund or 3(cX7) Fund that directly or indirectly owns any of the securities of the Purchasing Fund ("Owning Fund") must also consent to the treatment of the Purchasing Fund as a qualified purchaser in certain circumstances. "Beneficial Owners" in most cases means the investors in the Purchasing Fund. A Family Company or trust must obtain unanimous consent of all trustees, directors or general partners. The security holders of an Owning Fund must consent only if the following conditions apply: (I) The Owning Fund is an investment company or a privately offered securities investment pool (such as a fund of hinds or a hedge fund); (2) On April 30, 1996, the Owning Fund owned ten percent or more of the Purchasing Fund's limited partner interests; On April 30, 1996, the Owning Fund had more than ten percent of its total assets invested in privately offered securities investment pools (such as hedge funds), including the Purchasing Fund; and (3) DR(kri - Offpry Epstein BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorandum Su scnption atena s DAL:0105560/00001:2318591v2 EFTA00617717 (4) The Owning Fund controls, is controlled by, or is under common control with, either the Purchasing Fund or the 3(c)(7) Fund in which the Purchasing Fund desires to invest (the "Target Fund"). An Owning Fund is not deemed to own indirectly the securities of the Purchasing Fund unless there is a control relationship between the Owning Fund and either the Purchasing Fund or the Target Fund. The beneficial owners of any 3(c)(I) Fund or 3(cX7) Fund that owns the securities of the Owning Fund need not consent, and would not be deemed Beneficial Owners of the Purchasing Fund, unless there is a control relationship between the Owning Fund and either the Purchasing Fund or the Target Fund. A Purchasing Fund may obtain a general consent with respect to a transaction in which it will be a qualified purchaser, except that a specific consent is required if there is a control relationship between the Purchasing Fund or certain of its beneficial owners and the Target Fund. D. THE FOLLOWING INFORMATION IS TO BE PROVIDED BY SUBSCRIBERS WHO ARE INDIVIDUALS AND, WITH RESPECT TO SUBSCRIBERS THAT ARE CORPORATIONS, PARTNERSHIPS, LIMITED LIABILITY COMPANIES, TRUSTS OR OTHER ENTITIES, INCLUDING EMPLOYEE BENEFIT PLANS, BY THE PERSON MAKING THE INVESTMENT DECISION ON BEHALF OF SUCH SUBSCRIBERS. 1. Are you aware of the fact that you have the opportunity to question a representative of the Partnership about this investment, the Partnership, the Partnership's operations and the Partnership's methods of doing business? Yes o No o 2. (a) Do you understand the merits and risks associated with investments in securities? Yes o No o (b) Do you understand the merits and risks associated with an investment in the Partnership? Yes o No 0 3. Do you understand that there is no guarantee of any financial return on this investment and that you are at risk of losing your entire investment? Yes o No o 4. Can you afford a complete loss of your investment in the Partnership? Yes o No o 5. Do you understand that this investment is illiquid? Yes o No o 6. Do you understand that you may purchase LP Interests for investment only, and not with a view to the sale or other direct or indirect distribution thereof? Yes 0 No 0 7. Have you received, read and understood the information about the Partnership that the Partnership made available, including, without limitation, the Confidential Private Placement Memorandum (together with all documents referenced therein or provided therewith)? Yes o No o E. REPRESENTATION OF RESIDENCE (FOR INDIVIDUAL SUBSCRIBERS ONLY). DR/WI Offery Epstein BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorandum Su scription atena s DAL:0105560/00001:2318591v2 EFTA00617718 To verify the residence of the Subscriber and to obtain a written representation from the Subscriber as to the Subscriber's legal residence please complete the following: (a) I am a bona fide resident of the State of and have been for years. (b) Please check one: ▪ I do not maintain any residence at a location other than that indicated above in Item A.l(c). o I do maintain one or more residences at a location other than that indicated above in Item A . I (c). Where? (c) I have filed a State of Income Tax Return as an in-state resident for the last years. (d) I am registered to vote in City County State (e) In which state, if any, do you hold a valid driver's license? State: Driver's License Number: (kT - Off BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement MemorandumDR Sufcnption atena se ry Epstein DAL:0105560/00001:2318591v2 EFTA00617719 F. SUPPLEMENTAL QUESTIONS FOR ENTITIES This section should be completed for any Subscriber that is an entity, such as a corporation, limited liability company, partnership, trust, etc. To ensure that LP Interests will be sold in compliance with Section 3(c)(7), if applicable, of the ICA, please answer the following questions: 1. Was the Subscriber formed or recapitalized° for the specific purpose of acquiring the LP Interests? Yes o No o 2. Do the Subscriber's stockholders, partners, members of other beneficial owners have individual discretion as to their participation or non participation in the LP Interests and have individual discretion as to their participation or non-participation in particular investments made by the Partnership? Yes o No o 3. Does the Subscriber's investment in the Partnership or any other single entity which is excluded from the definition of "investment company" solely by reason of Section 3(c)( I ) or Section 3(cX7) of the ICA constitute more than 40% of the Subscriber's committed capitals? Yes o No o 4. Is the Subscriber an investment company registered under the ICA or an investment company which is not registered under the ICA in reliance on Section 3(c)( I) or Section 3(cX7) thereof? Yes o No o ° For purposes of this Investor Questionnaire, "recapitalization" shall include new investments made in the Subscriber solely for the purpose of financing its acquisition of the LP Interests and not made pursuant to a prior financing commitment. s For purposes of this Investor Questionnaire, "committed capital" includes all amounts that have been contributed to the Subscriber by its shareholders, partners, members or other equity holders plus all amounts that such persons remain obligated to contribute to the Subscriber. DRekfT - Offpry Epstein BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorandum Su scnption atena s DAL:0105560/00001:2318591v2 EFTA00617720 SIGNATURE The Subscriber hereby represents to the Partnership that (a) the information contained herein is complete and accurate and may be relied upon by the Partnership, (b) the Subscriber shall notify the Partnership in writing immediately of any change in any of the information contained herein at any time in the future, (c) the Subscriber has received or had access to all material information enabling the Subscriber to make an informed investment decision and (d) that all information requested has been furnished to the Subscriber. (signature) (signature) Name of the Subscriber (please print): Name of the Joint Subscriber/Spouse (please print): If not an individual, provide name of entity and name and title of signatory: Entity Name: By: Title: Executed at (City) (State) on this day of ,201 . NOTE: This form is not intended as an offer to purchase or sell by the Subscriber, the Partnership or the Partnership's General Partner. Offers are made and investments are accepted only after written acceptance of a Subscription Agreement by the Partnership's General Partner. ekT Offe ry Epstein BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorandum Sufcnption atena s DAL:0105560/00001:2318591v2 EFTA00617721 SUBSCRIPTION AGREEMENT ekT - ,), ry Epstein BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement MemorandumDR Suf e cnption was ma s DAL:0105560/00001:2318591v2 EFTA00617722 SUBSCRIPTION AGREEMENT BIOSYS CAPITAL PARTNERS, LP Attention: [Boris Nikotic/Hayes Nuss] As set forth in the Confidential Private Placement Memorandum previously received and reviewed by the undersigned (the "Memorandum"), Biosys Capital Partners, LP, a Delaware limited partnership (the "Partnership"), has informed the undersigned (the "Subscriber") that the Partnership is conducting a private offering of limited partnership interests in the Partnership (the "LP Interests") to select investors. The Partnership has also informed the Subscriber that the Subscriber's investment in the Partnership will be governed by the terms and conditions of that certain Agreement of Limited Partnership of Biosys Capital Partners, LP (the "Limited Partnership Agreement") dated as of r 1, 2014 (receipt and review of which are hereby acknowledged) and this Subscription Agreement. Unless othenvise indicated, capitalized terms used herein shall have the meanings given to them in the Memorandum. The Subscriber desires to make an investment in the Partnership by purchasing LP Interests and is delivering this Subscription Agreement (this "Subscription Agreement") to confirm to the Partnership the Subscriber's agreement with the terms for purchasing LP Interests and certain other mailers. I. Subscription. The Subscriber hereby irrevocably subscribes for the dollar amount of LP Interests for the aggregate Capital Commitment (as defined in the Limited Partnership Agreement) specified on the signature page hereto. Contemporaneously with the execution and delivery of this Subscription Agreement, the Subscriber has delivered to the Partnership such portion of the Subscriber's Capital Commitment by check or wire transfer of funds that has been called by the Partnership as set forth in written instructions provided by the Partnership to Subscriber. 2. Aereements and Understandines of the Subscriber. The Subscriber hereby acknowledges, understands and agrees that: (a) The subscription for the LP Interests is irrevocable and that the Partnership has the right, in its absolute discretion, to accept or reject this subscription in whole or in part. LP Interests will not be deemed to be sold or issued to, or owned by, Subscriber until the Subscriber is admitted as a Limited Partner. (b) No representation or promise has been made concerning the marketability or value of the LP Interests. Because the LP Interests have not been registered under the Securities Act of 1933, as amended (the "Act"), or under applicable state securities laws, the economic risks of investment in the LP Interests must be borne indefinitely by the Subscriber. The LP Interests may not be sold, transferred, pledged, or otherwise disposed of in the absence of an effective registration statement covering the LP Interests under the Act and applicable state securities laws, or unless an exemption from such registration is available. In addition, the Limited Partnership Agreement restricts the transfer and assignment of LP Interests. (c) No federal or state agency has passed upon the LP Interests or made any finding or determination as to the fairness or merits of investment in the LP Interests nor any recommendation or endorsement of the LP Interests. (d) The information provided by the Partnership to the Subscriber regarding the offering is confidential. The Subscriber agrees that all such information shall be kept in confidence; provided, however, that this obligation shall not apply to any such information that (i) is public knowledge and readily accessible as of the date hereof; (ii) becomes public knowledge and readily accessible (except as a result of a breach of this provision or another agreement); or (iii) is rightfully received from a third party without restriction; and provided, further, that this obligation shall not prohibit the Subscriber's discussion of such information with the Subscriber's counsel, accountant or other financial advisor with a duty of confidentiality with respect to such information at least as restrictive as that contained herein solely for the purpose of assisting the Subscriber's analysis and assessment of the offering. 3. Representations. Warranties and Agreements of the Subscriber. Subscriber hereby represents and warrants to the Partnership and agrees that: DR(kfT Offery Epstein BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorandum Su scription stens s DAL:0105560/00001:2318591v2 EFTA00617723 (a) The LP Interests will be issued in reliance upon the exemption from registration contained in Section 4(2) of the Act, and that such LP Interests will or may also be issued in reliance upon the exemptions from registration contained in comparable exemptions contained in the securities laws of other jurisdictions to the extent applicable, and that the transfer of the LP Interests may be restricted or limited as a condition to the availability of such exemptions. The Partnership's reliance upon such exemptions is based in part upon the Subscriber's representations, warranties, covenants, and agreements contained in this Subscription Agreement. (b) If Subscriber is admitted as a Limited Partner, Subscriber will not attempt to pledge, transfer, convey or othenvise dispose of Subscriber's LP Interests, except in a transaction that is effected in compliance with the Limited Partnership Agreement. (c) The LP Interests are being purchased by the Subscriber and not by any other person, with the Subscriber's own funds and not with the funds of any other person, and for the account of the Subscriber, not as a nominee or agent and not for the account of any other person. On acceptance of this Subscription Agreement by the General Partner, no person other than the Subscriber will have any interest, beneficial or otherwise, in the LP Interests. The Subscriber is not obligated to transfer LP Interests or any part thereof or interest therein to any other person nor does the Subscriber have any agreement or understanding to do so. The Subscriber is purchasing the LP Interests for investment for an indefinite period, not with a view to the sale or distribution of any part or all thereof by public or private sale or other disposition. The Subscriber has no intention of selling, granting any participation in or othenvise distributing or disposing of any LP Interests. The Subscriber does not intend to subdivide the Subscriber's purchase of LP Interests with any person. (d) The Subscriber (1) has been supplied with, or has had access to, all appropriate disclosure information, including risk disclosures, financial statements and other financial information, of the Partnership, to which a reasonable investor would attach significance in making investment decisions, and (2) has had the opportunity to ask questions of, and receive answers from, knowledgeable individuals concerning the Partnership and the LP Interests. (e) The Subscriber acknowledges that an investment in the Partnership is highly speculative and involves a high degree of risk of loss by the Subscriber of the Subscriber's entire investment in the Partnership and represents that the Subscriber is able to bear the economic risk of such an investment. (0 The Subscriber understands that other than the Memorandum provided by the Partnership to the Subscriber and all of the documents referenced therein or provided therewith, no offering statement, prospectus or offering circular containing information with respect to the Partnership or the LP Interests has been or is to be prepared, and the Subscriber has made its own inquiry and analysis with respect to the Partnership and the LP Interests. The Subscriber hereby acknowledges receipt of the Memorandum. (g) The Subscriber, either alone or with the Subscriber's professional advisers, has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Partnership and the LP Interests. (h) The Subscriber is financially able to bear the economic risk of this investment, can afford to hold the LP Interests for an indefinite period and can afford a complete loss of this investment. (i) All information that the Subscriber has provided to the Partnership concerning the Subscriber and, if applicable, the person or persons making the investment decision on behalf of the Subscriber, including the Subscriber's investor status and financial position and the knowledge and experience in financial, tax and business matters of the Subscriber and such person, is correct and complete in all material respects as of the date hereof. The Subscriber is a resident of the state set forth in the address set forth below its signature on the signature page hereto. DR(kfT 44e4ry Epstein BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorandum Su scription atena DAL:0105560/00001:2318591v2 EFTA00617724 (k) The Subscriber acknowledges that: (I) No federal or state agency has made any findings or determination as to the fairness of the offering of the LP Interests for investment or any recommendation or endorsement of the LP Interests. (ii) No representations, guarantees or warranties have been made to the Subscriber by the Partnership, the Partnership's General Partner or their respective agents or employees or any other person, expressly or by implication, with respect to the approximate or exact length of time that the Subscriber will be required to hold the LP Interests, except as otherwise provided in the Limited Partnership Agreement. (iii) No guarantees or warranties have been made to the Subscriber by the Partnership. the Partnership's General Partner or their respective agents or employees or any other person, expressly or by implication, with respect to the profit or return, if any, to be realized as a result of this investment. (iv) To the extent the Memorandum or any other materials provided to the Subscriber contain projected future operating results or financial performance of the Partnership, the Subscriber understands that such projections are based upon many assumptions that are not in the control of the Partnership or the Partnership's General Partner and that such assumptions may or may not occur. The Subscriber understands that if one or more of such assumptions are incorrect or do not occur as presently expected, such projections shall not be accurate. Accordingly, the Subscriber will not rely on these projections to indicate the actual results which may be realized from an investment in the Partnership. THE SUBSCRIBER SHOULD THEREFORE CONSULT WITH THE SUBSCRIBER'S ADVISOR(S) TO EVALUATE THE FORWARD-LOOKING STATEMENTS AND THE ASSOCIATED ASSUMPTIONS AND MAKE AN INDEPENDENT DETERMINATION OF THE FEASIBILITY OF ANY FORWARD-LOOKING STATEMENTS AND THE ASSUMPTIONS. (v) There are substantial risks incident to an investment in the Partnership, as summarized in the Memorandum under "CERTAIN INVESTMENT CONSIDERATIONS AND RISK FACTORS." (I) The Subscriber has investigated the acquisition of the LP Interests to the extent the Subscriber deemed necessary or desirable, and the Partnership has provided the Subscriber with any assistance the Subscriber has requested in connection therewith. (m) The Subscriber understands that as a Limited Partner of the Partnership, the Subscriber will be unable to participate in the management of the Partnership. (n) The Subscriber certifies, under penalty of perjury, that the Subscriber is not subject to the backup withholding provisions of Section 3406 of the Internal Revenue Code of 1986, as amended. (o) The Subscriber was not offered or sold any LP Interest or any other security by means of any general solicitation or the publication of any advertisement. (p) The Subscriber has a preexisting personal or business relationship with the Partnership or its General Partner, officers, directors or principal interest holders, or, by reason of the Subscriber's business or financial experience or the business or financial experience of the Subscriber's advisors (who are not affiliated with the Partnership), could be reasonably assumed to have the capacity to protect the Subscriber's own interest in connection with the purchase of the LP Interests. The Subscriber further acknowledges that the Subscriber is familiar with the financial condition and prospects of the Partnership's business to the extent such condition and prospects have been communicated to the Subscriber by the General Partner and has discussed with the General Partner of the Partnership the current activities of the Partnership. The Subscriber DIRrokfT - 4eqry Epstein BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorandum Su scription atena DAL:0105560/00001:2318591v2 EFTA00617725 believes that the LP Interests are securities of the kind the Subscriber wishes to purchase and hold for investment, and that the nature and amount of the LP Interests are consistent with the Subscriber's investment program. (q) The Subscriber represents that, with respect to all funds used to purchase the LP Interests subscribed for hereunder, one of the following is true: (i) no part of such funds constitutes assets of any "employee benefit plan," as such term is defined in 29 C.F.R. Section 2510.3-101 of the regulations issued under the Employee Retirement Income Security Act of 1974 ("ERISA") (or its related trust) or an individual retirement account described in Section 408 of the Internal Revenue Code of 1986, as amended. (ii) to the extent that any part of such funds constitutes assets of any employee benefit plan (or its related trust), the use of such funds would not constitute a nonexempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code, as amended. If the Subscriber is relying on this subparagraph, the Subscriber will fill out completely and submit to the Partnership and the Partnership's General Partner Annex I hereto (Disclosure and Acknowledgment Form for ERISA Plans). (r) The Subscriber is an "accredited investor" as set forth in Section B of the Investor Questionnaire delivered by Subscriber on the date hereof. If the Subscriber has indicated Category 4 in Section B of such Investor Questionnaire, all equity owners of Subscriber are also accredited investors. (s) The Subscriber is a "qualified purchaser" as set forth in Section C of the Investor Questionnaire delivered by Subscriber on the date hereof. If the Subscriber has indicated Category 4 or 5 in Section C of such Investor Questionnaire, all equity owners of Subscriber are also qualified purchasers. (t) The Subscriber understands that the Partnership is prohibited from accepting a subscription for LP Interests by any person or entity that is acting, directly or indirectly, in violation of any anti-money laundering laws, rules, regulations, treaties or other restrictions, or on behalf of any suspected terrorist or terrorist organization, including any person, entity or organization that is included on any so-called "watch list" maintained by any governmental agency of the U.S. (including, but not limited to, the U.S. Central Intelligence Agency, the U.S. Department of the Treasury, the U.S. Federal Bureau of Investigation, the IRS, the U.S. Office of Foreign Assets Control and the SEC) (each such person or entity being called herein a "Prohibited Investor"): (I) Neither the Subscriber nor any other person, entity or other beneficial owner for whom the Subscriber is acting as an agent, representative, nominee or intermediary (each such person, entity or owner being called herein an "Underlying Beneficial Owner") is a Prohibited Investor or a senior foreign political figure, 6 an immediate family member of a senior foreign political figure7 or a close associate of a senior foreign political figure, (2) If the Subscriber is a corporation, partnership, limited liability company, trust, association or other entity, the Subscriber (A) has established the identity of each director, officer 6 A "senior foreign political figure" is a senior official in the executive, legislative, administrative, military or judicial branch of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. A "senior foreign political figure" also includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. 7 The "immediate family of a senior foreign political figure" typically includes the figure's parents, siblings, spouse, children and in-laws. 8 A "close associate of a senior foreign political figure" is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure. DR(kfT - J,effery Epstein BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorandum Su scription nit atenata - DAL:010SS60/00001:2318591v2 EFTA00617726 and beneficial owner of the Subscriber (including, but not limited to, each shareholder, member, partner, trustee and beneficiary), (B) will maintain all evidence identifying such persons for at least five years after the date the Subscriber terminates its entire interest in the Partnership, (C) has made such information available to the General Partner in the Investor Questionnaire or will provide such information to the General Partner immediately on the General Partner's request and (D) has no intention or obligation to distribute, assign, transfer or sell all or any portion of the Interests to any Underlying Beneficial Owner. (3) If the Subscriber is an investment entity (such as an investment pool organized as a limited partnership, limited liability company, corporation or other entity), (A) the Subscriber has established and applies anti-money laundering practices and procedures that comply with all applicable laws, rules and regulations and are designed to detect and report any activity that raises suspicion of money laundering activities and (B) none of the Subscriber's directors, officers, managers, members, partners, shareholders or other beneficial owners is a Prohibited Investor, a senior foreign political figure, an immediate family member of a senior foreign political figure or a close associate of a senior foreign political figure. (4) The assets used to subscribe for the LP Interests hereby were not derived, directly or indirectly, from any illegal activity or source. (u) This Subscription Agreement constitutes a legal, valid and binding agreement of the Subscriber enforceable against the Subscriber in accordance with its terms. The Subscriber, if not an individual, is empowered and duly authorized to enter into this Subscription Agreement (including the power of attorney herein) under any governing document, operating agreement, partnership agreement, trust instrument, pension plan, charter, articles or certificate of incorporation or organization, bylaw provision or the like. The person, if any, signing this Subscription Agreement on behalf of the Subscriber is empowered and duly authorized to do so by the governing document, trust instrument, operating agreement, partnership agreement, pension plan, charter, articles or certificate of incorporation or organization, bylaw provision, board of directors or stockholder resolution, or the like. (v) The Partnership, General Partner and acting representative acting on behalf of such entities (including any investment representatives or placement agents) communicated the offer to sell Interests directly to the Subscriber in a manner such that the Subscriber was able to ask questions of and receive answers from the General Partner concerning the terms and conditions of this transaction. At no time was the Subscriber presented with or solicited by any leaflet, public promotional meeting, newspaper, magazine or similar medium (including, without limitation, any intemet site that does not comply with procedures required to prevent a public solicitation of Interests), or any radio or television article or advertisement, or any other form of advertising or general solicitation. The Subscriber has not reproduced, duplicated or delivered to any other person the Memorandum or any part thereof or excerpt therefrom, including, without limitation, this Subscription Agreement, except to the Subscriber's own advisers, and shall not do so without the General Partner's prior consent. (w) If the Subscriber is an entity, the Subscriber was not formed for the specific purpose of investing in the Partnership and such Subscriber has or will have substantial other business or investments. 4. Compliance with Patriot Act and Anti-Terrorism Laws. The Subscriber agrees to provide the Partnership, promptly upon request, all information that the Partnership in good faith deems necessary to comply with applicable U.S. anti-money laundering, antiterrorist and asset control laws, regulations, rules and orders. The Subscriber consents to the disclosure to U.S. regulators and law enforcement authorities by the Partnership and its affiliates and agents of such information about the Subscriber and each such account as the Partnership in good faith deems necessary to comply with applicable U.S. anti-money laundering, antiterrorist and asset control laws, regulations, rules and orders. If the Subscriber is a financial institution that is subject to the United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the "Patriot Act"), the Subscriber represents that it has met all of its respective obligations under the Patriot Act. The Subscriber acknowledges that if, following the investment in the Partnership, the Subscriber in good faith believes that the DR(kfT - ,AerVry Epstein BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorandum Su scription atena DAL:0105560/00001:2318591v2 EFTA00617727 Subscriber is a Prohibited Investor or is otherwise engaged in suspicious activity or refuses to provide promptly information that the Partnership requests, the Partnership has the right or may be obligated to prohibit additional investments, segregate the assets constituting the investment in accordance with applicable regulations or immediately require the Subscriber to transfer its LP Interests. The Subscriber further acknowledges that the Subscriber will not have any claim against the Partnership or any of its affiliates or agents for any form of damages as a result of any of the foregoing actions taken in good faith. 5. Investment Company Act Representation. In addition to, or in lieu of, the exception provided in Section 3(c)(7) of the Investment Company Act of 1940, as amended (the "ICA"), the Partnership may rely on the exemption provided in Section 3(c)( I ) of the ICA and the regulations issued thereunder (the "Section 3(c)(I) Exemption") in order to not to be required to register as an investment company, and if the Subscriber is a corporation, limited liability company, trust, partnership or other entity, then the Subscriber represents and warrants that: (a) the Subscriber does not control, is not under common control with, or controlled by, any other investor in the Partnership and no persons other than the Subscriber will have a beneficial interest in the LP Interests (other than as a shareholder, partner or other beneficial owner of an equity interest in the Subscriber); (b) except as expressly set forth in "Supplemental Questions for Entities" above, the Subscriber constitutes one beneficial owner for purposes of Section 3(c)(1) of the ICA; (c) as of the date hereof only, the Subscriber's Capital Commitment does not constitute more than 40% of the combined amount of the Subscriber's total assets and committed capital. 6. Use of Professional Advisors. The Subscriber further represents and warrants that (place an "X" in one box below): (a) O The Subscriber has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of an investment and protecting the Subscriber's own interests in the Partnership, and does not desire to utilize the services of any other person in connection with evaluating such merits and risks. (b) O The Subscriber intends to use or has used the services of an advisor in connection with evaluating the merits and risks of the investment. The Subscriber hereby acknowledges the following person(s) to be the Subscriber's advisor in connection with evaluating the merits and risks of the investment: Name: Address: Occupation: 7. Indemnification. The Subscriber acknowledges that it understands the meaning and legal consequences of the representations, warranties and agreements contained in this Subscription Agreement, and hereby agrees to indemnify and hold harmless the Partnership, its General Partner and their respective officers, directors and controlling persons from and against any and all loss, damage or liability due to or arising out of (a) any untrue or inaccurate representation or warranty of the Subscriber contained in this Subscription Agreement, (b) any breach by the Subscriber of this Subscription Agreement or (c) any disposition or attempted disposition of LP Interests contrary to any such representations, warranties or agreements. 8. Limited Partnership Agreement. By the Subscriber's execution of this Subscription Agreement, (a) the Subscriber hereby acknowledges the Subscriber's acceptance of and agreement to the terms and conditions of the final version of the Limited Partnership Agreement as delivered to the Subscriber, and the Subscriber further agrees to be bound thereby when and if the Subscriber's Subscription Agreement is accepted by the Partnership's General Partner, and (b) if the Subscriber shall neglect to execute the Limited Partnership Agreement in accordance with the instructions therefor, the Subscriber hereby appoints and constitutes any officer of the General Partner of the Partnership as the Subscriber's true and lawful attorney-in-fact, with power to act for the Subscriber and on the Subscriber's behalf, to execute and deliver the Limited Partnership Agreement in the Subscriber's name and as the Subscriber's act and deed with respect to all or any LP Interests purchased by Subscriber pursuant to this Subscription (kT BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorandum R Su fcruption.4efatenaf9ry Epstein DAL:0105560/00001:2318591v2 EFTA00617728 Agreement. The power of attorney granted hereby is coupled with an interest and shall be irrevocable until such time as the Partnership's General Partner accepts or rejects the Subscriber's investment in the Partnership. 9. Special Power of Attorney. The Subscriber hereby irrevocably makes, constitutes and appoints the Partnership's General Partner and its officers with full power of substitution, as true and lawful attorneys, for the Subscriber and in the Subscriber's name, place and stead for the Subscriber's use and benefit to: (a) Execute and acknowledge and, to the extent necessary, file and record any amendments to the Limited Partnership Agreement for the purpose of correcting any error or omission or satisfying the requirements or conditions imposed by any federal or state governmental agency, and for the purpose of admitting persons or entities as additional Limited Partners of the Partnership or permitting Limited Partners to withdraw, in each case as provided for in the Limited Partnership Agreement. (b) Attach the Subscriber's executed Signature Page to the Limited Partnership Agreement with the effect of binding the Subscriber to the terms and conditions of the Limited Partnership Agreement. (c) Take any further action that such attorney-in-fact deems necessary or advisable in connection with any of the foregoing clauses 9(a) or 9(b) to the extent not adverse in any material respect to the Subscriber. The foregoing grant of authority: (i) Is a special power of attorney coupled with an interest, is irrevocable and shall survive the Subscriber's dissolution, death or incapacity; (ii) May be exercised by the Partnership's General Partner or any officer thereof for the Subscriber by the signature of the Partnership's General Partner (or any such officer) as attorney- in-fact for the Subscriber and the other Limited Partners of the Partnership with respect to which the Partnership's General Partner has a power of attorney; and (iii) Shall survive the delivery of an assignment by the Subscriber of all or any part of the Subscriber's LP Interests. This special power of attorney does not supersede any part of the Limited Partnership Agreement. 10. Counterparts. This Subscription Agreement may be executed in any number of counterparts, each of which shall be an original but all of which taken together shall constitute one (I) Subscription Agreement. 11. Governing Law. This Subscription Agreement and all amendments hereto shall be governed by and construed in accordance with the laws of the State of Delaware, excluding those laws that direct the application of the laws of another jurisdiction. 12. Successors. The representations, warranties and agreements in this Subscription Agreement shall be binding on the Subscriber's successors, assigns, heirs and legal representatives and shall inure to the benefit of the respective successors and assigns of the Partnership and the General Partner, any other person that shall hereafter be admitted to the Partnership as a general partner thereof in accordance with the Agreement, and their respective affiliates. 13. Number and Gender. The use of the singular number shall be deemed to include the plural and vice versa, and each gender shall be deemed to include each other gender, as the context may require, and "person" shall be deemed to include natural person, corporation, limited liability company, partnership, trust or other legal entity. 14. Entire Agreement. This Subscription Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by all D(kfT - me e Epstein BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorandum Su scnption mateit ry DAL:0105560/00001:2318591v2 EFTA00617729 parties. The representations, warranties, covenants and agreements in this Subscription Agreement shall survive the execution and delivery of this Subscription Agreement and the Agreement and shall continue in full force and effect notwithstanding anything to the contrary in the Agreement, except only to the extent otherwise provided in a written amendment of this Subscription Agreement, specifically referring hereto, that is signed by or on behalf of the General Partner and the Subscriber. 15. Severabilitv. If any provision of this Subscription Agreement or the application thereof to any person or in any circumstances shall be held to be invalid, unlawful, or unenforceable to any extent, the remainder of this Subscription Agreement, and the application of such provision other than to the persons or in the circumstances deemed invalid, unenforceable or unlawful, shall not be affected thereby, and each remaining provision hereof shall continue to be valid and may be enforced to the fullest extent permitted by law. Dated as of the day of ,201 . The Subscriber's Signature Name: If applicable: Spouse/Joint Subscriber's Signature Name: Title: If not an individual, provide name of entity and name and title of signatory: Entity Name: By: Title: Address: Capital Commitment: $ THE SECURITIES ISSUABLE IN CONNECTION WITH THIS SUBSCRIPTION AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE ACT OR UNDER APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND SUCH STATE SECURITIES LAWS, OR AN OPINION OF THE SUBSCRIBER'S LEGAL COUNSEL SATISFACTORY TO THE PARTNERSHIP THAT REGISTRATION IS NOT REQUIRED ekT - Offp ry Epstein BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement MemorandumDR Sufcnption atena s DAL:0105560/00001:2318591v2 EFTA00617730 UNDER THE ACT AND SUCH STATE SECURITIES LAWS, OR UNLESS SOLD PURSUANT TO RULE 144 UNDER THE ACT. IN ADDITION, ANY TRANSFER, PLEDGE, HYPOTHECATION OR ASSIGNMENT MUST BE IN COMPLIANCE WITH THE TRANSFER AND ASSIGNMENT PROVISIONS OF THE LIMITED PARTNERSHIP AGREEMENT. DRekfT OfVry Epstein BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorandum Su scnption atena DAL:0105560/00001:2318591v2 EFTA00617731 Accepted as of BIOSYS CAPITAL PARTNERS, LP By: BIOSYS CAPITAL MANAGEMENT, LLC, its general partner By: Name: Title: DR(61/4fT - qpqry Epstein BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorandum Su scnption atena DAL:0105560/00001:2318591v2 EFTA00617732 COUNTERPART SIGNATURE PAGE TO THE LIMITED PARTNERSHIP AGREEMENT ekT BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorandum Suf ),e q ry Epstein cnption atena DAL:0105560/00001:2318591v2 EFTA00617733 LIMITED PARTNER SIGNATURE PAGE FOR BIOSYS CAPITAL PARTNERS, LP The undersigned Limited Partner hereby agrees to make the Capital Commitment set forth below and hereby executes the Agreement of Limited Partnership of Biosys Capital Partners, LP (the "Limited Partnership Agreement), for the purpose of admitting the undersigned as a Limited Partner into Biosys Capital Partners, LP, a Delaware limited partnership (the "Partnership"), and hereby authorizes attachment of this signature page to a counterpart of the Limited Partnership Agreement executed by the General Partner of the Partnership. FOR INDIVIDUALS Signature Signature of Spouse, if any Print Name Print Name of Spouse Social Security No. Social Security No. of Spouse Residence Address (not M. Box) Mailing Address (if different) City State Zip City State Zip Telephone No.: E-Mail Address: Facsimile No.: Dated: Capital Commitment: FOR CORPORATIONS. LIMITED LIABILITY COMPANIES PARTNERSHIPS OR TRUSTS Print Name of Entity Taxpayer ID No. of Entity Signature of Person Authorized to Sign for Entity Principal Office Address Printed Name and Position of Person Authorized to City State Zip Sign Telephone No.: E-Mail Address: Facsimile No.: Dated: Capital Commitment: - 4 BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorandum Su scnption eatena4 ry Epstein DAL:0105560/00001:2318591v2 EFTA00617734 SPOUSAL CONSENT TO THE LIMITED PARTNERSHIP AGREEMENT DRA BIOSYS CAPITAL PARTNERS, LP I Confidential Memorandum I Subscription Materials T - Jeffery Epstein DAL:0105560/00001:2318591v2 EFTA00617735 SPOUSAL CONSENT I acknowledge that I am the spouse of the person listed above my name and that my spouse (or a trust in which my spouse is a trustee) is a Limited Partner in Biosys Capital Partners, LP, a Delaware limited partnership (the "Partnership"). I have read, approve of, and agree to the terms of the Agreement of Limited Partnership of Biosys Capital Partners, LP (the "limited Partnership Agreement"), to which this Spousal Consent is attached, and know the contents thereof, including, without limitation, the provisions of the Limited Partnership Agreement relating to the contribution of money to the Partnership, management of Partnership property, and the purchase, sale or other disposition of Partnership property and of the interest of any Partner therein. I am aware that, under the Limited Partnership Agreement, my spouse has agreed to certain restrictions on my spouse's ability to sell my spouse's interest in the Partnership, as more fully described in the Limited Partnership Agreement. I hereby consent to each and every such restriction and provision set forth in the Limited Partnership Agreement and approve the provisions of the Limited Partnership Agreement. I hereby agree that any and all interests I may have in the Partnership shall be governed by the terms of the Limited Partnership Agreement and this Spousal Consent, and I hereby designate and appoint my spouse, which appointment is coupled with an interest and hereby declared irrevocable, as my true and lawful attorney- in-fact for all purposes of the Limited Partnership Agreement, including, without limitation, to act for and bind me in all Partnership matters and affairs. This Spousal Consent may be executed in multiple counterparts, which may be appended to any other counterpart of this Spousal Consent. Dated , 201 Spouse of Signature Print Name BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorptli seTptitintkeeftery Epstein DAL:0105560/00001:2318591v2 EFTA00617736 ANNEX I DISCLOSURE AND ACKNOWLEDGMENT FORM FOR ERISA PLANS BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement MemorDBA,EscipanlIgettgrY E pste i n DAL:0105560/00001:2318591v2 EFTA00617737 ANNEX I DISCLOSURE AND ACKNOWLEDGMENT FORM FOR ERISA PLANS Biosys Capital Partners, LP, a Delaware limited partnership (the "Partnership") is an entity which is issuing limited partnership interests ("LP Interests") which are not and likely will never be listed for trading on an established securities market. Investment in the LP Interests involves special risks in terms of valuation and liquidity for the ERISA Plan investor. The Partnership will not accept any subscription to purchase LP Interests from, nor any document purporting to transfer LP Interests to, an ERISA Plan prior to the submission of this disclosure statement, properly executed by the ERISA Plan fiduciary. STATEMENT OF ACKNOWLEDGMENT BY ERISA PLAN FIDUCIARY: 1. ERISA Requirements As a fiduciary or investment manager with respect to an employee benefit plan, IRA, Keogh plan or other arrangement (an "ERISA Plan") subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or the Internal Revenue Code of 1986, as amended (the "Code"), I hereby acknowledge and agree that the Partnership (and its partners, officers, representatives and agents) shall have no liability to the ERISA Plan if the investment made by the ERISA Plan in the Partnership fails to satisfy all the requirements of Section 404(a)(1) of ERISA, specifically including the "prudent man" standards of Section 404(a)(I )(B) and the "diversification" standard of Section 404(a)(1XC), or if such investment is otherwise prohibited under any of the provisions of Section 406 of ERISA or Section 4975(c)(I) of the Code. I have carefully analyzed the impact of ERISA and the Code in the context of the ERISA Plan's particular circumstances before authorizing an investment in the Partnership. I understand ERISA imposes significant responsibilities on fiduciaries with respect to an ERISA Plan, including prudence, diversification, prohibited transactions and other standards. In determining whether a particular investment is appropriate for an ERISA Plan, Department of Labor regulations provide that a fiduciary of an ERISA Plan must give appropriate consideration to, among other matters, the role of the investment in the ERISA Plan's portfolio, and take into account a variety of factors, including whether the investment is designed reasonably to further the ERISA Plan's purposes, an examination of risk and return factors, a portfolio's composition with regard to diversification, the liquidity and return of the total portfolio relative to the anticipated cash flow needs of the ERISA Plan, the income tax consequences of the investment and projected return of the total portfolio relative to the ERISA Plan's funding objectives. I fully understand the illiquid nature of an investment in the Partnership. I understand that no public market exists for the LP Interests and that a public market or any market for the LP Interests may never develop. I also understand and acknowledge that the Partnership's General Partner may elect to restrict transfers of limited partnership interests to avoid the application of the "plan asset regulations" under 29 C.F.R. Section 2510.3.101 to the Partnership. As a plan fiduciary, I have reviewed both anticipated and unanticipated liquidity needs for my ERISA Plan, in particular those for participant terminations, plan termination, retirement, death and disability. In addition, I understand that, under circumstances prescribed by Internal Revenue Service regulations concerning ERISA Plans, distributions to a participant may be required to commence upon the attainment of age 70 'A by a participant. I hereby acknowledge that I have reviewed the liquidity needs of the ERISA Plan and it is my conclusion, after such review, that this investment is consistent with the ERISA Plan's foreseeable future liquidity needs and is consistent with the foregoing regulations and my fiduciary responsibilities. 2. Non-Fiduciary Status I acknowledge that none of the Partnership, the Partnership's General Partner or any of their respective affiliates is a fiduciary with respect to the investing ERISA Plan. A person is a fiduciary with respect to an ERISA Plan to the extent that, with respect to the ERISA Plan, such person: (0 has any investment discretion with respect to such assets; or BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorandum I Subscription Materials DRAFT - Jeffery Epstein DAL:0105560/00001:2318591v2 EFTA00617738 (ii) regularly gives individualized investment advice that serves as the primary basis for the investment decisions made with respect to such assets; or (iii) is otherwise a fiduciary with respect to a plan, e.g., a plan trustee, plan administrator, or officer of a plan sponsor having authority to invest or dispose of such assets. If the Partnership or the Partnership's General Partner or any employee or agent of the Partnership or the Partnership's General Partner is ever held to be a fiduciary, then it is agreed that, in accordance with Sections 405(b)(I), 405(c)(2), and 405(d) of ERISA, the fiduciary responsibilities of that person shall be limited to such person's duties in administering the business of the Partnership, and such person shall not be responsible for any other duties with respect to any employee benefit plan (specifically including evaluating the initial or continued appropriateness of any such employee benefit plan's investment in the Partnership under Section 404(aX I) of ERISA). 3. Relationship to Other Information I have requested and received all information from the Partnership that I consider relevant to make the necessary determination regarding an investment in the LP Interests by the ERISA Plan. The Partnership will not permit an ERISA Plan (for this purpose only, the term "ERISA Plan" also includes IRAs, entities whose assets include plan assets by reason of a plan's investment in such entity, and other employee benefit plans described in Section 3(3) of ERISA, whether or not subject to Title I of ERISA) to acquire LP Interests, either directly from the Partnership or by transfer from an existing partner, if such proposed transfer would cause the ownership of any of the LP Interests by ERISA Plans in the aggregate to equal or exceed twenty-five percent (25%) of total LP Interests issued (excluding from the total LP Interests held by the Partnership's sponsors and their affiliates), unless counsel for the Partnership determines that an exemption from ERISA applies. As a result, the Partnership retains the right not to approve of the purchase of LP Interests by or on behalf of the undersigned ERISA Plan. 4. Consultation with Legal and Tax Advisors I have consulted with the ERISA Plan's legal and tax advisors concerning the impact of ERISA and the Code and the potential consequences, including tax consequences, of an investment in the Partnership. The undersigned acknowledges that neither the Partnership nor the Partnership's General Partner nor any other person on their behalf makes any representation that an investment in the Partnership meets all ERISA or other requirements with respect to ERISA Plans. I represent and warrant to the Partnership that I am either a named fiduciary of the ERISA Plan or an investment manager of the ERISA Plan with full authority under the terms of the ERISA Plan and full authority from all ERISA Plan beneficiaries, if required, to cause the ERISA Plan to invest in the Partnership. Such investment has been duly approved by all other named fiduciaries whose approval is required, if any, and is not prohibited or restricted by any provisions of the ERISA Plan or of any related instrument. I agree that I will notify the Partnership, in writing, of ( I) any termination, substantial contraction, merger or consolidation of the ERISA Plan, or transfer of the assets of any such ERISA Plan, (2) any amendment to the ERISA Plan or any related instrument that materially affects the investments of the ERISA Plan or my authority to authorize plan investments, and (3) any other alteration in my authority to authorize plan investments. ACKNOWLEDGED AND AGREED: Name of Fiduciary: Signature of Fiduciary: Name of Plan: Type of Plan: Office Name and Number: Investment Amount: BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorandum I $ubsciiption Materials DRAFT - Jeffery Epstein DAL:0105560/00001:2318591v2 EFTA00617739 FORM W-9 BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorandum I $ubse_r_iption Materials DRAFT - Jeffery Epstein DAL:0105560/00001:2318591v2 EFTA00617740 roan (Restrygat Deportnwi — W-9 I 20131 Treasury Request for Taxpayer Identification Number and Certification Give Form to the requester. Do hurt send to the IRS. oleo FleveruSSONO1 Print or type See Specific Instructions on pap 2. Name pa Wary co 904'11ND:fn., to raUn4 fluariess nonrydsregarded entry name. e raw? from airy Check appropnorie 0 komatioi. 0 unload totality 0 Other Pee instocecon Addis try for Soden tax classexavas pro vela 0 C caponton ipso:cp.:num 0 Partnership 0 corrpeny. Enter the to clossinsonco fiCi-C cacceseco S=S capordico. Wipartnershpl• Trust/estate Exerriperys Emery Poles Exerrpoon code le NV (see insruclions). =WO &II from FATCA noddy and apt. or airy vet) Requestels nave and address lcounal) (number. street Cry. stew and m code Us, =oda nun ROryory Ligai Taxpayer Identification Number (TIN) Enter your TIN in the appropnate box. The TIN provided must match the name given on the 'Name" Ina to dead backup withholding. For indivduab. tine your social SeOryty number (SSN). However, br a resident alien. sole proprietor. Or disregarded entity. see the Part I instructions on page 3. For other entities. it e your employer identilaCatiOn number (SIN). n you do net have a number. see how to get TIN on page 3. Note. If the =Ceuta is es more than one name. see the chart on page a for guidelines on whine number to enter. I Soda/ wocurfty manber I Employer kleaalboallon renter LIMMI Certification Under CrensaieS of ceota I Cell*/ that 1. The number shown on this font, it my correct taxpayer idenbficatices number forlorn waiting for a number to be issued to me). and 2. lam not subject to backup withholding because. (a) I am exempt from backup withhOldirry. Or (b) I have not been notified by the Internal Revenue Service (RS) that I am suble:t to backup withhddrry at a result of a failure to report all interest a dmilendS. 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 oary(s) entered Co the form Of any) indicating that i am exempt from FATCA reporting is correct. Certification loatnrytkoS. YOu must cross out diem 2 above tf yOu have been notified by the IRS that you de Currently SubjeCt to backup wrthhotding because you have fated to raped all interest and diodends on your tax return. For real estate transactions. item 1 does not appy. For mortgage interest pad. acqusulan or abandonment of secured property. cancellation of debt. contributions to an individual retirement arrangement (IRA). and generally. payments other than interest and diodends. you we net required to sign the CerbriCatiren. but you must provide your correct TIN. See the instructions on page 3. Sign sig,„„,,„, Here U.S person, General Instructions Sectary references are to the Internal Revenue Code inks, otherwise noted. Fran devetopmeet. The IRS has created a page on IrtS40• for Wanurynn about Fenn WO. ax mmeinspcorwe Monaco about any future developmenes Ceding Form WI such as legislation enacted after we MOSSO IC war be posted on that page. Purpose of Form A person who is roguery to fee an oformoran atelier tech Te IRS mans acorn your correct twottyier dettficatice minter (IMO to resort for example. income pad to you. payments made to you in settlement of power., card and Owl party network wareacticre. real estate trareadons mortgage inures: you paid. rallii00 or abandonment of sewed property. cancellation of debt. a contributions you mode to on IRA Us* Form W-9 orgy if you are a U.S. parson Onclorg a resident ahem, to Fronde your coned TIN to the person requesting it de requester) and. when arylicable. to: I. evenly tat to TIN you are ening is correct tar you are weary forfora mercer to be booed). 2. Caney Mat you are net *dyed to backup wititeldry. a 3. gam exenotwo from boded wrrywkline youare a US. emend payee. II applicable. you we also cerlitarg that as a US. penal. your Slovak shred any partnentdp Income from a US. trade or busses iti not 'stems, the mthroldng our on foreign ponners share of effecevely corrected rooms. and A Certify that FATCA code(s) entered co an tom Of any) indicarorry that you we exempt from To FATCArearying. N correct NOW t you are a US. Wan and a requester OW* you a loan cry. Try Ron WS to repast yin Try you must use the mouton tam if d a SUbStalltlay ant to the Fowl W.9. Orynklon delta proof. For Word tax puede'. you we considered a U.S. Person if sou are: • An ritividual vita a s U.S. dean or U t resident also, • A ponnentm. corporation. co pay. or 23600=M4101.2•41O or copanced in the United Slates or wider tie laws of Ow wed States. • On state (other then a fryer estate). or • A dorrests aura (as defined In Regulations section 301.77014). &Wald rules for p.ntwnt*l. Filetrentrye tit conduct trade Or Waned o 14 Wow States are away rewind to pay a dintroldrg to raider wary 1446 n " rower wawa Owed ellocthrry oannoctee taxatio loans born such business. Fu Ow. Moulin tames Wore a Farm Wg Is not bean received. Pe Nee under Nary. 1446 rowan a pert teltip b preeumelhat a Meter It • saran person. and pry Os Nary 1446 vilthholding tee Therstore. It you are • US parson Vat Is a partner In a partnentry conducting a Male or business Mea United Slides, preside Fan, W-9 tO fly, plittWirehlp a dittilden wed U.S. Statue and avoid swam 14464atroldrp on your share et parewslry Income. Cat NO. 10231X Foam W-90904.11-20131 BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorandum I $ubsciintion Materials DRAFT - Jeffery Epstein DAL:0105560/00001:2318591v2 EFTA00617741 Form W-9 (Rev. 8.20131 Page 2 In the caws below. the Naming person mire give Form W.9 to the pat ereM the purpown of astable:erg its U S stews and away withholding on on allocable snared net income fron the parthership conducting a bade or business in the tented States- • In the case of a Owegarded entity with a U.S. owner. the U.S. owner of the dr-regarded entity and not the entity. • in the case of a grantor trust well a U.S. grantor or other U.S. owner. generally. the U.S. grantor or other U.S. pre of the grantor that and not the Owl and • in the case of a U.S. trust other than a grantor eve°. the U.S. Mot (other than a grantor Mon and not the beneficiams of the that Foreign person. If you as a foreign person or the U.S. branch of a foreign bark that has elected to be ?sated as a US. pemoh do not we Form 94-9. Mead. use the approbate Form W.8 or Form 8233 (see PUblartIon 515. Withholding or Tan on Nonawdent Mons and Foreign Mies). NoweeldeM barn who becomes • reeldent WIL Generaly. ONy a nave anent then nivalual may use the tease of abo nay to reduce or <anat. U.S. tax on certan noes Of hone. However. most tax treaties Cotan don known as a 'saving clause' Exceptions sper0Sed in the saving Clause may Perrin an exemption hoer tax to continuo 'or cosIdn hoes ot income tom after tha payee has otherwise become a U.S. reedent alien 'cc tax purposes If you me a U.S. resident alien who a rano() on an exception COthanen in the saving clause or a tax eery to clam an exempts from U.S tax on certain typos ol noon*. you must attach a statement to Form W.9 that spectres the folowng the gems I The treaty tour :7y Caraway ars mint bete same eery are ellen you claimed exemption 'rom tax as a nonresident alen. 2. The treaty article addressing the income. 3. The article number or location) in the tar treaty that =Mans the saving dent* and its exceptions. 4. The type arid amount of income that Quathte 'Or the exemption from tax. 5. Sufficem facts to typify the exemption from lax under the teens ot the treaty tempt Pale 20 of the U.S -Gina income tax Want Sows an exempeon from tax for scholanhp MOT* mewed by a Chnese 'ardent temp:may present in the Urred Sates. Under US. law. this Student we become a resident alien 'or tax purposes it Na or her stay m the United States exceeds 5 calendar year; Hamm% paragraph tette ten Protocol to the LI.S..Chna Treaty Eaten Ape 30. 1984) Sows the provisions of Article 20 to Math* to Spry even alter the lairieSe Wien! DeCOrneS a re/Went amen a Me United titans. A iannese nein: who pares for Itis exception (under paragraph 201 the lint protocol) and a felyirg On MS exCeptanth dam an ex *moon ttom tax on Ns or het scrotoship or kelowthip roam would attach tD Fa W-9 a statement that includes the infomalain deathbed above to export that exemption. If you are a nonresedent Sena a foreign entity. gve the requester the aPPthitriate completed Fenn W' a Form 8233 Whet is backup wIthlsOklIng? Preens making Centro pets ltS 50 you mat tater certain conditions *retold and pry to me INS a Percentage Cr such payments. This a cad 'bade* withroarg Payments that may be Waist to lackey ynthholchng gala interest. tse.exerrpt nterest dwgends. teaks and bane exchange tninsactiOns. rents. wares. nOnemP101e• pay. Parrobe mede in settlement of payment cad and tied party Weak trarsacbons. and °Wain payments torn Mining toe operators Real ester. transactions are not SAWt to badges withholding You we not te cutest to badge, matholang on payments you men* it you tin the requester your correct TIN, make the proper metaphor& and reccrt S you taxable 'Merest and dividers:a On yew tax rettrn Payments you receive will be subject to backup within/tiring it: 1. You do not furnish your TIN to the requeater. 2. You do rot only your TIN when requred (see the Part II instructions on page 3 for dab). 3. The IRS hes the requester that you lashed an incorrect TIN. 4. The IRS legs you that you me utast to backup vathholdng because you did not report all your interest and divalerds on your tax ram dcr reparable maws and divklentle sty). or S. You do not certify to die requester that you as not area 10 tedruP wahholdng under 4 atom (thr reportable interest and olvidend aCCOula edited Stet 1983 only) Grain payees and paymems are exempt from backup withholding. See fawn puma code on page 3 and the separate Iretructions for the Requester or ram W.9 for more inforrnatim. Also see Special elan !Or perfnerdaraS on Page I. Whist Ie MICA recertify? The Foreign Account Tax Complance Act (FATCA) rectum a parhopeang foreign financial institution to report S UNted SUM account holders that are sprained Oared States paws. Ceram payee. are exempt from FATCA repstrig. See Entraatnan from FATCA repatng code on page 3 end the Instructions to the Requester of Form W.9 for more reonnation. Updating Your Information You Mee lanYde updated inkernatlen to any Month to were you claimed to be an extol"( Mee 0 you are no linger an exempt payee and anhopate mowing reportable payments in the future neat the Person For example, you may need to provide updated information Ow° are a C corporation that elects to be an S omporation• or if you no longer we tax exempt In addition. you must lash a new Form W.90 the name or 11N elaritteS for the account, M exarnpe. a the grantor of a pram true din Penalties Failure to furnish 11N. It you 'al to tenon your correct TIN to a requester. you are pais: to a penalty o' Shig 'or ash such fable unless yow 'Sure a due to reasonable cane and not to wdN negect Civil penally for false information with respect to withholding. II you make a terse statement with no reasonable basis that realm an no backup withholdey. YOu Me sutler. to a $500 pent) Criminal penalty for faielfyIng Information. YNIfully ratifying cendicatms or "matron, may suttee: you to cans penalties inCittIng lines ander nthetccrerent Misuse of Mai tre requester &closes et uses Tins r. violation of federal law. the requester may be subject toad and criminal penalties. Specific Instructions Name r you are an raleckal. you must generally enter the name shown on your tame tax learn. Flowerer. l you have changed you last name. la instal due to marriage wthoot incoming the Social Seamy Admnistrabon of the flare charge. enter your first name. the tan name shown on your renal woolycool, and yea new last man. If the account is in loin names. let first. and then cede. the rums 4:4 the person or entry whose tun ter you entered n Pallor the form. Sole Preetheloe. Enter VW, ntrndual wee as shown on war ecome tax return on ;re 'Name' Ina You may ante. your hanan.r.. 'ad*. a 'dang busness a (DPW' name on the tuuness name'daregaded entity name' we, Partnership. C Corporation, or 8 Corporation. Crete the entity's name on the m a,e Ina and any busineett. Wok a -doing business as (D13.9) name on the DS. •SiN., .wit n. an natant weay fame" tire Dionegardied tally. For U.S. federal tax purposes. an entity Tel Is Osreganded as an entity Seta& ate !men Its Owner is treated as a "dsregarded esitY.- See Regulation vase 301.770I•2=00. triter the owners name on the 'Name' lire The nave of the army entered on the 'Name line should never be a dwaded entity The mite cm the 'Nana' line mtrg be the fame thaw on the tsar * Car return CO *teal The intone SWAM be reposed. For example. II a 'coign ITC the a vetted as a daregarded entity is U.S. federal ax purrOSen has a angle owner that is a U.S. person the U S owner's name a reo.trod to be provided en the 'Name' Ire a the direct owner or the entity is also a asrellaned entry, enter the Test owner that is net disregarded tor tederai tax purposes. Ewer the disregarded entty's name on the 'Business narntoderegarded entry "TS' lire It the owner a the disregarded entity is a foreign person. the owner must compere an approbate Forw. W-8 stead of a Form W.9. This a the case event the 'ocean person has a U.S. TIN. Note. Check the aporopnate box for the U.S. federal fax obswficabon of the PerSon whose name entered on the Name' lee (IndnAduallsole cremator. Partnership. C Corporation S Corporation. leirStifetate). Limited Liability Company (LLC). If the maw identified on the -tarn.- leg is an LLC. check the "Tented tottery. ccenpany" box Oat and enter the approbate code for the US. federal tax classthcation in the space wooded. If you are an LLC ilea le trethed as a Partnership 'or t) S federal tax purpOset enter 'Cr la partherstsp. r you are an LTC that has Ned a Tom 8832 Grafi:on 2563 to be taxed as a COrporanon. enter 'C' for C corporation or '5' lot S corporation. as appropriate. I' you are an LTC that o disregarded as an entity separate torn its owner under Recuution sechon 301.1!01.3 (except for emPownent and excise tax). do not check the LTC box unless the Genet or the LLC Wowed to be 'dewed on the 'Name' line) is arothor LTC that is not disregarded to U S. 'warty tax phrposex I' the LLC a agegainee as an entity separate from its owner. enter the aspropnate tam) clastarcaton of the owner identified on the Other entities. Enter van. business name as Shown on required U.S. federal tax documents on the 'Name' are Trys mama stook] match the ere shown on the charter or other legal document creating the entity. You may enter any business. trade, or MA name on the 'Buswiss namWdanyarded entity name' Exemptions II you are exempt fitirn backup wine/Icing andlor FATCA reCerting.erter n the Exerriceons box, any saes) that may apply to you. See Erg payee code and Exemption eon FATCA reporting code on page 3. BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorandum I Subscription Materials DRAFT- Jeffery Epstein DAL:0105560/00001:2318591v2 EFTA00617742 Form WA Figev. 8-2013) Page 3 Exempt pages rode. Generagy. indrodUalli lifiCkding tale Procriekiroble not err from bads, vathhaiding. Caporations are newt Iran backup wroticrong tor cabin prorents. such as interest aro diAdends.Corparallorawa not carpi Iran broad wittddror la paymenbi male int it of payment red a died Parry IlelY1011C bensatros. Now If you we exempt from backup mthholdIng.rou quart ISM Malta We form to avoid parole smonsous hackies withddlna The folcrond cods donMY Payees that an awirpt from replay Wiltholdn; I -M orgercrolon ecru, from tax wider baton 501W. any IRA. or • ablated accost raider micron 403(b)(7) If Irop at count whilles the naronernents 01 Orogen 401(e(2) 2-The United States or any op age des a instrumental** 3-A stale. the Datrid a CdurfrolLSCOssessai a» United States Otero 01 get poetical subdivisions or instrumentalites 4-A foreign gorwrinere or any ce its potecal subdrosicess. agencies, a insbumentalites 5-A corponsron 8-A dealer en wrote or commode's reused to reader in the United States. the District of Ccorombe. or a possession of the !Triad States 7-A Wes canmssion merchant registered with the Commality Fttwes Teeing Crones-ton 8- A real estate mmtment rust 9-M envy registered at al ernes donna the tax yew wow** Investment Company Act cr 1940 10-A cannon that fund outvoted b/ ater* under section 58401 11-A fthancro instabon 12-A middleman khan n the thwebrent ccrwronty a a nanoe a custodian 13-A trust men et Wombats-dor section 664 a ducted n section 4947 the folosieng del skews twos of payments that may be Wend than brokup withlrodng. The dart apples to the tempt payees robed abort./ through 13. IF thie prornallros W... THEN Ilw payment le Wronproffe... [meant and dvidwid payments Broker transactions Al arra , Prows except for 7 Exempt 1 fl our., 4 6 Prowls aid roost 11 and al C corpcnoons S corroarrons mud rot enter an exempt prow code taro they are exempt Only fa sales of noncovend sautes (rothrod prof 0) 2012. Barter (oolong* transactions and patrcroge dividends &WPC Proem 1 tryout 4 Frornerts over WOO naiad to be reporad and direct sales Ova Val Generally. oxeypt payees I trough 5' Payments made n seaweed of paired cad or lied party network bantactions bent Parrot 1 merasit 4 'See Fam 1099.1"SC. MacSseaa Income. and is insithroions. However, N fOlthrong Payment) made to a corporation and rroatable on Form 1009.MISC we not exempt from backup withroldror medical and health care payrnercs. atcmeys' fees, gross proceeds pad to an attonwy. MO payments 'Or droops paid by a federal executive agency Exemption frorn FATCA reporting code. The foloeng codes identify payees that are exempt from reporting under FATCA Those odes eddy TO Perecro submterg this form for accounts mane-amid outside a the United Stabs by croan foreign Marxist Inst.:Wont Therefore. rt you we only submitting tros form fa an accent you hold in the Urinal Saab. you may leave this held dark. Canon with the person requesting this lam d you are marten if the linanciai insaturon b subject to thew requitement,. A-An abrogation exempt Wan tax under section 50114 or any indroduel retirement plan as wowed in moron 7701(apn B-110 tinted Stabs a any of its apemen a instunentalress C -A state. the Demo! of Colwriaa. a possession of die tinted States. or any of their political abdomens a onstrimentalties D - A °natal S. stock of whch is regularly loaded on one a more established securities markets. at described in Reg. section I . 14r2.1 MIRO E -A corporation that earner:Ter of the same expanded fl ared group as a corporation deserted in Reg. section 1.1472.1(0110) F -A dealer hn mantes. commodities. or Sena** financial realms andwieng notional pencipal contracts. Names. forwards. and Options) that is registered a such under the taws of the Untied Statesman/ state a -A MO eidel invrolirent Visa H-A rogidated inroolnient COMPWW li• droned in Groton 851 or an may mglistered at all trod diming Ntax ye rode the Investment Company Act of 1910 I-A COMM Fry trod as dated n socbon 58401 J -A tank Ws dieted In seatin 561 K-A broker L-A taro Wropt *Om as under socron 664 a desOlbed n *taro 49470)111 LI -A tax exempt Net under a swam 403(b) plan a section 457(0 plan Part I. Taxpayer Identification Number (TIN) Enter your TIN In the appropriate box. If you are a resident den and ytto do not haw and as not *tads to get an SSN. your TN r. you IRS ircrodual taxpayer denrocation nitro/ Eider it lb Se social scanty number box IT you do not pass an PIN. see Hon to seta TIN brow. If you are a sat propnetor Old you last an ON. you may ace either yaw SSN a EIN. However. the IRS prefers tel you in. you SW If Taro We a shgleinewber LLC that is derroarded rem entity separate Iran its Ost ler Rae UMW Haft Caroline ILLC7 on Pegs 2). max the owners SSP/ la (IN. I the oar hos one). Do not anew the dem/redo, entry's DN. If theLLC robeified te a caporaron or partnership. arose the Proles (IN. NOM Sea the chart pat page 4 for ftrther dedication of name and TIN combinatiant How to get •111. B you do no: nave • UN. COY for one rometlaelY To *fro Muth SSµ get Form 5n 5. Aroication for a Social Seamy Card, from your local Sobel Sway Aderimatmlon ^wage( tot fare cable at walcssagov. You may OHO get this form by caning 1-800-772.1213. the Farm W-7. Application kY IRS Indrodual Tarpaper ichirrocroon Number. to apply for an MN, a Font', SSA Alarocarcelor Employer later/cabal Numbs. to apply for lth EIµ You can apply for an (IN crane by accessing the IRS wt site at **taper/businesses amid COMM on Employer Idenrocalion Number (EIN) wider Starting a Fluidness You Pan get Forms W.7 and 55.4 tom the we by rotting IRS.90v a be clang 1303- TAX.FORM (14100329 3818p. If you we Nut to condo Fain W.9 but do net have a net apply for a TIN and write Aped For m the space fa S. TIN, op and date the form. and gm et to the re ulcer. Fa merest and clacked Cromenta and certain PromenTs MOO VIM reaped to remelly tradabb insownents, generally you MI have 60 dros to got a TIN and give et to the requester before you we subject to trolop withirodn9 ai payrrent* The prow nes mom not MO* ,0 ' ,rim. Tara & rronows Tn. he str)w' to baclwp withholdng on all Sudi payments und you proviso 'owlet to the requestite NOW. Enterog 'Apple, Fa' means that yOu have already applied for a TIN or that you intend to apply for one soon. Caution: A dasoguaded US. entry that maw *nor Olin MUST US* to **mare* farm IV-8 Part II. Certification To estatron to the echrolcirq agent that you are a U S. person, a modem ales. sign Form WS. You may be requested . sign by the echlrodroi agent even I items 1, 4, a 5 below indicate otherwise. Foe a joint wicount only the person arose UN is shown in Part I Mould sign Twfwin scored) in the case of a dssegarded ray sea person denoted on the •Name- line must sign. Emma payee. see &ernpi payee COO, taller. &grata requirements. Complete the cerocaocn as irocated in COTS I throw, 5 hicow. I. Interest. dividend. and baler exchange accosmb Opened beta* 1964 and WOW SCCOUND C011eidefled active Bring 1983. You must give yore cannot TIN bun you do not have to sign tea oroncaron. 2. Interest OIVIOIKKL broker. and barter exchange aroaints opened Wier 1983 and broker accounts considered Inactive during 1963. You MUSS synths cerTeation or backup wIthridthrig eat apply. t you. te SUbjeCt t0 bad, WithelOn3 and you are men* providing your correct TIN to the requesnr. you mint cross ow tern 2 in the cenrcabon before Sarong the ford. 3. Real estate trarbactIone. You must sign the cerrocatian. You aro ayes out Iron 2 or Ibis aalTheation. 4. Other payments. You must give yore correct TIN. but you de not have to sign the cerocatro roles you have been notified that you have preiroudy given an 11100Otell TN. "Other payment' etude payments made in the course of the reqUeetero bade a buskins fa rents royalties. goods (ester then bb /Or merchardw). medical and healthcare se ices fredurIng payment, to corporabond, payments to a nonerroloyee for aerates. payments made in same ant a cement card and third party network bansactions. payment to certain fishing boot crew members and fishermen and gross proceeds paid to antimero fecludng payments to CorporabOnel. 5 Mortgage Intelleat prod by Yea wanton or abandorrnent ol seared property. ronCelledOn Of debt. queldied tuition progrem payments lumweer section 60). IRA. Cowden ESA Archer 1.4SA or NSA cantrIbubons or distribubone. and pension clatribitions. You MUM pee your caeca TM. but you do not have to sign the otrolication. BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorandum I $ubscr_iption Materials DRAFT - Jeffery Epstein DAL:0105560/00001:2318591v2 EFTA00617743 Fain W9 (Rey 6.20131 Page4 What Name and Number To Give the Requester FIN thle pava of aocount Gem name and SSW ah. 1.1ndiodual 2. Two a more nOmduah giant accord 3. Custodian account at a mina (Uniform Gift to Minors Act) 4. a. The usual ',hustle wags dint (grantor et also trustee, b. So-called trust account that es not a legal or valid trust wide state be 5 Sole proprietaries or Owegarded *nay owned by an indiwaal 6 Grantor trust Meng under Optional Form 1039 Fang Method 1 Nee Regulation section 1.671 alb)(2)01011 The imaridual The actual owner of the amain a. if careened facts. the fast endiselual as the accent' The name The grantoritruslee The actual war - The owner' The granar For nall type of accent rave name and EIN of: 7. Qeregerded The owner Legal entry • The cap atom The orgenizstion The cortnershp The braka or menace The urti a entity The oust entity not owned by an ~stae 8. A vald trust. rotate. a pens•an that 9. Cuporation a LLC electing corporate status on Form 8832 a Form 2553 10. Averittion. Club. median. chantable, educatcnai. or aher tax exempt oranuabon 11. nemesis' a multi-mentor LIC 12. A baker or registered nominee 13. Mourn with the Department Of Agncurve in the nave of a Nato entry (such as a state or local goyenirnent school doomt a asan) te moves age:~ program payee is 14. Granter 0is fang add( the Font, LO4 I nee" Wemod or tee Opeonei Farm 1099 Fang Method 2 (see ReCalkekel MOW 1.871488monte 'Lei In! trd cads ire ~woe tie pew woo Mh+Yau inempi it *Hy orre Next on pent aCCCon MS an 5SN. Oat Denotre meet mat be %roofed 'Cede ~remote on ed knee tionwmfo SXM 'Yoe, remil too rem rifunur mane ord you Prey aim your your Metro« cs 'PEW mere co the rouumeroxmoidni~d error' mom ire You hay use new row SSNOr Rya, Ninon" Cm re OS dsouroon you » v< 'Our 551r 'LAI In: ire micro IN' woe of ins 'You, rem" cc ~no, true [Do ra Memel re TIN ol Pomona reconeratoe a venom -men me eirsee ~heroin p rot ~raid nee onroone beet At» ore Soaksum umendnos or one I. likes Gina ono rode ortivele a Ion We to rink. or Mot Not. If no name *Ceded when more than one name is heed. the ramben wla be considened to be that of the fire name tad. Secure Your Tax Records from Identity Theft Identity theft Ovate when torment ten 'Cur personal intareaca such aslons name. sursal security reinter (SS^, a other ~hang nformabsa. *Shout your permission to carnet fraud a Other atom. An identity thief may we yoke SSN lo get fl ab a may Neater return waled you SSN to raceme a refund. To reduce yeur nek • Protect your SSN. • Ensure your employer it protecting your SSN. end • Becache when chaos" a tax paperer. yOUr ax MONO, are affeCte0 by identity then and you reCeivea notide ban the IRS. respond right any to the name and phone ferrite anted an the IRS notice a letter. If y0a lax records we not currently affected by identity theft but you tat yOu are as rak dua :Oa be a "Olen pone a wallet. duesOOneble Creel Gerd Whey or credit moat contact the IRS Identity awn Haire s 1 80).908-4490 or seam Form 14039. For maw intormanon. see PUbliCabon 4135, Identity Theft Pinson and Nairn Manssate. Warns of identity theft who se expenencen economic hayn a a system pottan. a are seeking help in respiring tax preteens that have rot been rescind through normal therms. fray be glebe fee Taxpayer Advocate Service (TAS) madame. You can reach FAS by Callbrq the TAS toll-free care neat. ere at 1-877-777-4778 or IlY/IDD I-000-629.4069. Protect yetnell han suspicious ens or aNdeng echernee. Plashing Is the cream and us* cn *Tail ard wobstes designed to trend higunate business ernes and webarteS the mot: cannon &kidskin:Ng an tritted tO a urur fah* claming xi be an intablabird loadrrale enterpttte n an attempt to Warn the a into surrendemg private nfornoton that koll be used fa idenaty The IRS does rot route contacts will taxpayers via *mails Also. the IRS does not request personal deatie0 n'ormaton through oral or ask taxpayers for the PIN nurrbem. passwords. 'node smut octet" in'orenation bir their credt Card. bank, or otro enanoal accords you (Ken* an VIM:NORM enrol clammed to be 'eon- the IRS. !On, eed tia masade to pntsne,gars goy You may also report mud* re Te IRS nacre. logo. or Other IRS property tee tus TelleaSury Vedette( Genera: em Tax Admired:ratan at 1.800.366.4484. You can female suspcous *mans to Me Federal Trade Qnrni non,. oz. oaxoenaue.euxu a ...ear enamor ono re, ',purr...erred rit 1.0)]. ilY(14EFT (1 -817.43843381. VOA IRS goy to Nan more tart <horny Melt and tow to reduce your msk. Privacy Act Notice Secton 6109 of the Internal Revenue Code recNires you to preside you correct TIN to Reread (enerludirld federal agencies) Mn are required to file in'omenon returns with S'e IRS to report interest dwands. or certain caner insane paid to ya.: Artgage entered you pad. the aCqued5On a abindOnnient of sewed prOperty. the cancetaban of debt. a canxibuban you made to an IRA. Archer NSA a KSA. The penal coaxing this tom, wee ye necenaton on the form to 'de informaton returns with the WIG reporting the above infOrniabOn Reuben@ was Of fhb infOrrnal1011 indlUde "MN It to the Debar:new. 0' Justice 'or OW and Craned Irtagatran and to Olatee. gates, Ms Deana or Columba. and U.S. commonwealths and possessrons /Of use Si eared:erns theelaws the insanoton also may be defied04.0 t OtheMCOtall1MS a a Meaty. to federal arid sate agenoes .o *dace awl and criminal laws or to federal laWeinftwOelnent and ntelegenCe agencies to combat teeronsm. You most provide yaw RN why:hem:fax you se required to file a tax return. Under section 3406. payee item pater" weltIo3lre a percentage of taxable Interest.cleldend, cup dentin den payments to a piffle eta does not give a TIN tee payer. Certain penalties may also tally la providing MIX, a insidulea nformatim. BIOSYS CAPITAL PARTNERS, LP I Confidential Private Placement Memorandum I Subserition Materials DRAFT"- Jeffery Epstein DAL:0105560/00001:2318591v2 EFTA00617744