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Accredited Investor or Qualified Client Status

By submitting this form you are attesting that you are as of the submission date of this form an “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) or you have a "qualified client status", and you have indicated below the category under which you are qualified. The different status options are described below this form.

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ACCREDITED INVESTOR STATUS

You are attesting to the fact that you are as of the submission date of this form:

(a) an individual who had an income in excess of $200,000 in each of the two most recent years (or joint income with his or her spouse in excess of $300,000 in each of those years) and has a reasonable expectation of reaching the same income level in the current year;

(b) an individual who has a net worth (or joint net worth with his or her spouse) in excess of $1,000,000 (excluding the value of such individual’s primary residence)1;

(c) an Individual Retirement Account (“IRA”) or revocable trust and the individual who established the IRA or each grantor of the trust is an accredited investor on the basis of (a) or (b) above;

(d) a self-directed pension plan and the participant who directed that assets of his or her account be invested in the Partnership is an accredited investor on the basis of (a) or (b) above and such participant is the only participant whose account is being invested in the Partnership;

(e) a pension plan which is not a self-directed plan and which has total assets in excess of $5,000,000;

(f) an irrevocable trust which consists of a single trust (i) with total assets in excess of $5,000,000, (ii) which was not formed for the specific purpose of investing in the Partnership and (iii) whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he or she is capable or evaluating the merits and risks of the prospective investment;

(g) a corporation, a partnership, a limited liability company or a Massachusetts or similar business trust, that was not formed for the specific purpose of acquiring an interest in the Partnership, with total assets in excess of $5,000,000;

(h) an entity in which all of the equity owners are accredited investors; or

(i) none of the above applies (further information may be required to determine accredited investor status).

  In calculating net worth, an individual must include as a liability the amount of indebtedness secured by such individual's primary residence that is incurred (i) at any time that is in excess of the estimated fair market value of such primary residence, or (ii) within 60 days prior to the Admission Date (other than as a result of the acquisition of such primary residence).

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QUALIFIED CLIENT STATUS

You attest that as of the submission date of this form you are or have an:

(1) net worth (together, in the case of a natural person, with assets held jointly with a spouse) of more than $2,000,000.

 

(2) an executive officer, director, trustee, managing member, or person serving in a similar capacity, of the investment adviser or an employee of the investment adviser (other than an employee performing solely clerical, secretarial or administrative functions with regard to the investment adviser who, in connection with his or her regular functions or duties, participates in the investment activities of such investment adviser, provided that such employee has been performing such functions and duties for or on behalf of the investment adviser, or substantially similar functions or duties for or on behalf of another company for at least twelve (12) months.

 

(3) a private investment company, such that the company would be defined as an investment company under section 3(a) of the Investment Company Act of 1940, as amended (the “Company Act”), but for the exception provided from that definition by section 3(c)(1) of the Company Act, an investment company registered under the Company Act, or a business development company as defined in the Company Act, and each equity owner of such entity satisfies one of the above conditions.

 

(4) A “qualified purchaser” as defined below. (Please indicate your Qualified Purchaser category)

      

If you indicate you are a Qualified Purchaser, you represent and warrant that you are a “qualified purchaser” within the meaning of Section 2(a)(51) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) and have indicated below each category under which you qualify as a qualified purchaser. In order to complete the following information, you should refer to the below definition of “Investments” and for information regarding the valuation of Investments.

      

(4a) Individual. An individual who owns not less than $5,000,000 in "Investments";

 

(4b) IRA or Self-Directed Pension Plan. An IRA or a self-directed pension plan and the individual who established the IRA or the individual responsible for directing the investment of assets in the Partnership is an individual who owns not less than $5,000,000 in “Investments”;

 

(4c) Family Company. A corporation (including a charitable corporation), partnership or trust that (i) was not formed for the specific purpose of acquiring an interest in the Partnership, (ii) will not have more than 40% of its net assets invested in the Partnership, (iii) owns not less than $5,000,000 in “Investments” and (iv) is owned directly or indirectly by or for (or in the case of a charitable corporation, that has had assets contributed to it by) two or more natural persons who are related as siblings or spouses (including former spouses), or direct lineal descendants by birth or adoption, spouses or estates of such trusts established by or for the benefit of such persons;

 

(4d) Trust or Charitable Corporation. A trust or charitable corporation that (i) was not formed for the purpose of acquiring an interest in the Partnership and (ii) as to which the trustee or other person authorized to make decisions with respect to the entity, and each settlor or other person who has contributed assets to the entity, is a “qualified purchaser”;

 

(4e) Employee Benefit Plan. An employee benefit plan that (i) owns not less than $25,000,000 in “Investments” and (ii) does not permit its participants to decide whether and how much to invest in particular investment alternatives;

 

(4f) Private Investment Fund. A corporation, partnership or trust (an “entity”) that (i) was not formed for the specific purpose of acquiring an interest in the Partnership, (ii) would be an investment company under the Investment Company Act but for the exclusions from investment company status in Section 3(c)(1) or 3(c)(7) thereof, (iii) owns not less than $25,000,000 in “Investments”, and (iv) in which each pre-April 30, 1996 beneficial owner of which has consented to the treatment of the entity as a “qualified purchaser”;

 

(4g) Entity Generally. An entity, other than a private investment fund (see (f) above) or employee benefit plan (see (e) above), that (i) was not formed for the specific purpose of investing in the Partnership and (ii) owns and invests on a discretionary basis, for its own account or for the accounts of “qualified purchasers”, $25,000,000 or more in “Investments”;

 

(4h) Entity Composed Entirely of Qualified Purchasers. An entity, each beneficial owner of the securities of which is a “qualified purchaser”;

 

(4i) Qualified Institutional Buyer. A “qualified institutional buyer” as defined in Rule 144A under the Securities Act, acting for its own account, the account of another qualified institutional buyer, or the account of a “qualified purchaser” (please refer to special instructions on the attached worksheet); or

 

(4j) none of the above applies (further information may be required to determine qualified purchaser status).

Determination of "Investment" for purposes of this form.
 

  1. Investments should be valued at either their fair market value as of the most recent practicable date or cost.
     

  2. Investments include investments held jointly with your spouse.
     

  3. Investments include investments held in any IRA, 401(k) or similar retirement account you direct, or is held for your benefit.
     

  4. There must be excluded from the value of each Investment the principal amount of any outstanding debt, including margin loans, incurred by you to acquire or for the purpose of acquiring the Investment.
     

  5. Investments include the following:

    1. securities which are publicly-traded and listed on a U.S. national securities exchange or traded on NASDAQ;

    2. shares in registered investment companies such as mutual funds and money market funds;

    3. interests in private investment companies such as hedge funds, commodity pools and similar private investment companies;

    4. cash and cash equivalents (including foreign currencies) held for investment purposes;

    5. real estate held for investment purposes;

    6. shares of non-public companies which have total shareholder equity of $50 million or more; and

    7. commodity interests, including commodity futures contracts and options thereon, swaps and other financial contracts.
       

  6. Investments DO NOT include the following:

    1. jewelry, artwork, antiques and collectibles;

    2. investments held in retirement accounts where you do not make the investment decisions (e.g., an employer retirement plan where the investment decisions are not directed by you); and

    3. shares in a non-public company less than 25% of the voting interests.
       

  7. Special instructions if you are a qualified purchaser based on its status as a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act. In order to be a qualified purchaser if you are a dealer as described in paragraph (a)(1)(ii) of Rule 144A, you must own and invest on a discretionary basis at least $25 million in securities of issuers that are not affiliated persons of the dealer. In addition, a plan referred to in paragraph (a)(1)(D) or (a)(1)(E) of Rule 144A, or a trust fund referred to in paragraph (a)(1)(F) of Rule 144A that holds the assets of such a plan will not be deemed to be acting for its own account and, accordingly, will not be deemed to be a qualified purchaser on the basis of “qualified institutional buyer” status if investment decisions with respect to the plan are made by beneficiaries of the plan, except with respect to investment decisions made solely by the fiduciary, trustee or sponsor plan.

North Peak Capital Management, LLC

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155 east 44th street 5th Floor
New York, New York 10017

info@northpeakcapital.com

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