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Accredited Investor Status*
The Subscriber represents that the Subscriber is an “Accredited Investor” because, at the time of the sale of the Interests to the Subscriber, the Subscriber is (please select one or more categories if and as applicable):
- A bank as defined in Section 3(a)(2) of the U.S. Securities Act of 1933, as amended (the “Securities Act”), or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the U.S. Securities Exchange Act of 1934, as amended; an insurance company as defined in Section 2(a)(13) of the Securities Act; an investment company registered under the U.S. Investment Company Act of 1940, as amended (the “1940 Act”), or a business development company as defined in Section 2(a)(48) of the 1940 Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the U.S. Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; an employee benefit plan within the meaning of the U.S. Employee Retirement Income Security Act of 1974, as amended (“ERISA”), if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are Accredited Investors;
- A private business development company as defined in Section 202(a)(22) of the U.S. Investment Advisers Act of 1940, as amended;
- An organization described in Section 501(c)(3) of the U.S. Internal Revenue Code of 1986, as amended, a limited liability company, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
- A director, executive officer, managing member or general partner of the issuer of the securities being offered or sold, or a director, executive officer, managing member or general partner of a general partner of that issuer;
- A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000. For this purpose: (i) one’s primary residence should not be included as an asset; (ii) indebtedness that is secured by one’s primary residence up to the estimated fair market value of the primary residence at the time of the sale of securities, should not be included as a liability (except that if the amount of such indebtedness outstanding at the time of the purchase of Interests in the Fund exceeds the amount outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess should be included as a liability); and (iii) indebtedness that is secured by the person’s primary residence in excess of the estimated fair market value of the primary residence should be included as a liability;
- A natural person who had an individual income in excess of $200,000 in each of the two most recent years, or joint income with that person’s 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;
- 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 sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act;
- A revocable trust that may be revoked by the grantor at any time and whose grantors are all Accredited Investors; or
- An entity in which all of the equity owners are Accredited Investors.
- None of the above are applicable.
Qualified Purchaser Status*
The Subscriber represents that the Subscriber is a “Qualified Purchaser” because, at the time of the sale of the Interests to the Subscriber, the Subscriber is (please select one or more categories if and as applicable)):
- A natural person (including a person who holds a joint, community property, or other similar shared ownership interest in an issuer that is excepted under Section 3(c)(7) of the U.S. Investment Company Act of 1940, as amended (the “1940 Act”), with that person’s Qualified Purchaser spouse) who owns not less than $5,000,000 in investments, as defined by the U.S. Securities and Exchange Commission;
- A company that owns not less than $5,000,000 in investments, that was not formed for the specific purpose of acquiring the securities offered, 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 trust that is not covered by Item 2 of this Paragraph A and that was not formed for the specific purpose of acquiring the securities offered, 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 to the trust, is a Qualified Purchaser;
- A person, acting for its own account or the accounts of other Qualified Purchasers, who in the aggregate owns and invests on a discretionary basis, not less than $25,000,000 in investments and that was not formed for the specific purpose of acquiring the securities offered; or
- An entity that is not a trust and that is beneficially owned exclusively by Qualified Purchasers, even if such entity was formed for the specific purpose of acquiring the securities offered.
- If the Subscriber is a company that (a) was formed prior to April 30, 1996 and (b) would be an investment company under the 1940 Act but for the exception provided in Section 3(c)(1) or Section 3(c)(7) thereof (an “excepted investment company”), the Subscriber represents that all beneficial owners of its outstanding securities (other than short-term paper), determined in accordance with Section 3(c)(1)(A) of the 1940 Act, that acquired such securities on or before April 30, 1996 (“pre-amendment beneficial owners”), and all pre-amendment beneficial owners of the outstanding securities (other than short-term paper) of any excepted investment company that, directly or indirectly, owns any outstanding securities of such excepted investment company, have consented to its treatment as a Qualified Purchaser.
- None of the above are applicable

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Locust Wood Capital Advisers, LLC

LOCUST WOOD ADVISERS SO, LLC