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SUBSCRIPTION AGREEMENT FOR LIMITED PARTNERSHIP INTERESTConfidential Copy No. Prospective Investor: City of Clearwater _100 South Myrtle Avenue Clearwater, FL 33756 -5520 Contact Person: Steve Moskun Telephone No:_ 727 -562 -4532 Fax No: 727 -562 -4535 State /Country of Domicile: Florida Capital Commitment (USD):$_5,000,000 MOLPUS WOODLANDS FUND IV, L.P. SUBSCRIPTION AGREEMENT THE OFFERING OF SECURITIES DESCRIBED HEREIN HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT "), OR UNDER ANY SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. THIS OFFERING IS MADE PURSUANT TO RULE 506 OF REGULATION D UNDER SECTION 4(a)(2) OF THE SECURITIES ACT, WHICH EXEMPTS FROM SUCH REGISTRATION TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING. FOR THIS REASON, THESE SECURITIES WILL BE SOLD ONLY TO INVESTORS WHO MEET CERTAIN MINIMUM SUITABILITY QUALIFICATIONS DESCRIBED HEREIN. A SUBSCRIBER SHOULD BE PREPARED TO BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE FUND (AS DEFINED HEREIN) FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE LIMITED PARTNERSHIP INTERESTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE LAWS OF ANY OTHER JURISDICTION, AND, THEREFORE, CANNOT BE SOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. THERE IS NO OBLIGATION OF THE ISSUER TO REGISTER THE LIMITED PARTNERSHIP INTERESTS UNDER THE SECURITIES ACT OR THE LAWS OF ANY OTHER JURISDICTION. TRANSFER OF THE LIMITED PARTNERSHIP INTERESTS IS ALSO RESTRICTED BY THE TERMS OF THE LIMITED PARTNERSHIP AGREEMENT RELATING THERETO. 1/2457657.2 MOLPUS WOODLANDS FUND IV, L.P. SUBSCRIPTION AGREEMENT FOR LIMITED PARTNERSHIP INTEREST Molpus Woodlands Fund IV, L.P. c/o Molpus Woodlands Fund IV -GP, LLC 654 North State Street Jackson, Mississippi 39202 Attention: Michael R. Cooper, Esq. Ladies and Gentlemen: The undersigned prospective investor, City of Clearwater (the "Subscriber "), hereby tenders this Subscription Agreement to Molpus Woodlands Fund IV -GP, LLC, a Delaware limited liability company (the "General Partner "), which serves as the general partner of Molpus Woodlands Fund IV, L.P., a Delaware limited partnership (the "Fund "), on the terms and conditions hereinafter set forth. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Private Placement Memorandum of the Fund (the "Memorandum "). A. Subscription. The Subscriber, intending to be legally bound, hereby irrevocably agrees to contribute, in installments, an aggregate amount of five million Dollars ($5,000,000) (the "Capital Commitment ") in the Fund pursuant to the terms of, and at the times required by, the Amended and Restated Limited Partnership Agreement of the Fund (the "Partnership Agreement ") in return for a limited partnership interest in the Fund offered by the Fund pursuant to the Memorandum (the "Interest "). All payments of the Subscriber's Capital Commitment shall be made in cash by check made payable to "Molpus Woodlands Fund IV, L.P." or by wire transfer pursuant to instructions provided by the General Partner prior to the due date of such payments. The Subscriber acknowledges and agrees that the minimum subscription amount shall be $5,000,000, unless waived by the General Partner of the Fund in its sole discretion. The Subscriber hereby acknowledges receipt of a copy of the Partnership Agreement, attached hereto as Exhibit A. The Partnership Agreement will be entered into at the Initial Closing by all Partners of the Fund. The Subscriber is delivering herewith the following documents: (i) an executed Joinder Agreement to the Partnership Agreement, in form as attached hereto as Exhibit C (the "Joinder Agreement "); and (ii) a dated, completed and executed IRS Form W -9. B. Acceptance of Subscription. The Subscriber acknowledges and agrees that the subscription for the Interest contained within this Subscription Agreement is an offer by the Subscriber to invest the Capital Commitment indicated in Section A in return for the Interest. The Subscriber further acknowledges and agrees that the subscription for the Interest contained within this Subscription Agreement shall be subject to acceptance by the General Partner of the Fund and that the General Partner shall have the right, exercisable in its sole discretion, to accept or reject, in whole or in part, such subscription. If the subscription is accepted by the General Partner in whole or in part, the Fund will thereafter execute this Subscription Agreement and deliver the same to the Subscriber as soon as practicable thereafter. The Subscriber further acknowledges and agrees that upon a default of the Subscriber's Capital Commitment obligations to the Fund, the Interest may, among other consequences, be subject to forfeiture in accordance with the terms of the Partnership Agreement. If this subscription is rejected by the Fund in whole or in part, the General Partner shall promptly return all funds received from the Subscriber applicable to the rejected portion of the subscription to the Subscriber without interest thereon or deduction therefrom. 2 1/2457657.2 C. Fund's Conditions to Closing. The Fund's obligations hereunder are subject to acceptance by the General Partner of the Subscriber's subscription and to the fulfillment, prior to or at the time of closing, of each of the following conditions: (i) The representations and warranties of the Subscriber contained in this Subscription Agreement shall be true and correct at the time of closing; and (ii) All proceedings in connection with the transactions contemplated hereby and all documents and instruments incident to such transactions shall be satisfactory in substance and in form to the General Partner, the Fund and Bradley Arant Boult Cummings LLP ( "Fund Counsel "), and the General Partner, the Fund or Fund Counsel shall have received all such counterpart originals or certified or other copies of such documents as the Fund may request. D. Background and Administrative Information. NAME IN WHICH INTEREST IS TO BE HELD: City of Clearwater TAX I.D. NUMBER: 596000289 If the Subscriber is an entity other than an individual, a copy of the organizational documents of the Subscriber is enclosed with this Subscription Agreement. PRINCIPAL BUSINESS AND CORRESPONDENCE ADDRESS: 100 South Myrtle Avenue Street Clearwater FL 33756 -5520 City State Zip Code SUBSCRIBER'S TELEPHONE NUMBER AND E -MAIL ADDRESS: Telephone: L727D 562 -4532 E -Mail: steve.moskun @myclearwater.com E. Representations and Warranties of the Subscriber. In order to permit the Fund to evaluate whether it may properly accept the subscription for an Interest contained within this Subscription Agreement and to induce the Fund to accept such subscription, the Subscriber hereby acknowledges, represents and warrants to, and covenants and agrees with, the Fund as follows: (i) 1/2457657 2 The Subscriber received the Memorandum, read the same and all annexes thereto and enclosures therewith carefully, and is fully familiar with the contents thereof. 3 (ii) No representations or warranties have been made to the Subscriber by the Fund, the General Partner or any agent of said persons, other than as set forth in the Memorandum, the Partnership Agreement and this Subscription Agreement. (iii) The Interest will be held under the following type of ownership (please check the applicable blank): Individual Community Property Trust Partnership X Corporation Limited Liability Company Other: (iv) 1/2457657 2 The Subscriber is and reasonably expects to continue to be an "accredited investor" as that term is defined in Rule 501(a) of Regulation D promulgated by the U.S. Securities and Exchange Commission (the "SEC ") under the Securities Act of 1933, as amended (the "Securities Act "), as follows (please initial the space beside the applicable category) (upon request of the Fund, the Subscriber must provide information to document the representation initialed, as described within each paragraph): (a) A bank as defined in section 3(a)(2) of the Securities Act or a savings and loan association or other institution as defined in section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance company as defined in section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; 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; 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 Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, 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; (b) A private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940; 4 (v) 1/2457657.2 (c) An organization described in section 501(c)(3) of the Internal Revenue Code, or a corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000; (d) A director, executive officer, or general partner of the Fund, or a director, executive officer, or manager of the General Partner; (e) A natural person whose individual net worth, or joint net worth with such person's spouse, at the time of his or her purchase exceeds $1,000,000, excluding the value of his or her primary residence; (f) 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; (g) 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 with knowledge and experience in business and financial matters such that he is capable of evaluating the merits and risks of the prospective investment; or (h) An entity (including an Individual Retirement Account (IRA)) in which all of the equity owners or beneficiaries are accredited investors under clauses (a), (b), (c), (d), (e), (f) or (g) above. The Subscriber is and reasonably expects to continue to be a "qualified purchaser" as that term is defined in Section 2(a)(51) of the Investment Company Act of 1940, as amendment (the "Investment Company Act "), as follows (please initial the space beside the applicable category) (upon request of the Fund, the Subscriber must provide information to document the representation initialed, as described within each paragraph): (a) A natural person (including any person which is acquiring the Interest with his or her spouse in a joint capacity, as community property or similar shared interest) that either individually or together with the Subscriber's spouse, owns investments (as defined by the SEC in Rule 2a51 -1 promulgated under the Investment Company Act) that are valued at not less than $5,000,000; (b) An entity that owns investments (as defined by the SEC in Rule 2a51 -1 promulgated under the Investment Company Act) that are valued at not less than $5,000,000 and is owned directly or indirectly by two (2) or more natural persons related as siblings, spouses (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; (c) A trust not covered by clause (b) above and not formed for the specific purpose of acquiring the Interest, as to which the trustee or other person authorized to make decisions with respect to the trust and each settler or 5 other person who has contributed assets to the trust is a person described in clause (a) or (b) above or clause (d) below; X (d) An entity, acting for its own account or the accounts of others described in clause (a), (b) or (c) above, this clause (d) or clause (e) below, that in the aggregate owns and invests on a discretionary basis investments (as defined by the SEC in Rule 2a51 -1 promulgated under the Investment Company Act) that are valued at not less than $25,000,000; or (e) An entity, all of the outstanding securities of which are owned by persons or entities described in clauses (a) through (d) above or this clause (e). If the Subscriber belongs to this category only, list on a separate sheet to be attached hereto the equity owners of the Subscriber and the investor category which each such equity owner satisfies. (vi) If the Subscriber has made one of the representations set forth in clauses (b) through (e) of subparagraph (v), the Subscriber makes one of the following representations: (a) The Subscriber would be treated as an "investment company" under the Investment Company Act but for the fact that the Subscriber qualifies for one of the exemptions from the definition of "investment company" provided for in Section 3(c)(1) or 3(c)(7) of the Investment Company Act. True (Please answer clause (b) below). X_ False (Please skip to subparagraph (vii) below). (b) If the Subscriber checked "true" in clause (a) above, the Subscriber certifies that the Subscriber has read and understands the provisions of Section 2(a)(51)(C) of the Investment Company Act and Rule 2a51 -2 promulgated under the Investment Company Act (copies of which are attached hereto as Exhibit B) and makes one of the following representations: 1/2457657.2 (1) No consent of the Subscriber's direct or indirect beneficial owners is required for the Subscriber's treatment as a "qualified purchaser" with respect to the Fund; (2) Both: (A) all of the beneficial owners of the Subscriber's outstanding securities (other than short-term paper), determined in accordance with Section 3(c)(1)(A) of the Investment Company Act, that acquired such securities on or before April 30, 1996 (the "Pre- Amendment Beneficial Owners ") and (B) all of the Pre - Amendment Beneficial Owners of any company that, but for the exclusions from the definition of "investment company" provided for in Section 3(c)(1) or 3(c)(7) of the Investment Company Act, would be an "investment company" and that directly or indirectly owns any outstanding securities of the Subscriber have consented to its treatment as a "qualified purchaser" under the Investment Company Act with respect to the Fund; (3) The Subscriber has made either of the representations set forth in clauses (b) or (c) of subparagraph (v) above, and all of the 6 trustees, directors or general partners of the Subscriber have consented to the Subscriber's treatment as a "qualified purchaser" with respect to the Fund; or (4) The Subscriber cannot make any of the representations set forth in clauses (1), (2) or (3) above. (vii) The Subscriber has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of the Subscriber's investment in the Fund. (viii) The execution and delivery of the Partnership Agreement and this Subscription Agreement, the consummation of the transactions contemplated thereby and the performance of the obligations thereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Subscriber is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to the Subscriber. (x) No suit, action, claim, investigation or other proceeding is pending or, to the best of the Subscriber's knowledge, is threatened against the Subscriber which questions the validity of the Partnership Agreement or this Subscription Agreement or any action taken or to be taken pursuant to the Partnership Agreement or this Subscription Agreement. In formulating a decision to invest in the Fund, the Subscriber has not relied or acted on the basis of any representations or other information purported to be given on behalf of the Fund or the General Partner, except as set forth in the Memorandum and the Partnership Agreement (it being understood that no person has been authorized by the Fund or the General Partner to furnish any such representations or other information). The Subscriber (a) is aware that there is no public trading market for the Interest and it is highly unlikely that such a market will develop, (b) has adequate means of providing for the Subscriber's currents needs and personal contingencies, (c) has no need for liquidity in this investment, (d) has the ability to bear the economic risk of this investment, and (e) can afford a complete loss of the purchase price of this investment. The Subscriber does not have any reason to anticipate any change in the Subscriber's personal circumstances, financial or otherwise, which may cause or require any sale or distribution by the Subscriber of all or any part of the Interest herein subscribed. (xii) The Subscriber is purchasing the Interest for investment purposes only, for his, her or its own account, and not with a view towards the distribution or resale thereof. (xiii) The Subscriber understands and acknowledges that the Fund will not accept the investment of funds by natural persons or entities acting, directly or indirectly, in contravention of any applicable money laundering regulations or conventions of the United States or other international jurisdictions, and represents and warrants that neither the Subscriber, nor any of its beneficial owners, (each an "Underlying Beneficial Owner ") (i) appear on the Specially Designated Nationals and Blocked Persons List of the Office of Foreign Assets Control of the United States Department of the Treasury ( "OFAC "); (ii) are a current or former senior official in the 7 1/2457657 2 executive, legislative, administrative, military or judicial branches of a foreign (non - U.S.) government (whether elected or not), a current or former senior officials of a major foreign (non -U.S.) political party, a current or former senior executives of a foreign (non -U.S.) government -owned corporation, or commercial enterprises, corporations, businesses or other entities that have been formed by, or for the benefit of, any such individuals (a "Senior Foreign Political Figure "), an immediate family members of a Senior Foreign Political Figure, or person who is widely and publicly known (or is actually known) to be a close associate of a Senior Foreign Political Figure; (iii) are a person or entity resident in, or organized or chartered under, the laws of a jurisdiction that has been designated by the U.S. Secretary of the Treasury under Section 311 or 312 of the U.S. PATRIOT Act as warranting special measures due to money laundering concerns; or (iv) are a bank organized under foreign law or an agency, branch or office located outside the United States of a bank (a "Foreign Bank ") that does not maintain a physical presence (a "Physical Presence ") in any country, meaning a place of business located at a fixed address, other than solely a post office box or an electronic address, in a country in which the foreign bank is authorized to conduct banking activities, at which location the Foreign Bank: (w) employs one or more individuals on a full -time basis; (x) maintains operating records related to its banking activities; (y) is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities; and (z) does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate (a "Foreign Shell Bank "); except such prohibition shall not include a Foreign Bank that has a physical presence in any country and is a "regulated affiliate," i.e., an affiliated depository institution, credit union, or Foreign Bank that maintains a Physical Presence in the United States or a foreign country, as applicable, and is subject to supervision by a banking authority in the country regulating such affiliated depository institution, credit union, �r Foreign Banks; or (v) are otherwise a party with which the Fund is prohibited to deal under the laws of the United States. The Subscriber further represents that the monies used to fund the investment in the Interests are not derived from, invested for the benefit of, or related in any way to, the governments of, or persons within, (i) any country under a U.S. embargo enforced by OFAC, (ii) that has been designated as a "non- cooperative country or territory" by the Financial Action Task Force on Money Laundering or (iii) that has been designated by the U.S. Secretary of the Treasury as a "primary money laundering concern." The Subscriber further represents and warrants that the Subscriber (i) has conducted thorough due diligence with respect to all of its Underlying Beneficial Owners, (ii) has established the identities of all Underlying Beneficial Owners and the source of each of the Underlying Beneficial Owner's funds and (iii) will retain evidence of any such identities, any such source of funds and any such due diligence. The Subscriber further represents that the Subscriber does not know or have any reason to suspect that (i) the monies used to fund the Subscriber's investment in the Interests have been or will be derived from or related to any illegal activities, including but not limited to, money laundering activities, and (ii) the proceeds from the Subscriber's investment in the Interests will be used to finance any illegal activities. 8 1/2457657.2 1/2457657 2 The Subscriber further agrees and acknowledges that, among other remedial measures, (i) the Fund may be obligated to "freeze the account" of such Subscriber, either by prohibiting capital contributions by the Subscriber and /or segregating assets of the Subscriber in compliance with governmental regulations and/or if the General Partner determines in its sole discretion that such action is in the best interests of the Fund and (ii) the Fund may be required to report such action or confidential information relating to the Subscriber (including, without limitation, disclosing the Subscriber's identity) to relevant regulatory authorities. The Subscriber further represents and warrants that the Subscriber will promptly notify the Fund of any change in its status or the status of any Underlying Beneficial Owner(s) with respect to its representations and warranties hereunder. The Subscriber understands and acknowledges that the Fund is, or may in the future become subject to, anti -money laundering statutes, regulations and conventions of the United States or other international jurisdictions, and the Subscriber agrees to execute instruments, provide information, or perform any other acts as may reasonably be requested by the General Partner, or other authorized representative of the General Partner, for the purpose of: (i) carrying out due diligence as may be required by applicable law to establish the identity of (x) the Subscriber, (y) any Underlying Beneficial Owner(s) of the Subscriber and (z) any investors, partners, members, directors, officers, agents, affiliates, beneficiaries or grantors of the Subscriber, and any Underlying Beneficial Owner(s) of such investors, partners, members, directors, officers, agents, affiliates, beneficiaries or grantors; (ii) maintaining records of identities, or verifications or certifications as to identities; and (iii) taking any other actions as may be required to comply with and remain in compliance with money laundering statutes, regulations or conventions applicable to the Fund. The Subscriber is familiar with the nature of, and risks attendant to, investments in securities of the type represented by the Interest and has determined that the purchase of the Interest is consistent with the Subscriber's investment objectives. The Subscriber has been advised and understands that an investment in the Interest is speculative and involves a high degree of risk. The Subscriber confirms that all documents, records, and books pertaining to the Fund and the investment have been made available to the Subscriber and the Subscriber also confirms that the Subscriber, to the extent it, he or she desired to do so, has been given an opportunity to make further inquiries of the Fund and its representatives with respect to the Fund and the investment and has requested and received all information about the Fund the Subscriber deemed necessary or appropriate to review prior to making an investment decision. The Subscriber is aware that the Interest has not been, and there are no present plans for it (or any other interests in the Fund) to be, registered under the Securities Act or any state securities law. Accordingly, the Interest must be held indefinitely by the Subscriber unless it is registered under the Securities Act and any applicable state securities law, or unless, in the opinion of counsel satisfactory to counsel for the Fund, a sale or transfer may be made without such registration. The Subscriber also understands that the Fund does not presently contemplate that any registration will be made or that the Fund will take steps which will make the general provisions of Rule 144 available to permit the resale of the Interest. The Subscriber is also aware 9 that the Fund does not presently intend, and it is not under any obligation, to take any action or bear any expense: (a) to register the Interest (or any other interests in the Fund) under the Securities Act or any state securities law for offer, sale, transfer, assignment, or other disposition by the Subscriber; (b) to make an exemption from registration available for any such offer, sale, transfer, assignment, or other disposition by the Subscriber; or (c) to obtain any opinion of counsel with respect to any such offer, sale, transfer, assignment, or other disposition. (xix) If an individual, the Subscriber is at least twenty -one (21) years of age. (xx) The Subscriber is a resident of the state listed in the primary residence address of the Subscriber set forth above. (xxi) If the Subscriber is a corporation, partnership, trust or other entity, it is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized; it is authorized and qualified to become a limited partner in, and authorized to make its capital contributions to, the Fund and otherwise to comply with its obligations under the Partnership Agreement; the Subscriber has not been formed, reformed or recapitalized for the specific purpose of purchasing the Interest; the person signing this Subscription Agreement on behalf of such entity has been duly authorized by such entity to do so; and this Subscription Agreement has been duly executed and delivered on behalf of the Subscriber as a deed and is the valid and binding agreement of the Subscriber, enforceable against the Subscriber in accordance with its terms. In addition, such Subscriber will, upon request of the General Partner, deliver any documents, including an opinion of counsel, evidencing the existence of the Subscriber, the legality of an investment in the Fund and the authority of the person executing this Subscription Agreement on behalf of the Subscriber which may be requested by the General Partner. The information provided to the Fund by the Subscriber as to the Subscriber is true and correct as of the date hereof, and the Subscriber agrees to advise the Fund prior to its acceptance of the subscription contained in this Subscription Agreement of any material change in any such information. At the request of the Fund, each of the undersigned will execute such other instruments and documents as may be reasonably required in connection with the purchase of the Interest. Unless required by law, the undersigned shall not disclose, and shall maintain confidential any non - public information related to the Fund, provided that the undersigned may disclose such information to any of its advisors, attorneys and accountants if such advisor, attorney and /or accountant shall have agreed to be bound by this provision. The Subscriber understands and acknowledges that the law firm of Bradley Arant Boult Cummings LLP is representing the Fund in connection with the sale of the Interest to the Subscriber and that Bradley Arant Boult Cummings LLP is not, nor is any other law firm retained by the Fund, representing the Subscriber or acting as a broker, dealer, or agent in connection with this transaction. (xxvi) The Subscriber is not relying on the Fund with respect to the tax and other economic considerations of an investment in the Interest and the Subscriber has relied on the 10 1/2457657.2 advice of, or has consulted with, the Subscriber's own legal, tax and other advisors. The Subscriber acknowledges that she, he or it understands that anticipated tax benefits may not be available and, further, may be adversely affected through adoption of new laws or regulations or amendments to existing laws or regulations. The Subscriber acknowledges and agrees that the Fund is providing no warranty or assurance regarding the ultimate availability of any tax benefits to the Subscriber by reason of the Subscriber's investment in the Fund. The Subscriber agrees to provide the Fund with: (i) a valid and duly executed Internal Revenue Service Form W -9 or Form W -8BEN (or other Form W -8), as appropriate, upon the Subscriber's admission as a limited partner to the partnership (as set forth in the Partnership Agreement) and promptly upon a subsequent reasonable request by the Fund or the General Partner; (ii) a valid and duly executed Internal Revenue Service Form W -9 or Form W -8BEN (or other Form W -8), as appropriate, thirty (30) days prior to the end of each third taxable year thereafter that the Subscriber owns an Interest; and (iii) prompt notice upon any change in the information provided on such form. (xxviii) The Subscriber understands that information relating to the Subscriber shall appear on the financial statements and other records of the Fund. The Subscriber acknowledges and agrees that other Partners may receive such information as permitted by the Partnership Agreement or as required by applicable laws and may share such information with their advisors and other parties. The Subscriber authorizes and consents to the General Partner, on behalf of the Fund, releasing confidential information about the Subscriber and, if applicable, any Underlying Beneficial Owner(s), to the appropriate governmental or regulatory authorities if the General Partner, in its sole discretion, determines that it is in the best interests of the Fund in light of applicable statutes, regulations and conventions. Within ten (10) days after receipt of a written request therefore from the General Partner or the Fund, the Subscriber agrees to provide such information and to execute and deliver such documents as the Fund or the General Partner may deem reasonably necessary to comply with any and all laws and ordinances to which the Fund is or may be subject. The undersigned, if executing this Subscription Agreement in a representative or fiduciary capacity, has full power and authority to execute and deliver this Subscription Agreement in such capacity and on behalf of the subscribing individual, ward, partnership, trust, estate, corporation, limited liability company, or other entity for whom the undersigned is executing this Subscription Agreement, and such individual, ward, partnership, trust, estate, corporation, or other entity has full right and power to perform pursuant to this Subscription Agreement and make an investment in the Interest. The Subscriber agrees that the acknowledgements, representations, warranties, covenants and agreements of the Subscriber set forth in this Subscription Agreement shall survive the execution and delivery of this Subscription Agreement and the consummation of any subscription for the Interest. F. Representations, Warranties and Covenants (Plan Investors). If the undersigned is an employee benefit plan subject to Title I of the Employee Retirement Income Security Act of 1974, as 1/2457657.2 amended ( "ERISA "), or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code ")(a "Plan "), is using the assets of a Plan or is an entity whose underlying assets include Plan assets by reason of a Plan's investment in the entity, the fiduciary executing this Subscription Agreement on behalf of the Plan (the "Fiduciary ") represents and warrants that: (i) the Fiduciary has considered the following with respect to the Plan's investment in the Interest and has determined that, in view of such considerations, the purchase of the Interest is consistent with the Fiduciary's responsibilities under ERISA or other laws applicable to the Plan: (a) the role such investment or investment course of action plays in that portion of the Plan's portfolio that the Fiduciary manages; (b) whether the investment or investment course of action is reasonably designed as part of that portion of the portfolio managed by the Fiduciary to further the purposes of the Plan, taking into account both the risk of loss and the opportunity for gain that could result therefrom; (c) the composition of that portion of the Plan portfolio that the Fiduciary manages with regard to diversification; (d) the liquidity and current rate of return of that portion of the Plan portfolio managed by the Fiduciary relative to the anticipated cash flow requirements of the Plan; (e) the projected return of that portion of the Plan portfolio managed by the Fiduciary relative to the funding objectives of the Plan; (f) whether an investment in the Interest is permissible under the documents governing the Plan and the Fiduciary; and (g) that there are substantial risks of loss for the Plan associated with an investment in the Interest; (ii) the Fiduciary is (a) responsible for the decision to invest Plan assets in the Interest; (b) independent of the Fund, the General Partner and any of their respective affiliates; and (c) qualified to make such investment decision for the Plan; (iii) the Fiduciary has delivered to the Fund, and from time to time hereafter will deliver to the Fund, in writing, all of the information which the Fund may request in order to avoid violations of any provision of ERISA or any other laws applicable to the Fiduciary or the Fund, and promptly will notify the Fund, in writing, or any change in the information so furnished; and (iv) the Fiduciary (a)(i) has not solicited and has not received from the Fund, the General Partner or any of their respective affiliates any evaluation or other investment advice on any basis in respect of the advisability of this or any other investment in light of the assets, cash needs, investment policies or strategy, overall portfolio composition or diversification of the Plan assets, and (ii) is not relying and has not relied on the Fund, the General Partner, or any of their respective affiliates for any such advice, and (b) represents that (i) based upon the assumption that the assets of the Fund will not constitute "plan assets" for purposes of ERISA, neither the execution and delivery of this Subscription Agreement norr the subscription for the Interest by the Fiduciary on behalf of the Plan will constitute a non- 12 1/2457657 2 exempt prohibited transaction between the Plan and any party under Section 406 of ERISA or Section 4975 of the Code, and (ii) to the Fiduciary's best knowledge, neither the Fund, the General Partner nor any of their respective affiliates is a "party in interest ", within the meaning of Section 3(14) of ERISA, or a "disqualified person ", within the meaning of Section 4975(e)(2) of the Code, with respect to the Plan. G. Status as a Limited Partner. The Subscriber agrees that if the subscription contained in this Subscription Agreement is accepted, the Subscriber shall (i) become a Limited Partner in the Fund, (ii) execute and deliver a copy of the Partnership Agreement or the Joinder Agreement attached hereto as Exhibit C, or adhere to the Partnership Agreement by entering into this Subscription Agreement (as applicable), (iii) be bound by the terms of the Fund's Partnership Agreement and (iv) perform all obligations imposed by the Partnership Agreement upon a Limited Partner with respect to the Interest. H. Restrictions on Assignment or Transfer of Interest. The Subscriber hereby acknowledges and agrees that the Subscriber will not `offer, sell, transfer, assign, pledge, or otherwise dispose of the Interest, in whole or in part, or any interest in such Interest, except in strict compliance with the terms and conditions set forth in the Partnership Agreement. I. Irrevocability; Binding Effect. The Subscriber hereby acknowledges and agrees that the subscription contained in this Subscription Agreement is irrevocable, that, except as required by law, the Subscriber is not entitled to cancel, terminate, or revoke this Subscription Agreement or any provisions hereof, and that. this Subscription Agreement and such other agreements shall survive the bankruptcy or dissolution of the Subscriber and shall be binding upon and inure to the benefits of the parties and their successors and permitted assigns. J. Power of Attorney. Subject only to the acceptance of this Subscription Agreement by the General Partner, the Subscriber hereby (i) joins in and agrees to be bound by the Partnership Agreement as a limited partner; (ii) pursuant to the terms of the Partnership Agreement, designates and appoints the General Partner its true and lawful attorney, in its name, place, and stead to make, execute, sign, and file (x) the Fund's Certificate of Limited Partnership and any amendment thereto and such other instruments, documents, or certificates that may from time to time be required of the Fund by the laws of the United States of America, the laws of the state of the Fund's registration, or any other state in which the Fund shall conduct its affairs in order to qualify or otherwise enable the Fund to conduct its affairs in such jurisdictions, and (y) such instruments and documents necessary to effect the transactions contemplated by the Partnership Agreement. Such attorney is not hereby granted any authority on behalf of the Subscriber, as a limited partner, to amend the Partnership Agreement except that as attorney in fact for a limited partner, the General Partner will have the authority to execute any duly adopted amendment to the Partnership Agreement. It is expressly intended by each Subscriber that the power of attorney granted by this paragraph is coupled with an interest and is intended to secure the Limited Partner's obligations under the Agreement and /or a relevant interest in property, shall be irrevocable, and shall survive and not be affected by the subsequent disability or incapacity of such Subscriber (or if such Subscriber is a corporation, partnership, trust, association, limited liability company or other legal entity, by the cancellation, dissolution or termination thereof and shall extend to such subscriber's successors and assigns); provided, however, that this power of attorney granted by each Subscriber shall expire as to such Subscriber immediately after the cancellation of the Fund or the complete withdrawal of such Subscriber as a partner of the Fund. This power of attorney may be exercised by such attorney -in -fact and agent for all Subscribers (or any of them) by a single signature of the General Partner with or without listing all Subscribers executing an instrument. K. Indemnification. The Subscriber agrees to indemnify and hold harmless the Fund and its members, managers, officers, employees, agents, attorneys, accountants, and affiliates against any and all loss, liability, claim, damage, and expense whatsoever (including, but not limited to, any and all attorney's fees and other expenses reasonably incurred in investigating, preparing, or defending against any litigation 13 1/2457657.2 commenced or threatened or any claim whatsoever) due to, arising out of or based upon any breach of any representation, warranty, covenant or agreement of the Subscriber contained in this Subscription Agreement or any failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with the transaction contemplated by this Subscription Agreement. L. Modification. Neither this Subscription Agreement nor any provision hereof shall be waived, modified, discharged, or terminated except by an instrument in writing signed by the party against whom any such waiver, modification, discharge, or termination is sought. M. Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be sent by certified mail, return receipt requested; by facsimile; by e -mail or delivered against receipt to the party to whom it is to be given (i) if to the Fund, at the address, facsimile number, or e -mail address set forth above or as otherwise provided, or (ii) if to the Subscriber, at the correspondence address, facsimile number, or e-mail address set forth above (or, in either case, to such other address as the party shall have furnished in writing in accordance with the provisions of this Section M). Any notice or other communication given by certified mail shall be deemed given at the time of certification thereof, except for a notice changing a party's address which shall be deemed given at the time of receipt thereof. N. Assignment. This Subscription Agreement and the rights and obligations hereunder may not be assigned or delegated by the Subscriber without the prior written consent of the Fund, and any attempt to do so shall be void and of no effect. 0. Applicable Law. This Subscription Agreement shall be construed in accordance with and shall be governed by the laws of the State of Delaware, without regard to its conflicts of laws principles that would cause the law of any other State to be applied to this Subscription Agreement. P. Counterparts. This Subscription Agreement may be executed by facsimile, through the use of separate signature pages or in any number of counterparts and each of such counterparts shall, for all purposes, constitute one agreement binding on all parties. Q. Entire Agreement. This Subscription Agreement and, if the subscription is accepted by the General Partner, the Partnership Agreement constitute the entire agreement among the parties hereto with respect to their subject matter and supersedes all prior agreements, whether written or oral, with respect to that subject matter. [Signature Page to Follow] 14 1/2457657 2 IN WITNESS WHEREOF, the undersigned have executed this Subscription Agreement, or caused this Subscription Agreement to be executed by its duly authorized representative, effective as of the _14_ day of _July , 2014. THE SUBSCRIBER: BOARD OF TRUSTEES OF THE EMPLOYEE'S PENSION PLAN OF THE CITY OF CLEARWATER, FLORIDA By: — CtQ.la t4 Cr C t0 f Ap.r George N. Cretekos Chairpers n art aufman ension • rney ACCEPTED AND AGREED: MOLPUS WOODLANDS FUND IV, L.P. By: Molpus Woodlands Fund IV -GP, LLC Its: General Partner By: Molpus Woodlands Group, LLC Its: Manager 1/2457657.2 Attest: Rosemarie Call City Clerk By: Name: Its: Effective as of: , 2014 15 EXHIBIT A AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF MOLPUS WOODLANDS FUND IV, L.P. (See attached.) 1/2457657 2 EXHIBIT B Section 2(a)(51)(C) of the Investment Company Act: (C) The term "qualified purchaser" does not include a company that, but for the exceptions provided for in paragraph (1) or (7) of Section 3(c), would be an investment company (hereafter in this paragraph referred to as an "excepted investment company "), unless all beneficial owners of its outstanding securities (other than short-term paper), determined in accordance with Section 3(c)(1)(A), that acquired such securities on or before April 30, 1996 (hereafter in this paragraph referred to as "pre- amendment beneficial owners "), and all pre- amendment beneficial owners of the outstanding securities (other than short-term paper) or 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. Unanimous consent of all trustees, directors, or general partners of a company or trust referred to in clause (ii) or (iii) of subparagraph (A) shall constitute consent for purposes of this subparagraph. 1/2457657.2 Rule 2a51 -2. Definitions of Beneficial Owner For Certain Purposes Under Sections 2(a)(51) and 3(c)(7) and Determining Indirect Ownership Interests. (a) Beneficial Ownership: General. Except as set forth in this section, for purposes of Sections 2(a)(51)(C) and 3(c)(7)(B)(ii) of the Act, the beneficial owners of securities of an excepted investment company (as defined in Section 2(a)(51)(C) of the Act) shall be determined in accordance with Section 3(c)(1) of the. Act. (b) Beneficial Ownership: Grandfather Provision. For purposes of Section 3(c)(7)(B)(ii) of the Act, securities of an issuer beneficially owned by a company (without giving effect to Section 3(c)(1)(A) of the Act ( "owning company ") shall be deemed to be beneficially owned by one person unless: (1) The owning company is an investment company or an excepted investment company; (2) The owning company, directly or indirectly, controls, is controlled by or is under common control with the issuer; and (3) On October 11, 1996, under Section 3(c)(1)(A) of the Act as then in effect, the voting securities of the issuer were deemed to be beneficially owned by the holders of the owning company's outstanding securities (other than short-term paper), in which case, such holders shall be deemed to be beneficial owners of the issuer's outstanding voting securities. (c) Beneficial Ownership: Consent Provision. For purposes of Section 2(a)(51)(C) of the Act, securities of an excepted investment company beneficially owned by a company (without giving effect to Section 3(c)(1)(A) of the Act ( "owning company ") shall be deemed to be beneficially owned by one person unless: (1) The owning company is an excepted investment company; (2) The owning company directly or indirectly controls, is controlled by, or is under common control with, the excepted investment company or the company with respect to which the excepted investment company is, or will be, a qualified purchaser; and (3) On April 30, 1996, under Section 3(c)(1)(A) of the Act as then in effect, the voting securities of the excepted investment company were deemed to be beneficially owned by the holders of the owning company's outstanding securities (other than short-term paper), in which case the holders of such excepted company's securities shall be deemed to be beneficial owners of the excepted investment company's outstanding voting securities. (d) Indirect Ownership: Consent Provision. For purposes of Section 2(a)(51)(C) of the Act, an excepted investment company shall not be deemed to indirectly own the securities of an excepted investment company seeking a consent to be treated as a qualified purchaser ( "qualified purchaser company ") unless such excepted investment company, directly or indirectly, controls, is controlled by or is under common control with, the qualified purchaser company or a company with respect to which the qualified purchaser company is or will be a qualified purchaser. (e) Required Consent: Consent Provision. For purposes of Section 2(a)(51)(C) of the Act, the consent of the beneficial owners of an excepted investment company ( "owning company ") that beneficially owns securities of an excepted investment company that is seeking the consents required by Section 2(a)(51)(C) ( "consent company ") shall not be required unless the owning company directly or indirectly controls, is 1/2457657.2 controlled by, or is under common control with, the consent company or the company with respect to which the consent company is, or will be, a qualified purchaser. Notes to Rule 2a51 -2. 1. On both April 30, 1996 and October 11, 1996, Section 3(c)(1)(A) of the Act as then in effect provided that: (A) Beneficial ownership, by a company shall be deemed to be beneficial ownership by one person, except that, if the company owns 10 per centum or more of the outstanding voting securities of the issuer, the beneficial ownership shall be deemed to be that of the holders of such company's outstanding securities (other than short-term paper) unless, as of the date of the most recent acquisition by such company of .securities of that issuer, the value of all securities owned by such company of all issuers which are or would, but for the exception set forth in this subparagraph, be excluded from the definition, of investment company solely by this paragraph, does not exceed 10 per centum of the value of the company's total assets. Such issuer nonetheless is deemed to be an investment company for purposes of Section 12(d)(1). 2. Issuers seeking the consent required by Section 2(a)(51)(C) of the Act should note that Section 2(a)(51)(C) requires an issuer to obtain the consent of the beneficial owners of its securities and the beneficial owners of securities of any "excepted investment company" that directly or indirectly owns the securities of the issuer. Except as set forth in paragraphs (d) (with respect to indirect owners) and (e) (with respect to direct owners) of this section, nothing in this section is designed to limit this consent requirement. 1/2457657.2 EXHIBIT C Joinder Agreement 1/2457657 2