(INVESTORS): PLEASE CHECK ALL BOXES BELOW THAT APPLY TO YOUR CIRCUMSTANCES
INDIVIDUALS
___________ (a) My individual net worth, or joint net worth with my spouse, exceeds USD $1,000,000, excluding the estimated fair market value of my primary residence. In determining my net worth, I have increased my liabilities by the dollar amount of any indebtedness secured by the primary residence that exceeds the market value of the residence.
In the event the estimated fair market value of my primary residence exceeds the amount of any mortgage or other indebtedness secured by my primary residence, both the value of the residence and the amount of such indebtedness are ignored in the calculation of net worth. However, if the amount of such indebtedness exceeds the estimated fair market value of my primary residence, then the amount of such excess must be deducted from the value of your assets in the calculation of net worth.
(b) My individual income (without my spouse) was in excess of $200,000 in the preceding two years or joint income with my spouse was in excess of $300,000 in each of those years, and I reasonably expect an income reaching the same income level in the current year. For purposes of this Questionnaire, individual income means adjusted gross income, as may be reported for federal income tax purposes, less any income attributable to a spouse or to property owned by a spouse, increased by the following amounts (but not including any amounts attributable to a spouse or to property owned by a spouse): (i) the amount of any tax exempt interest income received; (ii) the amount of losses claimed as shareholder, member or limited partner in any entity or business venture; (iii) any deduction claimed for depletion; (iv) deductions for alimony paid; (v) amounts contributed to an IRA or Keogh retirement plan; and (vi) any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income pursuant to the provisions of Section 1202 of the Internal Revenue Code.
(c) I do not qualify under (a) or (b) above, but I am, or my investor representative is, knowledgeable and sophisticated in business matters.
(d) I do not qualify under (a) or (b) above, and I am not sophisticated or knowledgeable in business matters.
(e) I am a director or executive officer of the Partnership or its subsidiaries, if any.
If you checked (c) above and you have an Investor Representative, please have your Investor Representative complete the Confidential Prospective Investor Questionnaire in Exhibit A attached to the Subscription Agreement.
ENTITIES
(f) Investor is an entity all of whose equity owners meet one of the tests set forth in (a) through (c) above.
(g) Investor is an entity, and one or more of the following statements is applicable (check the applicable boxes):
____ (i) Investor (or, in the case of a trust, the trustee), is a bank or savings and loan association as defined in Sections 3(a)(2) and 3(a)(5)(A), respectively, of the Securities Act acting either in its individual or fiduciary capacity.
____ (ii) Investor is an insurance company as defined in Section 2(13) of the Securities Act.
____ (iii) Investor is 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.
____ (iv) Investor is 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.
____ (v) Investor is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 and either (check one or more, as applicable):
____ (a) The investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser; or
____ (b) The employee benefit plan has total assets in excess of USD $5,000,000; or
____ (c) The plan is a self-directed plan with investment decisions made solely by persons who are “Accredited Investors” as defined under the 1933 Act.
____ (vi) Investor is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
____ (vii) Investor has total assets in excess of USD $5,000,000, was not formed for the specific purpose of purchasing the Units and is one or more of the following (check one or more, as appropriate):
____ (a) an organization described in Section 501(c)(3) of the Internal Revenue Code; or
____ (b) a corporation; or
____ (c) a Massachusetts or similar business trust; or
____ (d) a partnership; or
____ (e) a plan established by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees.
____ (viii) Subscriber is a trust with total assets exceeding USD $5,000,000, which was not formed for the specific purpose of purchasing the Units and whose purchase is directed by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the investment.
EXHIBIT A
CONFIDENTIAL PROSPECTIVE INVESTOR REPRESENTATIVE
QUESTIONNAIRE
A. PROSPECTIVE INVESTOR INFORMATION.
1. Name of Investor: _____________________________________
2. Name of Investor’s Representative:
_________________________________________________________________
Address (City, State and Zip): ________________________________________
Telephone Number:_________________________________________________
Fax #: ____________________________________________________________
3. Amount to Invest:_______________________________________________
E-mail address: _____________________________________________________
2. As of the date of this Questionnaire, the undersigned Investor Representative of Subscriber represents and warrants that Investor Representative is a “sophisticated person” in that Investor Representative has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment with us by making an informed investment decision with respect thereto.
3A. Please describe the knowledge and experience you possess that enables you to evaluate the merits and risks of an investment in this investment.
________________________________________________________________________
________________________________________________________________________
3. As of the date of this Questionnaire, the undersigned Investor Representative represents and warrants that the Investor Representative is capable of reading, interpreting and understanding financial statements.
4. As of the date of this Questionnaire, the undersigned Investor Representative represents and warrants that he or she has invested in the common or preferred stock, limited partnership interests, or other securities of companies comparable to us that involved non-trading, and/or thinly traded securities and penny stocks, unregistered securities, restricted securities and high-risk investments.
5A. Describe what type of prior investments you have participated in and the
amounts involved:
Nature of Investment Amount Invested
______________________________ ______________________________
______________________________ ______________________________
2. As of the date of this Questionnaire, the undersigned Investor Representative represents and warrants that the Investor Representative recognizes the highly speculative nature of an investment in the cryptocurrency option contracts, and the Investor Representative represents that he or she acknowledges this fact. Partnership, its business, operations and financial condition, and has been provided with all information pertaining to the us that it has requested.
3.Please describe your educational background:
________________________________________________________________________
________________________________________________________________________
4.Professional licenses or registrations, including professional certifications, licenses and governmental registrations, if any;
________________________________________________________________________
________________________________________________________________________
5. Prior employment, positions or occupations during the past five years (and the inclusive dates of each) are as follows:
Employment or Occupation: ________________________________________________
Nature of Responsibility: ___________________________________________________
Dates From/To: _______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
B. REPRESENTATIONS AND WARRANTIES OF INVESTOR REPRESENTATIVE.
The undersigned understands that we will be relying on the accuracy and completeness of the responses to the foregoing questions and represents and warrants by us as follows:
1. The answers to the above questions are complete and correct and may be relied upon by the us in determining whether the investor is suitable to invest and whether the offering in which the undersigned proposes to participate is exempt from registration under the Securities Act of 1933 and the rules promulgated thereunder;
2. The undersigned will notify immediately of any material change in any statement made herein occurring prior to the completion of the Agreement.
* All applicable questions in this Confidential Prospective Investor Questionnaire must be fully completed.