BambooBoss Growth Partners I LP

BambooBoss Growth Partners I LP
Managed by BambooBoss Growth Partners LLC
Sarasota Office
1990 Main Street
Seventh Floor
Sarasota, Florida 34236
(941) 208-2000 IR@bbgrowthpartners.com

1. Application.The undersigned subscriber ("Subscriber") hereby applies for a limited partnership interest ("Interest") in the Company, to reflect the subscription amount set forth below under "Registration Information." Funds in the amount of the subscription accompany this Subscription Agreement or will be provided in a form and at a time acceptable to the Manager. Subscriber acknowledges that unless the Manager in its discretion agrees otherwise, the Company will hold subscription proceeds that are not received in a timely manner in the Company's subscription account until the next subscription acceptance date.


2. Memorandum. Subscriber declares that he has carefully read, understands, and agrees to abide by the terms and conditions set forth in the Private Offering Memorandum.


3. Information Available. Subscriber confirms that the Company has made available to Subscriber the opportunity to ask questions of, and receive answers from, the Company concerning the Company and the terms and conditions of this offering, and to obtain any additional non-proprietary information which the Company has in its possession or was able to acquire without unreasonable effort or expense that was necessary to verify the accuracy of the information in the Memorandum.


4. Legal Requirements. All legal requirements necessary or appropriate in connection with the purchase of the Interest have been complied with and each person signing this Subscription Agreement has full legal authority, capacity and power to do so and Subscriber is not precluded by law, contract or otherwise from purchasing an Interest.


5. Subscriptions. Subscriber understands that this subscription, once made, is irrevocable by Subscriber, and that the Manager and/or BambooBoss Growth Partners LLC (the "Management Company") will advise Subscriber as soon as practicable whether this Subscription Agreement, together with all or a portion of the subscription amount, has been accepted or rejected. Subscriptions may be rejected in whole or in part by the Manager in its sole and absolute discretion.


6. Payments. Subscriber understands that any wire transfers sent to a financial institution pursuant to Subscriber's requested instruction will constitute payment to Subscriber and relieve the Company of any further obligation to Subscriber with respect to the amounts so paid, and Subscriber releases the Company from any further obligation with respect thereto. Subscriber understands that the Company may impose such procedures as it deems appropriate before it will act upon any payment instructions from Subscriber.


7. Reliance on Information Provided. Subscriber acknowledges that in deciding to invest in the Company, Subscriber has relied solely upon the information in the Memorandum and nothing else. Subscriber acknowledges that no person is authorized to give any information or to make any statement not contained in the Memorandum, and that any information or statement not contained in the Memorandum must not be relied upon as having been authorized by the Company.


8. Securities Act of 1933 and Blue Sky Laws. Subscriber understands that the offering and sale of Interests are intended to be exempt from registration or qualification under the Securities Act of 1933, as amended (the "1933 Act") and any applicable state or other securities laws and that the Company and the offering of the Interests have not been approved, disapproved, or passed on by any federal or state agency or commission or by any exchange or other self-regulatory organization. Subscriber has a substantive and pre-existing relationship with the Manager, its members, or its principals, employees, or agents.


9. Investment Company Act of 1940. Subscriber understands and agrees that the Company is intended to be exempt from registration, and will not register, under the Investment Company Act of 1940, as amended (the "1940 Act"). Accordingly, Subscriber represents and warrants, except to the extent otherwise previously specifically disclosed to the Manager in writing by the Subscriber, that (a) it is, and the Interest to be held by Subscriber in the Company will be considered to be beneficially owned by, "one person" for purposes of Section 3(c)(1) of the 1940 Act, (b) it is holding the Interest for its own account and not for the account of any other person, (c) it does not invest more than 40% of its total assets in any single entity, including the Company, which is excluded from the definition of an investment company solely by reason of Section 3(c)(1) of the 1940 Act, and (d) if an entity, Subscriber further represents and warrants that: (i) Subscriber was not formed for the purpose of investing in the Company or to permit the Company to avoid classification as an investment company under the 1940 Act; (ii) Subscriber (as opposed to its beneficial owners) is not making this investment with a principal purpose of enabling the Company to satisfy the 100 person "safe-harbor" for avoiding "publicly traded" Company status under the Internal Revenue Code; (iii) Subscriber is not an "investment company" within the meaning of the 1940 Act and would not be an investment company but for the exceptions to the definitions of investment company provided by Sections 3(c)(1) or 3(c)(7) thereof; (iv) the holders of beneficial interests in the Subscriber are not able to decide individually whether to participate, or the extent of their participation in the Subscriber's investment in the Company; (v) the Subscriber is not a defined contribution plan which allows participants to determine whether or how much will be invested in investments on their behalf; (vi) to the best of the Subscriber's knowledge, the Subscriber does not control, is not under common control with, or controlled by, any other investor in the Company; and (vii) no persons other than the Subscriber will have a beneficial interest in the Interest to be acquired hereunder (other than as a beneficial owner of an equity interest in the Subscriber). Subscriber hereby consents to the treatment of the Company as a Qualified Purchaser under Section 2(a)(51)(A) of the 1940 Act with respect to any investments by the Company in other funds, and hereby represents and warrants that it has obtained the consent to such treatment of the Company from each of its beneficial owners as required under Section 2(a)(51)(C) of the 1940 Act and Rule 2(a)(51)-2(a) and (c)-(e) promulgated thereunder.


10. Consent to Conversion of Company to a 3(c)(7) Fund. The Company is being operated as a fund under Section 3(c)(1) of the 1940 Act. As a result, the number of members in the Company is limited to 99 persons. Subscriber understands that if the Company approaches this 100 person limit, the Manager intends to convert the Company into a fund that operates under Section 3(c)(7) of the 1940 Act. Subscriber hereby consents to such a conversion and, if at the time such a conversion occurs it is not a "qualified purchaser" as defined in the 1940 Act, it agrees to have its Interest in the Company exchanged for interests in a new Limited Partnership (the "New 3(c)(1) Fund") that is identical to the Company in all material respects, including its investment strategies and objectives, except that investors in the New 3(c)(1) Fund will not be required to be "qualified purchasers." Subscriber hereby further consents to, and authorizes the Manager to take whatever actions and grants to the Manager whatever rights are necessary, on its behalf, to effect such a conversion and exchange.


11. Disposition.Subscriber understands and agrees that the Interest may not be offered for sale, sold, pledged, hypothecated, transferred, assigned, or otherwise disposed of (collectively "Dispose"), and Subscriber will not Dispose or attempt to Dispose of its Interest without the prior written consent of the Manager, which consent may be granted or withheld in the Manager's sole and absolute discretion. Subscriber also understands that the Interest may not be resold unless subsequently registered or unless an exemption from registration is available, and that Subscriber does not have the right to require such registration. Subscriber further understands that Rule 144 under the 1933 Act will not be available to permit resale of the Interest and that there is and will be no public market for the Interest.


12. Suitability. Subscriber represents and warrants that (a) Subscriber meets the suitability requirements set forth in the Memorandum, (b) the purchase of the Interest represents risk capital, (c) Subscriber is able to afford an interest in a speculative venture having the risks and objectives of the Interest and can sustain a loss of this entire investment, 
    (d) Subscriber is not precluded by law, contract or otherwise from purchasing the Interest, (e) Subscriber, either alone or with its financial advisor(s), is experienced in investments of this kind, is capable of evaluating the merits and risks of this investment, and has not relied upon a Purchaser Representative in determining whether to invest in the Company, and (f) Subscriber, or any person controlling, controlled by, or under common control with the Subscriber or any person having a beneficial interest in the Subscriber, is not a "Prohibited Investor" as such term is defined in Appendix 1, and Subscriber is not investing and will not invest in the Company on behalf of or for the benefit of any "Prohibited Investor."


13. Fiduciary Capacity. If Subscriber is purchasing an Interest in a fiduciary capacity, all statements made herein relate to the person or entity for whom Subscriber is acting.


14. Information Provided. The information provided by Subscriber under "Registration Information," the Accredited Investor Certification, Qualified Client Certification, ERISA Questionnaire, "New Issues" Questionnaire, and each other required Questionnaire is true and correct and may be relied upon conclusively by the Company and its agents. Subscriber hereby confirms that the Company and the Manager are each authorized and instructed to accept and execute any instructions given by Subscriber by facsimile or e-mail. If instructions are given by Subscriber by facsimile or e-mail, Subscriber undertakes to forward the original immediately by post to the Manager and agrees to keep each of the Company, Manager, the Management Company and the Manager indemnified against any loss of any nature whatsoever arising to any of them as a result of any of them acting upon facsimile or e-mail instructions. The Manager, the Company, and the Management Company may rely conclusively upon and shall incur no liability in respect of any action taken upon any notice, consent, request, instructions or other instrument believed in good faith to be genuine or to be signed by properly authorized persons.


15. Other Documentation. Subscriber understands that the Company may require other documentation in addition to this Subscription Agreement prior to deciding whether to accept this subscription, and Subscriber agrees to provide it, if reasonably requested.


16. Taxpayer Certification Concerning Status as a U.S. Person. Subscriber certifies that the information provided in Exhibit B to Appendix III is true and complete in all respects. Subscribers who are U.S. citizens or residents and who fail to provide their correct Social Security or taxpayer identification numbers could be subject to United States withholding tax on a portion of their distributive shares of the Company's income.


17. Company Status. Subscriber shall not become a Member until the Subscriber's name is entered as a Member on the books and records of the Company.


18. Powers of Attorney.




• Appointment of Manager for Administration Matters. Subscriber hereby irrevocably constitutes and appoints the Manager the true and lawful attorney-in-fact of Subscriber in Subscriber's name, place and stead to make, execute, sign, acknowledge, swear to, record, deliver and file any of the following documents: (i) the Company Agreement and all documents permitted to be executed thereunder, and (ii) to the extent consistent with the provisions of the Company Agreement (A) all amendments and/or restatements of the Company Agreement adopted in accordance with the provisions thereof, (B) all documents that may be required to effect the dissolution and termination of the Company pursuant to the Company Agreement and the cancellation of the Certificate of Limited Partnership, and (C) otherwise to take any such further action as may be necessary in connection with any aspect of the operations of the Company by giving the Manager full power and authority to do and perform each and every act and thing whatever requisite and necessary to be done in and about the foregoing as fully as the undersigned might or could do if personally present, and by hereby ratifying and confirming all that the Manager shall lawfully do or cause to be done by virtue thereof.


• Appointment of Manager for Investment and Trading. Subscriber hereby authorizes the Manager, as its true and lawful agent and attorney-in-fact, with full power and discretionary authority to act in the Company's name, place and stead, to buy, sell (including short sales), hold and trade in securities on margin or otherwise, and to make all of the Company's trading and investment decisions, for the Company's account and risk, and to vote all proxies held by the Company.


• Coupled With an Interest. These foregoing powers of attorney are coupled with an interest, are irrevocable and shall survive and be unaffected by any subsequent disability, or incapacity of Subscriber (or if Subscriber is an entity, by the dissolution or termination thereof).




19. Liability and Indemnification.




• Liability. Subscriber agrees that neither the Company, nor the Manager, the Management Company or any of their respective principals, members, directors, officers or employees, shall incur any liability (i) in respect of any action taken upon any information provided to the Company by Subscriber or for relying on any notice, consent, request, instructions, or other instrument believed in good faith to be genuine or to be signed by properly authorized persons on behalf of Subscriber, including any document transmitted by facsimile or e-mail, or (ii) for adhering to Anti-Money Laundering Obligations set out in Declaration 21 or otherwise, or for adhering to any other legal requirement whether now or hereinafter in effect.


• Indemnification. Subscriber agrees that it will indemnify and hold harmless the Company, the Manager, the Management Company, the Manager and each of their respective principals, members, directors, officers and employees from and against any and all direct and consequential loss, damage, liability, cost or expense (including reasonable attorneys' and accountants' fees, whether incurred in an action between the parties hereto or otherwise) (each, a "Loss") which the Company or any one of them may incur by reason of or in connection with (i) any misrepresentation made by Subscriber or any of Subscriber's agents, any breach of any representation or warranty of Subscriber or the failure by Subscriber to fulfill any of its covenants or agreements in this Subscription Agreement or in any other document delivered by the undersigned to the Company, (ii) the assertion of the Subscriber's lack of proper authorization from the Beneficial Owner(s) (as defined in Declaration 21) to execute and perform the obligations under this Subscription Agreement, and (iii) Declaration 21, or complying with any law, whether now or hereafter in effect, which is designed to combat international terrorism or to detect criminal activity.




20. Anti-Money Laundering.




• General. Subscriber acknowledges that due to anti-money laundering requirements operating in the United States, as well as the Company's own internal anti-money laundering policies, the Company may require further identification of the Subscriber and the source of subscription funds before this Subscription Agreement can be processed, subscription monies accepted, or a withdrawal request can be processed. The Company, the Manager, the Management Company and each of their respective principals, members, directors, officers, and employees shall be held harmless and indemnified against any Loss arising as a result of a failure to process this Subscription Agreement or a withdrawal application if any information that has been required by an indemnified party has not been satisfactorily provided by the Subscriber. Subscriber further acknowledges that all subscription payments transferred to the Company must originate directly from a bank or brokerage account in the name of Subscriber. Subscriber represents and warrants that it is not involved in any money laundering scheme and that acceptance by the Company of this application to subscribe for an Interest in the Company, together with acceptance of the appropriate remittance, will not breach any applicable rules and regulations designed to avoid money laundering, including the provisions of the Bank Secrecy Act
  * See Appendix 1 for definitions of terms used in this Declaration, as amended. Specifically, the Subscriber represents and warrants that all evidence of identity provided is genuine and all related information furnished and to be furnished is accurate. In order to comply with the anti-money laundering regulations applicable to the Company and the Manager, the sample bank letter attached hereto as Appendix 2 should be completed by the financial institution which will be remitting the subscription monies on behalf of the subscriber.




21. Beneficial Ownership.




1. Subscriber represents and warrants that it is subscribing for an Interest for Subscriber's own account and own risk, and unless (A) Subscriber advises the Company to the contrary in writing and (B) identifies with specificity supplementally each beneficial owner on whose behalf Subscriber is acting, Subscriber represents that it is not acting as a nominee for any other person or entity, and no other person or entity will have a beneficial or economic interest in Subscriber's Interest. Subscriber also represents that it does not have the intention or obligation to sell, distribute or transfer the Interest, directly or indirectly, to any other person or entity or to any nominee account.
   


2. If the Subscriber is (A) acting as trustee, agent, representative or disclosed nominee for another person or entity, or (B) an entity investing on behalf of underlying investors (including a Fund-of-Funds), other than a publicly traded company listed on an organized exchange (or a subsidiary or a pension fund of such a company) based in a Financial Action Task Force ("FATF") Compliant Jurisdiction (the persons, entities and underlying investors referred to in (A) and (B) being referred to collectively as the "Beneficial Owners"), Subscriber represents and warrants that:
   




• Subscriber understands and acknowledges the representations, warranties and agreements made herein are made by Subscriber (a) with respect to Subscriber, and (b) with respect to the Beneficial Owners;
  


• Subscriber has all requisite power and authority from the Beneficial Owners to execute and perform the obligations under this Subscription Agreement;
  


• Subscriber has adopted and implemented anti-money laundering policies, procedures and controls that comply with, and will continue to comply in all respects with, the requirements of applicable anti-money laundering laws and regulations; and
  


• Subscriber has verified the identity of or has access to the identity of all Beneficial Owners and their source of funds, holds evidence of or has access to such information, and (a) will make such information available to the Company upon request, or (b) will provide a written certificate of a senior officer of Subscriber with respect to the Subscriber's compliance with the anti-money laundering policies, procedures and controls in the form of Exhibit A to Appendix 3 hereto, and, in either case, has procedures in place to ensure that no Beneficial Owner is a Prohibited Investor.
  




3. Subscriber further represents and warrants that, to the best of its knowledge and belief, neither the Beneficial Owners nor any person controlling, controlled by, or under common control with the Beneficial Owners, nor any person having a beneficial or economic interest in the Beneficial Owners, is a Prohibited Investor or, unless disclosed to the Company in writing, a Senior Foreign Political Figure or a member of the Immediate Family or a Close Associate of a Senior Foreign Political Figure, and Subscriber is not investing and will not invest in the Company on behalf or for the benefit of any Prohibited Investor. Subscriber agrees promptly to notify the Company of any change in information affecting the representations and warranties in this Declaration 21.
   




22. Source of Funds. Subscriber represents and warrants that the funds being used to make this investment are not derived from any unlawful or criminal activities, and that Subscriber has accurately and fully answered all questions directed to the Subscriber, either orally or in writing, with respect to the source of funds being used to make this investment.


23. Misstatements, Suspicious Activity, and Prohibited Investor Sanctions. Subscriber acknowledges that: (a) any misstatement will result in an immediate withdrawal of Subscriber's Interest(s), (b) if the Company or its agents has a suspicion that a payment to the Company (by way of subscription or otherwise) or a payment from the Company (by way of withdrawal or otherwise) contains the proceeds of criminal conduct, that person may report such suspicion to the proper legal authorities, and (c) if the Company or its agents believe that Subscriber or a Beneficial Owner of Subscriber is a Prohibited Investor, the Company may be obligated to freeze Subscriber's investment, decline Subscriber's withdrawal requests or segregate the assets constituting Subscriber's investment with the Company in accordance with applicable law.


24. Withdrawals and Transferability:
    Generally permitted annually with at least ninety (90) days prior written notice of such withdrawal following the initial lock-up period of one (5) years following the date of each Limited Partner’s respective Capital Contribution to the Partnership. A Limited Partner may not pledge, assign, sell, exchange or transfer its Interest (or any portion thereof), except with the consent of the General Partner, which consent may be given or withheld in its sole and absolute discretion.


25. Miscellaneous.




• Entire Agreement. This Subscription Agreement and the Company Agreement represent the entire agreement of the parties with respect to the subject matter hereof and may not be changed or terminated, except in a writing signed by Subscriber and the Manager, or in the case of the Company Agreement, in accordance with procedures for amendments as set forth therein.
  


• Waivers. No waiver by any party of any breach of any term of this Subscription Agreement shall be construed as a waiver of any subsequent breach of that term or any other term of the same or of a different nature.
  


• Electronic Receipt of Important Documents. Subscriber agrees to the receipt of important documents from the Manager, the Management Company, and the Manager by e-mail at the e-mail address that Subscriber shall provide in the "Registration Information" section below. Such important documents include, but are not limited to, the Company's annual financial statements, and any other periodic reports or disclosure documents provided by the Manager, the Management Company, and the Manager. If Subscriber changes its e-mail address, Subscriber must promptly provide written notice to: BambooBoss Growth Partners LLC. Neither the Company, the Management Company nor the Manager will be held responsible for any failure of receipt of important documents delivered by e-mail in accordance with this section.
  


• Soft Dollars. Subscriber acknowledges and agrees to the use of the research products and services by the Manager, as discussed in the Memorandum, even if such use is not within the "safe harbor" of Section 28(e) of the U.S. Securities Exchange Act of 1934, as amended.


• Binding Nature. This Subscription Agreement and the rights, powers, and duties set forth herein shall bind and inure to the benefit of the heirs, executors, Managers, legal representatives, successors, and assigns of the parties hereto.
  


• Counterparts. This Subscription Agreement may be executed in one or more counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.
  


• Governing Law. This Subscription Agreement shall be deemed to have been made under, and shall be governed by, and construed in accordance with, the internal laws of the State of Delaware (excluding the law thereof which requires the application of or reference to the law of any other jurisdiction).
  


• Arbitration. Any claim for money damages between the parties in connection with this Subscription Agreement and/or in connection with the Company shall be resolved by binding arbitration on an expedited basis in the State and City of New York in accordance with the then prevailing securities rules of the American Arbitration Association ("AAA") and any judgment may be entered into any court having jurisdiction thereof. In any such arbitration, to the extent permissible under AAA rules, (i) arbitrators shall be knowledgeable in industry standards and practices, (ii) the authority of the arbitrators shall be limited to construing and enforcing the express terms of this Subscription Agreement and the Company Agreement, and (iii) the arbitrators shall state the reasons for the award in a written opinion. If for any reason it is determined by a court of competent jurisdiction or the AAA that the AAA is not the appropriate arbitration forum to resolve the claim, the claim shall be resolved before such other arbitration forum as the Manager shall select.
  


• Joint and Several Undertaking. If more than one person is signing this Subscription Agreement as Subscriber, each undertaking, declaration, representation, warranty, affirmation or appointment herein shall be a joint and several undertaking, declaration, representation, warranty, affirmation or appointment of all such persons. Actions of any one joint Subscriber pursuant to this Subscription Agreement shall bind all Subscribers. A subscription in joint names creates a joint tenancy with right of survivorship.
  


• Swap or Derivative Transactions. Subscriber represents and warrants that Subscriber has not entered into and will not enter into, in connection with the purchase of an Interest, whether directly or indirectly, a swap, variable insurance or annuity contract, structured note, option or other derivative instrument, the return or value of which is or will be based in whole or in part on the return of the Company and/or the Interest, in any such instance, unless Subscriber has disclosed the same in writing to the Company and provided any additional information required by the Company.
  

This Questionnaire is designed to determine whether you are a Restricted Person under NASD Rule 2790 having a Beneficial Interest' in New Issues that may be purchased indirectly by the Company. Additional information or documentation to support your responses to this Questionnaire may be required.

If subscriber is an individual, the grantor of a revocable trust, or an IRA or a single member plan (including a Keogh Plan covering only a self-employed individual), please answer questions 1-9. Questions answered for IRA and other single member plans should be answered with respect to the beneficial owner of the plan. If the response “Yes” to any question, you are a Restricted Person.

QUESTIONS: All capitalized terms used herein are defined on the next page.

1. Subscription forms, investor questionnaires, account forms, and other information provided by the Investor in writing, in person, by telephone, electronically or by any other means. This information includes name, address, employment information, and financial and investment qualifications;


2. Transactions within the Fund, including account balances, investments, withdrawals/redemptions and fees;


3. Other interactions with our affiliated companies (for example, discussions with our staff)

1. To respond to a subpoena or court order, judicial process or regulatory inquiry;


2. In connection with a proposed or actual sale, merger, or transfer of all or a portion of its business;


3. To protect or defend against fraud, unauthorized transactions (such as money laundering), law suits, claims or other liabilities;


4. To service providers of BambooBoss Growth Partners LLC in connection with the administration and operations of the Company, and the Fund, which may include brokers, attorneys, accountants, auditors, administrators or other professionals;


5. To process or complete transactions requested by an Investor.

1. Completed Subscription Documents duly executed.


2. Copy of driver’s license, passport or other government issued picture identification duly certified.


3. Proof of current address (e.g. current utility bill) if not included in 2 above.