SEAVIEW MEZZANINE FUND LP AGREEMENT OF LIMITED PARTNERSHIP Dated as of December 8, 2004Joinder Agreement • July 1st, 2005 • WQN, Inc. • Services-business services, nec • Delaware
AGREEMENT OF LIMITED PARTNERSHIP, dated and effective as of December 8, 2004, among SeaView GP, LLC, a Delaware limited liability company (in its capacity as a general partner of the Partnership) and the Private Limited Partners named in Schedule A attached to this Agreement, as amended from time to time. The parties, in consideration of their mutual agreements stated in this Agreement, agree to become partners and to form a limited partnership under the Act. The purpose of the Partnership is to operate as a small business investment company under the SBIC Act, licensed by SBA for the period and upon the terms and conditions stated in this Agreement. The parties further agree as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • July 1st, 2005 • WQN, Inc. • Services-business services, nec
The undersigned (the “Investor”) hereby subscribes for and agrees, subject to the terms and conditions of this Subscription Agreement: (i) to purchase a Limited Partnership Interest (the “Interest”) in Seaview Mezzanine Fund LP, a limited partnership formed pursuant to the laws of State of Delaware (the “Partnership”), at the commitment amount set forth above (“Commitment Amount”), payable in the manner and at the times provided in the Seaview Mezzanine Fund LP Limited Partnership Agreement (as it may be amended, the “Partnership Agreement”), (ii) to become a party to the Partnership Agreement and (iii) to become a limited partner of the Partnership (a “Limited Partner”). The Investor understands that this subscription is not revocable by the Investor.
