WIND POINT PARTNERS VIII-A, L.P. WIND POINT PARTNERS VIII-B, L.P. Private Placement of Limited Partner Interests SUBSCRIPTION BO
confidential WIND POINT PARTNERS VIII-A, L.P. WIND POINT PARTNERS VIII-B, L.P. Private Placement of Limited Partner Interests SUBSCRIPTION BOOKLET confidential confidential WIND POINT PARTNERS VIII-A, L.P. WIND POINT PARTNERS VIII-B, L.P. INSTRUCTIONS FOR SUBSCRIBERS In order to provide certain United States tax-exempt investors and non-United States investors the opportunity to invest through a structure designed to block certain taxable income from investments in flow-through entities for U.S. federal income tax purposes, while allowing United States taxable investors to avoid corporate level tax on such investments, Wind Point Partners VIII-A, L.P. (the "Main Fund") and Wind Point Partners VIII-B, L.P. (the "Blocker Fund" and collectively with the Main Fund, the "Partnership") will operate as two parallel funds generally participating on a pro rata basis in each Partnership investment as set forth in the Agreement of Limited Partnership of each of the Main Fund and the Blocker Fund, and any existing amendments thereto (such agreements, as amended, modified and/or restated from time to time in accordance with their respective terms, collectively, the "Partnership Agreement"). While it is expected that United States taxable and certain tax-exempt investors generally will invest through the Main Fund, and that certain tax-exempt and non-United States investors will instead opt to invest through the Blocker Fund, any Subscriber (as defined below) may elect to participate in either the Main Fund or the Blocker Fund by checking the applicable box on the Subscription Agreement signature page. This Subscription Booklet contains: (i) a Subscription Agreement (the "Subscription Agreement"), (ii) a Power of Attorney (the "Power of Attorney"), (iii) two forms of an Investor Qualification Statement (the "IQS."), (iv) a Supplemental Investor Qualification Statement for Canadian Subscribers (the "Supplemental IQS"), and (v) a Form W-9 of the Internal Revenue Service.
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