Private Placement Offering Terms for KUE Units

17. ELIGIBLE INVESTORS 17.1. UNITED STATES SECURITIES ACT OF 1933 The Units will not be registered under the Securities Act, in reliance upon the exemption from registration provided by Section 4({2) of the Securities Act and will not be registered under the securities laws of any jurisdiction. Accordingly, the Units are initially being offered and sold only to “accredited investors.” Each investor is required to enter into a Subscription Agreement to purchase the Units. In the Subscription Agreement, it will be required to represent, among other customary private placement representations, as follows: « that it is an “accredited investor” (as such term is defined in Regulation D under the Securities Act); « that it has carefully read and understood this Memorandum and the organizational documents of KUE in their entirety and that it has relied on such documents in making its investment decision; e that it has had an opportunity to receive answers from KUE to its questions regarding the Units and other matters pertaining to its investment, and it has obtained all additional information it has requested from KUE to verify the accuracy of the information furnished to it; « that it is capable of evaluating the merits and risks of purchasing the Units and of making an informed investment decision with respect thereto; e that its financial situation is such that it can afford to bear the economic risk of holding the Units as an illiquid investment for an indefinite period of time, and it can afford to suffer the complete loss of its investment; s that itis acquiring the Units for its own account for investment purposes only and not with a view to resale or distribution; and « that if understands that it must bear the economic risk of an investment in the Units for an indefinite period of time. In the Subscription Agreement, each investor will be required to represent whether or not it is a U.S. Person or non-U.S. Person (as such terms are defined in Regulation S under the Securities Act). Each non-U.S. Person will be required to represent: « whether it is purchasing the Units in an offshore transaction within the meaning of Regulation S; and * thatitis eligible to purchase the Units under the laws applicable to it. 136 HOUSE_OVERSIGHT_024569