Highland Financial Partners, L.P. Watch

from S-1/A 3 pages This Security Has Not Been Registered Under the U.S. Securities Act of 1933, as Amended (The “Securities Act”), and May Not Be Offered, Sold, or Pledged Except as Set Forth Below. by Its Acquisition Hereof, the Holder (1) Represents That (A) It Is a “Qualified Institutional Buyer” (As Defined in Rule 144a Under the Securities Act), (B) It Is an Institutional “Accredited Investor” (As Defined in Rule 501(a)(1), (2), (3), (7) or (8) Under the Securities Act), or (C) He or She Is an Individual “Accredited Investor” (As Defined in Rule 501(a) (4), (5) or (6) Under Securities Act); (2) Agrees That He, She or It Will Not Resell or Otherwise Transfer This Security Except (A) to the Issuer Thereof of Any Subsidiary Thereof, (B) Pursuant to an Effective Registration Statement Under the Securities Act, (C) to a Qualified Institutional Buyer in Compliance With Rule 144a Under the Securities Act, (D) to an Accredited Investor That Is Purchasing the Units for His, Her or Its Own Account, or for the Account of Such an Accredited Investor, for Investment Purposes and Not With a View To, or for Offer or Sale in Connection With, Any Distribution Thereof (And, if Requested, Based on an Opinion of Counsel Acceptable to US); or (E) in a Transaction Exempt From, or Not Subject To, the Registration Requirements of the Securities Act; and (3) Agrees That It Will Give to Each Person to Whom This Security Is Transferred a Notice Substantially to the Effect of This Legend

from S-1 3 pages This Security Has Not Been Registered Under the U.S. Securities Act of 1933, as Amended (The “Securities Act”), and May Not Be Offered, Sold, or Pledged Except as Set Forth Below. by Its Acquisition Hereof, the Holder (1) Represents That (A) It Is a “Qualified Institutional Buyer” (As Defined in Rule 144a Under the Securities Act), (B) It Is an Institutional “Accredited Investor” (As Defined in Rule 501(a)(1), (2), (3), (7) or (8) Under the Securities Act), or (C) He or She Is an Individual “Accredited Investor” (As Defined in Rule 501(a) (4), (5) or (6) Under Securities Act); (2) Agrees That He, She or It Will Not Resell or Otherwise Transfer This Security Except (A) to the Issuer Thereof of Any Subsidiary Thereof, (B) Pursuant to an Effective Registration Statement Under the Securities Act, (C) to a Qualified Institutional Buyer in Compliance With Rule 144a Under the Securities Act, (D) to an Accredited Investor That Is Purchasing the Units for His, Her or Its Own Account, or for the Account of Such an Accredited Investor, for Investment Purposes and Not With a View To, or for Offer or Sale in Connection With, Any Distribution Thereof (And, if Requested, Based on an Opinion of Counsel Acceptable to US); or (E) in a Transaction Exempt From, or Not Subject To, the Registration Requirements of the Securities Act; and (3) Agrees That It Will Give to Each Person to Whom This Security Is Transferred a Notice Substantially to the Effect of This Legend