BIGGEST LITTLE INVESTMENTS L.P.
Limited Partnership Unit Repurchase Program
The Limited Partnership Unit Repurchase Program (the "Repurchase Program") is designed to provide holders of Units of Limited Partnership Interest ("Units") in Biggest Little Investments L.P. (the "Partnership") with interim liquidity by enabling them to sell their Units back to the Partnership. Subject to certain restrictions discussed below, the Partnership may repurchase whole Units only, from time to time, at a price reasonably determined by the general partner of the Partnership (the "General Partner") based on market considerations.
Units repurchased by the Partnership under the Repurchase Program will be canceled, and will have the status of authorized but unissued Units. The repurchased Units will be not reissued unless they are first registered with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933 and under appropriate state securities laws or otherwise issued in compliance with exemptions from the registration provisions contained in these laws. The Partnership will effect all repurchases on the first day of the following calendar year after its receipt of a repurchase request.
The Partnership's obligation to repurchase any Units under the Repurchase Program is conditioned upon its having sufficient funds available to complete the repurchase. The Partnership will use any operating funds as the General Partner, in its sole discretion, may reserve for the purpose of funding the Repurchase Program. In the event that the Partnership's funds exceed the amount necessary to repurchase Units, it may carry over the excess amount to the subsequent fiscal quarter to repurchase Units during that quarter. In the event that the Partnership's funds are insufficient to repurchase all of the Units for which repurchase requests have been submitted in a particular month, Units will be repurchased on a pro rata basis and the portion of any unfulfilled repurchase request will be held until next quarter unless withdrawn.
Any limited partner of the Partnership (the "Limited Partner") who has beneficially owned his or her Units for at least one year may participate in the Repurchase Program with respect to his or her whole Units only. However, if a Limited Partner dies prior to owning the Units for one year, the Partnership may waive this one-year holding period for the beneficiaries or heirs, as appropriate.
To request repurchase, a Limited Partner should direct a written request for repurchase to Maxum, LLC, 3650 South Virginia Street, Unit K2, Reno, Nevada 89502. The request must state the name of the person who owns the Units, the date that the subject Units were purchased and the number of Units to be repurchased. Once the General Partner receives this request, it will forward an assignment form to the applicable Limited Partner. The requesting Limited Partner must properly execute the form and return it to the General Partner. All Units requested to be repurchased must be beneficially owned by the Limited Partner of record making the request and must be fully transferable and not subject to any liens or encumbrances. In certain cases, the General Partner may ask the requesting Limited Partner to provide evidence satisfactory to it that the Units requested for repurchase are not subject to any liens or encumbrances. If the General Partner determines that a lien exists against the Units, the Partnership will not be obligated to repurchase any Units subject to the lien.
The Limited Partner must notify the General Partner in writing if he or she wishes to withdraw his or her request to have Units repurchased. The Partnership will not repurchase that Limited Partner's Units so long as the General Partner receives the written request to withdraw prior to the time it sends payment to the applicable Limited Partner.
The Repurchase Program will be in effect for a 12-month period, subject to the right of the General Partner to suspend, terminate, modify or extend the term of the Program in its sole discretion, including if:
· the Partnership's Units are listed on any national securities exchange, or are subject to bona fide quotes on any inter-dealer quotation system or electronic communications network, or are the subject of bona fide quotes in the pink sheets; or
· the General Partner determines that it is in the Partnership's best interests to suspend, terminate, modify or extend the Repurchase Program.
In the event that the General Partner suspends, terminates, modifies or extends the Repurchase Program, it will attempt to send Limited Partners notice of the change(s) at least 30 days prior to the change(s), and the Partnership will disclose the change(s) in a report filed with the SEC on either Form 8-K, Form 10-Q or Form 10-K, as appropriate.
The Partnership may appoint a repurchase agent to effect all Unit repurchases and to disburse funds to the Limited Partners in accordance with the Repurchase Program. The repurchase agent will perform all recordkeeping and administrative functions involved in the program, and the Partnership will bear all costs involved in organizing, administering and maintaining the Program.
Please contact Karl Brokmann, at (775) 825-3355, with any questions regarding the Repurchase Program.