Common use of Supplemental Data for Entities Clause in Contracts

Supplemental Data for Entities. 1. If the Investor is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): _________________________ Jurisdiction of organization: ________________________________________________ 2. Was the Investor organized for the specific purpose of acquiring the Shares? o Yes o No If the answer to the above question is “Yes,” please contact _______, ________, at _______ or ________ for additional information that will be required. 3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)? o Yes o No If the answer to the above question is “Yes,” please contact Xxxxx Xxxxx & Associates, PLLC (xxxxx@xxxxxxxxxxxxxxxx.xxx or 516-284-1740) for additional information that will be required. 4(a). Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Xxxxx plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded.

Appears in 3 contracts

Samples: Regulation S Subscription Agreement (Energtek), Regulation S Subscription Agreement (Energtek), Regulation S Subscription Agreement (PCMT Corp)

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Supplemental Data for Entities. 1. If the Investor is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): _________________________ Jurisdiction of organization: ________________________________________________ 2. Was the Investor organized for the specific purpose of acquiring the Shares? o Yes o No If the answer to the above question is “Yes,” please contact _______Xxxxx Xxxxx, ________, Esq. at _______ or ________ (000) 000-0000 for additional information that will be required. 3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)? o Yes o No If the answer to the above question is “Yes,” please contact Xxxxx Xxxxx & AssociatesXxxxx, PLLC Esq. at (xxxxx@xxxxxxxxxxxxxxxx.xxx or 516000) 000-284-1740) 0000 for additional information that will be required. 4(a). Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Xxxxx plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded. o Yes o No 4(b). If the Investor is, or is acting on behalf of, such an employee benefit plan, or is an entity deemed to hold the assets of any such plan or plans, please indicate whether or not the Investor is subject to ERISA. o Yes o No 4(c.) If the Investor answered “Yes” to question 4.(b) and the Investor is investing the assets of an insurance company general account, please indicate what percentage of the Investor’s assets the purchase of the Shares is subject to ERISA. ___________%. 5. Does the amount of the Investor’s subscription for the Shares in the Company exceed 40% of the total assets (on a consolidated basis with its subsidiaries) of the Investor? o Yes o No If the question above was answered “Yes,” please contact Xxxxx Xxxxx, Esq. at (000) 000-0000 for additional information that will be required. 6(a). Is the Investor a private investment company which is not registered under the Investment Company Act, in reliance on Section 3(c)(1) or Section 3(c)(7) thereof? o Yes o No

Appears in 3 contracts

Samples: Regulation S Subscription Agreement (Best Care Inc), Subscription Agreement (World of Tea), Regulation S Subscription Agreement (Offline Consulting Inc)

Supplemental Data for Entities. 1. If the Investor is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): _________________________ Jurisdiction of organization: ________________________________________________ 2. Was the Investor organized for the specific purpose of acquiring the Shares? o Yes o No If the answer to the above question is “Yes,” please contact _______Dxxxx Xxxxx, ________, Esq. at _______ or ________ (000) 000-0000 for additional information that will be required. 3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)? o Yes o No If the answer to the above question is “Yes,” please contact Xxxxx Xxxxx & AssociatesDxxxx Xxxxx, PLLC Esq. at (xxxxx@xxxxxxxxxxxxxxxx.xxx or 516000) 000-284-1740) 0000 for additional information that will be required. 4(a). Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Xxxxx Kxxxx plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded.

Appears in 2 contracts

Samples: Subscription Agreement (Israeli Historical Sight Seeing Co.), Regulation D Subscription Agreement (Israeli Historical Sight Seeing Co.)

Supplemental Data for Entities. 1. If the Investor is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): _________________________ Jurisdiction of organization: ________________________________________________ 2. Was the Investor organized for the specific purpose of acquiring the SharesSecurities? o Yes o No If the answer to the above question is “Yes,” please contact _______, ________, at _______ or ________ for additional information that will be required. 3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)? o Yes o No If the answer to the above question is “Yes,” please contact Xxxxx Xxxxx & Associates, PLLC (xxxxx@xxxxxxxxxxxxxxxx.xxx or 516-284-1740) _____ for additional information that will be required. 4(a). Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Xxxxx plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded. o Yes o No 4(b). If the Investor is, or is acting on behalf of, such an employee benefit plan, or is an entity deemed to hold the assets of any such plan or plans, please indicate whether or not the Investor is subject to ERISA. o Yes o No 4(c.) If the Investor answered “Yes” to question 4.(b) and the Investor is investing the assets of an insurance company general account, please indicate what percentage of the Investor’s assets the purchase of the Securities is subject to ERISA. ___________%.

Appears in 2 contracts

Samples: Subscription Agreement (Clearview Acquisitions, Inc.), Subscription Agreement (Clearview Acquisitions, Inc.)

Supplemental Data for Entities. 1. If the Investor is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): _________________________ Jurisdiction of organization: ________________________________________________ 2. Was the Investor organized for the specific purpose of acquiring the Shares? o Yes o No If the answer to the above question is “Yes,” please contact _______Xxxx X. Xxxxxx, ________, Esq. at _______ or ________ (000) 000-0000 for additional information that will be required. 3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)? o Yes o No If the answer to the above question is “Yes,” please contact Xxxxx Xxxxx & AssociatesXxxx X. Xxxxxx, PLLC Esq. at (xxxxx@xxxxxxxxxxxxxxxx.xxx or 516000) 000-284-1740) 0000 for additional information that will be required. 4(a). Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Xxxxx plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded. 4(b). If the Investor is, or is acting on behalf of, such an employee benefit plan, or is an entity deemed to hold the assets of any such plan or plans, please indicate whether or not the Investor is subject to ERISA. 4(c.) If the Investor answered “Yes” to question 4.(b) and the Investor is investing the assets of an insurance company general account, please indicate what percentage of the Investor’s assets the purchase of the Shares is subject to ERISA. ___________%.

Appears in 2 contracts

Samples: Subscription Agreement (Cherry Tankers Inc), Subscription Agreement (Enter Corp)

Supplemental Data for Entities. 1. If the Investor is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): _________________________ Jurisdiction of organization: ________________________________________________ 2. Was the Investor organized for the specific purpose of acquiring the SharesUnits? o Yes o No If the answer to the above question is “Yes,” please contact _______, ________, at _______ or ________ for additional information that will be required. 3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)? o Yes o No If the answer to the above question is “Yes,” please contact Xxxxx Xxxxx & Associates, PLLC (xxxxx@xxxxxxxxxxxxxxxx.xxx or 516-284-1740) the company for additional information that will be required. 4(a). Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Xxxxx plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, Non-ERISA PlansPlans ”). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded. o Yes o No 4(b). If the Investor is, or is acting on behalf of, such an employee benefit plan, or is an entity deemed to hold the assets of any such plan or plans, please indicate whether or not the Investor is subject to ERISA. o Yes o No 4(c.) If the Investor answered “Yes” to question 4.(b) and the Investor is investing the assets of an insurance company general account, please indicate what percentage of the Investor’s assets the purchase of the Units is subject to ERISA. ___________%.

Appears in 1 contract

Samples: Subscription Agreement (Tuffnell Ltd.)

Supplemental Data for Entities. 1. If the Investor is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): ____________________________________ Jurisdiction of organization: ___________________________________________________________ 2. Was the Investor organized for the specific purpose of acquiring the Shares? o Yes o No If the answer to the above question is “Yes,” please contact _______Davxx Xxxxx, ________, Xsq. at _______ or ________ for (510) 000-0000 xxr additional information that will be required. 3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)? o Yes o No If the answer to the above question is “Yes,” please contact Xxxxx Xxxxx & AssociatesDavxx Xxxxx, PLLC Xsq. at (xxxxx@xxxxxxxxxxxxxxxx.xxx or 516510) 000-284-1740) for 0000 xxr additional information that will be required. 4(a). Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Xxxxx plan Keoxx xxan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded. o Yes o No 4(b). If the Investor is, or is acting on behalf of, such an employee benefit plan, or is an entity deemed to hold the assets of any such plan or plans, please indicate whether or not the Investor is subject to ERISA. o Yes o No 4(c.) If the Investor answered “Yes” to question 4.(b) and the Investor is investing the assets of an insurance company general account, please indicate what percentage of the Investor’s assets the purchase of the Shares is subject to ERISA. ___________%.

Appears in 1 contract

Samples: Regulation S Subscription Agreement (Map Financial Group, Inc.)

Supplemental Data for Entities. 1. If the Investor is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): _________________________ Jurisdiction of organization: ________________________________________________ 2. Was the Investor organized for the specific purpose of acquiring the SharesUnits? o Yes o No If the answer to the above question is “Yes,” please contact _______, ________, at _______ or ________ for additional information that will be required. 3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)? o Yes o No If the answer to the above question is “Yes,” please contact Xxxxx Xxxxx & Associates, PLLC (xxxxx@xxxxxxxxxxxxxxxx.xxx or 516-284-1740) for additional information that will be required. 4(a). Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Xxxxx plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded. o Yes o No 4(b). If the Investor is, or is acting on behalf of, such an employee benefit plan, or is an entity deemed to hold the assets of any such plan or plans, please indicate whether or not the Investor is subject to ERISA. o Yes o No 4(c.) If the Investor answered “Yes” to question 4.(b) and the Investor is investing the assets of an insurance company general account, please indicate what percentage of the Investor’s assets the purchase of the Units is subject to ERISA. ___________%.

Appears in 1 contract

Samples: Regulation S Subscription Agreement (Elderwatch Inc)

Supplemental Data for Entities. 1. If the Investor is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): _________________________ Jurisdiction of organization: ________________________________________________ 2. Was the Investor organized for the specific purpose of acquiring the Shares? o Yes o No If the answer to the above question is “Yes,” please contact _______Xxxxx Xxxxx, ________, Esq. at _______ or ________ (000) 000-0000 for additional information that will be required. 3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)? o Yes o No If the answer to the above question is “Yes,” please contact Xxxxx Xxxxx & AssociatesXxxxx, PLLC Esq. at (xxxxx@xxxxxxxxxxxxxxxx.xxx or 516000) 000-284-1740) 0000 for additional information that will be required. 4(a). Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Xxxxx plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded. o Yes o No 4(b). If the Investor is, or is acting on behalf of, such an employee benefit plan, or is an entity deemed to hold the assets of any such plan or plans, please indicate whether or not the Investor is subject to ERISA. o Yes o No 4(c.) If the Investor answered “Yes” to question 4.(b) and the Investor is investing the assets of an insurance company general account, please indicate what percentage of the Investor’s assets the purchase of the Shares is subject to ERISA. ___________%.

Appears in 1 contract

Samples: Regulation S Subscription Agreement (WNS Studios, Inc.)

Supplemental Data for Entities. 1. If the Investor is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): _________________________ Jurisdiction of organization: ________________________________________________ 2. Was the Investor organized for the specific purpose of acquiring the SharesUnits? o Yes o No If the answer to the above question is “Yes,” please contact _______, ________, at _______ or ________ for additional information that will be required. 3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)? o Yes o No If the answer to the above question is “Yes,” please contact Xxxxx Xxxxx & Associates, PLLC (xxxxx@xxxxxxxxxxxxxxxx.xxx or 516-284-1740) _____ for additional information that will be required. 4(a). Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Xxxxx plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded. 4(b). If the Investor is, or is acting on behalf of, such an employee benefit plan, or is an entity deemed to hold the assets of any such plan or plans, please indicate whether or not the Investor is subject to ERISA. 4(c.) If the Investor answered “Yes” to question 4.(b) and the Investor is investing the assets of an insurance company general account, please indicate what percentage of the Investor’s assets the purchase of the Shares is subject to ERISA. ___________%.

Appears in 1 contract

Samples: Subscription Agreement (Modena I Inc)

Supplemental Data for Entities. 1. If the Investor is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): _________________________ Jurisdiction of organization: ________________________________________________ 2. Was the Investor organized for the specific purpose of acquiring the Purchased Shares? o Yes o No If the answer to the above question is “Yes,” please contact _______Xxxxx Xxxxx, ________, Esq. at _______ (000) 000-0000 or ________ xxxxx@xxxxxxxxxxxxxxxx.xxx for additional information that will be required. 3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)? o Yes o No If the answer to the above question is “Yes,” please contact Xxxxx Xxxxx & AssociatesXxxxx, PLLC Esq. at (000) 000-0000 or xxxxx@xxxxxxxxxxxxxxxx.xxx or 516-284-1740) for additional information that will be required. 4(a). Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Xxxxx plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded. o Yes o No 4(b). If the Investor is, or is acting on behalf of, such an employee benefit plan, or is an entity deemed to hold the assets of any such plan or plans, please indicate whether or not the Investor is subject to ERISA. o Yes o No 4(c.) If the Investor answered “Yes” to question 4.(b) and the Investor is investing the assets of an insurance company general account, please indicate what percentage of the Investor’s assets the purchase of the Purchased Shares is subject to ERISA. ___________%.

Appears in 1 contract

Samples: Subscription Agreement (Terrapin Enterprises Inc)

Supplemental Data for Entities. 1. If the Investor is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): _________________________ Jurisdiction of organization: ________________________________________________ 2. Was the Investor organized for the specific purpose of acquiring the SharesUnits? o Yes o No If the answer to the above question is “Yes,” please contact _______, ________, at _______ or ________ for additional information that will be required. 3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)? o Yes o No If the answer to the above question is “Yes,” please contact Xxxxx Xxxxx & Associates, PLLC (xxxxx@xxxxxxxxxxxxxxxx.xxx or 516-284887-17408200) for additional information that will be required. 4(a). Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Xxxxx plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded.

Appears in 1 contract

Samples: Regulation S Subscription Agreement (PCMT Corp)

Supplemental Data for Entities. 1. If the Investor is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): _________________________ Jurisdiction of organization: ________________________________________________ 2. Was the Investor organized for the specific purpose of acquiring the SharesUnits? o |_| Yes o |_| No If the answer to the above question is "Yes," please contact _______, ________, at _______ or ________ for additional information that will be required. 3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s 's investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)? o |_| Yes o |_| No If the answer to the above question is "Yes," please contact Xxxxx Xxxxx David Lxxxx & AssociatesXxxxciates, PLLC (xxxxx@xxxxxxxxxxxxxxxx.xxx or 516david@dxxxxxxxxxxxxxxx.xxx xx 006-284-1740) for additional information that will be required. . 4(a). Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § ss. 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Xxxxx plan covering Keogh pxxx xovering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, "Non-ERISA Plans"). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § ss. 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded. |_| Yes |_| No 4(b). If the Investor is, or is acting on behalf of, such an employee benefit plan, or is an entity deemed to hold the assets of any such plan or plans, please indicate whether or not the Investor is subject to ERISA. |_| Yes |_| No 4(c.) If the Investor answered "Yes" to question 4.(b) and the Investor is investing the assets of an insurance company general account, please indicate what percentage of the Investor's assets the purchase of the Units is subject to ERISA. ___________%.

Appears in 1 contract

Samples: Regulation S Subscription Agreement (Energtek)

Supplemental Data for Entities. 1. If the Investor is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): _________________________ corporation Jurisdiction of organization: ________________________________________________Nevis Islands 2. Was the Investor organized for the specific purpose of acquiring the SharesUnits? o Yes o * No If the answer to the above question is “Yes,” please contact _______, ________, at _______ or ________ for additional information that will be required. 3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)? o Yes o * No If the answer to the above question is “Yes,” please contact Xxxxx Xxxxx & Associates, PLLC (xxxxx@xxxxxxxxxxxxxxxx.xxx or 516-284887-17408200) for additional information that will be required. 4(a). Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Xxxxx plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded.

Appears in 1 contract

Samples: Regulation S Subscription Agreement (Suspect Detection Systems, Inc.)

Supplemental Data for Entities. 1. If the Investor is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): _________________________ Jurisdiction of organization: ________________________________________________ 2. Was the Investor organized for the specific purpose of acquiring the SharesUnits? o Yes o No If the answer to the above question is “Yes,” please contact _______, ________, at _______ or ________ for additional information that will be required. 3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)? o Yes o No If the answer to the above question is “Yes,” please contact Xxxxx Xxxxx & Associates, PLLC (xxxxx@xxxxxxxxxxxxxxxx.xxx or 516-284-1740) _____ for additional information that will be required. 4(a). Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Xxxxx plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded. 4(b). If the Investor is, or is acting on behalf of, such an employee benefit plan, or is an entity deemed to hold the assets of any such plan or plans, please indicate whether or not the Investor is subject to ERISA. 4(c.) If the Investor answered “Yes” to question 4.(b) and the Investor is investing the assets of an insurance company general account, please indicate what percentage of the Investor’s assets the purchase of the Sharesis subject to ERISA. ___________%.

Appears in 1 contract

Samples: Subscription Agreement (Constant Environment, Inc.)

Supplemental Data for Entities. 1. If the Investor undersigned is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): _________________________ Jurisdiction of organization: ________________________________________________ 2. Was the Investor undersigned organized for the specific purpose of acquiring the SharesSecurities? o ¨ Yes o ¨ No If the answer to the above question is “Yes,” please contact _______Xxxxx Xxxxx, ________, Esq. at _______ 516-887-8200 or ________ at xxxxx@xxxxxxxxxxxxxxxx.xxx for additional information that will be required. 3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)? o ¨ Yes o ¨ No If the answer to the above question is “Yes,” please contact Xxxxx Xxxxx & Associates, PLLC (xxxxx@xxxxxxxxxxxxxxxx.xxx xxxxxx@xxxxxxxxx.xxx or 516-284328-17402300) for additional information that will be required. 4(a). . 4 (a) Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Xxxxx plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded.. ¨ Yes ¨ No

Appears in 1 contract

Samples: Subscription Agreement (Cool Technologies, Inc.)

Supplemental Data for Entities. 1. If the Investor is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): _________________________ Jurisdiction of organization: ________________________________________________ 2. Was the Investor organized for the specific purpose of acquiring the Shares? o Yes o No If the answer to the above question is “Yes,” please contact _______Davxx Xxxxx, ________, Xsq. at _______ or ________ for (510) 000-0000 xxr additional information that will be required. 3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)? o Yes o No If the answer to the above question is “Yes,” please contact Xxxxx Xxxxx & AssociatesDavxx Xxxxx, PLLC Xsq. at (xxxxx@xxxxxxxxxxxxxxxx.xxx or 516510) 000-284-1740) for 0000 xxr additional information that will be required. 4(a). Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Xxxxx plan Keoxx xxan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded. o Yes o No 4(b). If the Investor is, or is acting on behalf of, such an employee benefit plan, or is an entity deemed to hold the assets of any such plan or plans, please indicate whether or not the Investor is subject to ERISA. o Yes o No 4(c.) If the Investor answered “Yes” to question 4.(b) and the Investor is investing the assets of an insurance company general account, please indicate what percentage of the Investor’s assets the purchase of the Shares is subject to ERISA. ___________%. 5. Does the amount of the Investor’s subscription for the Shares in the Company exceed 40% of the total assets (on a consolidated basis with its subsidiaries) of the Investor? o Yes o No If the question above was answered “Yes,” please contact Davxx Xxxxx, Xsq. at (510) 000-0000 xxr additional information that will be required. 6(a). Is the Investor a private investment company which is not registered under the Investment Company Act, in reliance on Section 3(c)(1) or Section 3(c)(7) thereof? o Yes o No 6(b). If the question above was answered “Yes,” was the Investor formed prior to April 30, 1996? o Yes o No If the questions set forth in (a) and (b) above were both answered “Yes,” please contact Davxx Xxxxx, Xsq. at (510) 000-0000 xxr additional information that will be required. 7(a). Is the Investor a grantor trust, a partnership or an S-Corporation for US federal income tax purposes? o Yes o No 7(b). If the question above was answered “Yes,” please indicate whether or not: (i) more than 50 percent of the value of the ownership interest of any beneficial owner in the Investor is (or may at any time during the term of the Company be) attributable to the Investor’s (direct or indirect) interest in the Company; or o Yes o No (ii) it is a principal purpose of the Investor’s participation in the Company to permit the Partnership to satisfy the 100 partner limitation contained in US Treasury Regulation Section 1.7704-1(h)(3). o Yes o No If either question above was answered “Yes,” please contact Davxx Xxxxx, Xsq. at (510) 000-0000 xxr additional information that will be required.

Appears in 1 contract

Samples: Regulation S Subscription Agreement (Black Sea Oil, Inc.)

Supplemental Data for Entities. 1. If the Investor is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): _________________________ Jurisdiction of organization: ________________________________________________ 2. Was the Investor organized for the specific purpose of acquiring the Shares? o Yes o No If the answer to the above question is “Yes,” please contact _______Xxxx X. Xxxxxx, ________, Esq. at _______ or ________ (000) 000-0000 for additional information that will be required. 3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)? o Yes o No If the answer to the above question is “Yes,” please contact Xxxxx Xxxxx & AssociatesXxxx X. Xxxxxx, PLLC Esq. at (xxxxx@xxxxxxxxxxxxxxxx.xxx or 516000) 000-284-1740) 0000 for additional information that will be required. 4(a). Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Xxxxx plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded. Exhibit 10.1 Stock Subscription Agreement 4(b). If the Investor is, or is acting on behalf of, such an employee benefit plan, or is an entity deemed to hold the assets of any such plan or plans, please indicate whether or not the Investor is subject to ERISA. 4(c.) If the Investor answered “Yes” to question 4.(b) and the Investor is investing the assets of an insurance company general account, please indicate what percentage of the Investor’s assets the purchase of the Shares is subject to ERISA. ___________%.

Appears in 1 contract

Samples: Subscription Agreement (Felafel Corp)

Supplemental Data for Entities. 1. If the Investor is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): ______):___________________ Jurisdiction of organization: __________________________________________________ 2. Was the Investor organized for the specific purpose of acquiring the Shares? o |_| Yes o |_| No If the answer to the above question is "Yes," please contact _______, ________, at _______ or ________ for additional information that will be required. 3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s 's investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)? o |_| Yes o |_| No If the answer to the above question is "Yes," please contact Xxxxx Xxxxx & Associates, PLLC (xxxxx@xxxxxxxxxxxxxxxx.xxx or 516-284-1740) _____ for additional information that will be required. 4(a). Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § ss. 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Xxxxx Keogh plan covering no common-law employees exxxxxees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, "Non-ERISA Plans"). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § ss. 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded. |_| Yes |_| No 4(b). If the Investor is, or is acting on behalf of, such an employee benefit plan, or is an entity deemed to hold the assets of any such plan or plans, please indicate whether or not the Investor is subject to ERISA. |_| Yes |_| No 4(c.) If the Investor answered "Yes" to question 4.(b) and the Investor is investing the assets of an insurance company general account, please indicate what percentage of the Investor's assets the purchase of the Shares is subject to ERISA. ________%.

Appears in 1 contract

Samples: Regulation S Subscription Agreement (Datigen Com Inc)

Supplemental Data for Entities. 1. If the Investor undersigned is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): _________________________ Jurisdiction of organization: ________________________________________________ 2. Was the Investor undersigned organized for the specific purpose of acquiring the SharesSecurities? o Yes o No If the answer to the above question is “Yes,” please contact _______Xxxxx Xxxxx, ________, Esq. at _______ 516-887-8200 or ________ at xxxxx@xxxxxxxxxxxxxxxx.xxx for additional information that will be required. 3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)? o Yes o No If the answer to the above question is “Yes,” please contact Xxxxx Xxxxx & Associates, PLLC (xxxxx@xxxxxxxxxxxxxxxx.xxx xxxxxx@xxxxxxxxx.xxx or 516-284328-17402300) for additional information that will be required. . 4(a). ) Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Xxxxx plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded.. o Yes o No

Appears in 1 contract

Samples: Subscription Agreement (Cool Technologies, Inc.)

Supplemental Data for Entities. 1. If the Investor is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): _________________________ Jurisdiction of organization: ________________________________________________ 2. Was the Investor organized for the specific purpose of acquiring the Purchased Shares? o Yes o No If the answer to the above question is “Yes,” please contact _______Xxxxx Xxxxx, ________, at _______ or ________ Esq. for additional information that will be required. 3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)? o Yes o No If the answer to the above question is “Yes,” please contact Xxxxx Xxxxx & AssociatesXxxxx, PLLC (xxxxx@xxxxxxxxxxxxxxxx.xxx or 516-284-1740) Esq. for additional information that will be required. 4(a). Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Xxxxx plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded.

Appears in 1 contract

Samples: Subscription Agreement (Sockeye Seafood Group Inc)

Supplemental Data for Entities. 1. If the Investor undersigned is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): _________________________ Jurisdiction of organization: ________________________________________________ 2. Was the Investor undersigned organized for the specific purpose of acquiring the SharesSecurities? o Yes o No If the answer to the above question is “Yes,” please contact _______Xxxxx Xxxxx, ________, Esq. at _______ 516-887-8200 or ________ at xxxxx@xxxxxxxxxxxxxxxx.xxx for additional information that will be required. 3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)? o Yes o No If the answer to the above question is “Yes,” please contact Xxxxx Xxxxx & Associates, PLLC (xxxxx@xxxxxxxxxxxxxxxx.xxx or 516-284887-17408200) for additional information that will be required. 4(a). Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Xxxxx plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded.. o Yes o No 4(b). If the Undersigned is, or is acting on behalf of, such an employee benefit plan, or is an entity deemed to hold the assets of any such plan or plans, please indicate whether or not the Undersigned is subject to ERISA. o Yes o No

Appears in 1 contract

Samples: Subscription Agreement (Hpev, Inc.)

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Supplemental Data for Entities. 1. If the Investor is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): _________________________ Jurisdiction of organization: ________________________________________________ 2. Was the Investor organized for the specific purpose of acquiring the Shares? o ¨ Yes o ¨ No If the answer to the above question is “Yes,” please contact _______, ________, Xxxxx Xxxxxxxxxx at _______ or ________ (000) 000-0000 for additional information that will be required. 3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)? o ¨ Yes o ¨ No If the answer to the above question is “Yes,” please contact Xxxxx Xxxxx & Associates, PLLC Xxxxxxxxxx at (xxxxx@xxxxxxxxxxxxxxxx.xxx or 516000) 000-284-1740) 0000 for additional information that will be required. 4(a). Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Xxxxx plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded. ¨ Yes ¨ No 4(b). If the Investor is, or is acting on behalf of, such an employee benefit plan, or is an entity deemed to hold the assets of any such plan or plans, please indicate whether or not the Investor is subject to ERISA. ¨ Yes ¨ No 4(c.) If the Investor answered “Yes” to question 4.(b) and the Investor is investing the assets of an insurance company general account, please indicate what percentage of the Investor’s assets the purchase of the Shares is subject to ERISA. ___________%.

Appears in 1 contract

Samples: Series a Preferred Stock Subscription Agreement (Neonode, Inc)

Supplemental Data for Entities. 1. If the Investor is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): ______):___________________ Jurisdiction of organization: ________________________________________________ 2. Was the Investor organized for the specific purpose of acquiring the Shares? o |_| Yes o |_| No If the answer to the above question is "Yes," please contact _______, ________, at _______ or ________ for additional information that will be required. 3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s 's investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)? o |_| Yes o |_| No If the answer to the above question is "Yes," please contact Xxxxx David Xxxxx & AssociatesXxxociates, PLLC (xxxxx@xxxxxxxxxxxxxxxx.xxx or 516david@xxxxxxxxxxxxxxxx.xxx xx 016-284-1740) for additional information that will be required. . 4(a). Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § ss. 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Xxxxx plan Keogh xxxx covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, "Non-ERISA Plans"). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § ss. 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded. |_| Yes |_| No 4(b). If the Investor is, or is acting on behalf of, such an employee benefit plan, or is an entity deemed to hold the assets of any such plan or plans, please indicate whether or not the Investor is subject to ERISA. |_| Yes |_| No 4(c.) If the Investor answered "Yes" to question 4.(b) and the Investor is investing the assets of an insurance company general account, please indicate what percentage of the Investor's assets the purchase of the Shares is subject to ERISA. ___________%.

Appears in 1 contract

Samples: Regulation S Subscription Agreement (Energtek)

Supplemental Data for Entities. 1. If the Investor is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): _________________________ Jurisdiction of organization: ________________________________________________ 2. Was the Investor organized for the specific purpose of acquiring the Shares? o Yes o No If the answer to the above question is “Yes,” please contact _______Xxxxx Xxxxx, ________Esq., at _______ or ________ attorney for the Company, (000) 000-0000, for additional information that will be required. 3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)? o Yes o No If the answer to the above question is “Yes,” please contact Xxxxx Xxxxx & AssociatesXxxxx, PLLC Esq., attorney for the Company, (xxxxx@xxxxxxxxxxxxxxxx.xxx or 516000) 000-284-1740) 0000, for additional information that will be required. 4(a). Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Xxxxx plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded.

Appears in 1 contract

Samples: Subscription Agreement (Energtek)

Supplemental Data for Entities. 1. If the Investor is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): _________________________ Jurisdiction of organization: ________________________________________________ 2. Was the Investor organized for the specific purpose of acquiring the Shares? o Yes o No If the answer to the above question is “Yes,” please contact _______Xxxxx Xxxxx, ________, Esq. at _______ or ________ (000) 000-0000 for additional information that will be required. 3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)? o Yes o No If the answer to the above question is “Yes,” please contact Xxxxx Xxxxx & AssociatesXxxxx, PLLC Esq. at (xxxxx@xxxxxxxxxxxxxxxx.xxx or 516000) 000-284-1740) 0000 for additional information that will be required. 4(a). Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Xxxxx plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded.. o Yes o No

Appears in 1 contract

Samples: Subscription Agreement (Offline Consulting Inc)

Supplemental Data for Entities. 1. If the Investor is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): ___________________________ Jurisdiction of organization: __________________________________________________ 2. Was the Investor organized for the specific purpose of acquiring the Shares? o Yes o No If the answer to the above question is “Yes,” please contact _______Davxx Xxxxx, ________, Xsq. at _______ or ________ for (510) 000-0000 xxr additional information that will be required. 3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)? o Yes o No If the answer to the above question is “Yes,” please contact Xxxxx Xxxxx & AssociatesDavxx Xxxxx, PLLC Xsq. at (xxxxx@xxxxxxxxxxxxxxxx.xxx or 516510) 000-284-1740) for 0000 xxr additional information that will be required. 4(a). Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Xxxxx plan Keoxx xxan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded. o Yes o No 4(b). If the Investor is, or is acting on behalf of, such an employee benefit plan, or is an entity deemed to hold the assets of any such plan or plans, please indicate whether or not the Investor is subject to ERISA. o Yes o No 4(c.) If the Investor answered “Yes” to question 4.(b) and the Investor is investing the assets of an insurance company general account, please indicate what percentage of the Investor’s assets the purchase of the Shares is subject to ERISA. ___________%. 5. Does the amount of the Investor’s subscription for the Shares in the Company exceed 40% of the total assets (on a consolidated basis with its subsidiaries) of the Investor? o Yes o No If the question above was answered “Yes,” please contact Davxx Xxxxx, Xsq. at (510) 000-0000 xxr additional information that will be required. 6(a). Is the Investor a private investment company which is not registered under the Investment Company Act, in reliance on Section 3(c)(1) or Section 3(c)(7) thereof? o Yes o No 6(b). If the question above was answered “Yes,” was the Investor formed prior to April 30, 1996? o Yes o No If the questions set forth in (a) and (b) above were both answered “Yes,” please contact Davxx Xxxxx, Xsq. at (510) 000-0000 xxr additional information that will be required. 7(a). Is the Investor a grantor trust, a partnership or an S-Corporation for US federal income tax purposes? o Yes o No 7(b). If the question above was answered “Yes,” please indicate whether or not: (i) more than 50 percent of the value of the ownership interest of any beneficial owner in the Investor is (or may at any time during the term of the Company be) attributable to the Investor’s (direct or indirect) interest in the Company; or o Yes o No (ii) it is a principal purpose of the Investor’s participation in the Company to permit the Partnership to satisfy the 100 partner limitation contained in US Treasury Regulation Section 1.7704-1(h)(3). o Yes o No If either question above was answered “Yes,” please contact Davxx Xxxxx, Xsq. at (510) 000-0000 xxr additional information that will be required.

Appears in 1 contract

Samples: Regulation S Subscription Agreement (Black Sea Oil, Inc.)

Supplemental Data for Entities. 1. If the Investor is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): _________________________ Jurisdiction of organization: ________________________________________________ 2. Was the Investor organized for the specific purpose of acquiring the Purchased Shares? o Yes o No If the answer to the above question is “Yes,” please contact _______Xxxxx Xxxxx, ________Esq., at _______ or ________ attorney for the Company, (000) 000-0000, for additional information that will be required. 3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)? o Yes o No If the answer to the above question is “Yes,” please contact Xxxxx Xxxxx & AssociatesXxxxx, PLLC Esq., attorney for the Company, (xxxxx@xxxxxxxxxxxxxxxx.xxx or 516000) 000-284-1740) 0000, for additional information that will be required. 4(a). Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Xxxxx plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded. o Yes o No 4(b). If the Investor is, or is acting on behalf of, such an employee benefit plan, or is an entity deemed to hold the assets of any such plan or plans, please indicate whether or not the Investor is subject to ERISA. o Yes o No 4(c.) If the Investor answered “Yes” to question 4.(b) and the Investor is investing the assets of an insurance company general account, please indicate what percentage of the Investor’s assets the purchase of the Purchased Shares is subject to ERISA. ___________%.

Appears in 1 contract

Samples: Regulation D Subscription Agreement (Sentra Consulting Corp)

Supplemental Data for Entities. 1. If the Investor is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): _________________________ Jurisdiction of organization: ________________________________________________ 2. Was the Investor organized for the specific purpose of acquiring the Purchased Shares? o Yes o No If the answer to the above question is “Yes,” please contact _______Xxxxx Xxxxx, ________, Esq. at _______ (000) 000-0000 or ________ xxxxx@xxxxxxxxxxxxxxxx.xxx for additional information that will be required. 3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)? o Yes o No If the answer to the above question is “Yes,” please contact Xxxxx Xxxxx & AssociatesXxxxx, PLLC Esq. at (000) 000-0000 or xxxxx@xxxxxxxxxxxxxxxx.xxx or 516-284-1740) for additional information that will be required. 4(a). Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Xxxxx plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded. o Yes o No 4(b). If the Investor is, or is acting on behalf of, such an employee benefit plan, or is an entity deemed to hold the assets of any such plan or plans, please indicate whether or not the Investor is subject to ERISA. o Yes o No 4(c.) If the Investor answered “Yes” to question 4.(b) and the Investor is investing the assets of an insurance company general account, please indicate what percentage of the Investor’s assets the purchase of the Purchased Shares is subject to ERISA. ___________%. 5. Does the amount of the Investor’s subscription for the Purchased Shares in the Company exceed 40% of the total assets (on a consolidated basis with its subsidiaries) of the Investor? o Yes o No If the question above was answered “Yes,” please contact Xxxxx Xxxxx, Esq. at (000) 000-0000 or xxxxx@xxxxxxxxxxxxxxxx.xxx for additional information that will be required. 6(a). Is the Investor a private investment company which is not registered under the Investment Company Act, in reliance on Section 3(c)(1) or Section 3(c)(7) thereof? o Yes o No

Appears in 1 contract

Samples: Subscription Agreement (E Global Marketing Inc)

Supplemental Data for Entities. 1. If the Investor is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): _________________________ Jurisdiction of organization: ________________________________________________ 2. Was the Investor organized for the specific purpose of acquiring the SharesUnits? o Yes o No If the answer to the above question is “Yes,” please contact _______, ________, at _______ or ________ for additional information that will be required. 3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)? o Yes o No If the answer to the above question is “Yes,” please contact Xxxxx Xxxxx & Associates, PLLC (xxxxx@xxxxxxxxxxxxxxxx.xxx or 516-284-1740) for additional information that will be required. 4(a). Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Xxxxx plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded.

Appears in 1 contract

Samples: Regulation S Subscription Agreement (Ranger Gold Corp.)

Supplemental Data for Entities. 1. If the Investor is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): _________________________ Jurisdiction of organization: ________________________________________________ 2. Was the Investor organized for the specific purpose of acquiring the Purchased Shares? o Yes o No If the answer to the above question is “Yes,” please contact _______, ________, at _______ or ________ Xxxxx Xxxxx for additional information that will be required. 3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)? o Yes o No If the answer to the above question is “Yes,” please contact Xxxxx Xxxxx & AssociatesXxxxx, PLLC (xxxxx@xxxxxxxxxxxxxxxx.xxx or 516-284-1740) Esq. for additional information that will be required. . 4(a). ) Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § Sec. 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Xxxxx plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § Sec. 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded.

Appears in 1 contract

Samples: Subscription Agreement (Sentra Consulting Corp)

Supplemental Data for Entities. 1. If the Investor Subscriber is not a natural person, furnish the following supplemental data (natural persons may skip this Section C D of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): _________________________ Jurisdiction of organization: ________________________________________________ 2. Was the Investor Subscriber organized for the specific purpose of acquiring the SharesSecurities? o Yes o No If the answer to the above question is “Yes,” please contact _______Dxxxx Xxxxx, ________, Esq. at _______ or ________ 516-887-8200 for additional information that will be required. 3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)? o Yes o No If the answer to the above question is “Yes,” please contact Dxxxx Xxxxx Xxxxx & Associates, PLLC (xxxxx@xxxxxxxxxxxxxxxx.xxx or 516-284-1740) for additional information that will be required. 4(a). Please indicate whether or not the Investor Subscriber is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Xxxxx Kxxxx plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded. o Yes o No 4(b). If the Subscriber is, or is acting on behalf of, such an employee benefit plan, or is an entity deemed to hold the assets of any such plan or plans, please indicate whether or not the Investor is subject to ERISA. o Yes o No 4(c.) If the Subscriber answered “Yes” to question 4.(b) and the Subscriber is investing the assets of an insurance company general account, please indicate what percentage of the Investor’s assets the purchase of the Securities is subject to ERISA. ___________%. 5. Does the amount of the Subscriber’s subscription for the Securities in the Company exceed 40% of the total assets (on a consolidated basis with its subsidiaries) of the Subscriber? o Yes o No If the question above was answered “Yes,” please contact Dxxxx Xxxxx for additional information that will be required. 6(a). Is the Subscriber a private investment company which is not registered under the Investment Company Act, in reliance on Section 3(c)(1) or Section 3(c)(7) thereof? o Yes o No

Appears in 1 contract

Samples: Subscription Agreement (Nugen Holdings, Inc.)

Supplemental Data for Entities. 1. If the Investor is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): _________________________ Jurisdiction of organization: ________________________________________________ 2. Was the Investor organized for the specific purpose of acquiring the Shares? o Yes o No If the answer to the above question is “Yes,” please contact _______, ________, Xxxxx Xxxxxxxxxx at _______ or ________ (000) 000-0000 for additional information that will be required. 3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)? o Yes o No If the answer to the above question is “Yes,” please contact Xxxxx Xxxxx & Associates, PLLC Xxxxxxxxxx at (xxxxx@xxxxxxxxxxxxxxxx.xxx or 516000) 000-284-1740) 0000 for additional information that will be required. 4(a4 (a). Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Xxxxx plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded.

Appears in 1 contract

Samples: Regulation S Subscription Agreement (BNH Inc)

Supplemental Data for Entities. 1. If the Investor is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): _________________________ Jurisdiction of organization: ________________________________________________ 2. Was the Investor organized for the specific purpose of acquiring the Shares? o |_| Yes o |_| No If the answer to the above question is "Yes," please contact _______, ________, at _______ or ________ for additional information that will be required. 3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s 's investment in the Company Corporation (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the CompanyCorporation)? o |_| Yes o |_| No If the answer to the above question is "Yes," please contact Xxxxx Xxxxx David Lubin & Associates, PLLC (xxxxx@xxxxxxxxxxxxxxxx.xxx xxxxx@xxxxinassociates.com or 516500-284000-17400000) for additional xxx xxxxxxxxxl information that will be required. . 4(a). Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § ss. 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Xxxxx plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded.

Appears in 1 contract

Samples: Letter of Agreement (Energtek)

Supplemental Data for Entities. 1. If the Investor is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): _________________________ Jurisdiction of organization: ________________________________________________ 2. Was the Investor organized for the specific purpose of acquiring the Shares? o Yes o No If the answer to the above question is “Yes,” please contact _______Xxxxx Xxxxx, ________, Esq. at _______ or ________ (000) 000-0000 for additional information that will be required. 3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)? o Yes o No If the answer to the above question is “Yes,” please contact Xxxxx Xxxxx & AssociatesXxxxx, PLLC Esq. at (xxxxx@xxxxxxxxxxxxxxxx.xxx or 516000) 000-284-1740) 0000 for additional information that will be required. 4(a). Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Xxxxx plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded.

Appears in 1 contract

Samples: Regulation S Subscription Agreement (Entertainment Art, Inc.)

Supplemental Data for Entities. 1. If the Investor is not a natural person, furnish the following supplemental data (natural persons may skip this Section C of the Investor Questionnaire): Legal form of entity (trust, corporation, partnership, etc.): _____________________________ Jurisdiction of organization: _____________________________________________________________________ 2. Was the Investor organized for the specific purpose of acquiring the Shares? o Yes o No If the answer to the above question is “Yes,” please contact _______Xxxxx Xxxxx, ________, Esq. at _______ or ________ (000) 000-0000 for additional information that will be required. 3. Are shareholders, partners or other holders of equity or beneficial interest in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor’s investment in the Company (i.e., can shareholders, partners or other holders of equity or beneficial interest in the Investor determine whether their capital will form part of the capital invested by the Investor in the Company)? o Yes o No If the answer to the above question is “Yes,” please contact Xxxxx Xxxxx & AssociatesXxxxx, PLLC Esq. at (xxxxx@xxxxxxxxxxxxxxxx.xxx or 516000) 000-284-1740) 0000 for additional information that will be required. 4(a). Please indicate whether or not the Investor is, or is acting on behalf of, (i) an employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is subject to ERISA, or (ii) an entity which is deemed to hold the assets of any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a foreign corporation, governmental entity or church, a Xxxxx plan covering no common-law employees and an individual retirement account are employee benefit plans within the meaning of Section 3(3) of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In general, a foreign or US entity which is not an operating company and which is not publicly traded or registered as an investment company under the Investment Company Act of 1940, as amended, and in which 25% or more of the value of any class of equity interest is held by employee pension or welfare plans (including an entity which is deemed to hold the assets of any such plan), would be deemed to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only Non-ERISA Plans were invested in such an entity, the entity generally would not be subject to ERISA. For purposes of determining whether this 25% threshold has been met or exceeded, the value of any equity interest held by a person (other than such a plan or entity) who has discretionary authority or control with respect to the assets of the entity, or any person who provides investment advice for a fee (direct or indirect) with respect to such assets, or any affiliate of such a person, is disregarded. o Yes o No 4(b). If the Investor is, or is acting on behalf of, such an employee benefit plan, or is an entity deemed to hold the assets of any such plan or plans, please indicate whether or not the Investor is subject to ERISA. o Yes o No 4(c.) If the Investor answered “Yes” to question 4.(b) and the Investor is investing the assets of an insurance company general account, please indicate what percentage of the Investor’s assets the purchase of the Shares is subject to ERISA. ___________%. 5. Does the amount of the Investor’s subscription for the Shares in the Company exceed 40% of the total assets (on a consolidated basis with its subsidiaries) of the Investor? o Yes o No If the question above was answered “Yes,” please contact Xxxxx Xxxxx, Esq. at (000) 000-0000 for additional information that will be required. 6(a). Is the Investor a private investment company which is not registered under the Investment Company Act, in reliance on Section 3(c)(1) or Section 3(c)(7) thereof? o Yes o No

Appears in 1 contract

Samples: Subscription Agreement (Charleston Basics Inc)

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