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EXHIBIT 1
SUBSCRIPTION AGREEMENT
THIS SUBSCRIPTION AGREEMENT (this "Agreement") is made as of the 20th
day of June 1997, by and between Grill Concepts, Inc., a corporation organized
under the laws of the State of Delaware (the "Company"), with its principal
offices at 00000 Xxx Xxxxxxx Xxxx., Xxxxx 000, Xxx Xxxxxxx, Xxxxxxxxxx 00000 and
the purchaser whose name and address is set forth on the signature page hereof
(the "Purchaser").
IN CONSIDERATION of the mutual covenants contained in this Agreement,
the Company and the Purchaser agree as follows:
SECTION 1. Designation and Authorization of Sale of the
Offered Securities. Subject to the terms and conditions of this Agreement, the
Company has authorized the sale of up to 200,000 shares of Common Stock (the
"Common Shares"), 1,000 shares of its Series I Convertible Preferred Stock, par
value $0.001 per share (the "Series I Preferred Shares"), 500 shares of its
Series II Convertible Preferred Stock, par value $0.001 per share (the "Series
II Preferred Shares"), 750,000 five year $2.00 Warrants (the "$2.00 Warrants")
and 750,000 five year $3.00 Warrants (the "$3.00 Warrants")(the Common Shares,
Series I Preferred Shares, Series II Preferred Shares, $2.00 Warrants and $3.00
Warrants are referred to collectively as the "Offered Securities"). The Series
I Preferred Shares and Series II Preferred Shares will be convertible into
shares (the "Conversion Shares") of the Company's common stock, par value
$.00001 per share (the "Common Stock"), on the terms, and shall have the
dividend, liquidation and other rights, set forth in the respective
Certificates of Designations (the "Certificate of Designations"), attached as
Exhibits F and G to the Confidential Private Placement Memorandum (as defined
in Section 4.5 hereof.) The $2.00 Warrants and $3.00 Warrants will be
exercisable to acquire shares (the "Warrant Shares") of the Company's Common
Stock on the terms set forth in the respective forms of Warrant (the
"Warrants") attached as Exhibits D and E to the Confidential Private Placement
Memorandum.
SECTION 2. Agreement to Sell and Purchase the Offered
Securities. (a) At the Closing (as defined in Section 3),
the Company will sell to the Purchaser, and the Purchaser will buy from the
Company, upon the terms and conditions hereinafter set forth, the number of
Offered Securities shown on the signature page hereof at a Purchase Price equal
to $1,500,000 multiplied by the portion of the total Offered Securities
subscribed.
(b) The Company proposes to enter into this same
form of subscription agreement with certain other investors (the "Other
Purchasers") and expects to complete sales of the Offered Securities to them.
The Purchaser and the Other Purchasers are hereinafter sometimes collectively
referred to as the "Purchasers," and this Agreement and the agreements executed
by the Other
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Purchasers are hereinafter sometimes collectively referred to as the
"Agreements." The term "Documents" shall mean this Agreement, the Certificate
of Designations and the Warrants, collectively, together with any Schedules or
exhibits thereto.
(c) The Company reserves the right to reject in
its sole discretion, this subscription for Offered Securities in whole or in
part at any time before the Closing Date notwithstanding prior receipt by the
Purchaser of notice of acceptance of his subscription, if the Company deems
such action to be in the best interests of the Company, or if the placement is
oversubscribed, or for any other reason. The Company reserves the right to
reject this subscription if the Company reasonably believes that the Purchaser
is not an "accredited investor" (as defined in Rule 501 under the Securities
Act of 1933, as amended (the "Securities Act").
SECTION 3. Delivery of the Offered Securities at the Closing.
The completion of the purchase and sale of the Offered Securities (the
"Closing") shall occur at the offices of the Company, at 12:00 p.m. (Los
Angeles Time) on or before June 20, 1997, (the "Closing Date"), unless extended
by mutual agreement of the Company and the Purchaser. The Purchaser shall wire
Federal Reserve funds, or deliver certified funds, in an amount equal to the
aggregate price set forth on the signature page hereof to the Company for
receipt no later than 12:00 p.m. (Los Angeles Time) on the Closing Date. At
the Closing, the Company shall deliver to the Purchaser one or more
certificates registered in the name of the Purchaser, or in such nominee
name(s) as designated by the Purchaser, representing the number of Offered
Securities set forth on the signature page hereof. The name(s) in which the
certificates are to be registered are set forth in the Stock Certificate
Questionnaire attached hereto as part of Appendix I. The Company's obligation
to complete the purchase and sale of the Offered Securities and deliver such
certificate(s) to the Purchaser at the Closing shall be subject to the
following condition, which may be waived by the Company without the consent of
each Purchaser: receipt by the Company of Federal Reserve funds in the full
amount of the purchase price for the Offered Securities being purchased
hereunder. The Purchaser's obligation to accept delivery of such
certificate(s) and to pay for the Offered Securities shall be subject to the
condition that the Company shall have (a) duly authorized and adopted the
Certificates of Designations establishing the terms of the Series I and Series
II Preferred Shares and filed the same with the Secretary of State of the State
of Delaware; and (b) duly authorized the issuance of the Offered Securities.
The Purchaser's obligations hereunder are not conditioned on the purchase by
any or all of the Other Purchasers of the Offered Securities that they have
agreed to purchase from the Company. The parties agree that there may be more
than one Closing.
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SECTION 4. Representations, Warranties and Covenants of the
Company. The Company hereby represents and warrants to, and covenants with,
the Purchaser as follows:
4.1. Organization and Qualification. Each of the
Company and its subsidiaries is a corporation duly organized, validly existing
and in good standing under the laws of its jurisdiction of incorporation and
has all requisite corporate power and authority to conduct its business as
currently conducted. Each of the Company and its subsidiaries is qualified to
do business as a foreign corporation and is in good standing in each
jurisdiction in which the failure to so qualify would have a material adverse
effect on the operations of the Company and its subsidiaries, taken as a whole.
4.2. Authorized Capital Stock; Authorization of
Securities. (a) As of June 2, 1997, the authorized capital stock of the
Company consists of: (i) 20,000,000 shares of common stock, par value $.00001
per share ("Common Stock"), of which 14,716,663 shares were validly issued and
are outstanding, fully paid and non-assessable; and (ii) 1,000,000 shares of
preferred stock, par value $.001 per share ("Preferred Stock"), of which 380
shares of Series A 10% Convertible Preferred Stock and 60 shares of Series B
Convertible Preferred Stock are outstanding. Except as set forth in the
Confidential Offering Memorandum (including warrants, options and other
securities described in Form 10-KSB of the Company for the year ended December
29, 1996 and Form 10-QSB for the quarter ended March 30, 1997, which Forms
appear as exhibits to the Confidential Offering Memorandum), there are no
outstanding securities exercisable for or convertible into shares of capital
stock of the Company. The Company has not completed any form of debt or equity
financing since March 30, 1997.
(b) The Offered Securities to be issued and sold
by the Company to the Purchasers will be, upon issuance and payment therefor,
duly authorized, validly issued, fully paid and non-assessable and will not be
subject to any preemptive or similar rights. The description of the Offered
Securities in the Confidential Offering Memorandum is complete and accurate in
all material respects.
(c) The Conversion Shares have been duly and
validly authorized and reserved for issuance upon conversion of the Series I
and Series II Preferred Shares and, when issued and delivered upon such
conversion, will be duly and validly issued and outstanding, fully paid and
non-assessable and will not have been issued in violation of or subject to any
preemptive rights or other similar rights. The Warrant Shares have been duly
and validly authorized and reserved for issuance upon exercise of the Warrants
and, when issued and delivered upon such payment, will be duly and validly
issued and outstanding, fully paid and non-assessable and will not have been
issued in violation of or subject to any
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preemptive rights or other similar rights. The shares which may be issuable as
dividends on the Series II Preferred Shares (the "Dividend Shares") have been
duly and validly authorized and reserved for issuance and, when issued and
delivered, will be duly and validly issued and outstanding, fully paid and
non-assessable and will not have been issued in violation of or subject to any
preemptive rights or other similar rights. The Conversion Shares, Dividend
Shares, and Warrant Shares are hereinafter collectively referred to as the
"Underlying Common Shares."
4.3. Due Execution, Delivery and Performance of
the Agreements. The Company has full power and authority to enter into this
Agreement and each Document. This Agreement has been, and each Document will
be, duly authorized, executed and delivered by the Company. The Company's
execution, delivery and performance of this Agreement and each Document will
not violate (i) any law, rule or regulation applicable to the Company or any of
its subsidiaries or (ii) the Certificate of Incorporation or Bylaws of the
Company or any of its subsidiaries or (iii) any provision of any indenture,
mortgage, agreement, contract or other instrument to which the Company or any
of its subsidiaries is a party or by which the Company or any of its
subsidiaries or any of their properties or assets is bound as of the date
hereof, or result in a breach of or constitute (upon notice or lapse of time or
both) a default under any such indenture, mortgage, agreement, contract or
other instrument or result in the creation or imposition of any lien, security
interest, mortgage, pledge, charge or other encumbrance upon any properties or
assets of the Company or any of its subsidiaries, except, in the case of such
clause (iii), where such violation, breach or default would not have a material
adverse effect on the business, properties, prospects, condition (financial or
otherwise), net worth or results of operations of the Company and its
subsidiaries taken as a whole (a "Material Adverse Effect"). Upon their
execution and delivery (assuming the valid execution thereof by the respective
parties thereto other than the Company), this Agreement and the Documents will
constitute valid and binding obligations of the Company, enforceable in
accordance with their respective terms, except as enforceability may be limited
by applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting creditors' and contracting parties' rights generally and except
as enforceability may be subject to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).
4.4. Litigation. Except as described in the
Confidential Offering Memorandum, there is no action, suit or proceeding before
or by any court or governmental agency or body, domestic or foreign, now
pending, or, to the knowledge of the Company, threatened, against or affecting
the Company or any of its subsidiaries which might result in any material
adverse change in the condition, financial or otherwise, or in the earnings,
business affairs or business prospects of the Company and its subsidiaries,
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taken as a whole, or which might materially and adversely affect their property
or assets or which might materially and adversely affect the consummation of
this Agreement and the other Documents; all pending legal or governmental
proceedings to which the Company or any of its subsidiaries is a party or of
which any of their property or assets is the subject which are not described in
the Confidential Offering Memorandum, including ordinary routine litigation
incidental to the business, are, considered in the aggregate, not material to
the business of the Company and its subsidiaries, taken as a whole.
4.5. Additional Information. The information
contained in the following documents which the Company has furnished to the
Purchaser, or will furnish prior to the Closing, is or will be true and correct
in all material respects as of their respective filing dates:
(a) the Company's Annual Report on Form 10-KSB
for the year ended December 29, 1996;
(b) the Company's Quarterly Report on Form 10-Q
dated March 30, 1997;
(c) the Confidential Offering Memorandum dated
June 18, 1997 containing certain summary
information relating to the sale of the
Offered Securities to the Purchasers by the
Company pursuant to the Agreements
(references herein to the Confidential
Offering Memorandum include such memorandum
and all exhibits thereto); and
(d) all other documents, if any (the "Other
Exchange Act Documents"), filed by the
Company with the Securities and Exchange
Commission (the "Commission") since the date
of filing of the aforementioned Form 10-KSB
with the Commission pursuant to the reporting
requirements of the Securities Exchange Act
of 1934, as amended (the "Exchange Act").
4.6. No Material Change; No Material Misstatement
or Omission. (a) As of the date hereof, there has been no material
adverse change in the consolidated financial condition, business or results of
operations of the Company since March 30, 1997. Since March 30, 1997, neither
the Company nor any of its subsidiaries has incurred, other than in the
ordinary course of its business, any material liabilities or obligations,
direct or contingent, nor has the Company or any of its subsidiaries, nor paid
or declared any dividends or other distributions on their capital stock; and
there has been no change in the capital stock or, consolidated long-term debt
or, any increase in the
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consolidated short-term borrowings (other than in the ordinary course of
business) of the Company or any material adverse change to the business,
properties, assets, net worth, condition (financial or other), results of
operations or prospects of the Company and its subsidiaries, taken as a whole
(other than the continuing losses from operations and the corresponding
reduction of net worth).
(b) As of the date thereof, the Confidential
Offering Memorandum, including all addenda and exhibits thereto, does not
contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading.
4.7. Compliance with Rules and Regulations. The
offering and sale of the Offered Securities pursuant to the terms and
conditions of the Confidential Offering Memorandum and the Agreements do not
violate Schedule D to the NASD By-Laws. The Company has not received any oral
or written notification regarding its continued listing eligibility on any
securities exchange or securities market.
4.8. Issuance of Shares. The Company shall within
two (2) business days of the receipt by the Company of certificates evidencing
the Preferred Shares being converted, deliver to its transfer agent
instructions to immediately issue to such Purchaser, a certificate or
certificates representing the number of Conversion Shares and Dividend Shares
to which such Purchaser is entitled, which shall be legended as provided in the
Certificate of Designations.
4.9. No Consents, Etc. No consent, approval,
authorization, order, registration, filing, qualification, license or permit of
or with any court or any public, governmental, or regulatory agency or body
having jurisdiction over the Company or any of its subsidiaries or any of their
respective properties or assets is required for the execution, delivery and
performance of this Agreement or the consummation of the transactions
contemplated hereby, except for such as may be required by under state
securities or Blue Sky laws in connection with the purchase and distribution of
the Offered Securities.
4.10. Securities Law Compliance. Assuming the
compliance by the Purchasers with their representations and warranties set
forth herein and in the other Agreements, the issuance, offer and sale by the
Company to the Purchasers of the Offered Securities is exempt from the
registration requirements of the Securities Act pursuant to Section 4(2) or
3(b) thereof. During the past 12 months, the Company has filed all reports and
other filings applicable to it pursuant to the Exchange Act.
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SECTION 5. Representations, Warranties and Covenants of the
Purchaser. (a) The Purchaser represents and warrants to, and covenants with,
the Company that: (i) the Purchaser is knowledgeable, sophisticated and
experienced in making, and is qualified to make, decisions with respect to
investments in shares presenting an investment decision like that involved in
the purchase of the Offered Securities, including investments in securities
issued by the Company, and has requested, received, reviewed and considered all
information it deems relevant in making an informed decision to purchase the
Offered Securities; (ii) the Purchaser is acquiring the number of Offered
Securities set forth on the signature page hereof in the ordinary course of its
business and for its own account for investment only and with no present
intention of distributing any of such Offered Securities or Underlying Common
Shares or any arrangement or understanding with any other persons regarding the
distribution or purchase of such Offered Securities or Underlying Common Shares
(this representation and warranty does not limit the Purchaser's right to sell
pursuant to an exemption from registration or pursuant to any registration
statement to be filed by the Company pursuant to the piggyback registration
rights included in the Offered Securities ("Registration Rights"); (iii) the
Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or
otherwise dispose of (or solicit any offers to buy, purchase or otherwise
acquire or take a pledge of) any of the Offered Securities or Underlying Common
Shares except in compliance with the Securities Act of 1933, as amended (the
"Securities Act"), and the rules and regulations promulgated thereunder and
under the Exchange Act, and the rules and regulations promulgated thereunder,
and the terms and conditions of this Agreement; (iv) the Purchaser has
completed or caused to be completed the Stock Certificate Questionnaire,
attached hereto as Appendix I, and the answers thereto are true and correct to
the best knowledge of the Purchaser as of the date hereof; (v) the Purchaser
has, in connection with its decision to purchase the number of Offered
Securities set forth on the signature page hereof, relied solely upon its own
investigation and the Confidential Offering Memorandum, receipt of which is
hereby acknowledged, and the representations and warranties of the Company
contained in writing herein, and has not relied upon any other statements,
representations, warranties, covenants or assurances of the Company; (vi) the
Purchaser is an "accredited investor" within the meaning of Rule 501 of
Regulation D promulgated under the Securities Act ("Regulation D"); and (vii)
the Purchaser understands that the Offered Securities and the Underlying Common
Shares will contain a legend to the following effect:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD,
TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER AN EFFECTIVE
REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF
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1933, AS AMENDED, OR AN OPINION OF COUNSEL THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT.
and, the certificates evidencing the Common Shares, Series I Preferred Shares
and underlying Conversion Shares shall bear a legend to the following effect:
THE HOLDER OF THE SHARES EVIDENCED BY THIS CERTIFICATE SHALL PROVIDE
WRITTEN NOTICE TO GRILL CONCEPTS, INC. OF ANY SALE, TRANSFER OR
ASSIGNMENT OF THE SHARES EVIDENCED HEREBY OCCURRING ON OR BEFORE JUNE
____, 2000. IN THE EVENT OF ANY SALE, TRANSFER OR ASSIGNMENT ON OR
BEFORE SUCH DATE, OTHER THAN TRANSFERS OR ASSIGNMENTS TO PERMITTED
TRANSFEREES (AS DEFINED IN THE $2.00 WARRANTS AND $3.00 WARRANTS) OR
TRANSFERS OR ASSIGNMENTS TO WHICH GRILL CONCEPTS HAS PREVIOUSLY
CONSENTED, THE $2.00 WARRANTS AND $3.00 WARRANTS ISSUED IN CONNECTION
WITH GRILL CONCEPTS' INITIAL SALE OF THE SECURITIES EVIDENCED HEREBY
MAY BE SUBJECT TO CANCELLATION.
(b) The Purchaser hereby covenants with the Company
that it will not directly or indirectly make any offer, sale, pledge, transfer
or other disposition of the Offered Securities or the Underlying Common Shares
other than in accordance with all applicable federal and state securities laws
and the terms and conditions of this Agreement, including, but not limited to,
the other representations, warranties and covenants of the Purchaser in this
Section 5.
(c) The Purchaser further represents and warrants
to, and covenants with, the Company that (i) the Purchaser has full right,
power, authority and capacity to enter into this Agreement and to consummate
the transactions contemplated hereby and has taken all necessary action to
authorize the execution, delivery and performance of this Agreement, and (ii)
upon the execution and delivery of this Agreement, this Agreement shall
constitute a valid and binding obligation of the Purchaser enforceable in
accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting creditors' and contracting parties' rights generally and except as
enforceability may be subject to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law).
(d) The Purchaser acknowledges that it has had
such access to financial and other information concerning the Company and the
Offered Securities as it deemed necessary in connection with its decision to
purchase the Offered Securities, including an opportunity to ask questions and
request information from the Company and its management, all such questions
have been answered and all information requested has been provided to the
satisfaction of the Purchaser, and the Purchaser has not relied on any third
party to conduct due diligence.
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(e) If the Purchaser proposes to sell, pledge,
assign or otherwise transfer or convey, directly or indirectly, any of the
Offered Securities or the Underlying Common Shares other than pursuant to an
effective registration statement, then the Purchaser shall provide the Company,
prior to the sale of any such Offered Securities or the Underlying Common
Shares with a legal opinion in form and substance satisfactory to the Company
of legal counsel satisfactory to the Company that such sale, pledge,
assignment, transfer or conveyance is exempt from the registration requirements
under the Securities Act and any applicable state securities and blue sky laws.
SECTION 6. Survival of Representations, Warranties and
Agreements. Notwithstanding any representation made by any party to this
Agreement, all covenants, agreements, representations and warranties made by
the Company and the Purchaser in writing herein and in the closing certificates
delivered pursuant hereto shall survive the execution of this Agreement, the
delivery to the Purchaser of the Offered Securities being purchased and the
payment therefor.
SECTION 7. Broker's Fee. Each of the parties hereto hereby
represents that, on the basis of any actions and agreements by it, there are no
brokers or finders entitled to compensation in connection with the sale of the
Offered Securities to the Purchaser.
SECTION 8. Notices. All notices, requests, consents and
other communications hereunder shall be in writing, shall be by telecopier,
with a copy being mailed by a nationally recognized overnight express courier,
and shall be deemed given when receipt is acknowledged by transmit confirmation
report and shall be addressed as follows:
(a) if to the Company, to:
Grill Concepts, Inc.
00000 Xxx Xxxxxxx Xxxx., Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxxx Xxxxxxxxx, Vice-Chairman
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
or to such other person at such other place as the Company
shall designate to the Purchaser in writing;
(b) if to the Purchaser, at its address and
telecopier number as set forth at the end of
this Agreement, or at such other address or
addresses as may have been furnished to the
Company in writing.
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SECTION 9. Changes. This Agreement may not be modified
or amended except pursuant to an instrument in writing signed by the Company
and the Purchaser.
SECTION 10. Headings. The headings of the various
sections of this Agreement have been inserted for convenience of reference only
and shall not be deemed to be part of this Agreement.
SECTION 11. Severability. In case any provision
contained in this Agreement should be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein shall not in any way be affected or impaired thereby.
SECTION 12. Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the State of
California (without reference to its rules as to conflicts of law) and the
federal law of the United States of America.
SECTION 13. Counterparts. This Agreement may be executed
in two or more counterparts, each of which shall constitute an original, but
all of which, when taken together, shall constitute but one instrument, and
shall become effective when one or more counterparts have been signed by each
party hereto and delivered to the other parties. Facsimile signatures are
considered to be originals and shall have the same effect.
SECTION 14. Entire Agreement. This Agreement is intended
by the parties as a final expression of their agreement and intended to be a
complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein. This
Agreement supersedes all prior agreements and understandings between the
parties with respect to such subject matter.
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IN WITNESS WHEREOF, the Purchaser has caused this Agreement to be
executed by its duly authorized representative as of the day and year first
above written.
Print or Type: Name of Purchaser
(Individual or Institution):
Xxxxx X. Xxxxx, Trustee of Xxxxx
Revocable Trust of 1993
-----------------------------------
Name of Individual representing
Purchaser (if an Institution):
NA
-----------------------------------
Title of Individual representing
Purchaser (if an Institution):
NA
-----------------------------------
Signature by: Individual Purchaser or Individual
representing Purchaser:
[SIG]
-----------------------------------
Address: 00000 Xx Xxxxxx Xxxxxx
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Xxx Xxxxxxx, XX 00000
-----------------------------------
Telephone: (000) 000-0000
-----------------------------------
Telecopier: (000) 000-0000
-----------------------------------
AGGREGATE PURCHASE PRICE OF OFFERED
SECURITIES SUBSCRIBED: $1,500,000
-----------------------------------
SECURITIES SUBSCRIBED:
COMMON SHARES: 200,000
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SERIES I PREFERRED SHARES: 1,000
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SERIES II PREFERRED SHARES: 500
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$2.00 WARRANTS: 750,000
----------------------------------
$3.00 WARRANTS: 750,000
----------------------------------
ACCEPTED AND AGREED TO
THIS 20TH DAY OF JUNE 1997:
GRILL CONCEPTS, INC.
By: [SIG]
---------------------------
Name: Xxxxxx Xxxxxx
Title: President
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Appendix I
GRILL CONCEPTS, INC.
STOCK CERTIFICATE QUESTIONNAIRE
Pursuant to Section 3 of the Agreement, please provide us with the
following information:
1. The exact name that your Common Shares, Preferred
Shares and Warrants are to be registered in (this
is the name that will appear on your stock
certificate(s)). You may use a nominee name if
appropriate: Xxxxx Revocable Trust
of 1993
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2. The relationship between the Purchaser and
the Registered Holder listed in response to
item 1:
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3. The mailing address of the Registered Holder
listed in response to item 1 above:
00000 Xx Xxxxxx Xxx #000
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Xxx Xxxxxxx XX 00000
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4. The Social Security Number or Tax Identification
Number of the Registered Holder listed
in response to item 1 above:
000 00 0000
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