Contract
NONE
OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE
“SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE
SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN
THE
UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS.
(United
States Accredited Subscribers Only)
TO:
ETHOS
ENVIRONMENTAL, INC. (the “Company”)
0000
XXXXXXXX XXX
XXX
XXXXX, XX 00000 XXX
Purchase
of Shares
1.
Subscription
1.1
The
undersigned, namely, Xxxxx Xxxxxxxxx, (the “Subscriber”) hereby irrevocably
subscribes for and agrees to purchase from the Company, on the basis of the
representations and warranties and subject to the terms and conditions set
forth
herein, 50,000 common shares in the capital of the Company (the “Shares”) at the
price of US$1.00 per Share (such subscription and agreement to purchase being
the “Subscription”) for the total purchase price of $50,000 (the “Subscription
Proceeds”) which is tendered herewith, on the basis of the representations and
warranties and subject to the terms and conditions set forth
herein.
1.2
Subject
to the terms hereof, the Subscription will be effective upon its acceptance
by
the Company. The Subscriber acknowledges that the offering of the Shares
contemplated hereby is part a private placement of Shares having an aggregate
subscription level of US$50,000 (the “Offering”). The Offering is not subject to
any minimum aggregate subscription level.
2.
Payment
2.1
The
Subscription Proceeds must accompany this Subscription and shall be paid by
certified check or bank draft drawn on a U.S. national bank made payable and
delivered to the Company. Alternatively, the Subscription Proceeds may be wired
to the Company to the wiring instructions that are provided in this Subscription
Agreement.
2.2
The
Subscriber acknowledges and agrees that this Subscription Agreement, the
Subscription Proceeds and any other documents delivered in connection herewith
will be held on behalf of the Company. In the event that this Subscription
Agreement is not accepted by the Company for whatever reason, which the Company
expressly reserves the right to do, within 30 days of the delivery of an
executed Subscription Agreement by the Subscriber, this Subscription Agreement,
the Subscription Proceeds (without interest thereon) and any other documents
delivered in connection herewith will be returned to the Subscriber at the
address of the Subscriber as set forth in this Subscription
Agreement.
2.3
Where
the
Subscription Proceeds are paid to the Company, the Company is entitled to treat
such Subscription Proceeds as an interest free loan to the Company until such
time as the Subscription is accepted and the certificates representing the
Shares have been issued to the Subscriber.
3.
Questionnaire
and Undertaking and Direction
3.1 The
Subscriber must complete, sign and return to the Company the following
documents:
(a)
two
(2)
executed copies of this Subscription Agreement; and
(b)
a
Prospective Investor Suitability Questionnaire in the form attached as Appendix
1 (the “Questionnaire”).
3.2 The
Subscriber shall complete, sign and return to the Company as soon as possible,
on request by the Company, any documents, questionnaires, notices and
undertakings as may be required by regulatory authorities, stock exchanges
and
applicable law.
4.
Closing
4.1 Closing
of the offering (the “Offering”) of the Shares (the “Closing”) shall occur on
March ___, 2007, or on such other date as may be determined by the Company
(the
“Closing Date”).
5.
Acknowledgements
of Subscriber
5.1
The
Subscriber acknowledges and agrees that:
(a)
the
Shares have not been registered under the 1933 Act, or under any state
securities or “blue
sky” laws of any state of the United States, and are being offered only in a
transaction not involving any
public offering within the meaning of the 1933 Act, and, unless so registered,
may not be offered or sold
in
the United States or to U.S. Persons (as defined herein), except pursuant to
an
effective registration statement
under the 1933 Act, or pursuant to an exemption from, or in a transaction not
subject to, the registration
requirements of the 1933 Act, and in each case only in accordance with
applicable state securities
laws;
(b)
the
Company will refuse to register any transfer of the Shares not made in
accordance with
the
provisions of Regulation S, pursuant to an effective registration statement
under the 1933 Act or pursuant
to an available exemption from, or in a transaction not subject to, the
registration requirements of the
1933
Act;
(c)
the
Company has not undertaken, and will have no obligation, to register any of
the
Shares
under the 1933 Act;
(d)
the
decision to execute this Subscription Agreement and purchase the Shares agreed
to be
purchased hereunder has not been based upon any oral or written representation
as to fact or otherwise made
by
or on behalf of the Company and such decision is based entirely upon a review
of
information (the
“Company Information”) which has been provided by the Company to the Subscriber.
If the Company has
presented a business plan or any other type of corporate profile to the
Subscriber, the Subscriber acknowledges
that the business plan, the corporate profile and any projections or predictions
contained in any
such
documents may not be achieved or be achievable;
(e)
the
Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity
to
ask questions
of and receive answers from the Company regarding the Offering, and to obtain
additional information,
to the extent possessed or obtainable without unreasonable effort or expense,
necessary
to verify
the accuracy of the information contained in the Company Information, or any
business plan, corporate
profile or any other document provided to the Subscriber;
(f)
the
books
and records of the Company were available upon reasonable notice for
inspection,
subject to certain confidentiality restrictions, by the Subscriber during
reasonable business hours
at
its principal place of business and that all documents, records and books
pertaining to this Offering
have been made available for inspection by the Subscriber, the Subscriber's
attorney and/or advisor(s);
(g)
by
execution hereof the Subscriber has waived the need for the Company to
communicate
its acceptance of the purchase of the Shares pursuant to this Subscription
Agreement;
(h)
the
Company is entitled to rely on the representations and warranties and the
statements and
answers of the Subscriber contained in this Subscription Agreement and in the
Questionnaire, and the Subscriber
will hold harmless the Company from any loss or damage it may suffer as a result
of the Subscriber's
failure to correctly complete this Subscription Agreement or the Questionnaire;
(i)
the
Subscriber will indemnify and hold harmless the Company and, where applicable,
its respective
directors, officers, employees, agents, advisors and shareholders from and
against any and all loss,
liability, claim, damage and expense whatsoever (including, but not limited
to,
any and all fees, costs and
expenses whatsoever reasonably incurred in investigating, preparing or defending
against any claim, lawsuit,
administrative proceeding or investigation whether commenced or threatened)
arising out of or based
upon any representation or warranty of the Subscriber contained herein, the
Questionnaire or in any other
document furnished by the Subscriber to the Company in connection herewith,
being untrue in any material
respect or any breach or failure by the Subscriber to comply with any covenant
or agreement made
by
the Subscriber to the Company in connection therewith;
(j)
the
issuance and sale of the Shares to the Subscriber will not be completed if
it
would be unlawful
or if, in the discretion of the Company acting reasonably, it is not in the
best
interests of the Company;
(k)
the
Subscriber has been advised to consult its own legal, tax and other advisors
with respect
to the merits and risks of an investment in the Shares and with respect to
applicable resale restrictions
and it is solely responsible (and the Company is in any way responsible) for
compliance with applicable
resale restrictions;
(l)
the
Shares are not listed on any stock exchange or automated dealer quotation system
and
no
representation has been made to the Subscriber that any of the Shares will
become listed on any stock
exchange or automated dealer quotation system, except that currently certain
market makers make market
in
shares of the Company on the National Association of Securities Dealers Inc.'s
OTC Bulletin Board;
(m)
neither
the SEC nor any other securities commission or similar regulatory authority
has
reviewed
or passed on the merits of the Shares;
(n)
no
documents in connection with this Offering have been reviewed by the SEC or
any
state
securities administrators;
(o)
there
is
no government or other insurance covering any of the Shares; and
6.
Representations,
Warranties and Covenants of the Subscriber
6.1 The
Subscriber hereby represents and warrants to and covenants with the Company
(which representations, warranties and covenants shall survive the Closing)
that:
(a)
the
Subscriber is resident in the United States;
(b)
the
Subscriber has received and carefully read this Subscription Agreement;
(c)
the
Subscriber has the legal capacity and competence to enter into and execute
this
Subscription
Agreement and to take all actions required pursuant hereto and, if the
Subscriber is a corporation,
it is duly incorporated and validly subsisting under the laws of its
jurisdiction of incorporation and
all
necessary approvals by its directors, shareholders
and others have been obtained to authorize execution
and performance of this Subscription Agreement on behalf of the Subscriber;
(d)
the
Subscriber (i) has adequate net worth and means of providing for its current
financial needs
and
possible personal contingencies, (ii) has no need for liquidity in this
investment, and (iii) is able to
bear
the economic risks of an investment in the Shares for an indefinite period
of
time, and can afford the
complete loss of such investment;
(e)
the
Subscriber is aware that an investment in the Company is speculative and
involves certain
risks, including the possible loss of the investment;
(f)
the
entering into of this Subscription Agreement and the transactions contemplated
hereby
do
not result in the violation of any of the terms and provisions of any law
applicable to, or, if applicable,
the constating documents of, the Subscriber, or of any agreement, written or
oral, to which the Subscriber
may be a party or by which the Subscriber is or may be bound;
(g)
the
Subscriber has duly executed and delivered this Subscription Agreement and
it
constitutes
a valid and binding agreement of the Subscriber enforceable against the
Subscriber;
(h)
the
Subscriber has the requisite knowledge and experience in financial and business
matters
as to be capable of evaluating the merits and risks of the investment in the
Shares and the Company,
and the Subscriber is providing evidence of such knowledge and experience in
these matters through
the information requested in the Questionnaire;
(i)
the
Subscriber understands and agrees that the Company and others will rely upon
the
truth
and
accuracy of the acknowledgements, representations and agreements contained
in
this Subscription
Agreement, and agrees that if any of such acknowledgements, representations
and
agreements
are no longer accurate
or have been breached, the Subscriber shall promptly notify the Company;
(j)
All
information contained in the Questionnaire is complete and accurate and may
be
relied
upon by the Company, and the Subscriber will notify the Company immediately
of
any material change
in
any such information occurring prior to the closing of the purchase of the
Shares;
(k)
the
Subscriber is purchasing the Shares for its own account for investment purposes
only and
not
for the account of any other person and not for distribution, assignment or
resale to others, and no other
person has a direct or indirect beneficial interest is such Shares, and the
Subscriber has not subdivided
his interest in the Shares with any other person;
(l)
the
Subscriber is not an underwriter of, or dealer in, the common shares of the
Company, nor
is
the Subscriber participating, pursuant to a contractual agreement or otherwise,
in the distribution of the
Shares;
(m)
the
Subscriber has made an independent examination and investigation of an
investment in
the
Shares and the Company and has depended on the advice of its legal and financial
advisors and agrees
that the Company will not be responsible in anyway whatsoever for the
Subscriber's decision to invest
in
the Shares and the Company;
(n)
if
the
Subscriber is acquiring the Shares as a fiduciary or agent for one or more
investor accounts,
the investor accounts for which the Subscriber acts as a fiduciary or agent
satisfy the definition of
an
“Accredited Investor”, as the term is defined under Regulation D of the 1933
Act;
(o)
if
the
Subscriber is acquiring the Shares as a fiduciary or agent for one or more
investor accounts,
the Subscriber has sole investment discretion with respect to each such account,
and the Subscriber
has full power to make the foregoing acknowledgements, representations and
agreements on behalf
of
such account;
(p)
the
Subscriber is not aware of any advertisement of any of the Shares and is not
acquiring
the Shares as a result of any form of general solicitation or general
advertising including advertisements,
articles, notices or other communications published in any newspaper, magazine
or similar media
or
broadcast over radio or television, or any seminar or meeting whose attendees
have been invited by
general solicitation or general advertising; and
(q)
no
person
has made to the Subscriber any written or oral representations:
(i)
that
any
person will resell or repurchase any of the Shares;
(ii)
that
any
person will refund the purchase price of any of the Shares;
(iii)
as
to the
future price or value of any of the Shares; or
(iv)
that
any
of the Shares will be listed and posted for trading on any stock exchange
or automated dealer quotation system or that application has been made to list
and post any
of
the Shares of the Company on any stock exchange or automated dealer quotation
system.
6.2 In
this
Subscription Agreement, the term “U.S. Person” shall have the meaning ascribed
thereto in Regulation S and for the purpose of the Subscription includes any
person in the United States.
7.
Acknowledgement
and Waiver
7.1
The
Subscriber has acknowledged that the decision to purchase the Shares was solely
made on the basis of publicly available information. The Subscriber hereby
waives, to the fullest extent permitted by law, any rights of withdrawal,
rescission or compensation for damages to which the Subscriber might be entitled
in connection with the distribution of any of the Shares.
8. Representations
and Warranties will be Relied Upon by the Company
8.1
The
Subscriber acknowledges that the representations and warranties contained herein
are made by it with the intention that they may be relied upon by the Company
and its legal counsel in determining the Subscriber's eligibility to purchase
the Shares under applicable securities legislation, or (if applicable) the
eligibility of others on whose behalf it is contracting hereunder to purchase
the Shares under applicable securities legislation.
The
Subscriber further agrees that by accepting delivery of the certificates
representing the Shares on the Closing Date, it will be representing and
warranting that the representations and warranties contained herein are true
and
correct as at the Closing Date with the same force and effect as if they had
been made by the Subscriber at the Closing Date and that they will survive
the
purchase by the Subscriber of Shares and will continue in full force and effect
notwithstanding any subsequent disposition by the Subscriber of such
Shares.
9.
Resale
Restrictions
9.1
The
Subscriber acknowledges that any resale of the Shares will be subject to resale
restrictions contained in the securities legislation applicable to each
Subscriber or proposed transferee. The Subscriber acknowledges that the Shares
have not been registered under the 1933 Act of the securities laws of any state
of the United States and that the Company does not intend to register same
under
the 1933 Act, or the securities laws of any such state and has no obligation
to
do so. The Shares may not be offered or sold in the United States unless
registered in accordance with federal securities laws and all applicable state
securities laws or exemptions from such registration requirements are
available.
10.
Legending
and Registration of Subject Shares
10.1
The
Subscriber hereby acknowledges that that upon the issuance thereof, and until
such time as the same is no longer required under the applicable securities
laws
and regulations, the certificates representing any of the Shares will bear
a
legend in substantially the following form:
“NONE
OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE
SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT
TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS.”
The
Subscriber hereby acknowledges and agrees to the Company making a notation
on
its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Subscription Agreement.
11.
Costs
11.1
The
Subscriber acknowledges and agrees that all costs and expenses incurred by
the
Subscriber (including any fees and disbursements of any special counsel retained
by the Subscriber) relating to the purchase of the Shares shall be borne by
the
Subscriber.
11.2 The
Subscriber hereby acknowledges and agrees to the Company making a notation
on
its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Subscription Agreement.
12. Governing
Law
12.1
This
Subscription Agreement is governed by the laws of the State of Nevada and the
federal laws of the United States of America applicable therein. The Subscriber,
in its personal or corporate capacity and, if applicable, on behalf of each
beneficial purchaser for whom it is acting, irrevocably agrees to the
jurisdiction of the State of Nevada.
13. Survival
13.1 This
Subscription Agreement, including without limitation the representations,
warranties and covenants contained herein, shall survive and continue in
full force and effect and be binding upon the parties hereto notwithstanding
the
completion of the purchase of the Shares by the Subscriber pursuant
hereto.
14.
Assignment
14.1
This
Subscription Agreement is not transferable or assignable.
15. Severability
15.1
The
invalidity or unenforceability of any particular provision of this Subscription
Agreement shall not affect or limit the validity or enforceability of the
remaining provisions of this Subscription Agreement.
16.
Entire
Agreement
16.1
Except
as
expressly provided in this Subscription Agreement and in the agreements,
instruments and other documents contemplated or provided for herein, this
Subscription Agreement contains the entire agreement between the parties
with respect to the sale of the Shares and there are no other terms,
conditions, representations or warranties, whether expressed, implied, oral
or written, by statute or common law, by the Company or by anyone else.
17.
Notices
17.1 All
notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard
form of telecommunication. Notices to the Subscriber shall be directed to
the address on the signature page of this Subscription Agreement and notices
to
the Company shall be directed to it at the address written above,
Attention: The President; fax number: (000) 000-0000.
18.
Counterparts
and Electronic Means
18.1
This
Subscription Agreement may be executed in any number of counterparts, each
of
which, when so executed and delivered, shall constitute an original and all
of
which together shall constitute one instrument. Delivery of an executed copy
of
this Agreement by electronic facsimile transmission or other means of electronic
communication capable of producing a printed copy will be deemed to be execution
and delivery of this Agreement as of the date hereinafter set forth.
IN
WITNESS WHEREOF,
the
Subscriber has duly executed this Subscription Agreement as of the date
hereinafter set forth.
DELIVERY
AND REGISTRATION INSTRUCTIONS
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1.
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Delivery
- please deliver the Share certificates to:
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_________________________________________________________________
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_________________________________________________________________
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2.
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Registration
- registration of the certificates which are to be delivered at closing
should be made as follows:
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_________________________________________________________________
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(name)
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_________________________________________________________________
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(address)
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3.
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The
undersigned hereby acknowledges that he or she will deliver to the
Company
all such additional completed forms in respect of the Subscriber's
purchase of the Shares as may be required for filing with the appropriate
securities commissions and regulatory authorities.
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_________________________________________________________________
(Name
of
Subscriber - Please type or print)
_________________________________________________________________
(Signature
and, if applicable, Office)
_________________________________________________________________
(Address
of Subscriber)
_________________________________________________________________
(City,
State, and Zip Code of Subscriber)
United
States of America
_________________________________________________________________
(Country
of Subscriber)
_________________________________________________________________
(Fax
Number and email address)
ACCEPTANCE
The
above-mentioned Subscription Agreement in respect of the Shares is hereby
accepted by Ethos Environmental, Inc.
DATED
at
__________________________________, the _______day of __________________,
2007.
___________________________________________
Title:
Authorized
Signatory
APPENDIX
1
ACCREDITED
INVESTOR QUESTIONNAIRE
All
capitalized terms herein, unless otherwise defined, have the meanings ascribed
thereto in the Subscription Agreement.
This
Questionnaire is for use by each Subscriber who is a US person (as that term
is
defined Regulation S of the United States Securities Act of 1933 (the “1933
Act”)) and has indicated an interest in purchasing Shares of ETHOS
ENVIRONMENTAL, INC. (the “Company”). The purpose of this Questionnaire is to
assure the Company that each Subscriber will meet the standards imposed by
the
1933 Act and the appropriate exemptions of applicable state securities laws.
The
Company will rely on the information contained in this Questionnaire for the
purposes of such determination. The Shares will not be registered under the
1933
Act in reliance upon the exemption from registration afforded by Section 3(b)
and/or Section 4(2) and Regulation D of the 1933 Act. This Questionnaire is
not
an offer of the Shares or any other securities of the Company in any state
other
than those specifically authorized by the Company.
All
information contained in this Questionnaire will be treated as confidential.
However, by signing and returning this Questionnaire, each Subscriber agrees
that, if necessary, this Questionnaire may be presented to such parties as
the
Company deems appropriate to establish the availability, under the 1933 Act
or
applicable state securities law, of exemption from registration in connection
with the sale of the Shares hereunder.
The
Subscriber covenants, represents and warrants to the Company that it satisfies
one or more of the categories of “Accredited Investors”, as defined by
Regulation D promulgated under the 1933 Act, as indicated below: (Please initial
in the space provide those categories, if any, of an “Accredited Investor” which
the Subscriber satisfies)
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Category 1
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An
organization described in Section 501(c)(3) of the United States
Internal
Revenue Code,
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a
corporation, a Massachusetts or similar business trust or partnership,
not
formed for the specific
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purpose
of acquiring the Shares, with total assets in excess of US
$5,000,000;
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______
Category 2
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A
natural person whose individual net worth, or joint net worth
with that person's spouse, on the
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date
of purchase exceeds US $1,000,000;
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______
Category 3
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A
natural person who had an individual income in excess of US $200,000
in each of the two most
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recent
years or joint income with that person's spouse in excess of US $300,000
in each of those years and has a reasonable expectation of reaching
the same income level in the current year;
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______
Category 4
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A
“bank” as defined under Section (3)(a)(2) of the 1933 Act or
savings and loan association or other institution as defined
in Section 3(a)(5)(A) of the 1933 Act acting in its individual or
fiduciary capacity; a broker dealer registered pursuant to Section 15
of the Securities Exchange Act of 0000 (Xxxxxx Xxxxxx); an insurance
company as defined in Section 2(13) of the 1933 Act; an investment
company registered under the Investment Company Act of 1940 (United
States) or a business development company as defined in Section
2(a)(48) of such Act; a Small Business Investment Company licensed by
the U.S. Small Business Administration under Section 301(c) or (d) of
the Small Business Investment Act of 0000 (Xxxxxx Xxxxxx); a plan
with total assets in excess of $5,000,000 established and maintained
by a state, a political subdivision thereof, or an agency or
instrumentality of a state or a political subdivision thereof, for
the benefit of its employees; an employee benefit plan within the
meaning
of the Employee Retirement Income Security Act of 1974 (United
States) whose investment decisions are made by a plan fiduciary, as
defined in Section 3(21) of such Act, which is either a bank, savings
and loan association, insurance company or registered investment
adviser, or if the employee benefit plan has total assets in excess
of $5,000,000, or, if a self- directed plan, whose investment decisions
are made solely by persons that are accredited
investors;
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A
private business development company as defined in Section 202(a)(22)
of the Investment Xxxxxxxx Xxx xx 0000
(Xxxxxx Xxxxxx);
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Category 6
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A
director or executive officer of the Company;
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Category 7
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A
trust with total assets in excess of $5,000,000, not formed for
the specific purpose of acquiring the Shares, whose purchase is
directed by a sophisticated person as described in Rule 506(b)(2)(ii)
under the 1933 Act;
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Category 8
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An
entity in which all of the equity owners satisfy the requirements
of one
or more of the foregoing categories;
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Note
that
prospective Subscribers claiming to satisfy one of the above categories of
Accredited Investor may be required to supply the Company with a balance sheet,
prior years' federal income tax returns or other appropriate documentation
to
verify and substantiate the Subscriber's status as an Accredited
Investor.
If
the
Subscriber is an entity which initialed Category 8 in reliance upon the
Accredited Investor categories above, state the name, address, total personal
income from all sources for the previous calendar year, and the net worth
(exclusive of home, home furnishings and personal automobiles) for each equity
owner of the said entity:
_______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
The
Subscriber hereby certifies that the information contained in this Questionnaire
is complete and accurate and the Subscriber will notify the Company promptly
of
any change in any such information. If this Questionnaire is being completed
on
behalf of a corporation, partnership, trust or estate, the person executing
on
behalf of the Subscriber represents that it has the authority to execute and
deliver this Questionnaire on behalf of such entity.
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IN
WITNESS WHEREOF,
the undersigned has executed this
Questionnaire as of March ______, 2007.
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If
a Corporation, Partnership or Other Entity:
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If
an Individual:
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____________________________________________
Print
or Type Name of Entity
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_____________________________________________
Signature
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____________________________________________
Signature
of Authorized Signatory
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_____________________________________________
Print
or Type Name
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____________________________________________
Type
of Entity
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_____________________________________________
Social
Security/Tax I.D. Number
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