Contract
|
Toll-free
number:
888.363.2324
Facsimile
number:
816.860.3138
Subscription
assistance:
xxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx
|
 0000
Xxxxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, XX
00000
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INVESTMENT
PROCEDURES
Please
read this subscription agreement, complete and sign the relevant pages and send
the completed subscription agreement, and for entity investors all applicable
formation documents, to Hatteras Funds using the delivery instructions
below.
PAYMENT
INSTRUCTIONS
Send
subscription funds via wire transfer to the account of Hatteras Global Private
Equity Partners, LLC (“the Fund”) using the wire instructions listed on the
signature
page. All
WIRED AMOUNTS must be received by the Fund at least THREE BUSINESS DAYS
before the end of the month for a subscription to be accepted and effective as
of the beginning of the month immediately following such
receipt. Although wire transfer payments are strongly preferred,
subscription funds may also be paid by check. If investing by check,
checks should be made out to “Hatteras VC Co-investment Fund II, LLC,” such
checks should accompany the original Subscription Agreement and should be
delivered via overnight courier to Hatteras Funds, c/o UMB Fund Services, Inc.,
000 X. Xxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000. All CHECKS must be received
at least TEN BUSINESS
DAYS before the end of the month for a subscription to be accepted and
effective as of the beginning of the month immediately following such
receipt.
DELIVERY
INSTRUCTIONS
A copy of the completed subscription
agreement, and for entity investors a copy of all applicable formation
documents, should be faxed to the facsimile number, 816.860.3138, at
least FIVE BUSINESS DAYS
before the scheduled closing date in order for the subscription to be accepted
and effective for such closing date. In addition, if investing via
wire transfer, an original completed subscription document should be mailed to
Hatteras Funds, c/o UMB Fund Services, Inc., 000 X. Xxxxxxxx Xxxxxx, Xxxxxxxxx,
XX 00000, as soon as possible. If paying by check, an original
subscription document should accompany the check and should be delivered via
overnight courier to the address above at least ten business days before the
scheduled closing date. Please direct any questions to the Hatteras Client
Service toll free number at 888.363.2324.
FORMATION
DOCUMENTS
Each
entity MUST provide its
formation documents including any and all amendments or resolutions
which:
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(A)
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permit
it to make an investment in the Fund;
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| (B) | evidence the authority of person(s) signing the Subscription Agreement to do so; | |
| (C) | show the date of formation; | |
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(D)
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show
the purpose of the entity.
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SUBSCRIPTIONS
BY ENTITIES WILL NOT BE PROCESSED WITHOUT RECEIPT OF APPROPRIATE FORMATION
DOCUMENTS. THE FORMATION DOCUMENTS WHICH MUST BE SUBMITTED WITH THIS
SUBSCRIPTION AGREEMENT ARE AS FOLLOWS:
Corporations -
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(A)
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a
copy of the Certificate or Articles of Incorporation, including the filing
date, and
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(B)
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a
corporate resolution authorizing an investment of this
type;
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Partnerships - a copy of the
partnership agreement;
Trusts - a copy of the trust
agreement;
Other Entities - any
applicable legal formation documents.
RE: ISSUANCE
OF UNITS
Dear
Sirs:
The offer
and sale of limited liability company units (the “Units”) in, Hatteras VC
Co-Investment Fund II, LLC (“the Fund”) registered as a closed-end,
non-diversified management investment company under the Investment Company Act
of 1940, as amended (the “Company Act”), to each investor (the “Investor”) are
not being registered under the Securities Act of 1933, as amended (the
“Securities Act”), but rather are being made privately by the Fund pursuant to
the private placement exemption from registration provided in Section 4(2) of
the Securities Act and Rule 506 of Regulation D (“Regulation D”) promulgated
thereunder by the Securities and Exchange Commission (the “SEC”) on the basis of
the Fund’s Confidential Private Placement Memorandum filed with the SEC (the
“Private Placement Memorandum”) as amended from time to time. Any
capitalized term used but not defined herein shall have the meaning ascribed to
such term in the Private Placement Memorandum.
The
information requested in this Subscription Agreement is needed in order to
ensure compliance with the appropriate regulations and to determine (1) whether
an investment in the Fund by the Investor is suitable in light of the Investor’s
financial position and (2) whether the Investor meets certain minimum net
worth1 tests to be deemed an “accredited investor” as
defined in Regulation D and has such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of the
investment.
The
Investor also understands and agrees that, although the Fund will use its best
efforts to keep the information provided in the answers to this Subscription
Agreement strictly confidential, the Fund may present this Subscription
Agreement and the information provided in answers to it to such parties as it
deems advisable if called upon to establish the availability under any
applicable law of an exemption from registration of the Units or if the contents
thereof are relevant to any issue in any action, suit, or proceeding to which
the Fund, the board of managers of the Fund (the “Board”), the Placement Agent
(as defined in the Private Placement Memorandum), Hatteras Capital Investment
Management, LLC (the “Investment Adviser”) or any of their affiliates is a party
or by which they are or may be bound.
1 For
purposes of this questionnaire, “net worth” means the excess of total assets at
fair market value, including home, home furnishings and automobiles, over total
liabilities. Notwithstanding anything to the contrary herein, for
purpose of determining “net worth,” the principal residence owned by an
individual shall be valued at either (A) costs, including the cost of
improvements, net of current encumbrances upon the property, or (B) the
appraised value of the property as determined by an institutional lender, net of
current encumbrances upon the property.
1
The
Investor acknowledges that this Subscription Agreement does not constitute an
offer by the Fund to sell the Units but is merely a request for
information.
The
Investor hereby agrees as follows:
I. SUBSCRIPTIONS FOR
UNITS
(A) The Investor
agrees to become a member of the Fund and in connection therewith subscribes for
and agrees to purchase Units of and to make a capital contribution (a “Capital
Contribution”) to the Fund on the terms provided for herein, in the Private
Placement Memorandum, and in the limited liability company agreement of the Fund
(the “Fund Agreement”). The minimum amount for initial subscriptions
is set forth in the Private Placement Memorandum. Payment in good
funds for Units must be received prior to the closing date. The
Investor agrees to, and understands, the terms and conditions upon which the
Units are being offered, including, without limitation, the risk factors
referred to in the Private Placement Memorandum. Prior to the closing
date established by the Fund for such subscription (the “Acceptance Date”), the
Investor’s payment (the “Payment”) will be held in escrow by the Fund’s escrow
agent, subject to the terms and conditions herein. The Investor
agrees that the Fund’s escrow agent, in its sole discretion, may arrange for the
Payment to be invested, together with the payments of other investors, in
short-term certificates of deposit, short-term U.S. Government-backed securities
or a similar short-term investment account pending the acceptance or rejection
of the Investor’s subscription. Any interest actually earned on the
Payment will be paid to the Fund, whether the Investor’s subscription for Units
is accepted or rejected.
(B) The Investor
understands and agrees that the Fund reserves the right to reject this
subscription for Units for any reason or no reason, in whole or in part and at
any time prior to acceptance thereof notwithstanding prior receipt by the
Investor of notice of acceptance of the Investor’s subscription. In
the event of rejection of this subscription, the Payment will be promptly
returned to the Investor without deduction, and this Subscription Agreement
shall have no force or effect. Upon acceptance of this subscription
by the Fund, the Investor shall be a member of the Fund. The Investor
hereby agrees that by its execution of this Subscription Agreement and upon
acceptance hereof by the Fund, it shall become a party to the Fund
Agreement. The Investor shall complete, sign and date this
Subscription Agreement and promptly return it to Hatteras Funds, c/o UMB Fund
Services, Inc. (the “Administrator”).
II. REPRESENTATIONS
AND COVENANTS OF THE INVESTOR
(A) The Investor will
not sell or otherwise transfer the Units without registration under the
Securities Act or an exemption therefrom, and fully understands and agrees that
it must bear the economic risk of its investment for a substantial period of
time (subject to limited liquidity provisions provided for in the Fund
Agreement) because, among other reasons, the Units have not been registered
under the Securities Act or under applicable securities laws of certain states
and, therefore, cannot be resold, pledged, assigned or otherwise disposed of
unless they are subsequently registered under the Securities Act and under
applicable securities laws of such states or an exemption from such registration
is available. The Investor understands that the Fund is under no
obligation to register the Units on its behalf or to assist it in complying with
any exemption from such registration under the Securities Act. The Investor also understands that
sales or transfers of the Units are further restricted by the provisions of the
Fund Agreement. The Investor further understands that the Fund
is registered as an investment company under the Company Act as a closed-end,
non-diversified management investment company, and, as such, the Fund must
comply with the requirements of the Company Act.
(B) The Investor has
received, carefully read and understands the Fund Agreement and the Private
Placement Memorandum outlining, among other things, the organization and
investment objectives, strategies and policies of, and the risks and expenses of
an investment in, the Fund. The Investor’s investment in the Units is
consistent with the investment purposes and objectives and cash flow
requirements of the Investor and will not adversely affect the Investor’s
overall need for diversification and liquidity. The Investor
acknowledges that it may request a copy of Part II of Form ADV for the
Investment Adviser, as it may be amended from time to time, from the
Administrator. The Investor further acknowledges that in making a
decision to subscribe for Units, the Investor has relied solely upon the Private
Placement Memorandum, the Fund Agreement and independent investigations made by
the Investor. The Investor is not relying on the Fund, the Board, the
Investment Adviser or the Placement Agent, or the references in the Private
Placement Memorandum to any legal opinion, with respect to tax and other
economic considerations involved in this investment. The Investor
acknowledges that it is not subscribing pursuant hereto for Units as a result of
or subsequent to (i) any advertisement, article, notice or other communications
published in any newspaper, magazine, or similar media (including any internet
site that is not password protected) or broadcast over television or radio, or
(ii) any seminar or meeting whose attendees, including the Investor, had been
invited as a result of, subsequent to or pursuant to any of the
foregoing.
The
Investor has been provided an opportunity to obtain any additional information
concerning the offering, the Fund and all other information to the extent the
Fund and/or the Investment Adviser possesses such information or can acquire it
without unreasonable effort or expense and has been given the opportunity to ask
questions of, and receive answers from, the Fund and/or the Investment Adviser
concerning the terms and conditions of the offering and other matters pertaining
to this investment.
(C) The Investor has
not reproduced, duplicated or delivered the Private Placement Memorandum or this
Subscription Agreement to any other person, except to professional advisers to
the Investor or as instructed by the Investment Adviser and/or the Placement
Agent.
(D) The Investor has
sufficient knowledge and experience in financial and business matters such that
the Investor is capable of evaluating the merits and risks of the Investor’s
investment in the Units and has obtained, in the Investor’s judgment, sufficient
information from the Fund or its authorized representatives to evaluate the
merits and risks of such investment. The Investor has evaluated the
risks of investing in the Fund, is able to bear such risks, and has determined
that the Units are a suitable investment for the Investor.
(E) The Investor is
aware of the limited provisions for liquidity and transferability of the
Units. The Investor has no need for liquidity in this investment, can
afford a complete loss of the investment in the Units and can afford to hold the
investment in the Units for an indefinite period of time.
(F) The Investor is
acquiring the Units subscribed for herein for its own account, for investment
purposes only and not with a view to distribute or resell such Units in whole or
in part.
2
(G) The Investor
understands the compensation arrangement between the Fund and the Investment
Adviser set forth in the Private Placement Memorandum.
(H) The Investor
agrees and is aware that: (i) no Federal or state agency has passed upon the
Units or made any findings or determination as to the fairness of this
investment; (ii)_there are substantial risks of loss of investment incidental to
the purchase of the Units, including those summarized in the Private Placement
Memorandum; and (iii) the representations, warranties, agreements, undertakings
and acknowledgments made by the Investor in this Subscription Agreement are made
with the intent that they be relied upon by the Fund, the Board, the Investment
Adviser, the Administrator and the Placement Agent in determining its
suitability as a purchaser of the Units, and shall survive its admission as a
member in the Fund, and in addition, the Investor undertakes to notify the Fund
immediately of any change in any representation, warranty or other information
relating to the Investor set forth herein.
(I) The execution,
delivery and performance by the Investor of this Subscription Agreement are
within the powers of the Investor, have been duly authorized and will not
constitute or result in a breach or default under or conflict with any order,
ruling or regulation of any court or other tribunal or of any governmental
commission or agency, or any agreement or other undertaking, to which the
Investor is a party or by which the Investor is bound, and, if the Investor is
not an individual, will not violate any provisions of the incorporation papers,
by-laws, indenture of trust or partnership agreement, as may be applicable, of
the Investor. The signature on this agreement is genuine, and the
signatory has been duly authorized to execute the same, and this Subscription
Agreement constitutes a legal, valid and binding obligation of the Investor,
enforceable in accordance with its terms.
(J) The Investor has
reviewed the website of the Treasury Department’s Office of Foreign Assets
Control (“OFAC”), and conducted such other investigation as he or it deems
necessary or prudent, prior to making these representations and
warranties.
(K) The Investor is
not aware of any facts or circumstances that would reasonably be expected to
lead Investor to believe that any of the funds tendered for the acquisition of
the Units are directly or indirectly derived from activities that may contravene
U.S. federal, state or non-U.S. laws and regulations, including anti-money
laundering laws.
(L) Investor
understands and agrees that the investment of funds is prohibited by or
restricted with respect to any persons or entities that: (i) are
acting, directly or indirectly, on behalf of terrorists or terrorist
organizations, including those persons or entities that are included on any of
the OFAC lists; (ii) reside or have a place of business in a country or
territory named on any of such lists or which is designated as a Non-Cooperative
Jurisdiction by the Financial Action Task Force on Money Laundering (“FATF”), or
whose subscription funds are transferred from or through such a jurisdiction;
(iii) are “Foreign Shell Banks” within the meaning of the USA PATRIOT Act; or
(iv) reside in or are organized under the laws of a jurisdiction designated by
the Secretary of the Treasury under Section 311 or 312 of the USA PATRIOT Act as
warranting special measures due to money laundering concerns. Such
persons or entities in (i) through (iv) are collectively referred to as
“Restricted Persons.” Investor is not and Investor is not aware of
any facts or circumstances that would reasonably be expected to lead Investor to
believe that any investors in Investor or any person controlling, controlled by,
or under common control with the Investor, or for whom the Investor is acting as
agent or nominee in connection with the acquisition of the Units, is a
Restricted Person.
(M) The Investor is
not a “Covered Person” within the meaning of the Guidance on Enhanced Scrutiny
for Transactions that May Involve the Proceeds of Foreign Official Corruption,
issued by the Department of the Treasury, et al., January, 2001, i.e., a senior
foreign political figure, or an immediate family member or close associate of a
senior foreign political figure. If the Investor is a pooled
investment vehicle, and to the extent that it is not prohibited by law or
contract from doing so, Investor agrees to inform the Fund and the Investment
Adviser, prior to its acquisition of Units, if it is aware of any facts or
circumstances that would reasonably be expected to lead it to believe that any
investors in the Investor, or any person controlling, controlled by, or under
common control with, the Investor, or for whom the Investor is acting as agent
or nominee in connection with the acquisition of Units, is a Covered
Person.
(N) The Investor
agrees to provide any information deemed necessary by the Fund or the Investment
Adviser, each acting in its sole discretion, to comply with its anti-money
laundering responsibilities and policies to the extent required by law, or as
may be required by this Subscription Agreement, and subject to appropriate
confidentiality agreements.
(O) The Investor
authorizes and permits each of the Fund and the Investment Adviser, using it’s
reasonable business judgment, to report information about the Investor to
appropriate authorities, and the Investor agrees not to hold them liable for any
loss or injury that may occur as the result of providing such
information. In addition, if the Investor is a pooled investment
vehicle, the Investor authorizes and permits each of the Fund and the Investment
Adviser, using it’s reasonable business judgment, to report information about
any investors in the Investor, or about any persons controlling, controlled by,
or under common control with, the Investor, or for whom the Investor is acting
as agent or nominee in connection with the acquisition of a Unit, and the
Investor agrees not to hold the Fund or the Investment Adviser liable for any
loss or injury that may occur as the result of providing such
information.
(P) The Investor
agrees to promptly notify the Fund should the Investor become aware of any
change in the information in the representations set forth above.
(Q) The Investor
agrees that, notwithstanding any other statement to the contrary in any
agreement into which the Investor has entered which relates to the Fund, if the
Fund or the Investment Adviser determines that the Investor has appeared on a
list of known or suspected terrorists or terrorist organizations compiled by any
U.S. or foreign governmental agency, or that any information provided by the
Investor was not, at the time it was given, or, is no longer, materially true or
accurate, each of the Fund and the Investment Adviser, without limiting any
other rights available to them under the Subscription Agreement or the Fund
Agreement, will be authorized to take any action necessary or appropriate to
comply with applicable law, including, but not limited to, “freezing the
account,” removing the Investor from the Fund and/or notifying federal
authorities.
III. GENERAL
(A) The Investor
agrees to indemnify and hold harmless the Fund, the Board, the Investment
Adviser, the Placement Agent, the Administrator and each other person, if any,
who controls or is controlled by any thereof, within the meaning of Section 15
of the Securities Act, against any and all loss, liability, claim, damage and
expense whatsoever (including, but not limited to, any and all expenses
whatsoever reasonably incurred in investigating, preparing or defending against
any litigation commenced or threatened or any claim whatsoever) arising out of
or based upon (a) any false representation or warranty or breach or failure by
the Investor to comply with any covenant or agreement made by the Investor in
this Subscription Agreement or in any other document furnished by the Investor
to any of the foregoing in connection with this transaction or (b) any action
for securities law violations instituted by the Investor which is finally
resolved by judgment against the Investor.
3
(B) The Investor, as
principal, hereby appoints the Fund as its true and lawful representative and
attorney in fact, in its name, place and stead to make, execute, sign,
acknowledge, swear to and file: (i) any limited liability company certificate,
business certificate, fictitious name certificate, amendment thereto, or other
instrument or document of any kind necessary or desirable to accomplish the
business, purpose and objectives of the Fund, or required by any applicable
Federal, state, or local or foreign law; (ii) the Fund Agreement and any
amendment duly approved as provided therein; and (iii) any and all instruments,
certificates and other documents which may be deemed necessary or desirable to
effect the winding up and termination of the Fund.
This
power of attorney is coupled with an interest, is irrevocable, and shall survive
and shall not be affected by, the subsequent death, disability, incompetency,
termination, bankruptcy, insolvency or dissolution of the Investor; provided,
however, that this power of attorney will terminate upon the substitution of
another Member for all of the Investor’s investment in the Fund.
(C) If any provision
of this Subscription Agreement is invalid or unenforceable under any applicable
law, then such provision shall be deemed inoperative to the extent that it may
conflict therewith and shall be deemed modified to conform with such applicable
law. Any provision hereof which may be held invalid or unenforceable
under any applicable law shall not affect the validity or enforceability of any
other provisions hereof, and to this extent the provisions hereof shall be
severable.
IV. TRUSTEE, AGENT,
REPRESENTATIVE OR NOMINEE
If the
Investor is acting as trustee, agent, representative or nominee for a subscriber
(a “Beneficial Owner”), the Investor understands and acknowledges that the
representations, warranties and agreements made herein are made by the Investor
(A) with respect to the Investor and (B) with respect to the Beneficial Owner of
the Units subscribed for hereby. The Investor further represents and
warrants that he has all requisite power and authority from said Beneficial
Owner to execute and perform the obligations under this Subscription
Agreement. The Investor also agrees to indemnify the Fund, the Board,
the Investment Adviser, the Placement Agent, the Administrator and each of their
officers and agents and each other person, if any, who controls or is controlled
by any thereof, within the meaning of Section 15 of the Securities Act for any
and all costs, fees and expenses (including legal fees and disbursements) in
connection with any damages resulting from the Investor’s or the Beneficial
Owner’s misrepresentation or misstatement contained herein, or the assertion of
the Investor’s lack of proper authorization from the Beneficial Owner of the
Units subscribed for hereby to enter into this Subscription Agreement or perform
the obligations hereof.
V. ADDITIONAL
INFORMATION AND SUBSEQUENT CHANGES IN THE FOREGOING REPRESENTATIONS
The Fund
may request from the Investor such additional information as it may deem
necessary to evaluate the eligibility of the Investor to acquire the Units, and
may request from time to time such information as it may deem necessary to
determine the eligibility of the Investor to hold the Units or to enable the
Fund to determine the Fund’s compliance with applicable regulatory requirements
or tax status, and the Investor shall provide such information as may reasonably
be requested.
Each
person acquiring the Units must satisfy the criteria set forth herein both at
the time of subscription and at all times thereafter until such person ceases to
be a member of the Fund. Accordingly, the Investor agrees to notify
the Fund promptly if there is any change with respect to any of the foregoing
information or representations and to provide the Fund with such further
information as the Fund may reasonably require. In addition, the
Investor agrees that if in the future the Investor makes an additional capital
contribution to the Fund, the Investor shall be deemed to have reaffirmed as of
such date each and every representation made by the Investor in this
Subscription Agreement, except to the extent modified in writing by the Investor
and consented to by the Board. Any other information which the
Investor has heretofore furnished and herewith furnishes to the Fund with
respect to the Investor’s financial position and business experience is correct
and complete as of the date of this Subscription Agreement, and if there should
be any material change in such information prior to its admission to the Fund as
a member, the Investor will immediately furnish such revised or corrected
information to the Fund.
No
representations or warranties except as contained in the Private Placement
Memorandum have been made to the Investor by the Fund, the Board, the
Administrator, the Placement Agent, the Investment Adviser or any of their
respective officers, employees, agents or affiliates. This
Subscription Agreement shall be governed by and construed in accordance with the
laws of the state of Delaware, without regard to its conflict of law
rules.
Any
claim for money damages between the parties in connection with this Subscription
Agreement will be resolved by binding arbitration on an expedited basis in the
City of Raleigh and County of Wake, State of North Carolina in accordance with
the then prevailing rules of the American Arbitration Association and any
judgment may be entered into any court having jurisdiction thereof.
All
pronouns contained herein and any variations thereof shall be deemed to refer to
the masculine, feminine or neuter, singular or plural as the identity of the
parties hereto may require.
This
Subscription Agreement may be executed through the use of separate signature
pages or in any number of counterparts, and each of such counterparts shall, for
all purposes, constitute one agreement binding on all the parties,
notwithstanding that all parties are not signatories to the same
counterpart.
FOR
GEORGIA RESIDENTS ONLY
THESE
SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE
SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973, AND MAY NOT BE SOLD OR
TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT
TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT.
4
|
Toll-free
number:
888.363.2324
Facsimile
number:
816.860.3138
Subscription
assistance:
xxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx
|
0000
Xxxxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxxx, XX
00000
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SUBSCRIPTION
AGREEMENT
PLEASE
PRINT OR TYPE
1.
Investor Information
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¨
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Individual
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Individual
Retirement Account
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Joint
Tenants (with rights of
survivorship)
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¨
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Tenants
in Common
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¨
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Community
Property
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Corporation
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Partnership
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Limited
Liability Company
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Endowment/Foundation
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Investment
Company
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Trust
– Charitable Remainder
Trusts are NOT accepted
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Other
(please explain)
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Investor’s
Name
Investor’s Social Security or Tax ID #
Joint Investor’s Name (if applicable)
Joint Investor’s Social Security # (if applicable)
Is the
Investor an employee or relative of an employee of the Fund or a service
provider to the Fund?
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Yes,
please state relationship:
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¨
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No
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2.
Contact Information
Residence
or Principal Place of Business Address and Other Contact
Information:
¨ Mr. ¨ Mrs. ¨ Ms. ¨ Dr. ¨ Other:
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Name:
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Address:
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City:
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State:
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Zip
Code:
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Tel:
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(
__) ______________________________
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Fax:
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(
__)
______________________________
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Email
Address (see Electronic Communications Disclosure):
Mailing
Address (if different from above):
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Name:
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Address:
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City:
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State:
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Zip
Code:
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Adviser
/ Interested Party Address (for copies of all correspondence):
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Name:
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Company:
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Address:
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State:
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Zip
Code:
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Email
Address (see Electronic Communications Disclosure):
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3.
Additional Investor Information
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1.
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Please
complete the applicable information
below.
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Entity
Formation Date:
/ /
(Month/Date/Year)
Primary
Individual Investor Date of Birth:
/ /
(Month/Date/Year)
Joint
Individual Investor Date of Birth:
/ /
(Month/Date/Year)
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2.
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Please
state the name of the individual(s) making the investment decision to
invest in the Fund.
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3.
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The
individual(s) responsible for making the decision to invest in the
Fund:
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¨
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did
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-OR-
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¨
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did
not
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rely on
the advice of any consultant or adviser in formulating the investment
decision. If the
Investor did rely on the advice of a consultant or adviser with respect
to this investment decision, please state the name of such person.
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4.
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Is
the Investor (A) exempt from U.S federal income or a tax-deferred entity
or (B) a “pass-through” entity that has tax-exempt or tax-deferred
entities among its investors?
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¨
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Yes
If yes, the Investor must
read and sign Exhibit A
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¨
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No
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5.
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Please read each of the
following paragraphs and acknowledge your understanding by placing a check
in each box.
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¨
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The
Investor has received, carefully read and understands the Fund Agreement
and the Private Placement Memorandum, and understands the organization and
investment objectives and policies of, and the risks and expenses of an
investment in, the Fund. The Investor is aware of the limited
provisions for liquidity and transferability of the Units as set forth in
the Private Placement Memorandum and the Fund Agreement. Please be aware
that transfers are an accommodation made by the Board on an exception
basis, which the Board does not typically intend to
permit.
|
Note: If
joint tenants or tenants-in-common, the answer provided must represent the
agreement of both tenants.
|
¨
|
The
Investor certifies that it understands that while estimated tax
information is anticipated to be given to investors prior to April 15 each
year, final tax information contained in the Form K-1 is not given to
investors until after April 15 each year and the timing of receipt of both
the estimated and final information is subject to receipt of necessary
information from the Fund’s underlying
investments.
|
Please
read each of the following paragraphs and acknowledge your understanding by
placing a check in the appropriate box.
|
¨
|
The
Investor certifies that it is not (1) a nonresident alien or (2) a foreign
corporation, foreign partnership, foreign trust or foreign estate (as
those terms are defined in the Internal Revenue Code of 1986, as amended,
including income tax regulations) for purposes of U.S. income
taxation. The Investor agrees to notify the Fund within sixty
(60) days of the date it becomes a foreign person/entity. The
Investor further certifies that its name, U.S. Tax Identification number,
home address (in the case of an individual or joint tenant) and business
address (in the case of an entity), as appear elsewhere in this
Subscription Agreement, are true and correct. The Investor
understands that these certifications may be disclosed to the Internal
Revenue Service by the Fund and that under penalty of perjury any false
statement contained in this paragraph may be punishable by fine,
imprisonment or both.
|
|
|
-OR-
|
|
¨
|
The
Investor certifies that it is (1) a nonresident alien or (2) a foreign
corporation, foreign partnership, foreign trust or foreign estate (as
those terms are defined in the Internal Revenue Code of 1986, as amended,
including income tax regulations) for purposes of U.S. income
taxation. The Investor further certifies that its name, U.S.
Tax Identification number (if applicable), home address (in the case of an
individual or joint tenant) and business address (in the case of an
entity), as appear elsewhere in this Subscription Agreement, are true and
correct. The Investor understands that these certifications may
be disclosed to the Internal Revenue Service by the Fund and that under
penalty of perjury any false statement contained in this paragraph may be
punishable by fine, imprisonment or
both.
|
6
4.
Investor Certifications
Section
I is applicable to individual investors. Sections II, III, IV are applicable to
certain types of entity investors.
I.
INDIVIDUALS, JOINT
TENANTS & TENANTS IN COMMON
Please check all applicable
information below.
|
¨
|
The
Investor certifies that he is a natural person who has a net worth2 (or
joint net worth with his spouse) in excess of
$1,000,000.
|
|
|
-OR-
|
|
¨
|
The
Investor certifies that his individual income3
for each of the two most recent years, and his anticipated individual
income for the current year, is in excess of
$200,000.
|
|
|
-OR-
|
|
¨
|
The
Investor certifies that his joint income with his spouse for each of the
two most recent years, and his anticipated joint income with his spouse
for the current year, is in excess of
$300,000.
|
II.
TRUSTS
Please check all applicable
information below.
1. Accredited Investor
Status
|
¨
|
The
Investor certifies that it is (i) a revocable trust which
may be amended or revoked at any time by the grantors thereof, and (ii)
each grantor of the trust is a natural person with an individual net
worth,2
including assets held jointly with their spouse, in excess of $1,000,000;
and (ii) the purchase of the Interests is being directed by a
sophisticated person (i.e., one who possesses knowledge and experience in
financial and business matters such that it is capable of evaluating the
merits and risks of the prospective investment). The Fund, in its sole discretion, may request
information regarding the basis on which such grantors are
accredited.
Agreements submitted by a Charitable Remainder Trust (CRT) will not be
accepted.
|
|
|
-OR-
|
|
¨
|
The
Investor certifies that (i) it is an irrevocable trust with
total assets in excess of $5,000,000; (ii) it was not formed for the
specific purpose of acquiring the Interests offered; and (iii) the
purchase of the Interests is being directed by a sophisticated person
(i.e., one who possesses knowledge and experience in financial and
business matters such that it is capable of evaluating the merits and
risks of the prospective investment). Agreements
submitted by a Charitable Remainder Trust (CRT) will not be
accepted.
|
2. Additional
Certification (must be completed)
|
¨
|
The
Investor certifies that its beneficiaries are not permitted to opt in or
out of particular investments made by the Investor, and each person
participates in all investments made by the Investor pro rata in
accordance with its interest in the
Investor.
|
III.
CORPORATIONS,
PARTNERSHIPS OR LIMITED LIABILITY
COMPANIES
Please
check all applicable information below.
1. Accredited
Investor Status
|
¨
|
The
Investor certifies that it has total assets in excess of $5,000,000 and
was not formed for the specific purpose of acquiring the Interests
offered;
|
|
|
-
OR -
|
|
¨
|
The
Investor certifies that all of its underlying equity owners are accredited
(i.e. generally individuals with an individual or joint net worth2 in
excess of $1,000,000, or entities with total assets in excess of
$5,000,000). The Fund, in its sole discretion, may request
information regarding the basis on which such equity owners are
accredited.
|
2. Additional
Certification (must be completed)
|
¨
|
The
Investor certifies that its shareholders, partners or members are not
permitted to opt in or out of particular investments made by the Investor,
and each person participates in all investments made by the Investor pro
rata in accordance with its interest in the
Investor.
|
3 For purposes of answering this
question, “individual income” means your individual taxable income (not
including that of your spouse) and “joint income” means the taxable income of
both you and your spouse in all cases increased by any losses of a partnership
allocated to you as an individual limited partner as reported on your income tax
return. Notwithstanding the foregoing, if you are self employed,
deduct any operating expenses of your proprietorship from
revenues. Also, if you are employed and incurred significant expenses
in connection with earning your salary, deduct the amount of such
expenses from your taxable income when computing
your income.
7
IV.
OTHER
ENTITIES
1. Accredited
Investor Status
The
Investor certifies it is one of the following:
|
¨
|
An
IRA or Xxxxx plan where the grantor is an Accredited
Investor. The Fund, in its sole discretion, may request
information regarding the basis on which such grantor is an “Accredited
Investor.”
|
|
¨
|
A
bank (as defined in Section 3(a)(2) of the Securities Act), or a savings
and loan association or other institution as defined in Section 3(a)(5)(A)
of the Securities Act, whether acting in its individual or fiduciary
capacity.
|
|
¨
|
A
broker or dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934, as amended (the “Exchange
Act”).
|
|
¨
|
An
insurance company as defined in Section 2(a)(13) of the Securities
Act.
|
|
¨
|
An
investment company registered under the Company
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 1958, as amended.
|
|
¨
|
A
business development company as defined in Section 2(a)(48) of the Company
Act.
|
|
¨
|
An
employee benefit plan within the meaning of the U.S. Employee Retirement
Income Security Act of 1974, as amended, and its rules and regulations
(“ERISA”), if
|
|
|
¨
|
i. the
investment decision is made by a plan fiduciary, as defined in Section
3(21) of ERISA, which is either a bank, savings and loan association,
insurance company or registered investment
adviser,
|
|
|
¨
|
ii. the
employee benefit plan has total assets in excess of $5,000,000,
or
|
|
|
¨
|
iii. the
plan is a self-directed plan with investment decisions made solely by
persons that are Accredited
Investors.
|
|
¨
|
A
private business development company as defined in Section 202(a)(22)
of the Investment Advisers Act of 1940, as
amended.
|
|
¨
|
A
plan established and maintained by a state, its political subdivisions, or
any agency or instrumentality of a state or its political subdivisions,
for the benefit of its employees, if such plan has total assets in excess
of $5,000,000.
|
2. Additional
Certification (must be completed)
|
¨
|
The
Investor certifies that its shareholders, beneficiaries or members are not
permitted to opt in or out of particular investments made by the Investor,
and each person participates in all investments made by the Investor pro
rata in accordance with its interest in the
Investor.
|
5.
Investor Suitability
What
percentage of the Investor’s total net worth will this investment
represent?
|
¨
|
If
over 20%, please indicate amount:
|
|
_____________________%
|
|
¨
|
20%
- 10%
|
|
¨
|
Less
than 10%
|
What
percentage of the Investor’s liquid net worth will this investment represent,
exclusive of home, home
furnishings and automobiles?
|
¨
|
If
over 20%, please indicate amount:
|
|
_____________________%
|
|
¨
|
20%
- 10%
|
|
¨
|
Less
than 10%
|
6. Electronic
Disclosure
Please
note that by providing your e-mail address, you are consenting to electronic
delivery of Fund documentation. Your selection applies to any
periodic reports and all other account-related documents that the Fund will send
to you. Many of the documents will contain confidential information
that is specific to your private financial matters. Regardless of the
delivery method you select, the Fund will take reasonable precautions to ensure
the integrity, confidentiality and security of the documents, but will not be
liable for any interception.
If you
select electronic delivery, the Fund will deliver a document to you by sending
you an e-mail that contains a copy of the document. Electronic
delivery is not currently available, but your selection will take effect as soon
as it is available. Such selection will remain in effect as long as
you maintain an investment with the Fund or until you notify the Fund of a
change. You may change your delivery method at any time by sending an
e-mail to xxxxxxxxxxxxx@xxxxxxxxxxxxx.xxx. Please allow seven business days for
your requested change to process. The Fund does not impose any
additional charge for electronic delivery, but you may incur charges from your
Internet service provider and your telephone company or other Internet access
provider. In addition, there are risks, such as systems outages, that
are associated with electronic delivery.
8
7.
Additional Information
The
Investment Adviser is an investment adviser registered under the Advisers
Act. The Investment Adviser serves as investment adviser to the Fund
and certain employees of the Investment Adviser serve as managers of the Fund.
The Investment Adviser has engaged the services of your financial adviser to
solicit potential investors to acquire units in the Fund (an “Investment”)
and/or to provide services to its clients that are investors in the Fund
pursuant to a written agreement.
As
compensation for services rendered by your financial adviser, the Investment
Adviser may pay your financial adviser a fee per annum attributable to
Investments in the Fund solicited and/or serviced by your financial adviser for
so long as the Investment Adviser manages such assets. Any such compensation to
your financial adviser will not in any way affect any management or performance
fee or allocation that an Investor would be charged or allocated in the event
that an Investor acquired the Investment without the involvement of a financial
adviser.
THE
INVESTOR ACKNOWLEDGES HAVING READ THE LIMITED LIABILITY COMPANY AGREEMENT OF THE
FUND (THE “FUND AGREEMENT”) IN ITS ENTIRETY BEFORE SIGNING THIS SUBSCRIPTION
AGREEMENT AND HAVING READ THE PREDISPUTE ARBITRATION CLAUSE SET FORTH IN SECTION
V HEREIN. BY SIGNING THIS SUBSCRIPTION AGREEMENT, THE INVESTOR FURTHER
ACKNOWLEDGES RECEIPT OF A COPY OF PRIVATE PLACEMENT MEMORANDUM AND THE FUND
AGREEMENT AND BY EXECUTING THIS SUBSCRIPION AGREEMENT, A COUNTERPART SIGNATURE
PAGE TO THE FUND AGREEMENT SHALL BE DEEMED TO BE EXECUTED.
Pursuant
to the Fund Agreement, the Investor is hereby admitted as a member of the Fund,
effective as of the Acceptance Date.
From and
after the Acceptance Date, the Investor hereby agrees to be bound by each and
every term and provision of the Fund Agreement and, in furtherance thereof,
hereby agrees that by its execution of this Subscription Agreement, it shall be
and become a party to the Fund Agreement, that all representations made by it in
this Subscription Agreement are true and accurate.
9
|
Investment
Amount
$
____________________________________________
Minimum
initial investment is $25,000.
|
||
|
Placement
Fee:
Is
a Placement Fee applicable to this investment?
¨ Yes — Please
initial paragraph on right.
¨
No
|
________________
Initial (if applicable)
*The
Investor acknowledges that a Placement Fee (calculated as a percentage of
the tendered Investment Amount specified above) may be charged by the
Placement Agent in connection with this investment and that only the net
amount, after deduction of the Placement Fee, will be invested in the
Fund. Therefore, please add the appropriate amount to your
investment amount so that an even amount is invested in the
Fund.
|
|
|
Hatteras
Wire Instructions
Bank
Name:
UMB Bank, n.a.
Bank
Address:
0000 Xxxxx Xxxx
Xxxxxx Xxxx, XX 00000
ABA
Routing #:
000000000
Bank
Account
#:
987-173-7756
Bank
Account Name: Hatteras VC
Co-Investment Fund II,
LLC
FFC: Name
of Investor
|
Investor’s
Bank Wire Instructions (Required for Distributions)
Bank
Name: ___________________________________________
Bank
Address: _________________________________________
_____________________________________________________
Bank
ABA Number: _____________________________________
Account
Name : ________________________________________
Account
Number:
_______________________________________
|
|
Individual
Investors
|
|||
|
Name
of Investor:
|
Name
of Joint Investor (if applicable):
|
||
|
Signature
of Investor:
|
Signature
of Joint Investor(if applicable):
|
||
|
Date:
|
Date:
|
||
|
Broker
or Adviser Firm Name:
|
Broker
or Adviser Name:
|
||
|
Client
Brokerage Account #:
|
Branch
Code:
|
Broker
or Adviser Rep #
(if
applicable):
|
Broker
or Adviser Tel:
(_____)
___________
|
|
Entity
Investors
|
|||
|
Name
of Investor:
|
|||
|
Signature
of Authorized Signatory:
|
Signature
of Authorized Signatory (if applicable):
|
||
|
Name
and Title of Authorized Signatory:
|
Name
and Title of Authorized Signatory (if applicable):
|
||
|
Date:
|
Date:
|
||
|
Broker
or Adviser Firm Name:
|
Broker
or Adviser Name:
|
||
|
Client
Brokerage Account #:
|
Branch
Code:
|
Broker
or Adviser Rep #
(if
applicable):
|
Broker
or Adviser Tel:
(_____) ___________
|
10
Exhibit
A
Tax
Exempt and/or Tax Deferred Investors must read and sign below.
The
Investor certifies that it has read and understood the “Certain Tax
Considerations” section of the Private Placement Memorandum, including the
discussion related to the possibility of a tax-exempt entity realizing unrelated
business taxable income if the Investor is a tax-exempt entity or a
“pass-through” entity and has tax-exempt entities among its
investors. It is anticipated that the Fund may incur indebtedness to
finance investments and some or all of such indebtedness may constitute
acquisition indebtedness for purposes of the unrelated business taxable income
(“UBTI”) rules. In addition, to the extent that entities in which the
underlying funds invest are pass-through entities, income derived from their
conduct of trades and businesses will generally constitute UBTI for tax-exempt
investors. Accordingly, tax-exempt investors should anticipate that
an investment in the Fund may result in UBTI for them. The Investor
certifies that it has consulted with its tax adviser, if necessary, with respect
to the tax consequences of becoming a limited partner of the Fund.
|
Name
of Investor:
|
|
|
Signature
of Authorized Signatory:
|
Signature
of Additional Authorized Signatory:
|
|
Name
and Title of Authorized Signatory:
|
Name
and Title of Additional Authorized Signatory:
|
|
Date:
|
Date:
|
11
