SUBSCRIPTION AGREEMENT
May __, 2005
Ckrush Entertainment, Inc.
1414 Avenue of the Americas
Xxxxx 000
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
1. Subscription. The undersigned (referred to herein as the "undersigned"
or the "Investor") hereby subscribes for and agrees to purchase the units as set
forth below (each, a "Unit") of revenue participation rights (each, a
"Participation Right") in connection with the motion pictures currently entitled
"Beer League" and "TV The Movie" (each, a "Picture" and collectively the
"Pictures"), on the terms and conditions set forth in this Subscription
Agreement by and between the Ckrush Entertainment, Inc. ("Ckrush") and the
Investor (the "Agreement"). The production of each Picture shall be performed
with applicable development and production partners through separate, single
purpose business entities (the "Production Entities"). The Production Entity for
the "Beer League" project is Beer League Holdings, LLC, a Delaware limited
liability company. The Production Entity for the "TV The Movie" project is TV
The Movie Holdings, LLC, a Delaware limited liability company. As set forth in
the deal memoranda annexed hereto as Xxxxxxxx "X", "X" and "C", and to be set
forth in operative agreements of the Production Entities, Ckrush will arrange to
provide financing for the Pictures, the Production Entities, through wholly
owned production companies, will be responsible for the production of each
Picture, own the completed Pictures and the copyrights thereto, and shall be
responsible for the commercial exploitation of the rights in and to the Pictures
in all media, throughout the world. Ckrush shall issue up to 100 units for
Participation Rights in connection with the Pictures. Each unit shall be priced
at $55,000, although Ckrush reserves the right to raise or lower the minimum
investment threshold and/or divide an investment unit to permit the sale of
fractional units. The undersigned is investing the sum of [_____________]
dollars for ___ units (the "Investment").
2. Description of Participation Right. The Investment will entitle the
undersigned to a return of the Investment, plus a twenty percent (20%) preferred
return, a pro rata share of an aggregate fifteen (15%) percent of the Adjusted
Gross Proceeds of each Picture, as that term is defined in the Summary of Terms
annexed to this Agreement as Exhibit "A" (the "Summary of Terms") (subject to a
proportionate reduction if the full funding amount required for each Picture has
not been raised through Investors), and such other rights as more fully
described in the Summary of Terms. As more particularly described herein,
including the Exhibits annexed hereto, the Investor's return for each Picture is
dependent upon the successful completion and commercialization of each Picture
and various other factors relating to the production, marketing and distribution
of the Pictures.
3. Purchase.
(a) Simultaneously with Investor's execution of this Agreement, the
Escrow Agreement annexed as Exhibit "F" and the Accredited Investor
Questionnaire, annexed as Exhibit "G", Investor shall provide the Investment to
Ckrush by wire transfer to: Xxxxxxxx Xxxxxxx LLP IOLTA Account, Account No.
739293648, XX Xxxxxx Chase Bank, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx
00000, ABA# 000000000 in the amount indicated above. Investor shall execute four
(4) originally executed copies of this Agreement, the Escrow Agreement and the
Questionnaire.
(b) The financing reflected in this Agreement and the Summary of Terms
is for a maximum of $5,500,000, of which $2,750,000 is intended to be allocated
for each Picture, inclusive of the projected production budgets and certain fees
and expenses as more particularly described in Xxxxxxxx "X", "X" and "C" hereof.
Ckrush shall have the right to effectuate an initial closing upon the acceptance
by Ckrush of at least $2,750,000 of qualified subscriptions (the "Minimum
Closing Amount"). The Investment shall be utilized toward the funding of the
approved budget for each Picture, which shall include, inter alia, certain
development costs and production fees, for each Picture, completion bond costs
(if available), a contingency amount and as otherwise more particularly set
forth in Exhibit "A", "B" and "C" hereof. If the entire budgeted amount for each
Picture is not raised by Investors pursuant to this financing, the Investors'
aggregate 15% share of Adjusted Gross Proceeds for each Picture will be reduced
proportionately. The Pictures are not cross-collateralized and all revenues and
expenses, and any resultant returns, will be calculated separately.
4. Acceptance or Rejection of Subscription.
(a) The undersigned understands and agrees that Ckrush reserves the
right to reject this subscription for the Participation Right, in whole or in
part, for any reason and at any time prior to its instruction to the escrow
agent to wire the monies into a designated production account, notwithstanding
prior receipt by the undersigned of notice of acceptance of the undersigned's
subscription.
(b) In the event Ckrush shall reject this subscription, the
undersigned's subscription payment will be promptly returned to the undersigned
without premium or deduction and this Agreement shall have no force or effect.
5. Escrow of Invested Proceeds. All net financing proceeds (i.e., amounts
raised from investors, less applicable financing fees and legal fees and
expenses) shall be maintained on Ckrush's behalf in a non-interest bearing
escrow account maintained at XX Xxxxxx Xxxxx Bank pursuant to an escrow
agreement in the form as set forth in Exhibit "F" hereof. The escrow agreement
shall provide, inter alia, that the escrowed funds shall be released upon the
escrow agent's receipt of a written draw-down request from Ckrush setting forth
the amount of funds to be disbursed for a particular Picture and, such funds
shall be paid into a segregated production account for such Picture.
6. Disclosure. This offering is limited to accredited investors as defined
in Section 2(15) of the Securities Act of 1933, as amended (the "Securities
Act"), and Rule 501 promulgated thereunder, in reliance upon the exemption
contained in Sections 3(b) or 4(2) of the Securities Act and applicable state
securities laws. The Participation Right is being sold without registration
under the Securities Act. The undersigned has received all information and
materials regarding Ckrush, the Production Entities and the Pictures that the
undersigned has requested.
The undersigned fully understands that the Production Entities have no
operating history and that the Participation Right is a speculative investment
that involves a high degree of risk of loss of the undersigned's entire
investment. The undersigned fully understands the nature of the risks involved
in purchasing the Participation Right and the undersigned represents that the
undersigned is qualified by the undersigned's knowledge and experience to
evaluate investments of this type. The undersigned has carefully considered the
potential risks relating to Ckrush, the Production Entities and purchase of the
Participation Right. Both the undersigned and its advisors have had the
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opportunity to ask questions of and receive answers from representatives of
Ckrush or persons acting on its behalf concerning Ckrush, the Production
Entities and the terms and conditions of a proposed investment in the
Participation Right. The undersigned's advisors and the undersigned have also
had the opportunity to obtain additional information necessary to verify the
accuracy of information furnished about Ckrush, the Production Entities and the
Pictures. Accordingly, the undersigned has independently evaluated the risks of
purchasing the Participation Right. See Exhibit "D" (Description of the Motion
Picture Industry) and Exhibit "E" (Risk Factors) annexed hereto.
7. Investor Representations and Warranties. The undersigned acknowledges,
represents and warrants to, and agrees with, Ckrush as follows:
(a) The undersigned acknowledges and is aware that there is no
assurance as to the future performance of Ckrush or the Production Entities. The
undersigned further acknowledges that neither Ckrush, the Production Entities
nor any of their related parties have made any express or implied
representation, warranty, guarantee or agreement, written or oral, to the
undersigned: (i) as to the amount of "Gross Revenues" or the amount of "Adjusted
Gross Proceeds" (as such terms are defined herein) which will be or may be
derived from or collected in connection with the distribution and exploitation
of the Pictures, (ii) that there will be any sums payable to the undersigned
under this Agreement, or that either Picture, and any investment in the
Participation Right, is likely to be profitable, (iii) that the Pictures will
perform in any particular manner, will achieve any level of return or amount of
revenue or license fees or will be favorably received by exhibitors or by the
public, or will be distributed in any particular manner or that any such
distribution will be continuous, or (iv) that Ckrush, the Production Entities
and any of their affiliates will expend any minimum amount or be limited in
spending any amount in the marketing, publicizing, promotion, distribution and
exploitation of the Pictures individually or collectively.
(b) The undersigned understands that the Participation Right being
acquired has not been registered under the Securities Act, or the applicable
securities laws of any states or other jurisdictions, and the Participation
Right cannot be resold or transferred unless it is subsequently registered under
the Securities Act and the applicable laws of any states or other jurisdictions,
or unless an exemption from such registration is available. The undersigned
understands that neither Ckrush nor the Production Entities have registered and
do not intend to register as an investment company under the Investment Company
Act of 1940 (the "1940 Act"), in reliance on the exclusion to the definition of
investment company provided by Section 3(c)(1) or 3(c)(7) of the 1940 Act. The
undersigned acknowledges that Ckrush is relying on the information provided by
the undersigned in this Agreement and in connection herewith in making the
foregoing determinations and confirms that all information provided herein or
provided in connection herewith is and at all times shall remain accurate in all
material respects.
(c) The undersigned is purchasing the Participation Right for its own
account for investment purposes and not with a view to or for sale in connection
with the distribution of the Participation Right, nor with any present intention
of selling or otherwise disposing of all or any part of the Participation Right.
The undersigned agrees that it must bear the entire economic risk of its
investment for an indefinite period of time because, among other reasons, the
Participation Right has not been registered, reviewed or passed upon under the
Securities Act or under the securities laws of any state or with any securities
administrator. Therefore, the Participation Right cannot be resold, pledged,
assigned or otherwise disposed of unless they are subsequently registered under
the Securities Act and under applicable securities laws of certain states or an
exemption from such registration is available. Furthermore, the undersigned
hereby acknowledges and agrees that it will not sell, transfer, pledge,
encumber, give or otherwise dispose of, either publicly or privately, the
Participation Right. It is not anticipated that there will be any market for the
Participation Right.
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(d) The undersigned is aware that its investment involves risk and has
reviewed and evaluated the Risk Factors set forth in Exhibit "E" attached hereto
and incorporated by reference into this Agreement. The undersigned has been
advised to seek independent advice from its professional advisors relating to
the suitability of an investment in the Participation Right in view of the
undersigned's overall financial needs and with respect to the legal and tax
implications of such investment and have done so. The undersigned believes that
the investment in the Participation Right is suitable for the undersigned based
upon its investment objectives and financial needs, and the undersigned has
adequate means for providing for its current financial needs and contingencies
and has no need for liquidity with respect to its investment in the
Participation Right.
(e) The undersigned is not a member of the National Association of
Securities Dealers, Inc. ("NASD"); the undersigned is not and has not, for a
period of 12 months prior to the date of this Agreement, been affiliated or
associated with any company, firm, or other entity which is a member of the
NASD; and it does not own any stock or other interest in any member of the NASD
(other than interests acquired in open market purchases).
(f) The undersigned has been given access to full and complete
information regarding Ckrush and the Production Entities and has utilized such
access to its satisfaction for the purpose of obtaining information and the
undersigned has either met with or been given reasonable opportunity to meet
with officers of Ckrush and the Production Entities for the purpose of asking
questions of, and receiving answers from, such officers concerning the terms and
conditions of the offering of the Participation Right and the business and
operations of Ckrush and the Production Entities and to obtain any additional
information, to the extent reasonably available. The undersigned represents that
it has such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of an investment in the Participation
Right and has obtained, in its judgment, sufficient information from Ckrush and
the Production Entities to evaluate the merits and risks of an investment in the
Participation Right. The undersigned has not utilized any person as its
purchaser representative as defined in Regulation D promulgated by the
Securities and Exchange Commission pursuant to the Securities Act in connection
with evaluating such merits and risks. The undersigned has relied solely upon
its own investigation in making a decision to invest in the Participation Right.
The undersigned has received no representation or warranty from Ckrush and the
Production Entities or any of its respective officers, directors, employees,
managers or agents in respect of the undersigned's investment in the
Participation Right and it has received no information (written or otherwise)
from them relating to Ckrush and the Production Entities or their businesses.
The undersigned is not participating in the offering as a result of or
subsequent to: (i) any advertisement, article, notice or other communication
published in any newspaper, magazine or similar media or broadcast over
television or radio or (ii) any seminar or meeting whose attendees have been
invited by any general solicitation or general advertising.
(g) The undersigned is an "accredited investor" as defined in Section
2(15) of the Securities Act of 1933 and in Rule 501 promulgated thereunder. The
undersigned can bear the entire economic risk of the investment in the
Participation Right for an indefinite period of time and it is knowledgeable
about and experienced in investments in non-publicly traded companies, including
early stage companies. The undersigned is acquiring the Participation Right for
its own account for investment purposes only and not with a view to the resale
or distribution of such securities within the meaning of the Securities Act of
1933. The undersigned is not acting as an underwriter or a conduit for sale to
the public or to others of unregistered securities, directly or indirectly, on
behalf of Ckrush, the Production Entities or any person with respect to such
securities.
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(h) If the undersigned is a corporation, company, trust, employee
benefit plan, individual retirement account, Xxxxx Plan, or other tax-exempt
entity, it is authorized and qualified to become an investor in the
Participation Right and the person signing this Agreement on behalf of such
entity has been duly authorized by such entity to do so. If the investor is a
corporation formed for the sole purpose of this investment, it warrants that all
interest holders therein are "accredited members" individually or, if not, those
who are not, are listed in an attachment hereto.
(i) The information which the undersigned has furnished to Ckrush with
respect to its financial position and business experience, is correct and
complete as of the date of this Agreement and, if there should be any material
change in such information prior to the Closing, the undersigned will furnish
such revised or corrected information to Ckrush.
(j) The undersigned hereby acknowledges and is aware that except for
any rescission rights that may be provided under applicable laws, it is not
entitled to cancel, terminate or revoke this subscription, and all agreements
made in connection herewith shall survive its liquidation and dissolution.
8. Indemnification. The undersigned hereby agrees to indemnify and hold
harmless each of Ckrush, the Production Entities and any of their respective
officers, directors, stockholders, employees, agents, and attorneys against any
and all losses, claims, demands, liabilities, and expenses (including reasonable
legal or other expenses, including reasonable outside attorneys' fees) incurred
by each such person in connection with defending or investigating any such
claims or liabilities, whether or not resulting in any liability to such person,
to which any such indemnified party may become subject under the Securities Act,
under any other statute, at common law or otherwise, insofar as such losses,
claims, demands, liabilities and expenses: (a) arise out of or are based upon
any untrue statement or alleged untrue statement of a fact made by it and
contained in this Agreement, or (b) arise out of or are based upon any breach by
it of any representation, warranty, or agreement made by it contained herein.
9. Further Assurances. The Investor will execute, deliver, acknowledge and
file any and all further documents and provide any and all further information
(including, without limitation, copies of the Investor's organizational
instruments, the identities of the beneficial owners of the Investor (if any)
and current financial information with respect to the Investor and/or any such
beneficial owners) which Ckrush may deem necessary or appropriate in connection
with the transactions contemplated by this Agreement.
10. Severability. In the event any provision of this Agreement is found to
be void, the remaining provisions of this Agreement shall nevertheless be
binding with the same effect as though the void parts were deleted.
11. Choice of Law and Jurisdiction. This Agreement will be deemed to have
been made and delivered in the State of New York and will be governed as to
validity, interpretation, construction, effect and in all other respects by the
internal laws of the State of New York. Ckrush and the undersigned (i) agree
that any legal suit, action or proceeding arising out of or relating to this
Agreement shall be instituted exclusively in a state court in the County, City
and State of New York, or in the United States District Court for the Southern
District of New York, (ii) waive any objection to venue, and (iii) irrevocably
consent to the jurisdiction of a state court in the County, City and State of
New York, and the United States District Court for the State of New York in any
such suit, action or proceeding. Ckrush and the undersigned further agree to
accept and acknowledge service of any and all process which may be served in any
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such suit action or proceeding brought in a state court in the County, City and
State of New York, or in the United States District Court for the Southern
District of New York and agree that service of process upon it mailed by
certified mail to its address shall be deemed in every respect effective service
of process upon it in any suit, action or proceeding.
12. Counterparts. This Agreement may be executed in one (1) or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. The execution of this
Agreement may be by actual or facsimile signature.
13. Benefit. This Agreement shall be binding upon and inure to the benefit
of the parties hereto.
14. Notices and Addresses. All notices, offers, acceptance and any other
acts under this Agreement (except payment) shall be in writing, and shall be
sufficiently given if delivered to the addresses in person, by Federal Express
or similar courier delivery, by facsimile delivery or, if mailed, postage
prepaid, by certified mail, return receipt requested, as follows: (a) to
Investor at the address designated on the signature page of this Agreement; (b)
to Ckrush at the address set forth above; (c) in connection with either, to such
other address as any of them, by notice to the others may designate from time to
time. The transmission confirmation receipt from the sender's facsimile machine
shall be conclusive evidence of successful facsimile delivery. Time shall be
counted to, or from, as the case may be, the delivery in person or by mailing.
Copies of notice Ckrush shall be forwarded by facsimile to Ckrush's attorneys,
Xxxxxxxx Xxxxxxx LLP, The Chrysler Building, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, Facsimile No.: 000-000-0000, Attention: Xxxxxxx X. Xxxxxxxx, Esq.
15. Oral Evidence. This Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof and supersedes all prior
oral and written agreements between the parties hereto with respect to the
subject matter hereof. This Agreement may not be changed, waived, discharged, or
terminated orally but, rather, only by a statement in writing signed by the
party or parties against which enforcement or the change, waiver, discharge or
termination is sought.
16. Section Headings. Section headings herein have been inserted for
reference only and shall not be deemed to limit or otherwise affect, in any
matter, or be deemed to interpret in whole or in part, any of the terms or
provisions of this Agreement.
17. Survival of Representations, Warranties and Agreements. The
representations, warranties and agreements contained herein shall survive the
delivery of, and the payment for, the Participation Right.
18. Incorporation of Certain Exhibits. Each of Exhibit A - SUMMARY OF TERMS
RE: PARTICIPATION RIGHTS, Exhibit B - DEAL MEMO RE: BEER LEAGUE, Exhibit C -
DEAL MEMORANDUM RE: TV THE MOVIE, Exhibit D - DESCRIPTION OF MOTION PICTURE
INDUSTRY, Exhibit E - RISK FACTORS, Exhibit F - FORM OF ESCROW AGREEMENT and
Exhibit G - ACCREDITED INVESTOR QUESTIONNAIRE form an integral part of this
Agreement and are incorporated herein by reference as though fully set forth
herein.
RESIDENTS OF ALL STATES: THE PARTICIPATION RIGHTS OFFERED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
OF ANY STATE OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS,
SPECIFICALLY, REGULATION D, RULE 506 PROMULGATED UNDER THE SECURITIES ACT OF
1933 AND THE 1996 NATIONAL SECURITIES MARKET IMPROVEMENT ACT. THE PARTICIPATION
RIGHTS ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
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TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT
TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY
WOULD BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN
INDEFINITE PERIOD OF TIME. THE PARTICIPATION RIGHTS HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES
COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING
AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY
OR ADEQUACY OF THIS CONFIDENTIAL INVESTMENT SUMMARY. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.
RESIDENTS OF NEW YORK STATE: By signing below, I understand that this offering
of securities in the Company has not been reviewed by the Attorney General of
the State of New York because of the offeror's representations that this is
intended to be a nonpublic offering pursuant to SEC Regulation D and that if all
of the conditions and limitations of Regulation D are not complied with, the
offering will be resubmitted to the Attorney General for amended exemption. The
undersigned understands that any offering literature used in connection with
this offering has not been pre-filed with the Attorney General and has not been
reviewed by the Attorney General. This security is being purchased for the
undersigned's own account for investment, and not for distribution or resale to
others. The undersigned agrees that it will not sell or otherwise transfer these
securities unless they are registered under the Securities Act of 1933, or
unless an exemption from such registration is available. The undersigned
represents that it has adequate means of providing form its current needs and
possible personal contingencies and that the undersigned has no need for
liquidity of this investment. It is understood that all documents, records and
books pertaining to this investment have been made available for inspection by
the undersigned's attorney and/or its accountant or its offeree representative
and itself, and that the books and records of the issuer will be available upon
reasonable notice for inspection by investors during reasonable business hours
at its principal place of business.
RESIDENTS OF THE STATE OF FLORIDA: In accordance with the Florida Securities and
Investor Protection Act, the undersigned has been put on written notice of its
right to rescind this Agreement and its investment for a period of three (3)
days from such notice. The undersigned acknowledges that such notice is given to
it as of the date hereof.
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Manner in Which Title is to be Held. (check one)
___ Individual Ownership
___ Community Property
___ Joint Tenant with Right of Survivorship (both parties must sign)
___ Partnership
___ Tenants in common
___ Corporation
___ Trust
___ Other (please indicate)
Dated:_____________________
INDIVIDUAL INVESTORS
ENTITY INVESTORS
______________________ Name of entity, if any
Signature (Individual)
By:________________________
*Signature
______________________ Its________________________
Signature (if Jointly held) Title
(all record holders must sign)
______________________ ___________________________
Name(s) Typed or Printed Name Typed or Printed
Address to Which Correspondence Address to Which Correspondence
Should be Directed Should be Directed
_______________________ ___________________________
_______________________ ___________________________
City, State and Zip Code City, State and Zip Code
_______________________ ___________________________
Tax Identification or Tax Identification or
Social Security Number Social Security Number
* If Participation Rights are being subscribed for by any entity,
the Certificate of Signatory on the next page must also be
completed
The foregoing subscription is accepted and the Company hereby agrees to be bound
by its terms.
CKRUSH ENTERTAINMENT, INC.
Dated: ________________ By:________________________
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CERTIFICATE OF SIGNATORY
(To be completed if Participation Rights are being subscribed for by an entity)
I, ____________________________________, the __________________________
(name of signatory) (title)
of ______________________________ ("Entity"),
(name of entity)
a _________________________________________
(type of entity)
hereby certify that I am empowered and duly authorized by the Entity to execute
the Agreement and to purchase the Participation Right, and certify further that
the Agreement has been duly and validly executed on behalf of the Entity and
constitutes a legal and binding obligation of the Entity.
IN WITNESS WHEREOF, I have set my hand this ___ day of May, 2005.
------------------------------------
(Signature)
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ACCREDITED INVESTOR QUESTIONNAIRE
The Investor is an Accredited Investor, as such term is defined under the
Securities Act and the Rules and Regulations promulgated thereunder, in that the
Investor satisfies one or more of the following criteria (as indicated by check
xxxx):
(i) The Investor is a natural person whose net worth, or
joint net worth with his/her spouse, exceeds $1,000,000:
Yes ___ ;
(ii) The Investor is a natural person whose individual gross
income (exclusive of gross income of his/her spouse) for
each of the two most recent years, and his anticipated
individual gross income for the current year, exceeds
$200,000: Yes ___ ;
(iii) The Investor is a natural person whose joint gross
income with his/her spouse for each of the two most
recent years, and his/her anticipated joint gross income
for the current year, exceeds $300,000; Yes ___ ;
(iv) It is a trust with total assets in excess of $5,000,000,
not formed for the specific purpose of acquiring the
Units, whose purchase is directed by a sophisticated
person as described in paragraph 3(b) above: Yes ___ ;
(iv) It is an employee benefit plan within the meaning of the
Employee Retirement Income Security Act of 1974
("ERISA") and the investment decision is made by a plan
fiduciary which is either a bank, savings and loan
association, insurance company, or registered investment
adviser: Yes ___ ;
(v) It is an employee benefit plan within the meaning of
ERISA which has total assets in excess of $5,000,000:
Yes ___ ;
(vi) It is a self-directed employee benefit plan within the
meaning of ERISA and investment decisions are made
solely by persons that are accredited investors: Yes ___
;
(vii) and/or It is an entity in which all of the equity owners
are accredited investors: Yes ___
------------------------------
Name of Investor
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