EXHIBIT 99.1
LIQUID FINANCIAL ENGINES, INC.
SUBSCRIPTION DOCUMENTS
1
LIQUID FINANCIAL ENGINES, INC.
Subscription Documents and Procedure
------------------------------------
Each prospective investor for the Shares of LIQUID FINANCIAL ENGINES,
INC. is required to complete, execute and return to the Company the following
documents:
SUBSCRIPTION AGREEMENT: Please complete all the open lines, date and
sign on page 10 or 11, as applicable.
PURCHASER QUESTIONNAIRE: Please complete, date and sign the Purchaser
Questionnaire on page 15. All items on the Questionnaire must be completed.
ACCREDITED INVESTOR CERTIFICATION: Please complete the Accredited
Investor Certification, as appropriate, and sign the Certification on page 17 as
well.
Return the completed documents, to:
LIQUID FINANCIAL ENGINES, INC.
Attention: Xxxxxx XxXxxxxx
000 Xxxxxxxxxx Xx., Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Deliver the purchase price for the securities being purchased, at the
rate of $0.01 per Share in increments of $1000 TO THE ABOVE ADDRESS ALONG WITH
THE COMPLETED SUBSCRIPTION DOCUMENTS.
2
SUBSCRIPTION AGREEMENT
----------------------
LIQUID FINANCIAL ENGINES, INC.
000 Xxxxxxxxxx Xx., Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Ladies and Gentlemen:
The undersigned is writing to advise you of the following terms and
conditions under which the undersigned hereby offers to subscribe (the "Offer")
for the number of shares of common stock of LIQUID FINANCIAL ENGINES, INC. (the
"Company") set forth on the signature page to this Agreement.
The Company is offering a total of up to 4,000,000 shares of common
stock ("Shares"). The Shares are being offered at $0.01 per Share, for an
aggregate purchase price of up to $40,000. The offering is being conducted on a
"best efforts" basis by the Company, and completion of the offering is not
subject to the purchase of a minimum number of Shares. All funds will be
deposited directly in the treasury of the Company. The Shares are sometime
hereinafter referred to as the "Securities". Subscriptions will be accepted only
in increments for $1000.00 for 100,000 shares.
This offering is being conducted in the United States pursuant to the
exemption from registration provided under Section 4(2) of the Securities Act of
1933, as amended (the "Act") and the rules and regulations thereunder, including
Regulation D. Sales made outside of the United States to persons who are not "U.
S. Persons" (within the meaning of Section 902 of the Act) may also be made
pursuant to the exemption from registration provided under Section 4(2) of the
Act, including Regulation S thereunder, and the interpretations of the
Securities and Exchange Commission for extraterritorial transactions. The
Company will not pay any fees or commissions for the sale of the shares.
1. Subscription.
-------------
Subject to the terms and conditions hereinafter set forth in
this Subscription Agreement, the undersigned hereby offers to purchase the
number of Shares set forth on the signature page of this Agreement, for an
aggregate purchase price equal to $0.01 times the number of Shares being
subscribed for (the "Purchase Price").
The Securities shall be paid for by the delivery of the
Purchase Price by personal or corporate check which is being delivered
contemporaneously herewith.
2. Conditions to Offer.
--------------------
The offering is made subject to the following conditions: (A)
you shall have the right to accept or reject this Offer, in whole or in part,
for any reason whatsoever; (B) this offer shall not be deemed accepted by you
unless and until you have so signified on the signature page to this Agreement
and the Purchase Price has been received in cleared United States dollars and
(C) that the undersigned agrees to comply with the terms of this Subscription
Agreement and to execute and deliver any and all further documents necessary to
become a security holder in the Company.
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The offering period shall begin on _________________, 2008 and
terminate on _______________, 2009 although the Company, in its sole discretion,
may extend the termination date to not later than _________, 2009. If less than
the total number of Securities offered hereby are sold, the Company, in its sole
discretion, may use all proceeds received and not return any subscriptions it
has accepted from investors subject to the conditions described hereafter. The
Company also reserves the right to undertake separate additional offerings on
the same or varying offering terms.
Acceptance of this Offer shall be deemed given by the
countersigning of this Subscription Agreement on behalf of the Company.
3. Representations and Warranties of the Undersigned.
--------------------------------------------------
The undersigned, in order to induce the Company to accept this
Offer, hereby warrants and represents as follows:
(A) The undersigned has sufficient liquid assets to sustain a
loss of the undersigned's entire investment.
(B) The undersigned is an Accredited Investor as that term is
defined in Regulation D promulgated under the Act. In general, an
"Accredited Investor" is deemed to be an institution with assets in
excess of $5,000,000 or individuals with net worth in excess of
$1,000,000 or annual income exceeding $200,000 or $300,000 jointly with
their spouse. Alternatively, the undersigned will satisfy the criteria
of the Company that the undersigned is otherwise a qualified investor
based upon qualifications, background, sophistication and experience in
offerings such as this.
(C) The Company has not made any other representations or
warranties to the undersigned with respect to the Company or rendered
any investment advice except as contained herein.
(D) The undersigned has not authorized any person or
institution to act as Purchaser Representative for the undersigned (as
that term is defined in Regulation D of the General Rules and
Regulations under the Act) in connection with this transaction. The
undersigned has such knowledge and experience in financial, investment
and business matters to be capable of evaluating the merits and risks
of the prospective investment in the securities of the Company. The
undersigned has consulted with such independent legal counsel or other
advisers, as the undersigned has deemed appropriate to assist the
undersigned in evaluating the proposed investment in the Company.
The undersigned represents that he (i) has adequate means of
providing for his current financial needs and possible personal
contingencies and has no need for liquidity of this investment in the
Company; (ii) can afford (a) to hold unregistered securities for an
indefinite period of time; and (b) to sustain a complete loss of the
entire amount of the purchase price for the Securities; and (iii) has
not made an overall commitment to investments which are not readily
marketable, which is disproportionate so as to cause such overall
commitment to become excessive.
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The undersigned has been afforded the opportunity to ask
questions of, and receive answers from, the officers and/or directors
of the Company acting on its behalf concerning the terms and conditions
of this transaction and to obtain any additional information, to the
extent that the Company possesses such information or can acquire it
without unreasonable effort or expense, necessary to verify the
accuracy of the information furnished; and the undersigned has received
satisfactory answers to all such questions to the extent deemed
appropriate in order to evaluate the merits and risks of an investment
in the Company.
(E) The undersigned acknowledges that the Shares of common
stock issuable have been registered under the Act in reliance on an
exemption for transactions by an issuer not involving a public offering
and, except as otherwise specifically set forth herein, the Company has
not undertaken to register any of such securities under Federal or
State law. Further understands that the undersigned is purchasing all
such securities without being furnished any prospectus setting forth
all of the information that may be required to be furnished under the
Act if a prospectus were required to be delivered.
(F) The undersigned further acknowledges that this offering
has not been passed upon or the merits thereof endorsed or approved by
any state or federal authorities.
(G) The Securities are being acquired solely for the account
of the undersigned for personal investment and not with a view to, or
for resale in connection with, any distribution except as may be
permitted by federal and state securities laws. By such representation,
the undersigned means that no other person has a beneficial interest in
the Securities, and that no other person has furnished or will furnish
directly or indirectly, any part of or guarantee the payment of any
part of the consideration to be paid to the Company in connection
therewith. The undersigned does not intend to dispose of all or any
part of the Securities except in compliance with the provisions of the
Act and applicable state securities laws, and understands that the
Securities are being offered pursuant to a specific exemption under the
provisions of the Act, which exemption(s) depends, among other things,
upon the compliance with the provisions of the Act.
(H) The undersigned agrees not to sell, transfer, pledge or
otherwise dispose of or encumber the Securities except pursuant to the
applicable rules and regulations under the Act or applicable state
securities laws, and prior to any such sale, transfer, pledge,
disposition or encumbrance, the undersigned will, upon request, furnish
the Company and its transfer agent with an opinion of counsel
satisfactory to the Company in form and substance that registration
under the Act and any applicable state securities laws is not required.
(I) The undersigned xxxxxx agrees that the Company may insert
the following or similar legend on the face of the Securities in
compliance with the Act or state securities laws:
"These securities have not been registered under the
Securities Act of 1933, as amended ("Act"), or any state
securities laws and may not be sold or otherwise transferred-
or disposed of except pursuant to an effective registration
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statement under the Act and any applicable state securities
laws, or an opinion of counsel satisfactory to counsel to the
Company that an exemption from registration under the act and
any applicable state securities laws is available."
The undersigned certifies that each of the foregoing representations
and warranties set forth in subsections (A) through (I) inclusive of this
Section 3 are true as of the date hereof and shall survive such date.
4. Indemnification.
----------------
The undersigned understands that the Securities are being
offered without registration under the Act and in reliance upon the exemption
for transactions by an issuer not involving any public offering; that the
availability of such exemption is, in part, dependent upon the truthfulness and
accuracy of the representations made by the undersigned herein; that the Company
will rely on such representations in accepting any subscriptions for the
Securities and that the Company may take such steps as it considers reasonable
to verify the accuracy and truthfulness of such representations in advance of
accepting or rejecting the undersigned's subscription. The undersigned agrees to
indemnify and hold harmless the Company against any damage, loss, expense or
cost, including reasonable attorneys' fees, sustained as a result of any
misstatement or omission on the undersigned's part.
5. No Waiver.
----------
Notwithstanding any of the representations, warranties,
acknowledgements or agreements made herein by the undersigned, the undersigned
does not thereby, or in any manner, waive any rights granted to him under
federal or state securities laws.
6. Revocation.
-----------
The undersigned agrees that he shall not cancel, terminate or
revoke this Subscription Agreement or any agreement of the undersigned made
hereunder, and this Subscription Agreement shall survive the death or disability
of the undersigned.
7. Termination of Subscription Agreement.
--------------------------------------
If the Company elects to cancel this Subscription Agreement,
provided that it returns to the undersigned, without interest and without
deduction, all sums paid by the undersigned, this offer shall be null and void
and of no further force and effect, and no party shall have any rights against
any other party hereunder.
8. Risks of New Business.
----------------------
The undersigned has been advised that the Company's business
is subject to a high degree of risk and there is no assurance that the Company
will succeed, become profitable or that investors in the Company will receive a
return on all of any part of their investment. THIS IS A HIGHLY SPECULATIVE
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INVESTMENT THAT SHOULD NOT BE MADE BY ANYONE WHO CANNOT AFFORD TO SUSTAIN A LOSS
OF ITS ENTIRE INVESTMENT. Among the risks attendant to an investment in the
Company are those identified on Exhibit A to this Subscription Agreement, which
are incorporated by reference herein, and the information contained in the
Company's public filings (viewable at xxx.xxx.xxx) is incorporated herein by
reference.
9. Registration Rights.
--------------------
(A) In the event that the Company files a new registration
statement, after the closing date of this offering, under the Act (other than on
Form S-4, S-8 or successor forms) by which it seeks to register shares of its
common stock on its behalf or on behalf of its shareholders, the Company agrees
to include the Shares in such registration statement so as to enable the
undersigned to publicly resell the Shares.
(B) The Company shall pay all of the costs and expenses of
preparing and filing the registration statement contemplated by subparagraph (A)
of this Section 9; provided, however, that the undersigned shall pay all
commissions attributable to the registration and sale of the Shares registered
on behalf of the undersigned, and the undersigned shall be responsible for the
payment of all fees and expenses of any professional advisors engaged by the
undersigned in connection with the registration and sale of such Shares.
(C) The registration obligations contained in this Section
shall apply only to the extent that the undersigned provides all information
reasonably requested by the Company in order to comply with its obligations
under the Act and other applicable laws, rules and regulations.
(D) The registration obligations contained in this Section
shall terminate as to any Shares at such time as such Shares may be resold under
the provisions of Rule 144 under the Act.
10. Miscellaneous.
--------------
(A) All notices or other communications given or made
hereunder shall be in writing and shall be mailed by registered or certified
mail, return receipt requested, postage prepaid, to the undersigned at his
address set forth below and to the Company.
(B) This Subscription Agreement constitutes the entire
agreement among the parties hereto with respect to the subject matter hereof and
may be amended only by a writing executed by all parties.
(C) The provisions of this Subscription Agreement shall
survive the execution thereof.
(D) This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Florida without giving effect
to any choice or conflict of law provision or rule (whether of the State of
Florida or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Florida. The parties further: (i)
agree that any legal suit, action or proceeding arising out of or relating to
this Agreement shall be instituted exclusively in any Federal or State court of
competent jurisdiction within Hillsborough County, Florida (ii) waive any
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objection that they may have now or hereafter to the venue of any such suit,
action or proceeding, and (iii) irrevocably consent to the in personal
jurisdiction of any Federal or State court of competent jurisdiction within
Hillsborough County, Florida in any such suit, action or proceeding. The parties
each further agree to accept and acknowledge service of any and all process
which may be served in any such suit, action or proceeding in a Federal or State
court of competent jurisdiction within Hillsborough County, Florida, and that
service of process upon the parties mailed by certified mail to their respective
addresses shall be deemed in every respect effective service of process upon the
parties, in any action or proceeding.
11. Certification.
--------------
The undersigned has read this entire Subscription Agreement
and certifies that every statement on the part of the undersigned is true and
complete.
12. Specific State Legends.
-----------------------
FOR FLORIDA RESIDENTS ONLY: EACH FLORIDA RESIDENT WHO
SUBSCRIBES FOR THE PURCHASE OF SECURITIES HEREIN MAY HAVE THE RIGHT, TO THE
EXTENT PROVIDED IN SECTION 517.061(11)(a)(5) OF THE FLORIDA SECURITIES ACT, TO
WITHDRAW HIS SUBSCRIPTION FOR THE PURCHASE AND RECEIVE A FULL REFUND OF ALL
MONIES PAID. SUCH RIGHT OF WITHDRAWAL MAY BE EXERCISED PRIOR TO THE EXPIRATION
OF THREE BUSINESS DAYS AFTER THE LATER TO OCCUR OF (A) PAYMENT OF THE PURCHASE
HAS BEEN MADE TO THE COMPANY, ITS AGENT OR AN ESCROW AGENT OR (B) COMMUNICATION
OF THE RIGHT OF WITHDRAWAL TO THE FLORIDA RESIDENT. WITHDRAWAL WILL BE WITHOUT
ANY FURTHER LIABILITY TO ANY PERSON. TO ACCOMPLISH THIS WITHDRAWAL, A SUBSCRIBER
NEED ONLY SEND A LETTER OR TELEGRAM TO THE COMPANY AT THE ADDRESS OF THE COMPANY
SET FORTH HEREIN INDICATING HIS INTENTION TO WITHDRAW.
SUCH LETTER OR TELEGRAM SHOULD BE SET AND POSTMARKED PRIOR TO
THE END OF THE AFOREMENTIONED THIRD BUSINESS DAY. IT IS ADVISABLE TO SEND SUCH
LETTER BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE THAT IT IS
RECEIVED AND ALSO TO EVIDENCE THE TIME IT WAS MAILED. IF THE REQUEST IS MADE
ORALLY, IN PERSON OR BY TELEPHONE TO AN OFFICER OF THE COMPANY, A WRITTEN
CONFIRMATION THAT THE REQUEST HAS BEEN RECEIVED SHOULD BE REQUESTED.
FOR RESIDENTS OF ALL STATES: THE SECURITIES OFFERED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS
OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT
TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR
RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION
OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY 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 MEMORANDUM. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
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[SIGNATURE PAGE FOR INDIVIDUAL INVESTORS]
IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement on the date his or her signature has been subscribed and sworn to
below.
Number of Shares: _____________________
Purchase Price: $____________________
_______________________________________
Print Name of Investor
_______________________________________
Signature of Investor
_______________________________________
Address
_______________________________________
_______________________________________
Social Security Number
_______________________________________
Print Name of Joint Investor
_______________________________________
Signature of Joint Investor
Shares to be Registered as Follows:
_______________________________________
________________________________________________________________________________
Accepted as of the ______ day of _______________, 2008
LIQUID FINANCIAL ENGINES, INC.
By: _____________________________
Xxxxxx XxXxxxxx, President
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[SIGNATURE PAGE FOR CORPORATIONS, PARTNERSHIPS, TRUST AND OTHER
BUSINESS ENTITIES]
IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement on the date his signature has been subscribed and sworn to below.
Number of Shares: _____________________
Purchase Price: $____________________
_______________________________________
Print Name of Investor Entity
_______________________________________
Print Name and Title of Authorized Signatory
_______________________________________
Signature of Authorized Signatory
_______________________________________
Tax I.D. Number of Investor Entity
_______________________________________
Address
_______________________________________
Shares to be Registered as Follows:
_______________________________________
________________________________________________________________________________
Accepted as of the ______ day of _______________, 2008
LIQUID FINANCIAL ENGINES, INC.
By: _____________________________
Xxxxxx XxXxxxxx, President
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PURCHASER QUESTIONNAIRE
Gentlemen:
The information contained herein is being furnished to LIQUID FINANCIAL
ENGINES, INC. (the "Company") in order that it may determine whether to accept a
subscription offer for Securities made by me. I understand that the information
is needed for the Company to determine whether you have reasonable grounds to
believe that I am an "Accredited Investor" as that term is defined in Regulation
D promulgated under the Act, or am otherwise qualified to make an investment in
the Company in accordance with the investment standards established by the
Company, and that I have such knowledge and experience in financial and business
matters that I am capable of evaluating the merits and risks of the proposed
investment in the Company. I understand that (a) you will rely on the
information contained herein for purposes of such determination, (b) the
Securities will not be registered under the Act in reliance upon the exemptions
from registration afforded under the Act, (c) the Securities will not be
registered under the securities laws of any state in reliance upon similar
exemptions, and (d) this questionnaire is not an offer to purchase the
Securities in any case where such offer would not be legally permitted.
Information contained in this questionnaire will be kept confidential
by the Company and its agents, employees or representatives. I understand,
however, that the Company may have the need to present it to such parties as it
deems advisable in order to establish the applicability under any federal or
state securities laws of an exemption from registration.
In accordance with the foregoing, the following representations and
information are hereby made and furnished:
Please answer all questions. If the answer is "none" or "not
applicable," please so state.
INFORMATION REQUIRED OF EACH PROSPECTIVE INVESTOR:
1. Name: _______________________________________ Age: _________________
Social Security Number: _____________________ No. of Dependents: ___
Marital Status: _____________________________ Citizenship: _________
Residence Address and Telephone Number: _______________________________
_______________________________________________________________________
_______________________________________________________________________
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2. State/Jurisdiction in which you:
Are licensed to drive? _______________________________________
Are registered to vote? ______________________________________
File income tax returns? _____________________________________
Employer and Position: _______________________________________
______________________________________________________________
3. Business Address and Telephone Number: ________________________________
_______________________________________________________________________
_______________________________________________________________________
4. Business or professional education and the degrees received are as
follows:
School Degree Year Received
------ ------ -------------
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
5. (a) Individual income during 2006: _____ $ 50,000 - $100,000
(exclusive of spouse's _____ $100,000 - $200,000
income) _____ over $200,000
(b) Individual income during 2007: _____ $ 50,000 - $100,000
(exclusive of spouse's _____ $100,000 - $200,000
income) _____ over $200,000
(c) Estimated income during 2008: _____ $ 50,000 - $100,000
(exclusive of spouse's _____ $100,000 - $200,000
income) _____ over $200,000
(d) Joint income, with spouse, _____ $100,000 - $300,000
during 2006: _____ over $300,000
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(e) Joint income, with spouse, _____ $100,000 - $300,000
during 2007: _____ over $300,000
(f) Estimated joint income, _____ $100,000 - $300,000
with spouse, for 2008: _____ over $300,000
6. Estimated net worth _____ under $1,000,000
(may include joint net _____ over $1,000,000
worth with spouse)
The term "net worth" means the excess of total assets over liabilities.
In computing net worth, the principal residence of the investor must be
valued at cost, including costs of improvements, or at recently
appraised value by an institutional lender making a secured loan.
7. Total assets if a corporation _____ under $5,000,000
or other entity: _____ over $5,000,000
8. Are you involved in any litigation, which, if an adverse decision
occurred, would materially affect your financial condition? Yes ___
No ___ If yes, please provide details:
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
9. I consider myself to be an experienced and sophisticated investor or am
advised by a qualified investment advisor, all as required under the
various securities laws and regulations: Yes ___ No___
10. I understand the full nature and risk of an investment in the
Securities, and I can afford the complete loss of my entire investment.
Yes ___ No ___
11. I am able to bear the economic risk of an investment in the Securities
for an indefinite period of time and understand that an investment in
the Securities is illiquid. Yes ___ No ___
12. I further understand that should I exercise my right to acquire the
Securities, I will be required to agree not to dispose of the
Securities or the underlying securities except in compliance with Rule
144 under the Act or any other conditions contained in the accompanying
Subscription Agreement. Yes ___ No ___
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13. Have you participated in other private placements of securities?
Yes ___ No ___.
I understand that the Company will be relying on the accuracy and
completeness of my responses to the foregoing questions, and I represent and
warrant to the Company as follows:
(i) The answers to the above questions are complete and
correct and may be relied upon by the Company whether the offering in which I
propose to participate is exempt from registration under the Act and the
securities laws of certain states;
(ii) I will notify the Company immediately of any material
change in any statement made herein occurring prior to the closing of any
purchase by me of an interest in the Company; and
(iii) I have sufficient knowledge and experience in financial
and business matters to evaluate the merits and risks of the prospective
investment; I am able to bear the economic risk of the investment and currently
could afford a complete loss of such investment.
IN WITNESS WHEREOF, I have executed this Purchaser Questionnaire this
_________ day of ___________, 2008, and declare that it is truthful and correct
to the best of my knowledge.
_________________________________
Signature of Prospective Investor
_________________________________
Signature of Prospective Investor
_________________________________
Company or Entity Name
By: _____________________________
Title: __________________________
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ACCREDITED INVESTOR CERTIFICATION
LIQUID FINANCIAL ENGINES, INC.
000 Xxxxxxxxxx Xx., Xxxxx 0000
Xxxxx Xxxxxxx, XX 00000
Re: Subscription for Securities
Gentlemen:
In order to induce you to accept the subscription of Subscriber to
purchase Securities of LIQUID FINANCIAL ENGINES, INC., Subscriber hereby
represents to you that Subscriber is an "accredited investor" within the meaning
of Rule 501(a) of Regulation D, because Subscriber is one or more of the
following (please initial each category which applies):
______ (i) an individual having a net worth with spouse (including principal
residence, furnishings and automobile) at the time of purchase, individually or
jointly, in excess of $1,000,000;
______ (ii) an individual whose individual income was in excess of $200,000 in
each of the two most recent years, or whose joint income with spouse was in
excess of $300,000 in each of those years, and who reasonably expects his
individual or joint income with such investor=s spouse to reach the same levels
in the current year;
______ (iii) a corporation, partnership, Massachusetts or similar business
trust or organization described in Section 501(c)(3) of the Internal Revenue
Code of 1986, as amended (tax exempt organization), not formed for the specific
purpose of acquiring Securities, with total assets in excess of $5,000,000;
______ (iv) a bank as defined in Section 3(a)(2) of the Securities Act of
1933, as amended, or a savings and loan association or other institution defined
in Section 3(a)(5)(a) of such Act whether acting in its individual or fiduciary
capacity;
______ (v) a broker-dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934, as amended;
______ (vi) an insurance company as defined in Section 2(13) of the Securities
Act of 1933, as amended;
______ (vii) an investment company registered under the Investment Company Act
of 1940, or a business development company as defined in Section 2(a)(48) of
that Act;
______ (viii) a private business development company as defined in Section
202(a)(22) of the Investment Advisers Act of 1940;
______ (ix) 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;
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______ (x) a plan established and maintained by a state, its political
subdivisions, or any agency or instrumentality thereof, for the benefit of its
employees, if such plan has total assets in excess of $5,000,000;
______ (xi) an employee benefit plan within the meaning of the Employee
Retirement Income Security Act of 1974 ("ERISA"), if 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;
______ (xii) an employee benefit plan within the meaning of ERISA having total
assets in excess of $5,000,000;
______ (xiii) a self-directed employee benefit plan within the meaning of
ERISA, with investment decisions made solely by persons that are accredited
investors within the meaning of Rule 501(a) of Regulation D;
______ (xiv) a director or officer of LIQUID FINANCIAL ENGINES, INC.;
______ (xv) 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) of Regulation D; or
______ (xvi) an entity all of the equity owners of which are accredited
investors.
_____________________________________
Signature (Individual or Entity)*
_____________________________________
Title (If Signed on Behalf of Entity)
_____________________________________
Print Name
_____________________________________
Date
__________________
* Signature must match signature on Subscription Agreement.
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