EXHIBIT 99.1
KIDS GERM DEFENSE CORP.
Subscription Documents and Procedure
------------------------------------
Each prospective investor for the Shares of Kids Germ Defense Corp. 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:
Kids Germ Defense Corp.
Attention: Xxxx Xxxxxxxx
0000 Xxxxxxxxxx Xx.
Xxxxxxxx, XX 00000
Subscriptions will generally be sold in increments of 50,000 Shares for $500,
except that the Company may accept subscriptions for fewer Shares because there
is no minimum investment.
Please Deliver the purchase price for the securities being purchased TO THE
ABOVE ADDRESS ALONG WITH THE COMPLETED SUBSCRIPTION DOCUMENTS.
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SUBSCRIPTION AGREEMENT
----------------------
Kids Germ Defense Corp.
0000 Xxxxxxxxxx Xx.
Xxxxxxxx, 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 Kids Germ Defense Corp. (the
"Company") set forth on the signature page to this Agreement.
The Company is offering a total of up to 3,000,000 shares of common
stock ("Shares"). The Shares are being offered at $0.01 per Share, for an
aggregate purchase price of up to $30,000. 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 generally be
sold in increments of 50,000 Shares for $500, except that the Company may accept
subscriptions for fewer Shares because there is no minimum investment.
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.
The offering period shall begin on ___________ __, 2009 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.
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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 under Securities Exchange Act of 1933. 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 under Securities Exchange Act of 1933 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 (to hold 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.
The undersigned acknowledges and understands that only the
information contained in the prospectus should be relied upon. The
undersigned further acknowledges that to the extent necessary, has been
afforded the opportunity to ask questions of, and receive satisfactory
answers from, the officers and/or directors of the Company acting on
its behalf concerning the terms and conditions of this transaction and
that this information is consistent with the information contained in
the prospectus.
(E) The undersigned acknowledges that the Shares of common
stock issuable have been registered under the registration statement
Form S-1 under the Securities Act of 1933. 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 if a prospectus were required to be delivered.
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(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.
(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.
The undersigned certifies that each of the foregoing representations
and warranties set forth in subsections (A) through (H) 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 with
registration and 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.
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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
INVESTMENT THAT SHOULD NOT BE MADE BY ANYONE WHO CANNOT AFFFORD 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. 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 Sarasota County, Florida (ii) waive any 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 Sarasota 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 Sarasota 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.
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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 BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933. 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 _______________, 2009
KIDS GERM DEFENSE CORP.
By: _____________________________
Xxxx 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 _______________, 2009
KIDS GERM DEFENSE CORP.
By: _____________________________
Xxxx Xxxxxxxx, President
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PURCHASER QUESTIONNAIRE
Gentlemen:
The information contained herein is being furnished to Kids Germ
Defense Corp. (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 under the
Securities Act of 1933, 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) 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 2007: _____ $ 50,000 - $100,000
(exclusive of spouse's _____ $100,000 - $200,000
income) _____ over $200,000
(b) Individual income during 2008: _____ $ 50,000 - $100,000
(exclusive of spouse's _____ $100,000 - $200,000
income) _____ over $200,000
(c) Estimated income during 2009 _____ $ 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 2007 over _____ $300,000
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(e) Joint income, with spouse, _____ $100,000 - $300,000
during 2008 _____ over $300,000
(f) Estimated joint income, _____ $100,000 - $300,000
with spouse, for 2009 _____ 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 ___________, 2009, 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
Kids Germ Defense Corp.
0000 Xxxxxxxxxx Xx.
Xxxxxxxx, XX 00000
Re: Subscription for Securities
Gentlemen:
In order to induce you to accept the subscription of Subscriber to
purchase Securities of Kids Germ Defense Corp., Subscriber hereby represents to
you that Subscriber is an "accredited investor" within the meaning of the
Securities Act of 1933, 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 the Securities Act of 1933;
________ (xiv) a director or officer of Kids Germ Defense Corp.;
________ (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
__________________
o Signature must match signature on Subscription Agreement.
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