GlenRose Instruments Inc. 4% Convertible Debentures Due 2013 Subscription Agreement
EXHIBIT
10.1
4%
Convertible Debentures Due 2013
Dear
Sir
or Madam:
1. Subscription.
The
undersigned, intending to be legally bound, irrevocably subscribes for and
agrees to purchase the aggregate U.S. dollar amount of the 4% Convertible
Debentures Due 2013 (each a “Debenture” and collectively, the “Debentures”), of
GlenRose Instruments Inc., a Delaware corporation (the “Company”), indicated on
the signature page hereof, on the terms and conditions described herein and
in
the Debenture.
The
undersigned herewith delivers to the Company the consideration (“Purchase
Price”) required to purchase the Debenture subscribed for hereunder by wire
transfer funds payable to: GlenRose Instruments Inc., ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇. The minimum subscription is for $500,000 unless otherwise determined
in the discretion of the Company. Capitalized terms not otherwise defined in
this Agreement have the meanings specified in the Debenture.
2. Company
Representations, Warranties and Covenants.
Except
as disclosed pursuant to the Company’s publicly available reports filed with the
Securities and Exchange Commission (the “SEC”) pursuant to Sections 12, 13 and
15(d)of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
the Company represents and warrants to the undersigned as follows as of the
date
hereof:
2.01 Organization
and Standing of the Company.
The
Company is a duly organized and validly existing corporation in good standing
under the laws of the jurisdiction in which it was organized and has all
requisite corporate power and authority for
the
ownership and operation of its properties and for the carrying on of its
business as now conducted and as now proposed to be conducted. The Company
is
duly licensed or qualified and in good standing as a foreign corporation
authorized to do business in all jurisdictions wherein the character of the
property owned or leased, or the nature of the activities conducted, by it
makes
such licensing or qualification necessary except where the failure to have
such
licenses, qualifications or authority would not have a material adverse effect
on the business of the Company ("Company Adverse Effect").
2.02 Corporate
Action and Valid Issuance.
The
Company has all necessary corporate power and
authority to execute, deliver and perform its obligations under this Agreement,
the Investor Rights Agreement executed as of the date hereof, the Debenture
and
any other agreements and instruments executed in connection herewith
(collectively, the “Transaction Agreements”). All corporate action on the part
of the Company, its officers, directors and stockholders necessary for the
authorization of the Debentures, the authorization, execution, delivery and
performance of the Transaction Agreements and the consummation of the
transactions contemplated therein has been taken. The execution, delivery and
performance of the Transaction Agreements by the Company, the issuance of the
Common Stock (the “Conversion Shares”) upon conversion of the Debentures in
accordance with their terms and the consummation of the other transactions
contemplated herein do not require any approval of the Company’s stockholders
(other than such approval as has been obtained). The Transaction Agreements
have
been duly executed and delivered by the Company and constitute, and all the
covenants therein contained constitute the valid and legally binding obligations
of the Company, enforceable in accordance with their terms, subject only to
the
effect of bankruptcy, insolvency, moratorium, and similar laws affecting the
rights of creditors generally. Neither the issuance of the Debentures, nor
the
issuance of shares of Common Stock upon the conversion of the Debentures, is
subject to preemptive or other similar statutory or contractual rights and
will
not conflict with any provisions of any agreement or instrument to which the
Company is a party or by which it is bound, including without limitation, the
articles of incorporation and bylaws of the Company.
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2.03 Securities
Act. The
Company has complied and will comply with all applicable federal and state
securities laws in connection with the issuance of the Debentures and any
Conversion Shares. Neither the Company nor anyone acting on its behalf has
offered or will offer to sell the Debentures, or solicit offers with respect
thereto from, or enter into any preliminary conversations or negotiations
relating thereto with, any person, so as to bring the issuance and sale of
the
Debentures or the issuance of the Conversion Shares under the registration
provisions of the Securities Act or any state securities laws.
2.04 Employee
Matters.
Except
as would not reasonably likely to result in a Company Adverse Effect, each
benefit plan of the Company has been established and administered in accordance
with its terms and in compliance with the applicable provisions of Employee
Retirement Income Security Act of 1974, as amended, the Internal Revenue Code
of
1986, as amended, and other applicable laws, rules and regulations. The Company
and its subsidiaries are in compliance with all federal, state, local and
foreign requirements regarding employment.
2.05 Capitalization;
Status of Capital Stock
(a) On
the
date of this Agreement and immediately prior to the issuance of Debentures
contemplated by this Agreement, the Company has a total authorized
capitalization consisting of: (i) 10,000,000 shares of Common Stock of which
3,117,647 are issued and outstanding and (ii) 3,000,000 shares of Preferred
Stock, of which none are issued and outstanding. As of the date of this
Agreement and immediately prior to the issuance of Debentures contemplated
by
this Agreement, 700,000 shares of Common Stock have been reserved for issuance
in accordance with the Company’s 2005 Stock Option and Incentive Plan. Of those
shares the Company granted: (i) nonqualified options to purchase 230,000 shares
of the Company’s Common Stock that are currently not exercised and (ii) 15,000
shares of restricted common stock.
(b) Schedule
2.05 sets forth the capitalization of the Company immediately following the
issuance of the Debentures contemplated by this Agreement including the number
of shares of the following: (i) issued and outstanding Common Stock; (ii) Common
Stock reserved for issuance upon conversion of Debenture, including the names
of
the holders of the Debentures thereof; (iii) issued stock options, including
vesting schedule and exercise price; (iv) stock options not yet issued but
reserved for issuance; (v) issued and outstanding Preferred Stock; and (vi)
warrants or stock purchase rights, if any. All of the outstanding shares of
capital stock of the Company have been duly authorized, are validly issued
and
are fully paid and nonassessable and were issued in compliance with all
applicable federal and state securities laws. The Debentures have been duly
authorized, and when issued, sold and delivered in accordance with the terms
and
for the consideration set forth in this Agreement, will be validly issued.
The
Company has duly reserved the Conversion Shares for issuance upon conversion
of
the Debentures, and the Conversion Shares, when issued and delivered upon
conversion of the Debentures, will be duly authorized, validly issued and fully
paid and non assessable. Except as set forth on Schedule
2.05,
there
are no options, warrants or rights to purchase shares of capital stock or other
securities of the Company authorized, issued or outstanding, nor is the Company
obligated in any other manner to issue shares of its capital stock or other
securities. There are no restrictions on the transfer of shares of capital
stock
of the Company other than those imposed by the Transaction Agreements and state
and federal securities laws. No holder of any security of the Company is
entitled to preemptive or similar statutory or contractual rights, either
arising pursuant to any agreement or instrument to which the Company is a party,
or which are otherwise binding upon the Company, which have not been waived.
The
offer and sale of all shares of capital stock and other securities of the
Company issued before the date hereof complied with or were exempt from all
federal and state securities laws.
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2.06 Government
Consents and Filings. Assuming
the accuracy of the representations made by the undersigned in Section 2 of
this
Agreement, no consent, approval, order or authorization of, or registration,
qualification, designation, declaration or filing with, any federal, state
or
local governmental authority is required on the part of the Company in
connection with the consummation of the transactions contemplated by this
Agreement.
2.07 Litigation.
There is
no claim, action, suit, proceeding, arbitration, complaint, charge or
investigation pending or, to the Company’s knowledge, currently threatened
against the Company which individually or in the aggregate would reasonably
be
expected to have a Company Adverse Effect, nor are there any orders, writs,
injunctions, judgments or decrees outstanding of any court or governmental
agency or instrumentality and binding upon the Company that would reasonably
be
expected to have a Company Adverse Effect. To the Company’s knowledge, the
Company is not currently subject to any investigation by any governmental body
with respect to any allegation of “backdating” options granted to any employees
or directors that would reasonably be expected to have a Company Adverse Effect.
2.08 Intellectual
Property.
Except
as
would not reasonably be expected to have a Company Adverse Effect: (a) the
Company owns, or possesses sufficient rights to use, all patents, patent
applications, trademarks, trademark applications, service marks, trade names,
copyrights, trade secrets, licenses, domain names, mask works, information
and
proprietary rights and processes as are necessary to the conduct of the
Company’s business as now conducted and as presently proposed to be conducted
(collectively, “Company Intellectual Property”) necessary for the conduct of its
business as currently conducted; (b) to the Company’s knowledge, the use by the
Company of any Company Intellectual Property used in the conduct of the
Company’s business as currently conducted does not infringe on or otherwise
violate the rights of any person; (c) the use of any licensed Company
Intellectual Property by the Company is in accordance with applicable licenses
pursuant to which the Company acquired the right to use such Company
Intellectual Property and (d) to the knowledge of the Company, no person is
challenging, infringing on or otherwise violating any right of the Company
with
respect to any Company Intellectual Property owned by and/or exclusively
licensed to the Company.
2.09 Compliance
with Other Instruments.
The
Company is not in violation or default (a) of any provisions of its articles
of
incorporation or bylaws, (b) of any instrument, judgment, order, writ or decree,
or (c) under any agreement to which it is a party or by which it is bound,
or of
any provision of federal or state statute, rule or regulation applicable to
the
Company, the violation of which would have a Company Adverse Effect.
2.10 Absence
of Liens.
The
property and assets that the Company owns are free and clear of all mortgages,
deeds of trust, liens, loans and encumbrances, except for statutory liens for
the payment of current taxes that are not yet delinquent and encumbrances and
liens that arise in the ordinary course of business and do not materially impair
the Company’s ownership or use of such property or assets. With respect to the
property and assets it leases, the Company is in compliance with such leases
and, to its knowledge, holds a valid leasehold interest free of any liens,
claims or encumbrances other than those of the lessors of such property or
assets.
2.11 Tax
Returns and Payments.
There
are no federal, state, county, local or foreign taxes dues and payable by the
Company which have not been timely paid. There are no accrued and unpaid
federal, state, country, local or foreign taxes of the Company which are due,
whether or not assessed or disputed. There have been no examinations or audits
of any tax returns or reports by any applicable federal, state, local or foreign
governmental agency. The Company has duly and timely filed all federal, state,
county, local and foreign tax returns required to have been filed by it and
there are in effect no waivers of applicable statutes of limitations with
respect to taxes for any year.
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2.12 Permits.
The
Company has all franchises, permits, licenses and any similar authority
necessary for the conduct of its business, the lack of which could reasonably
be
expected to have a Company Adverse Effect. The Company is not in default in
any
material respect under any of such franchises, permits, licenses or other
similar authority.
2.13 No
Brokers or Finders.
No
person
other than Ladenburg ▇▇▇▇▇▇▇ & Co. Inc. has or will have, as a result of the
transactions contemplated by this Agreement, any right, interest or valid claim
against or upon the Company for any commission, fee or other compensation as
a
finder or broker because of any act or omission by the Company or any agent
of
the Company.
2.14 SEC
Reports; Financial Statements.
The
Company has filed all required registration statements, prospectuses, reports,
schedules, forms, statements and other documents required to be filed by it
with
the SEC (the “SEC Reports”) since November 2006. The information contained or
incorporated by reference in the SEC Reports was true and correct in all
material respects as of the respective dates of the filing thereof with the
SEC
(or if amended or superseded by a filing prior to the date of this Agreement,
then on the date of such filing); and, as of such respective dates, the SEC
Reports did not contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. All of the SEC Reports, as of their respective dates, complied
as to form in all material respects with the applicable requirements of the
Securities Act and the Exchange Act and the rules and regulations promulgated
thereunder. The financial statements of the Company included in the SEC Reports
(collectively, the “Financial Statements”) fairly present in all material
respects the consolidated financial position of the Company and its Subsidiaries
as of the dates indicated, and the results of its operations and cash flows
for
the periods therein specified, all in accordance with United States generally
accepted accounting principles applied on a consistent basis (“GAAP”) throughout
the periods therein specified (except as otherwise noted therein, and in the
case of quarterly financial statements except for the absence of footnote
disclosure and subject, in the case of interim periods, to normal year-end
adjustments). Except as disclosed in the SEC Reports, the Company and its
Subsidiaries have not incurred any liabilities that are of a nature that would
be required to be disclosed on a balance sheet of the Company and its
Subsidiaries or the footnotes thereto prepared in conformity with GAAP, other
than (i) liabilities incurred in the ordinary course of business since October
1, 2006, and (ii) liabilities that would not reasonably be expected to have
a
Company Material Adverse Effect.
2.15 Absence
of Changes.
Since
March 30, 2008, there have not been any changes, circumstances, conditions
or
events which individually or in the aggregate have had or would reasonably
be
expected to have a Company Material Adverse Effect.
2.16. Officers’
Conversion of Debt.
Immediately prior to the execution of this Agreement, all officers, directors,
managers and affiliates of the Company who had outstanding loans to the Company
converted all such loans into the same Debentures and each such persons has
executed an Investors Rights Agreement with the same “lockup” provision to which
the undersigned has agreed.
3. Investor
Representations, Warranties and Covenants.
The
undersigned hereby acknowledges, represents and warrants to, and agrees with
the
Company as follows as of the date hereof:
(a) The
undersigned is acquiring the Debenture for the undersigned’s own account as
principal, for investment purposes only, and not with a view to, or for, resale
or distribution of all or any part of the Debenture or any shares of the
Company’s Common Stock, par value $0.01 per share, issued upon conversion of the
Debenture (the “Underlying Shares”)(the “Debenture and the Underlying Shares are
collectively referred to herein as the “Securities”), and no other person has a
direct or indirect beneficial interest in the Securities;
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(b) The
undersigned acknowledges its understanding that the offering and sale of the
Debentures is intended to be exempt from registration under the Securities
Act
of 1933, as amended (the “Securities Act”), by virtue of Sections 4(2) of the
Securities Act and Rule 505 of Regulation D (“Regulation D”) promulgated
thereunder and Section 4(6) of the Securities Act, and, in furtherance thereof,
the undersigned represents and warrants to and agrees with the Company that
the
undersigned has the financial ability to bear the economic risk of the
undersigned’s investment, has adequate means for providing for the undersigned’s
current needs and contingencies and has no need for liquidity with respect
to
the undersigned’s investment in the Debenture.
(c) The
undersigned is an “accredited investor” as defined in Rule 501(a) of Regulation
D under the Securities Act;
(d) The
undersigned:
(1) The
undersigned understands and has evaluated the risks of a purchase of the
Debenture;
(2) has
been
given the opportunity to ask questions of and receive answers from the Company
concerning the terms and conditions of the offering of the Debentures, and
has
been given the opportunity to obtain such information as the undersigned has
deemed necessary regarding the Company, the Debenture or the Underlying Shares
to the extent that the Company possesses such information or can acquire it
without unreasonable effort;
(3) has
not
relied on any oral representation, warranty or information in connection with
the offering of the Debentures by the Company, or any officer, employee, agent
or affiliate of the Company;
(4) has
determined that the Debenture is a suitable investment for the undersigned
and
that at this time the undersigned can bear a complete loss of the undersigned’s
investment therein;
(5) has
such
knowledge and experience in financial and business matters that the undersigned
is capable of evaluating the merits and risks of the undersigned’s investment in
the Debenture;
(e)If
the
undersigned is a corporation, limited liability company, partnership, trust,
qualified plan or other entity, it is authorized and qualified to become a
holder of the Securities, and the person signing this Subscription Agreement
on
behalf of such entity has been duly authorized to do so;
(f) Any
information which the undersigned has heretofore furnished and herewith
furnishes to the Company with respect to the undersigned’s 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 issuance
to the undersigned of the Debenture, the undersigned will immediately furnish
such revised or corrected information to the Company;
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(g) The
foregoing acknowledgments, representations, warranties and agreements shall
survive the closing at which the Debenture is issued;
(h) The
undersigned acknowledges that the undersigned has not purchased the Debenture
as
a result of any general solicitation or general advertising; and
(i) The
undersigned’s overall commitment to investments which are not readily marketable
is not disproportionate to the undersigned’s net worth, and the undersigned’s
investment in the Debenture and will not cause such overall commitment to become
excessive.
4. Investor
Awareness.
The
undersigned acknowledges that:
(a) No
federal or state agency has passed upon the Securities or made any finding
or
determination as to the fairness of this investment;
(b) There
is
no established market for the Securities of and no assurance has been given
that
any public market for them will develop;
(c) The
Securities may not be sold, pledged or otherwise transferred, except as may
be
permitted under the Securities Act and applicable state securities laws pursuant
to registration or exemption therefrom; and accordingly, the undersigned may
be
required to bear the financial risks of an investment in the Securities for
an
indefinite period of time;
(d) The
undersigned consents to (i) the placing of a legend substantially in the form
set forth below on the certificates representing the Underlying Shares stating
that the Underlying Shares have not been registered and setting forth the
restriction on transfer contemplated hereby, and (ii) the placing of a stop
transfer order on the books of the Company with respect to the
Securities.
“The
shares represented by this certificate have not been registered under the
Securities Act of 1933, as amended. These shares have been acquired for
investment and not with a view to distribution or resale and may not be sold,
mortgaged, pledged, hypothecated or otherwise transferred without an effective
registration statement for such sales under the Securities Act of 1933, or
an
opinion of counsel for the corporation that registration is not required under
such Act.
The
shares represented by this certificate are also subject to the provisions of
a
certain Investor Rights Agreement dated ___________, 2008 and may not be
transferred except in accordance with the provisions of that
agreement.”
5. Miscellaneous.
(a) Indemnity
by Investor.
The
investor agrees to indemnify and hold harmless the Company, its affiliates,
directors, officers, employees, agents and controlling persons (the Company
and
each such person being a “Company Indemnified Party”), from and against any and
all losses, claims, damages, liabilities and expenses whatsoever (including,
but
not limited to, any and all expenses whatsoever reasonably incurred
investigating, preparing or defending against any litigation commenced or
threatened or any claim whatsoever), joint or several, as incurred, to which
such Company Indemnified Party may become subject under any applicable United
States federal or state law or the laws of any other domestic or foreign
jurisdiction, or otherwise, and related to or arising out of or based upon
any
false representation, warranty or acknowledgment, or breach or failure by the
undersigned to comply with any covenant or agreement made by the undersigned
herein or in any other document furnished by the undersigned to any of the
foregoing in connection with this transaction.
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(b) Indemnity
by the Company.
The
Company agrees to indemnify and hold harmless the undersigned, its affiliates,
directors, officers, employees, agents and controlling persons (the undersigned
and each such person being an “Investor Indemnified Party”), from and against
any and all losses, claims, damages, liabilities and expenses whatsoever
(including, but not limited to, any and all expenses whatsoever reasonably
incurred investigating, preparing or defending against any litigation commenced
or threatened or any claim whatsoever), joint or several, as incurred, to which
such Investor Indemnified Party may become subject arising out of or resulting
from (1) any inaccuracy or breach of the Company’s representations and
warranties in this Agreement or (2) the Company’s breach of agreements or
covenants made by the Company in this Agreement or (3) any action, suit,
proceeding or investigation by any governmental entity or any other person
relating to this Agreement or the transactions contemplated hereby.
(c) Modification.
Except
as otherwise provided herein, neither this Agreement nor any provisions hereof
shall be modified, discharged or terminated except by an instrument in writing
signed by the party against whom any waiver, change, discharge or termination
is
sought.
(d) Binding
Effect.
Except
as otherwise provided herein, this Agreement shall be binding upon and inure
to
the benefit of the parties and their heirs, executors, administrators,
successors, legal representatives and assigns. If the undersigned is more than
one person, the obligation of the undersigned shall be joint and several and
the
agreements, covenants, representations, warranties and acknowledgments herein
contained shall be deemed to be made by and be binding upon each such person
and
his heirs, executors, administrators and successors.
(e) Entire
Agreement.
This
instrument contains the entire agreement of the parties and there are no
representations, warranties, acknowledgments, covenants or other agreements
except as stated or referred to herein.
(f) Assignability.
This
Agreement is not transferable or assignable by the undersigned.
(g) Governing
Law and Forum.
Notwithstanding
the place where this Agreement may be executed by any of the parties hereto,
all
the terms and provisions hereof shall be construed in accordance with and
governed by the laws of the Commonwealth of Massachusetts, without giving effect
to its conflict of law principles. Any dispute which may arise out of or in
connection with this Agreement shall be adjudicated before a court located
in
Middlesex County, Massachusetts and the parties hereby submit to the exclusive
jurisdiction of the courts of the Commonwealth of Massachusetts located in
Boston, Massachusetts and of the federal courts in Boston, Massachusetts with
respect to any action or legal proceeding commenced by any party, and
irrevocably waive any objection they now or hereafter may have respecting the
venue of any such action or proceeding brought in such a court or respecting
the
fact that such court is an inconvenient forum, relating to or arising out of
this Agreement or any acts or omissions relating to the sale of the Shares,
and
the undersigned consents to the service of process in any such action or legal
proceeding by means of registered or certified mail, return receipt requested,
in care of the address set forth below or such other address as the undersigned
shall furnish in writing to the Company. In the event any such action is
brought, whether at law or in equity, then the prevailing party shall be paid
its reasonable attorney's fees, expenses and disbursements arising out of such
action. The undersigned hereby waives trial by jury in any action or proceeding
involving, directly or indirectly, any matter (whether sounding in tort,
contract, fraud or otherwise) in any way arising out of or in connection with
this Agreement or the Holder’s purchase of the Shares.
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(h) Expenses
and Other Rights.
The
Company shall pay reasonable out-of-pocket fees and expenses up to $15,000
incurred by the undersigned in connection with the Transaction
Agreements.
The
Company agrees that if it enters into an agreement in connection with the
Debentures with another investor that provides for a material economic benefit
or material right that is not provided to the undersigned in the Transaction
Agreements, the undersigned shall be automatically entitled to such material
economic benefit or right without the execution of any amendment to the
Transaction Agreements.
[The
balance of this page has been intentionally left blank.]
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IN
WITNESS WHEREOF, the undersigned has executed this Agreement on this ___ day
of
_____, 2008.
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Manner
in which Title is to be held (Please Check One):
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1.
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Individual
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2.
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Joint
Tenants With Right of Survivorship
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3.
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Community
Property
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4.
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Tenants
in Common
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5.
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Married
with Separate Property
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EXECUTION
BY NATURAL PERSONS
Exact
Name(s) in Which Title is to be Held
(If
Joint
Tenant or Tenants in Common, both persons must
sign
and
this page must contain all information for both persons).
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___________________________________
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Signature
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Signature
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___________________________________
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___________________________________
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Name
(Please Print)
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Name
(Please Print)
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__________________________________
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__________________________________
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Residence:
Number and Street
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Residence:
Number and Street
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___________________________________
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City,
State, Zip Code
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City,
State, Zip Code
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___________________________________
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Social
Security Number
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Social
Security Number
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___________________________________
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Telephone
Number
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Accepted
this ___ day of _____ 2008, on behalf of the Company
By: __________________________
Name: ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
Title: Chief
Financial Officer
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EXECUTION
BY SUBSCRIBER THAT IS AN ENTITY
(Corporation,
Limited Liability Company, Partnership, Trust, Etc.)
______________________________________________
Name
of
Entity (Please Print)
Date
of
Incorporation or Organization: _____________________________________________________
State
of
Principal Offices: ______________________________________________________________
Federal
Taxpayer Identification Number: ___________________________________________________
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By:
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Title:
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Address:
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Accepted
this ___ day of _____ 2008, on behalf of the Company
By:
___________________________
Name: ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
Title: Chief
Financial Officer
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ACCREDITED
INVESTOR QUESTIONNAIRE
Please
check the box below that best characterizes the person or entity subscribing
for
the Shares under the terms of the foregoing Subscription Agreement.
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Any
natural person whose individual net worth, or joint net worth with
that
person’s spouse, at the time of his purchase exceeds US
$1,000,000;
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Any
natural person who had an individual income in excess of $200,000
in each
of the two most recent years or joint income with that person’s spouse in
excess of $300,000 in each of those years and has a reasonable expectation
of reaching the same income level in the current
year;
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Any
organization described in Section 501(c)(3) of the Internal Revenue
Code,
a corporation, a Massachusetts or similar business trust or a partnership,
in each case, not formed for the purpose of this investment, with
total
assets in excess of US $5,000,000;
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Any
director, executive officer, or general partner of the issuer of
the
securities being offered or sold, or any director, executive officer,
or
general partner of a general partner of that
issuer;
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Any
trust with total assets in excess of US $5,000,000, not formed for
the
specific purpose of acquiring the securities offered, whose purchase
is
directed by a sophisticated person as described in Rule 506(b)(2)(ii)
of
the Securities Act of 1933;
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Any
entity in which all of the equity owners are accredited
investors;
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Any
private business development company as defined in Section 202(a)(22)
of
the Investment Advisers Act of
1940;
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Any
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;
|
| o |
Any
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;
|
| o |
Any
bank as defined in Section 3(a)(2) or a savings and loan association
or
other institution defined in Section 3(a)(5)(A) of the Securities
Act of
1933 acting in either an individual or fiduciary
capacity;
|
| o |
Any
insurance company as defined in Section 2(13) of the Securities Act
of
1933;
|
| o |
Any
employee benefit plan within the meaning of Title I of the Employee
Retirement Income Security Act of 1974 whose investment decision
is made
by a fiduciary which is either a bank, savings and loan association,
insurance company, or registered investment advisor, or whose total
assets
exceed US $5,000,000, or, if a self-directed plan, a plan whose investment
decisions are made solely by persons who are accredited
investors;
|
| o |
Any
broker or dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934; or
|
| o |
Any
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.
|
| o |
None
of the above.
|
|
Name
of Subscriber:
|
_____________________________
|
|
|
Social
Security Number / TIN:
|
_____________________________
|
|
11