Common use of DESCRIPTION OF INVESTOR Clause in Contracts

DESCRIPTION OF INVESTOR. The following information is required to ascertain whether you would be deemed an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act. Please check as many of the following as applicable: [ ] a corporation or partnership with total assets in excess of $5,000,000, not organized for the purpose of this particular investment [ ] private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, a U.S. venture capital fund which invests primarily through private placements in non-publicly traded securities and makes available (either directly or through co-investors) to the portfolio companies significant guidance concerning management, operations or business objectives [ ] 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 [ ] 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 [ ] a trust not organized to make this particular investment, with total assets in excess of $5,000,000 whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of the Securities Act of 1933 and who completed item 4 below of this questionnaire [ ] a 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 [ ] an insurance company as defined in Section 2(13) of the Securities Act of 1933 [ ] an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (i) whose investment decision is made by a fiduciary which is either a bank, savings and loan association, insurance company, or registered investment advisor, OR (ii) whose total assets exceed $5,000,000, or (iii) if a self-directed plan, whose investment decisions are made solely by a person who is an accredited investor and who completed Part I of this questionnaire; [ ] a charitable, religious, educational or other organization described in Section 501(c)(3) of the Internal Revenue Code, not formed for the purpose of this investment, with total assets in excess of $5,000,000 [ ] an entity not located in the U.S. none of whose equity owners are U.S. citizens or U.S. residents [ ] a broker or dealer registered under Section 15 of the Securities Exchange Act of 1934 [ ] a plan having assets exceeding $5,000,000 established and maintained by a government agency for its employees [ ] an individual who had individual income from all sources during each of the last two years in excess of $200,000 OR the joint income of you and your spouse (if married) from all sources during each of such years in excess of $300,000 and who reasonably excepts that EITHER your own income from all sources during the current year will exceed $200,000 OR the joint income of you and your spouse (if married) from all sources during the current year will exceed $300,000 [ ] an individual whose net worth as of the date you purchase the securities offered, together with the net worth of your spouse, be in excess of $1,000,000 [ ] an entity in which all of the equity owners are accredited investors

DESCRIPTION OF INVESTOR. The following information is required to ascertain whether you would be deemed an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act. Please check as many whether you are any of the following as applicablefollowing: [ [] a corporation or partnership with total assets in excess of $5,000,000, not organized for the purpose of this particular investment [ [] private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, 1940 [a U.S. venture capital fund which invests primarily through private placements in non-publicly traded securities and makes available (either directly or through co-investors) to the portfolio companies significant guidance concerning management, operations or business objectives [ [] 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 [ [] 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 [ [] a trust not organized to make this particular investment, with total assets in excess of $5,000,000 whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of the Securities Act of 1933 and who completed item 4 below of this questionnaire [ [] a 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 [ [] an insurance company as defined in Section 2(13) of the Securities Act of 1933 [ [] an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (i) whose investment decision is made by a fiduciary which is either a bank, savings and loan association, insurance company, or registered investment advisor, OR or (ii) whose total assets exceed $5,000,000, or (iii) if a self-directed plan, whose investment decisions are made solely by a person who is an accredited investor and who completed Part I of this questionnaire; [ [] a charitable, religious, educational or other organization described in Section 501(c)(3) of the Internal Revenue Code, not formed for the purpose of this investment, with total assets in excess of $5,000,000 [ [] an entity not located in the U.S. none of whose equity owners are U.S. citizens or U.S. residents [ [] a broker or dealer registered under Section 15 of the Securities Exchange Act of 1934 [ [] a plan having assets exceeding $5,000,000 established and maintained by a government agency for its employees [ [] an individual who had individual income from all sources during each of the last two years in excess of $200,000 OR or the joint income of you and your spouse (if married) from all sources during each of such years in excess of $300,000 and [] an individual who reasonably excepts expects that EITHER either your own income from all sources during the current year will to exceed $200,000 OR or the joint income of you and your spouse (if married) from all sources during the current year will to exceed $300,000 [ [] an individual whose net worth as of the date you purchase the securities offered, together with the net worth of your spouse, be in excess of $1,000,000 [ [] an entity in which all of the equity owners are accredited investorsinvestors 3. BUSINESS, INVESTMENT AND EDUCATIONAL EXPERIENCE Occupation_________________________ Number of Years_____________________ Present Employer____________________ Position/Title______________________ Educational Background________________ Frequency of prior investment (check one in each column): Stocks & Bonds Venture Capital Investments Frequently Occasionally

DESCRIPTION OF INVESTOR. The following information is required to ascertain whether you would be deemed an "“accredited investor" ” as defined in Rule 501 of Regulation D under the Securities Act. IF NONE OF THE FOLLOWING APPLY TO YOU, THEN YOU MAY NOT PURCHASE THESE SECURITIES. Please check as many whether you are any of the following as applicablefollowing: [ ] ¨ a corporation or partnership with total assets in excess of $5,000,000, not organized for the purpose of this particular investment [ ] ¨ private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, a U.S. venture capital fund which invests primarily through private placements in non-publicly traded securities and makes available (either directly or through co-investors) to the portfolio companies significant guidance concerning management, operations or business objectives [ ] ¨ 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 [ ] ¨ 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 [ ] ¨ a trust not organized to make this particular investment, with total assets in excess of $5,000,000 whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of the Securities Act of 1933 and who completed item 4 below of this questionnaire [ ] ¨ a 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 [ ] ¨ an insurance company as defined in Section 2(13) of the Securities Act of 1933 [ ] ¨ an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (i) whose investment decision is made by a fiduciary which is either a bank, savings and loan association, insurance company, or registered investment advisor, OR or (ii) whose total assets exceed $5,000,000, or (iii) if a self-directed plan, whose investment decisions are made solely by a person who is an accredited investor and who completed Part I of this questionnaire; [ ] ¨ a charitable, religious, educational or other organization described in Section 501(c)(3) of the Internal Revenue Code, not formed for the purpose of this investment, with total assets in excess of $5,000,000 [ ] ¨ an entity not located in the U.S. none of whose equity owners are U.S. citizens or U.S. residents [ ] ¨ a broker or dealer registered under Section 15 of the Securities Exchange Act of 1934 [ ] ¨ a plan having assets exceeding $5,000,000 established and maintained by a government agency for its employees [ ] ¨ an individual who had individual income from all sources during each of the last two years in excess of $200,000 OR or the joint income of you and your spouse (if married) from all sources during each of such years in excess of $300,000 and who reasonably excepts that EITHER either your own income from all sources during the current year will exceed $200,000 OR or the joint income of you and your spouse (if married) from all sources during the current year will exceed $300,000 [ ] ¨ an individual whose net worth as of the date you purchase the securities offered, together with the net worth of your spouse, be in excess of $1,000,000 [ ] ¨ an entity in which all of the equity owners are accredited investors

DESCRIPTION OF INVESTOR. The following information is required to ascertain whether you would be deemed an "accredited investor" as defined in Rule 501 of Regulation D under the Securities Act. Please check as many whether you are any of the following as applicablefollowing: [ ] a corporation corporation, limited liability company or partnership with total assets in excess of $5,000,000, not organized for the purpose of this particular investment [ ] private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, a U.S. venture capital fund which invests primarily through private placements in non-publicly traded securities and makes available (either directly or through co-investors) to the portfolio companies significant guidance concerning management, operations or business objectives [ ] 1940 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 [ ] 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 [ ] a trust not organized to make this particular investment, with total assets in excess of $5,000,000 whose purchase is directed by a sophisticated person Person as described in Rule 506(b)(2)(ii) of the Securities Act of 1933 and who completed item 4 below of this questionnaire [ ] a 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 [ ] an insurance company as defined in Section 2(13) of the Securities Act of 1933 [ ] an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (i) whose investment decision is made by a fiduciary which is either a bank, savings and loan association, insurance company, or registered investment advisor, OR or (ii) whose total assets exceed $5,000,000, or (iii) if a self-directed plan, whose investment decisions are made solely by a person Person who is an accredited investor and who completed Part I of this questionnaire; [ ] a charitable, religious, educational or other organization described in Section 501(c)(3) of the Internal Revenue Code, not formed for the purpose of this investment, with total assets in excess of $5,000,000 [ ] an entity not located in the U.S. none of whose equity owners are U.S. citizens or U.S. residents [ ] a broker or dealer registered under Section 15 of the Securities Exchange Act of 1934 [ ] a plan having assets exceeding $5,000,000 established and maintained by a government agency for its employees [ ] an individual who had individual income from all sources during each of the last two years in excess of $200,000 OR or the joint income of you and your spouse (if married) from all sources during each of such years in excess of $300,000 and who reasonably excepts that EITHER either your own income from all sources during the current year will exceed $200,000 OR or the joint income of you and your spouse (if married) from all sources during the current year will exceed $300,000 [ ] an individual whose net worth as of the date you purchase the securities offered, together with the net worth of your spouse, be in excess of $1,000,000 [ ] an entity in which all of the equity owners are accredited investors

DESCRIPTION OF INVESTOR. The following information is required to ascertain whether you would be deemed an "“accredited investor" ” as defined in Rule 501 of Regulation D under the Securities Act. Please check as many whether you are any of the following as applicablefollowing: [ ] _____________a corporation or partnership with total assets in excess of $5,000,000, not organized for the purpose of this particular investment [ ] investment; _____________private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, a U.S. venture capital fund which invests primarily through private placements in non-publicly traded securities and makes available (either directly or through co-investors) to the portfolio companies significant guidance concerning management, operations or business objectives [ ] or 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 [ ] or 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 [ ] Act; _____________a trust not organized to make this particular investment, with total assets in excess of $5,000,000 whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of the Securities Act of 1933 and who completed item 4 below of this questionnaire [ ] o a 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 an insurance company as defined in Section 2(13) of the Securities Act of 1933 [ ] 1933; _____________an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (i) whose investment decision is made by a fiduciary which is either a bank, savings and loan association, insurance company, or registered investment advisor, OR or (ii) whose total assets exceed $5,000,000, or (iii) if a self-directed plan, whose investment decisions are made solely by a person who is an accredited investor and who completed Part I of this questionnaire; [ ] _____________a charitable, religious, educational or other organization described in Section 501(c)(3) of the Internal Revenue Code, not formed for the purpose of this investment, with total assets in excess of $5,000,000 [ ] 5,000,000; _____________an entity not located in the U.S. none of whose equity owners are U.S. citizens or U.S. residents [ ] residents; _____________a broker or dealer registered under Section 15 of the Securities Exchange Act of 1934 [ ] 1934; _____________a plan having assets exceeding $5,000,000 established and maintained by a government agency for its employees [ ] employees; _____________an individual who had individual income from all sources during each of the last two years in excess of $200,000 OR or the joint income of you and your spouse (if married) from all sources during each of such years in excess of $300,000 and who reasonably excepts that EITHER either your own income from all sources during the current year will exceed $200,000 OR or the joint income of you and your spouse (if married) from all sources during the current year will exceed $300,000 [ ] 300,000; _____________an individual whose net worth as of the date you purchase the securities offered, together with the net worth of your spouse, be in excess of $1,000,000 [ ] ; _____________an entity in which all of the equity owners are accredited investors

DESCRIPTION OF INVESTOR. The following information is required to ascertain whether you would be deemed an "“accredited investor" ” as defined in Rule 501 of Regulation D under the Securities Act. Please check as many whether you are any of the following as applicablefollowing: [ ] o a corporation or partnership with total assets in excess of $5,000,000, not organized for the purpose of this particular investment [ ] o private business development company as defined in Section Sec-tion 202(a)(22) of the Investment Advisers Act of 1940, a U.S. venture capital fund which invests primarily through private placements in non-publicly traded securities secu-rities and makes available (either directly or through co-investors) to the portfolio companies significant guidance concerning management, operations or business objectives [ ] o 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 [ ] o 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 [ ] o a trust not organized to make this particular investment, with total assets in excess of $5,000,000 whose purchase is directed by a sophisticated person as described des-cribed in Rule 506(b)(2)(ii) of the Securities Act of 1933 and who completed item 4 below of this questionnaire [ ] o a bank as defined in Section 3(a)(2) or a savings and loan association or other institution defined in Section Sec-tion 3(a)(5)(A) of the Securities Act of 1933 acting in either an individual or fiduciary capacity [ ] o an insurance company as defined in Section 2(13) of the Securities Act of 1933 [ ] o an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (i) whose investment decision is made by a fiduciary which is either a bank, savings and loan association, insurance company, or registered investment advisor, OR or (ii) whose total assets exceed $5,000,000, or (iii) if a self-directed plan, whose investment decisions are made solely by a person who is an accredited investor and who completed Part I of this questionnaire; [ ] o a charitable, religious, educational or other organization organiza-tion described in Section 501(c)(3) of the Internal Revenue Code, not formed for the purpose of this investmentinvest-ment, with total assets in excess of $5,000,000 [ ] o an entity not located in the U.S. none of whose equity owners are U.S. citizens or U.S. residents [ ] o a broker or dealer registered under Section 15 of the Securities Exchange Act of 1934 [ ] o a plan having assets exceeding $5,000,000 established and maintained by a government agency for its employees [ ] o an individual who had individual income from all sources during each of the last two years in excess of $200,000 OR or the joint income of you and your spouse (if married) from all sources during each of such years in excess of $300,000 and who reasonably excepts that EITHER either your own income from all sources during the current year will exceed $200,000 OR or the joint income of you and your spouse (if married) from all sources during the current year will exceed $300,000 [ ] o an individual whose net worth as of the date you purchase the securities securi-ties offered, together with the net worth of your spouse, be in excess of $1,000,000 [ ] o an entity in which all of the equity owners are accredited investors