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EXHIBIT 10.1
PHARMACYCLICS, INC.
COMMON STOCK PURCHASE AGREEMENT
This Common Stock Purchase Agreement (the "Agreement") is made as of
November 11, 1996, by and among Pharmacyclics, Inc., a Delaware corporation (the
"Company") with its principal office at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and the persons listed on the Schedule of Purchasers attached
hereto as Schedule I (the "Purchasers").
1. Authorization and Sale of Units
1.1 Authorization. The Company has authorized the issuance and
sale pursuant to this Agreement of 580,000 shares of the Common Stock, par value
$0.0001 per share (the "Common Stock"), of the Company.
1.2 Sale of Common Stock. Subject to the terms and conditions of
this Agreement, the Company agrees to issue and sell to each Purchaser, and each
Purchaser severally agrees to purchase from the Company, the number of shares of
Common Stock set forth opposite each Purchaser's name on Schedule I for a price
per share equal to $14.00.
2. Closing Date; Delivery
2.1 Closing Date. The closing of the purchase and sale of the
shares of Common Stock (the "Closing") shall be held at the offices of ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, Two Embarcadero Place, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
at 10:00 a.m. Pacific Daylight Time, on November 15, 1996 or at such other time
and place upon which the Company and the Purchasers purchasing in the aggregate
more than half of the shares of Common Stock sold hereunder shall agree. The
date of the Closing is hereinafter referred to as the "Closing Date."
2.2 Delivery. At the Closing, the Company will deliver to each
Purchaser certificates, registered in the Purchaser's name as shown on Schedule
I, representing the number of shares of Common Stock to be purchased by each
such Purchaser. Such delivery shall be against payment by each Purchaser of the
aggregate purchase price therefor (the "Purchase Price") by wire transfer to the
Company's bank account. The Purchase Price payable by each Purchaser shall be as
set forth on Schedule I opposite each Purchaser's name.
3. Representations and Warranties of the Company
The Company represents and warrants to the Purchasers as of the Closing
Date as follows:
3.1 Organization and Standing. The Company is a corporation duly
organized and validly existing under, and by virtue of, the laws of the State of
Delaware and is in good standing as a domestic corporation under the laws of
said state with all requisite corporate power and authority to own, operate and
lease its properties and conduct its business as presently conducted. The
Company is qualified to do business as a foreign corporation and is in good
standing in the State of California and in each other state of the United States
where its failure to do so would have a material adverse effect on its business
as presently conducted. The Company holds all licenses, franchises, permits and
authorizations necessary for the lawful conduct of its business.
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3.2 Corporate Power; Authorization. The Company has all
requisite legal and corporate power and has taken all requisite corporate action
to execute and deliver this Agreement, to issue and sell the shares of the
Common Stock and to carry out and perform all of its obligations under this
Agreement. This Agreement constitutes the legal, valid and binding obligations
of the Company, enforceable in accordance with its terms, except (i) as limited
by applicable bankruptcy, insolvency, reorganization or similar laws relating to
or affecting the enforcement of creditors' rights generally and (ii) as limited
by equitable principles generally. The execution and delivery of this Agreement
does not, and the performance of this Agreement and the compliance with the
provisions hereof, and the issuance, sale and delivery of the shares of Common
Stock by the Company will not conflict with, or result in a breach or violation
of the terms, conditions or provisions of, or constitute a default under, or
result in the creation or imposition of any lien pursuant to the terms of, the
Certificate of Incorporation or Bylaws of the Company or any statute, law, rule
or regulation or any state or federal order, judgment or decree or any
indenture, mortgage, lease or other material agreement or instrument which the
Company is required to file as an Exhibit to its Form 10-K.
3.3 Issuance and Delivery of the Shares of Common Stock. The
shares of Common Stock, when issued in compliance with the provisions of this
Agreement, will be validly issued, fully paid and nonassessable. The issuance
and delivery of the shares of Common Stock is not subject to preemptive or any
other similar rights of the stockholders of the Company or any liens or
encumbrances.
3.4 SEC Documents; Financial Statements. The Company has
provided the Purchasers with the Company's Annual Report on Form 10-K for the
year ended June 30, 1996, which is a true and complete copy of such document as
filed by the Company with the Securities and Exchange Commission (the "SEC").
The Company has filed all documents (the "SEC Documents") that the Company was
required to file with the SEC under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), during the twelve (12) months preceding the date
of this Agreement, and all of such documents conformed in all material respects
to the requirements of the Exchange Act and the rules and regulations thereunder
as of their respective filing dates. None of the SEC Documents as of their
respective dates contained any untrue statement of material fact or omitted to
state a material fact required to be stated therein or necessary to make the
statements made therein, in light of the circumstances under which they were
made, not misleading. The financial statements of the Company included in the
SEC Documents (the "Financial Statements") comply as to form in all material
respects with applicable accounting requirements and with the published rules
and regulations of the SEC with respect thereto. The Financial Statements have
been prepared in accordance with generally accepted accounting principles
consistently applied and fairly present the consolidated financial position of
the Company and any subsidiaries at the dates thereof and the consolidated
results of their operations and consolidated cash flows for the periods then
ended (subject, in the case of unaudited statements, to normal, recurring
adjustments that are not in the aggregate material).
3.5 Governmental Consents. No consent, approval, order or
authorization of, or registration, qualification, designation, declaration or
filing with, any federal, state, or local governmental authority on the part of
the Company is required in connection with the consummation of the transactions
contemplated by this Agreement except for (a) compliance with the securities and
blue sky laws in the states in which shares of Common Stock are offered and/or
sold, which compliance will be effected in accordance with such laws, (b) the
filing of the Nasdaq National Market Notification Form with the Nasdaq National
Market, and (c) the filing of Form 10-C with the SEC.
3.6 No Material Adverse Change. Except as otherwise disclosed
herein, since June 30, 1996, there have not been:
(a) Any changes in the financial condition or results of
operations of the Company from that reflected in the Financial Statements except
changes in the ordinary course of business which have not been, either
individually or in the aggregate, materially adverse;
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(b) Any material increase in indebtedness for borrowed
money, current liabilities or total liabilities (whether absolute, accrued,
contingent or otherwise) incurred by the Company, except for liabilities,
commitments and obligations incurred in the ordinary course of business;
(c) Any sale, assignment, transfer or other disposition of
any material tangible or intangible asset of the Company, except in the ordinary
course of business;
(d) Any extraordinary transaction; and
(e) Any material agreement that the Company would be
required to file with the SEC.
4. Representations, Warranties and Covenants of the Purchasers
Each Purchaser hereby severally represents and warrants to the Company,
effective as of the Closing Date, as follows:
4.1 Authorization. Purchaser represents and warrants to the
Company that: (i) Purchaser has all requisite legal and corporate or other power
and capacity and has taken all requisite corporate or other action to execute
and deliver this Agreement, to purchase the shares of Common Stock to be
purchased by it and to carry out and perform all of its obligations under this
Agreement; and (ii) this Agreement constitutes the legal, valid and binding
obligation of the Purchaser, enforceable in accordance with its terms, except
(a) as limited by applicable bankruptcy, insolvency, reorganization, or similar
laws relating to or affecting the enforcement of creditors' rights generally and
(b) as limited by equitable principles generally.
4.2 Investor Qualifications; Investment Experience. Purchaser is
an "accredited investor" as defined in Rule 501(a) under the Securities Act, and
Purchaser is a "qualified institutional buyer" as defined in Rule 144A(a)(1)
under the Securities Act. Purchaser is aware of the Company's business affairs
and financial condition and has had access to and has acquired sufficient
information about the Company to reach an informed and knowledgeable decision to
acquire the shares of Common Stock. Purchaser has such business and financial
experience as is required to give it the capacity to protect its own interests
in connection with the purchase of the shares of Common Stock.
4.3 Investment Intent. Purchaser is purchasing the shares of
Common Stock in the ordinary course of its business for its own account as
principal, for investment purposes only, and not with a present view to, or for,
resale, distribution or fractionalization thereof, in whole or in part, within
the meaning of the Securities Act. No arrangement or understanding exists
between the Purchaser and any other person regarding the resale, distribution or
fractionalization of the shares of Common Stock, in whole or in part, within the
meaning of the Securities Act. Purchaser understands that its acquisition of the
shares of Common Stock has not been registered under the Securities Act or
registered or qualified under any state securities law in reliance on specific
exemptions therefrom, which exemptions may depend upon, among other things, the
bona fide nature of Purchaser's investment intent as expressed herein. Purchaser
has completed or caused to be completed and delivered to the Company, the
Purchaser Questionnaire attached hereto as Exhibit A. Purchaser has, in
connection with its decision to purchase the number of shares of Common Stock
set forth in Schedule I hereto, relied solely upon the documents attached as
appendices thereto and the representations and warranties of the Company
contained herein. Purchaser's decision to purchase such shares of Common Stock
was not based upon the Company's Registration Statement on Form S-1 as filed by
the Company with the SEC on June 14, 1996 (the "Registration Statement").
Purchaser has not received or otherwise acquired a copy of the Registration
Statement and, in any case, has not relied upon the Registration Statement in
connection with its decision to purchase shares of Common Stock hereunder.
Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or
otherwise dispose of (or solicit any
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offers to buy, purchase or otherwise acquire or take a pledge of) any of the
shares of Common Stock except in compliance with the Securities Act, and the
rules and regulations promulgated thereunder.
4.4 Registration or Exemption Requirements. Purchaser further
acknowledges and understands that the shares of Common Stock may not be resold
or otherwise transferred except in a transaction registered under the Securities
Act or unless an exemption from such registration is available. Purchaser
understands that the certificate(s) evidencing the shares of Common Stock will
be imprinted with a legend that prohibits the transfer of the shares of Common
Stock unless (i) they are registered or such registration is not required, and
(ii) if the transfer is pursuant to an exemption from registration other than
Rule 144 under the Securities Act and, if the Company shall so request in
writing, an opinion of counsel reasonably satisfactory to the Company is
obtained to the effect that the transaction is so exempt.
4.5 No Legal, Tax or Investment Advice. Purchaser understands
that nothing in this Agreement or any other materials presented to Purchaser in
connection with the purchase and sale of the shares of Common Stock constitutes
legal, tax or investment advice. Purchaser has consulted such legal, tax and
investment advisors as it, in its sole discretion, has deemed necessary or
appropriate in connection with its purchase of the shares of Common Stock.
5. Conditions to Purchasers' Obligations
Each Purchaser's obligation to purchase the shares of Common Stock at
the Closing shall be subject to the fulfillment or waiver as of the Closing Date
of each of the following conditions:
5.1 Representations and Warranties. The representations and
warranties made by the Company in Section 3 hereof shall be true and correct in
all material respects when made, and shall be true and correct in all material
respects on the Closing Date with the same force and effect as if they had been
made on and as of said date. Purchasers shall have received a certificate to
such effect, dated the Closing Date and executed by the Chief Executive Officer
of the Company.
5.2 Legal Opinion. The Purchasers shall have received a legal
opinion of ▇▇▇▇▇▇▇, Phleger & ▇▇▇▇▇▇▇▇, counsel to the Company, regarding the
matters referred to in Sections 3.1, 3.2 and 3.3, and otherwise reasonably
acceptable to the Purchasers.
6. Conditions to Company's Obligations
The Company's obligation to issue and sell the shares of Common Stock
at the Closing shall be subject to the fulfillment or waiver as of the Closing
Date of each of the following conditions:
6.1 Representations and Warranties. The representations made by
the Purchasers in Section 4 hereof shall be true and correct in all material
respects when made, and shall be true and correct in all material respects on
the Closing Date with the same force and effect as if they had been made on and
as of such date.
6.2 Payment of Purchase Price. Each Purchaser shall have
delivered to the Company payment of the aggregate Purchase Price of the shares
of Common Stock to be purchased by each such Purchaser, in the amounts as set
forth on Schedule I hereto opposite.
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6.3 Covenants. All covenants, agreements and conditions
contained in this Agreement to be performed by the Purchasers on or prior to the
Closing Date shall have been performed or complied with in all material
respects.
6.4 Blue Sky. The Company shall have obtained all necessary
blue sky law permits and qualifications, or secured exemptions therefrom,
required by any state for the offer and sale of the shares of Common Stock.
7. Affirmative Covenants of the Company
The Company hereby covenants and agrees as follows:
7.1 Financial Information. The Company will mail the following
reports to each Purchaser until such Purchaser transfers, assigns or sells the
shares of Common Stock purchased by such Purchaser pursuant to this Agreement:
(a) Within one hundred twenty (120) days after the end of
each fiscal year, a copy of its Annual Report on Form 10-K.
(b) Within sixty (60) days after the end of the first,
second and third quarterly accounting periods of each fiscal year of the
Company, a copy of its Quarterly Report on Form 10-Q.
(c) Within ten (10) days after the Company files any
Current Report on Form 8-K with the SEC, such Current Report on Form 8-K.
7.2 Registration. The Company shall file with the SEC a
registration statement on Form S-3 covering all of the shares of Common Stock
issued and sold to the Purchasers pursuant hereto and shall use its best efforts
to cause such registration statement to become effective prior to May 15, 1997.
The Company agrees to keep such registration statement in effect until the
earlier of (i) such date as all of the shares of Common Stock covered by the
registration statement have been resold or (ii) such time as all of the shares
of Common Stock purchased hereunder by each Purchaser can be sold within a
90-day period without compliance with the registration requirements of the
Securities Act pursuant to Rule 144 thereunder. Notwithstanding anything else in
this Section 7.2, the Company shall have the right, for a period not to exceed
thirty (30) days in duration and upon written notice to each of the Purchasers,
to prohibit the sale of the shares of Common Stock issued and sold to the
Purchasers hereunder pursuant to a registration statement effected under this
Section 7.2, in the event that the Company's Board of Directors, pursuant to
advice of counsel, deems it necessary, in light of a pending or potential
corporate event which has resulted in material nonpublic information not yet
having been disseminated by the Company or otherwise included in such
registration statement, to prohibit such sales until such information can be
made public or included in such registration statement. The Company shall within
such thirty (30) days add any necessary disclosure to the registration statement
and notify the Purchasers that they are no longer prohibited from selling shares
of Common Stock under such registration statement.
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8. Restrictions on Transferability of Common Stock;
Compliance with Securities Act
8.1 Restrictions on Transferability. The shares of Common Stock
purchased hereunder shall not be transferable in the absence of a registration
under the Securities Act or an exemption therefrom or in the absence of
compliance with any term of this Agreement. The Company shall be entitled to
give stop transfer instructions to its transfer agent with respect to the Common
Stock in order to enforce the foregoing restrictions.
9. Miscellaneous
9.1 Waivers and Amendments. The terms of this Agreement may be
waived or amended with the written consent of the Company and each Purchaser.
9.2 Governing Law. This Agreement shall be governed in all
respects by and construed in accordance with the laws of the State of California
without any regard to conflicts of laws principles.
9.3 Survival. The representations, warranties, covenants and
agreements made in this Agreement shall survive any investigation made by the
Company or the Purchasers and the Closing.
9.4 Successors and Assigns. The provisions hereof shall inure to
the benefit of, and be binding upon, the successors, assigns, heirs, executors
and administrators of the parties to this Agreement. Notwithstanding the
foregoing, no Purchaser shall assign this Agreement without the prior written
consent of the Company.
9.5 Entire Agreement. This Agreement constitutes the full and
entire understanding and agreement between the parties with regard to the
subjects thereof.
9.6 Notices, etc. All notices and other communications required or
permitted under this Agreement shall be effective upon receipt and shall be in
writing and may be delivered in person, by telecopy, overnight delivery service
or registered or certified United States mail, addressed to the Company or the
Purchasers, as the case may be, at their respective addresses set forth at the
beginning of this Agreement or on Schedule I, or at such other address as the
Company or the Purchasers shall have furnished to the other party in writing.
All notices and other communications shall be effective upon the earlier of
actual receipt thereof by the person to whom notice is directed or (i) in the
case of notices and communications sent by personal delivery or telecopy, one
business day after such notice or communication arrives at the applicable
address or was successfully sent to the applicable telecopy number, (ii) in the
case of notices and communications sent by overnight delivery service, at noon
(local time) on the second business day following the day such notice or
communication was sent, and (iii) in the case of notices and communications sent
by United States mail, seven days after such notice or communication shall have
been deposited in the United States mail.
9.7 Severability of this Agreement. If any provision of this
Agreement shall be judicially determined to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
9.8 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
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9.9 Further Assurances. Each party to this Agreement shall do and
perform or cause to be done and performed all such further acts and things and
shall execute and deliver all such other agreements, certificates, instruments
and documents as the other party hereto may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby.
9.10 Termination. In the event that the Closing shall not have
occurred on or before thirty (30) days from the date hereof, this Agreement
shall terminate at the close of business on such date.
9.11 Expenses. The Company and each such Purchaser shall bear its
own expenses incurred on its behalf with respect to this Agreement and the
transactions contemplated hereby, including fees and expenses of legal counsel.
9.12 Effectiveness of Agreement. The Company's agreement to sell
the shares of Common Stock to the Purchasers pursuant to the terms of this
Agreement will only be effective upon acceptance of this Agreement by the
Company as evidenced by the Company's execution of this Agreement.
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IN WITNESS WHEREOF, the Company and Purchasers have executed this
Common Stock Purchase Agreement as of the date first above written.
COMPANY:
PHARMACYCLICS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: Pres & CEO
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PURCHASERS:
CAPITAL RESEARCH AND
MANAGEMENT COMPANY on
behalf of SMALLCAP World
Fund, Inc.
/s/ ▇.▇. ▇▇▇▇
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Authorized Signature of Purchaser
▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Senior Vice President
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Title
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Schedule I
SCHEDULE OF PURCHASERS
Number of Purchase
Purchaser Shares Price
Capital Research and Management Company 580,000 $8,120,000
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EXHIBIT A
INSTRUCTION SHEET FOR PURCHASER, PURCHASER QUESTIONNAIRE AND CERTIFICATES
FOR PURCHASER
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INSTRUCTION SHEET FOR PURCHASER Exhibit A-1
(to be read in conjunction with the entire
Common Stock Purchase Agreement)
A. Complete the following items in the Common Stock Purchase Agreement:
1. Provide the information regarding the Purchaser requested on
the signature page. The Agreement must be executed by an
individual authorized to bind the Purchaser.
2. Exhibit A-2 - Stock Certificate Questionnaire:
Provide the information requested by the Stock Certificate
Questionnaire;
3. Exhibit A-3 and A-4 - Certificate for Purchaser:
Provide the information requested by the Certificate for
Individual Purchasers or the Certificate for Corporate,
Partnership, Trust, Foundation and Joint Purchasers, as
applicable.
4. Return the signed Purchase Agreement including the properly
completed Exhibit B to:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Esq.
▇▇▇▇▇▇▇, Phleger & ▇▇▇▇▇▇▇▇ LLP
Two Embarcadero Place
▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
B. Instructions regarding the transfer of funds for the purchase of shares
of Common Stock will be telecopied to the Purchaser at a later date.
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Exhibit A-2
PHARMACYCLICS, INC.
STOCK CERTIFICATE QUESTIONNAIRE
Pursuant to Section 4.3 of the Agreement, please provide us with the
following information:
1. The exact name that the shares of Common
Stock are to be registered in (this is the name
that will appear on the stock certificate(s)).
You may use a nominee name if appropriate:
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2. The relationship between the Purchaser of the
shares of Common Stock and the Registered
Holder listed in response to item 1 above:
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3. The mailing address of the Registered Holder
listed in response to item 1 above:
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4. The Tax Identification Number of the
Registered Holder listed in response to item 1
above:
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Exhibit A-3
PHARMACYCLICS, INC.
CERTIFICATE FOR INDIVIDUAL PURCHASERS
If the investor is an individual Purchaser (or married couple)
the Purchaser must complete, date and sign this Certificate.
CERTIFICATE
I certify that the representations and responses below are
true and accurate:
In order for the Company to offer and sell the shares of Common Stock
in conformance with state and federal securities laws, the following information
must be obtained regarding your investor status. Please initial each category
applicable to you as an investor in the Company.
___ (1) A natural person whose net worth, either
individually or jointly with such person's spouse exceeds $1,000,000;
___ (2) A natural person who had an individual
income in excess of $200,000, or joint income with that person's spouse in
excess of $300,000, in 1994 and 1995, and reasonably expects to have income
reaching the same level in 1996;
___ (3) An executive officer or director of the
Company.
Dated:
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Name(s) of Purchaser
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Signature
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Signature
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Exhibit A-4
PHARMACYCLICS, INC.
CERTIFICATE FOR CORPORATE, PARTNERSHIP,
TRUST, FOUNDATION AND JOINT PURCHASERS
If the investor is a corporation, partnership, trust, pension
plan, foundation, joint purchaser (other than a married couple) or other entity,
an authorized officer, partner, or trustee must complete, date and sign this
Certificate.
CERTIFICATE
The undersigned certifies that the representations and
responses below are true and accurate:
(a) The investor has been duly formed and is validly
existing and has full power and authority to invest in the Company. The person
signing on behalf of the undersigned has the authority to execute and deliver
the Common Stock Purchase Agreement on behalf of the Purchaser and to take other
actions with respect thereto.
(b) Indicate the form of entity of the undersigned:
___ Limited Partnership
___ General Partnership
___ Corporation
___ Revocable Trust (identify each grantor and
indicate under what circumstances the trust
is revocable by the grantor):
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(Continue on a separate piece of paper, if necessary.)
___ Other Type of Trust (indicate type of trust
and, for trusts other than pension trusts,
name the grantors and beneficiaries):
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-------------------------------------------.
(Continue on a separate piece of paper, if necessary.)
___ Other form of organization (indicate form
of organization (
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)
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(c) Indicate the approximate date the undersigned entity
was formed:
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(d) In order for the Company to offer and sell the shares
of Common Stock in conformance with state and federal securities laws, the
following information must be obtained regarding your investor status. Please
initial each category applicable to you as an investor in the Company.
___ 1. A bank as defined in Section 3(a)(2) of the
Securities Act, or any savings and loan association or other
institution as defined in Section 3(a)(5)(A) of the Securities
Act whether acting in its individual or fiduciary capacity;
___ 2. A broker or dealer registered pursuant to
Section 15 of the Securities Exchange Act of 1934;
___ 3. An insurance company as defined in
Section 2(13) of the securities Act;
___ 4. 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;
___ 5. 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;
___ 6. A 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;
___ 7. An employee benefit plan within the meaning
of the Employee Retirement Income Security Act of 1974, if the
investment decision is made by a plan fiduciary, as defined in
Section 3(21) of such act, which is either a bank, savings and
loan association, insurance company, or registered investment
adviser, or if the employee benefit plan has total assets in
excess of $5,000,000 or, if a self-directed plan, with
investment decisions made solely by persons that are
accredited investors;
___ 8. A private business development company as
defined in Section 202(a)(22) of the Investment Advisers Act
of 1940;
___ 9. An organization described in
Section 501(c)(3) of the Internal Revenue Code, a corporation,
Massachusetts or similar business trust, or partnership, not
formed for the specific purpose of acquiring the Shares, with
total assets in excess of $5,000,000;
___ 10. 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 who has such knowledge and experience in financial and
business matters that such person is capable of evaluating the
merits and risks of investing in the Company;
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___ 11. An entity in which all of the equity owners
qualify under any of the above subparagraphs. If the
undersigned belongs to this investor category only, list the
equity owners of the undersigned, and the investor category
which each such equity owner satisfies:
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(Continue on a separate piece of paper, if necessary.)
Dated: _______________________, 19___
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Name of investor
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Signature and title of authorized
officer, partner or trustee
3.
