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+------------------+---------------------------------------------------+
| ###### N         | ######                                            |
| ame of Applicant |                                                   |
+------------------+---------------------------------------------------+
| ###### Da        | ######                                            |
| te of Submission |                                                   |
+------------------+---------------------------------------------------+

**RURAL BUSINESS INVESTMENT PROGRAM (RBIP)**

**U.S. Small Business Administration, Investment Division**

**RURAL BUSINESS INVESTMENT COMPANY (RBIC) APPLICATION**

###### 

**PART II, EXHIBITS**

###### 

**SBA Form 2242**

  ------------------------- ---------------------------------------------
  Address                   

  Contact Person            

  Telephone                 

  FAX                       

  Email                     

  Name of Person Submitting 
  Application               
  ------------------------- ---------------------------------------------

###### U. S. SMALL BUSINESS ADMINISTRATION 

###### INVESTMENT DIVISION 

###### 409 Third Street, SW Washington, DC 20416 Tel: (202) 205-6510

SBA is collecting the information on this form for the purpose of
determining whether the applicant should be selected as a Rural Business
Investment Company (RBIC). SBA is collecting this information on behalf
of the U.S. Department of Agriculture (USDA) pursuant to a delegation of
authority from USDA to SBA under 7 CFR 4290.45. The information will be
used in performing background investigations of the key personnel of the
applicant. The information collected on this form is required in order
for your business to receive SBA assistance (except for the social
security numbers of the applicant's key personnel; see Notices Required
by Law, Page 2). The information collected on this form will be kept
confidential to the extent permitted by law. The estimated burden for
completing this RBIC Application (both Part I, SBA Form 2241, and Part
II, SBA Form 2242) is 240 hours. You are not required to respond to this
form unless it displays a current Office of Management and Budget (OMB)
control number. If you have questions or comments concerning this
estimate, please contact the U.S. Small Business Administration, Chief,
Administrative Information Branch, Washington, DC 20416 and/or Office of
Management and Budget, Clearance Officer, Paperwork Reduction Project
(3245-0332), Washington, DC 20503. **Please do not send forms to OMB.**

**NOTICES REQUIRED BY LAW**

The following is a brief summary of the laws applicable to this
solicitation of information.

**PAPERWORK REDUCTION ACT (44 U.S.C. Chapter 35)**

In Part II, Exhibits to the RBIC Application ("Exhibits"), where there
is an advisory of "Notices Required by Law," SBA will use the
information that has been provided in connection with an investigation
of your experience and character. The scope of this investigation may
include contact with banks, other financial institutions, individuals,
business associates, law enforcement offices (including but not limited
to SBA\'s Office of Inspector General and the Federal Bureau of
Investigation), and any others that will assist SBA in making an
adequate appraisal of your general business reputation and character.

**PRIVACY ACT (5 U.S.C. 522a)**

Any person can request to see or get copies of any personal information
that SBA has when those records are retrievable by individual
identifiers, such as name or social security number. See 13 C.F.R. Part
102, Subpart B and 7 C.F.R. Part 2018, Subpart F. However, requests for
information about another party may be denied unless SBA has the written
permission of the individual to release the information to the requestor
or unless the information is subject to disclosure under the Freedom of
Information Act (5 USC 552).

Generally, under the provisions of the Privacy Act, you are not required
to provide your social security number and the failure to provide your
social security number may not affect any right, benefit or privilege to
which you are entitled. However, the Debt Collection Improvement Act of
1996 (31 USC 7701(c)(1)) permits a Federal agency to require each person
doing business with that agency to furnish to that agency that person's
taxpayer identification number (TIN). Therefore, it is mandatory that
you furnish your TIN pursuant to the Debt Collection Improvement Act of
1996. Additionally, disclosure of your name and other personal
information requested is mandatory. SBA is required under section
384D(d)(2)(B) of the Consolidated Farm and Rural Development Act (7 USC
2009cc-3(d)(2)(B)) to consider the general business reputation of
certain key individuals in order to make a determination about whether
each individual has the business experience and character necessary to
participate in the RBIC program. Your social security number and other
personal identifiers assist SBA in making these determinations required
by law. If you do not provide this information, SBA will be unable to
reach a favorable determination concerning your participation in the
RBIC program.

Information you provide may indicate a violation or potential violation
of civil, criminal, or administrative law. In that situation, SBA may
refer the information to the appropriate Federal, State, local, or
foreign agency charged with responsibility for, or otherwise involved in
the investigation, prosecution, enforcement, or prevention of such
violations. See 56 Fed. Reg. 8020 (1991) for other published routine
uses of this information.

Any person concerned with the collection of information, its mandatory
or voluntary nature, disclosure or routine use under the Privacy Act, or
requesting information under the Freedom of Information Act may contact
the Director, Freedom of Information/Privacy Acts Division, Small
Business Administration, 409 Third Street, SW, Washington, DC 20416 for
information about the Agency\'s procedures on these two subjects.

**FREEDOM OF INFORMATION ACT (5 U.S.C. 552)**

This law provides, with some exceptions, that SBA must make records or
portions of records contained in our files available to persons
requesting them. This generally includes aggregate statistical
information on the RBIC program and other information such as names of
licensed RBICs and names of companies that have been financed by RBICs.
SBA does not routinely make available to a third party your proprietary
data or information that would cause competitive harm or would
constitute a clearly unwarranted invasion of personal privacy.

To request information under this Act, you must send the request to the
SBA office maintaining the records requested and identify it as a
Freedom of Information Act (FOIA) request. The request must describe the
specific records you want. For information about the FOIA, contact the
U.S. Small Business Administration, Chief, FOI/PA Office, 409 3^rd^
Street, SW, Suite 5900, Washington, DC 20416, or by e-mail at
<foia@sba.gov> .

**EXHIBIT A**

##### **CHECKLIST FOR RBIC EXHIBITS**

**INSTRUCTIONS:** (1) Begin by inserting appropriate information in the
header at the top of the page. (2) When submitting the application,
check appropriate boxes for those actions which have been done. (3) Note
that Exhibits C, D, E, F, G and H should all be *grouped together by
individual*.

+----------------------------------------------+------+-------+-------+
| EXHIBITS                                     | Incl | Comp  | S     |
|                                              | uded | leted | igned |
|                                              |      |       |       |
|                                              |      | In    |       |
|                                              |      |       |       |
|                                              |      | Final |       |
|                                              |      | Form  |       |
+----------------------------------------------+------+-------+-------+
| A.  Checklist for Exhibits to RBIC           |      |       |       |
|     Application                              |      |       |       |
+----------------------------------------------+------+-------+-------+
| B.  Parties Required to Submit Information   |      |       |       |
+----------------------------------------------+------+-------+-------+
| C.  Statements of Personal History (C-1,     |      |       |       |
|     Individuals; C-2, Entities)              |      |       |       |
+----------------------------------------------+------+-------+-------+
| D.  Legal Proceedings Questionnaire          |      |       |       |
+----------------------------------------------+------+-------+-------+
| E.  Business Experience & Education of       |      |       |       |
|     Principals                               |      |       |       |
+----------------------------------------------+------+-------+-------+
| F.  Investment and Other Relevant Experience |      |       |       |
|     of Principals                            |      |       |       |
+----------------------------------------------+------+-------+-------+
| G.  Information Regarding Other Activities   |      |       |       |
|     and Relationships                        |      |       |       |
+----------------------------------------------+------+-------+-------+
| H.  Authorization to Release Information     |      |       |       |
+----------------------------------------------+------+-------+-------+
| I.  Declaration of Significant Investors     |      |       |       |
+----------------------------------------------+------+-------+-------+
| J.  Transferor's Liability Contract          |      |       |       |
+----------------------------------------------+------+-------+-------+
| K.  Organizational Charts                    |      |       |       |
+----------------------------------------------+------+-------+-------+
| L.  Supplemental Information                 |      |       |       |
+----------------------------------------------+------+-------+-------+
| M.  RBIC Capital Certificate                 |      |       |       |
+----------------------------------------------+------+-------+-------+
| N.  Model Forecast                           |      |       |       |
+----------------------------------------------+------+-------+-------+
| O.  Offering Memoranda and Other Documents   |      |       |       |
+----------------------------------------------+------+-------+-------+
| P.  Due Diligence Checklists, Reports, Term  |      |       |       |
|     Sheets, Deal Summaries, Models, etc.     |      |       |       |
+----------------------------------------------+------+-------+-------+
| Q.  Organizational Documents of RBIC         |      |       |       |
+----------------------------------------------+------+-------+-------+
| R.  Opinions of Counsel                      |      |       |       |
+----------------------------------------------+------+-------+-------+
| S.  Management Services and Other Agreements |      |       |       |
+----------------------------------------------+------+-------+-------+
| T.  Bank Letter                              |      |       |       |
+----------------------------------------------+------+-------+-------+
| U.  Legal Document Certification             |      |       |       |
+----------------------------------------------+------+-------+-------+
| V.  Discussion of Issues for Public RBICs    |      |       |       |
|     (if relevant)                            |      |       |       |
+----------------------------------------------+------+-------+-------+
| W.  Approval of Organizational & Management  |      |       |       |
|     Expenses                                 |      |       |       |
+----------------------------------------------+------+-------+-------+
| X.  Visual Representation of Proposed        |      |       |       |
|     Investment Area                          |      |       |       |
+----------------------------------------------+------+-------+-------+
| Y.  Operational Assistance (OA) Grant Budget |      |       |       |
|     and Certifications                       |      |       |       |
+----------------------------------------------+------+-------+-------+

**EXHIBIT B**

##### **PARTIES REQUIRED TO SUBMIT INFORMATION**

**INSTRUCTIONS**

1.  In the column labeled "Individual/Entity" of Table B1 please list
    > (adding rows as needed) the names of:

```{=html}
<!-- -->
```
(1) All officers and directors of a corporate RBIC, general partners of
    > an unincorporated RBIC, or managers of an LLC RBIC. Note that if
    > the general partner, in the case of an unincorporated RBIC, or the
    > manager in the case of an LLC RBIC, is an entity, then also list
    > all of the managers of that entity.

(2) All individuals or entities that exercise \"Control\" (see §4290.50)
    > or who are "Control Persons" (see §4290.50).

(3) All individuals or entities who own or control, directly or
    > indirectly, ownership interest of the RBIC equivalent to
    > thirty-three percent (33%) or more of the outstanding ownership
    > interests of the RBIC.

(4) All investment committee members.

(5) Any individual whose role is highly influential (SBA liaison,
    > officers and employees of your investment advisor/manager with
    > day-to-day management responsibility and/or signing authority for
    > you).

(6) The three ranking managers or officers of any entity described
    > in (2) or (3) above.

```{=html}
<!-- -->
```
2.  In the column labeled "Code," enter a category number from the
    > choices (1) through (6) in Instruction 1 on this Exhibit B.

3.  In the column labeled "Role in the RBIC," insert a few words
    > describing each party's role in the RBIC. Use one line only.

4.  In the column labeled "FPC," place an "X" for each individual
    > required to be fingerprinted. (See Guidelines for Fingerprint
    > Cards following Table B1.)

5.  At the time of initial application submission, each individual
    > listed in table B1 must submit an Exhibit C-1, Statement of
    > Personal History and each entity listed in table B1 must submit an
    > Exhibit C-2, Statement of Personal History. Each individual
    > requiring fingerprinting must submit two (2) fingerprint cards.

6.  Once you are satisfied that you have completed the requirements for
    > Table B1, please delete these instructions.

+------------------------------+---+--------------------------------+---+
| > **Table B1 Parties         |   |                                |   |
| > Required to Submit         |   |                                |   |
| > Information**              |   |                                |   |
+------------------------------+---+--------------------------------+---+
| Individual/Entity            | C | Role in the RBIC               | F |
|                              | o |                                | P |
|                              | d |                                | C |
|                              | e |                                |   |
+------------------------------+---+--------------------------------+---+
|                              |   |                                |   |
+------------------------------+---+--------------------------------+---+
|                              |   |                                |   |
+------------------------------+---+--------------------------------+---+
|                              |   |                                |   |
+------------------------------+---+--------------------------------+---+
|                              |   |                                |   |
+------------------------------+---+--------------------------------+---+
|                              |   |                                |   |
+------------------------------+---+--------------------------------+---+
|                              |   |                                |   |
+------------------------------+---+--------------------------------+---+
|                              |   |                                |   |
+------------------------------+---+--------------------------------+---+
|                              |   |                                |   |
+------------------------------+---+--------------------------------+---+

## 

## **GUIDELINES AND INSTRUCTIONS FOR FINGERPRINT CARDS**

***GENERAL RULE:*** Unless one of the exemptions below applies, each
individual listed in Table B1 must submit two (2) fingerprint cards.
Please be advised that SBA, in its sole discretion, may require a
Statement of Personal History and fingerprint cards from any person
associated with the RBIC applicant, even if that person is not listed in
Table B1.

***FINGERPRINT CARD FORM FD-258 MUST BE USED:*** These are available
from most law enforcement agencies, and are also available by mail from
the SBA through a program development analyst, operations analyst, or by
sending an email request to <sbic@sba.gov>.

***NUMBER OF CARDS:*** You must submit **[two (2) original, complete and
signed sets of fingerprint cards]{.underline}** from each individual who
is required to submit fingerprint cards.

***EXEMPTIONS:*** The entities listed below are exempt from the
requirement that their three ranking managers submit fingerprint cards.
However, if one of the three ranking managers has an arrest record, that
individual must submit fingerprint cards regardless of these exemptions.

1.  Companies registered under the Investment Company Act of 1940.

2.  Advisors registered under the Investment Advisors Act of 1940.

3.  Broker-Dealers registered under the Securities and Exchange Act of
    1934.

4.  Federal Home Loan Banks.

5.  National banks regulated by the Office of the Comptroller of the
    Currency, FDIC members, or federal savings associations regulated by
    the Office of Thrift Supervision.

6.  Any company subject to regulation under the Bank Holding Company Act
    or regulated as a Financial Holding Company under the
    Gramm-Leach-Bliley Act.

7.  U.S. subsidiaries of foreign banks that take deposits in the U.S.,
    provided the subsidiary has a net worth of at least \$10 million.

8.  Foreign banks that do NOT accept deposits in the U.S. and which have
    a net worth of \$50 million or greater, and have publicly available
    audited financial statements.

9.  Domestic insurance companies with a minimum of \$10 million of
    surplus.

10. Any corporation (domestic or foreign) whose stock (or ADRs) trades
    on the New York Stock Exchange.

11. Any company required to file periodic reports with the Securities
    and Exchange Commission under Section 15(d) or 12(g) of the
    Securities and Exchange Act of 1934 *and* whose net worth is \$20
    million or greater, *and* whose stock trades on the American Stock
    Exchange or the NASDAQ National Market.

12. State and local government agencies.

13. State and local government retirement plans.

14. Employee benefit plans covered by ERISA with assets of at least \$50
    million.

15. Entities tax-exempt under §501(c)(3) of the Internal Revenue Code
    with assets of \$10 million or greater, net of liabilities.

16. Foreign entities substantially equivalent to those exempted above,
    as determined by the SBA.

***Example of a Fingerprint Exemption:*** Assume the following
structure:

[CHART B1]{.underline}

-   The starting point in this analysis is the recognition that LP#1 is
    an entity investor which has a 33% ownership interest in the RBIC.
    Therefore, under the Item No. 1.(3) of the instructions on the first
    page of this exhibit, this entity is required to be listed in Table
    B1.

-   As an entity investor, LP#1 is required to list its three ranking
    managers or officers in Table B1 (see Item No. 1.(6)), and under the
    fingerprint guidelines, each ranking manager of LP#1 is required to
    submit fingerprint cards, unless an exemption applies.

-   Since, however, LP#1 is owned by a registered broker-dealer under
    the Securities and Exchange Act of 1934, the managers or officers of
    the registered broker-dealer are exempt from the fingerprint
    requirement, and because an exemption has been reached, the analysis
    for this investor can stop.

**NOTICES FOR RBIC APPLICANTS**

-   For limited partnership applicants, all principals and a majority of
    a voting investment committee must be U.S. citizens or permanent
    resident aliens who, in each case, permanently reside in the U.S.

-   For limited liability company applicants, all managing members and a
    majority of a voting investment committee must be U.S. citizens or
    permanent resident aliens who, in each case, permanently reside in
    the U.S.

-   For corporate applicants, all officers and a majority of the members
    of the board of directors must be U.S. citizens or permanent
    resident aliens who, in each case, permanently reside in the U.S.

**EXHIBIT C-1**

**STATEMENT OF PERSONAL HISTORY**

**(INDIVIDUALS)**

***INSTRUCTIONS***

Submit this Exhibit C with the initial application submission. For each
principal, submit this Exhibit C1 together with Exhibits D through H;
group such exhibits together by principal. Individuals must complete
Exhibit C-1; entities must complete Exhibit C-2. Follow the instructions
in Exhibit B regarding which individuals/entities must submit this
Exhibit C. The terms "you" and "I" as used in this Exhibit refer to the
individual/entity completing the Exhibit, not the RBIC.

  ---------- --------------- ------ --------------- -------- ---------------------
  C1. RBIC                                                   
  Name                                                       

  RBIC                                                       
  Address:                                                   
  Street,                                                    
  City,                                                      
  State, Zip                                                 
  Code                                                       

  Phone:                     Fax:                   Email:   
  ---------- --------------- ------ --------------- -------- ---------------------

+-----------------------+-----------+------+---+--------+-------------+
| C2a. First Name in    | Middle    |      |   | Last   |             |
| Full                  | Name(s)   |      |   | Name   |             |
|                       | in Full   |      |   |        |             |
|                       |           |      |   |        |             |
|                       | (If       |      |   |        |             |
|                       | "none,"   |      |   |        |             |
|                       | so state) |      |   |        |             |
+-----------------------+-----------+------+---+--------+-------------+
|                       |           |      |   |        |             |
+-----------------------+-----------+------+---+--------+-------------+
| C2b. List All Former  |           |      | F |        | To (Date)   |
| Name(s) and Any Other |           |      | r |        |             |
| Current Names Used    |           |      | o |        |             |
| (If "none," so state) |           |      | m |        |             |
|                       |           |      | ( |        |             |
|                       |           |      | D |        |             |
|                       |           |      | a |        |             |
|                       |           |      | t |        |             |
|                       |           |      | e |        |             |
|                       |           |      | ) |        |             |
+-----------------------+-----------+------+---+--------+-------------+
|                       |           |      |   |        |             |
+-----------------------+-----------+------+---+--------+-------------+
| C2c. List current and |           |      |   |        |             |
| any former or other   |           |      |   |        |             |
| social security       |           |      |   |        |             |
| numbers used and      |           |      |   |        |             |
| names associated with |           |      |   |        |             |
| these numbers. (If    |           |      |   |        |             |
| "None," so state.)    |           |      |   |        |             |
+-----------------------+-----------+------+---+--------+-------------+

  ------------------------- ------------- ----- ------------- ---- ---- -- ---- ----- ---
  C3a. Date of Birth (MM,                                                             
  DD, YY)                                                                             

  C3b. Place of Birth                                                                 
  (City, State, Country)                                                              

  C3c. Citizen of U.S.?                         Yes                             No    

  C3d. If a U.S. citizen    Native Born         Naturalized                     N/A   

  C3e If naturalized, date,                                                     N/A   
  city, state and the                                                                 
  naturalization or                                                                   
  citizenship certificate                                                             
  number                                                                              

  C3f. If you are not a                         Yes                No           N/A   
  citizen of the U.S., are                                                            
  you a permanent resident                                                            
  alien?                                                                              

  C3g. If "yes" to C3f,                                                         N/A   
  provide the date you                                                                
  entered the U.S., the                                                               
  location (city and state)                                                           
  and your alien                                                                      
  registration number                                                                 
  ------------------------- ------------- ----- ------------- ---- ---- -- ---- ----- ---

C4. Starting with your present address, list all residence addresses for
the last ten years.

  ------------------------------------------------------------------------
  From (Date)     To (Date)       Address
  --------------- --------------- ----------------------------------------
                                  

  ------------------------------------------------------------------------

Answer all of the following questions. If the answer to any of the
following questions is "yes," furnish complete details on a separate
sheet, attached to this exhibit. Include dates, location, fines, and
penalties (paid and unpaid), sentences, (whether misdemeanor or felony),
dates of parole/probation, name(s) under which charged, and any other
pertinent information.

  ----------------------------------------------------- ----- ---- ---- ---
  C5a. Are you presently under indictment or on parole  Yes        No   
  or probation?                                                         

  C5b. Have you ever been charged with or arrested for  Yes        No   
  any criminal offense other than a minor motor vehicle                 
  violation (including offenses that have been                          
  dismissed, discharged, expunged, or not prosecuted)?                  

  C5c. Have you ever been convicted, placed on pretrial Yes        No   
  diversion, or placed on any form of probation                         
  (including adjudication withheld pending probation)                   
  for any criminal offense other than a minor motor                     
  vehicle violation?                                                    
  ----------------------------------------------------- ----- ---- ---- ---

Answer the following question. If "yes," furnish complete details of any
such proceeding on a separate sheet (including the indictment or
complaint and the court, title of proceeding, date and docket number).

  ----------------------------------------------------- ----- ---- ---- ---
  C6. Have you ever been found civilly liable or        Yes        No   
  permanently or temporarily enjoined by a court or                     
  other regulatory body by reason of any act or                         
  practice involving fraud or breach of trust?                          

  ----------------------------------------------------- ----- ---- ---- ---

#### PRIOR TO SIGNING THIS DOCUMENT, PLEASE SEE THE "NOTICES REQUIRED BY LAW" ON PAGE 2 OF THIS FORM FOR EXPLANATIONS ABOUT DISCLOSURE OF INFORMATION AND USES OF SUCH INFORMATION.

#### *CERTIFICATION*

I certify that all of the information I have provided on this Exhibit
C-1 and any other information I have submitted in connection with this
Exhibit C-1 is true, correct and complete to the best of my knowledge. I
understand that knowingly making a false statement is a violation of
Federal law and could result in criminal prosecution or civil penalties
under 18 USC §§287, 371, 1001, and 1006, 7 USC §2009cc-14, 15 USC §645,
and 31 USC §3729, government-wide debarment or suspension under 13 CFR
Part 145, and denial, suspension, or revocation of designation as a
RBIC.

I have read the "Notices Required by Law" and I authorize the U.S. Small
Business Administration Office of Inspector General to request criminal
record information about me from criminal justice agencies for the
purpose of determining my eligibility for the RBIC Program.

Signature Title Date

**EXHIBIT C-2**

**STATEMENT OF PERSONAL HISTORY**

**(ENTITIES)**

  --------- --------------- -- ------ --------------- -------- ---------------------
  C1. RBIC                                                     
  Name                                                         

  RBIC                                                         
  Address                                                      
  Street,                                                      
  City,                                                        
  State,                                                       
  Zip Code                                                     

  Phone:                       Fax:                   Email:   
  --------- --------------- -- ------ --------------- -------- ---------------------

+--------+------------+---+---+------+-------------+-----+------------------+
| C2.    |            |   |   |      |             |     |                  |
| Legal  |            |   |   |      |             |     |                  |
| Name   |            |   |   |      |             |     |                  |
| of     |            |   |   |      |             |     |                  |
| Entity |            |   |   |      |             |     |                  |
+--------+------------+---+---+------+-------------+-----+------------------+
| C3.    |            |   |   |      |             |     |                  |
| List   |            |   |   |      |             |     |                  |
| all    |            |   |   |      |             |     |                  |
| former |            |   |   |      |             |     |                  |
| n      |            |   |   |      |             |     |                  |
| ame(s) |            |   |   |      |             |     |                  |
| and    |            |   |   |      |             |     |                  |
| addr   |            |   |   |      |             |     |                  |
| esses, |            |   |   |      |             |     |                  |
| EINs   |            |   |   |      |             |     |                  |
| and    |            |   |   |      |             |     |                  |
| any    |            |   |   |      |             |     |                  |
| other  |            |   |   |      |             |     |                  |
| trade  |            |   |   |      |             |     |                  |
| names  |            |   |   |      |             |     |                  |
| and    |            |   |   |      |             |     |                  |
| a      |            |   |   |      |             |     |                  |
| ddress |            |   |   |      |             |     |                  |
| used   |            |   |   |      |             |     |                  |
| (If    |            |   |   |      |             |     |                  |
| "      |            |   |   |      |             |     |                  |
| none," |            |   |   |      |             |     |                  |
| so     |            |   |   |      |             |     |                  |
| state) |            |   |   |      |             |     |                  |
+--------+------------+---+---+------+-------------+-----+------------------+
|        |            |   |   |      |             |     |                  |
+--------+------------+---+---+------+-------------+-----+------------------+
| C4.    |            |   |   |      |             |     |                  |
| Headqu |            |   |   |      |             |     |                  |
| arters |            |   |   |      |             |     |                  |
| A      |            |   |   |      |             |     |                  |
| ddress |            |   |   |      |             |     |                  |
|        |            |   |   |      |             |     |                  |
| > (    |            |   |   |      |             |     |                  |
| street |            |   |   |      |             |     |                  |
| > ad   |            |   |   |      |             |     |                  |
| dress, |            |   |   |      |             |     |                  |
| > not  |            |   |   |      |             |     |                  |
| > m    |            |   |   |      |             |     |                  |
| ailing |            |   |   |      |             |     |                  |
| > ad   |            |   |   |      |             |     |                  |
| dress) |            |   |   |      |             |     |                  |
+--------+------------+---+---+------+-------------+-----+------------------+
| C5.    |            |   |   |      |             |     |                  |
| C      |            |   |   |      |             |     |                  |
| ontact |            |   |   |      |             |     |                  |
| Name   |            |   |   |      |             |     |                  |
| /Title |            |   |   |      |             |     |                  |
+--------+------------+---+---+------+-------------+-----+------------------+
| C6.    |            |   |   | Fax: |             | Ema |                  |
| Phone: |            |   |   |      |             | il: |                  |
+--------+------------+---+---+------+-------------+-----+------------------+

  ---------------------------- ---------------- ----- ---------------------
  C7. Date of Organization                      EIN   

  C8. State/Foreign Country of                        
  Organization                                        
  ---------------------------- ---------------- ----- ---------------------

  ------------------------------------ ----------------------------------
  C9. List the three ranking           
  officers/managers with their         
  respective titles.                   

  Name                                 Title

                                       

                                       

                                       
  ------------------------------------ ----------------------------------

#### PRIOR TO SIGNING THIS DOCUMENT, PLEASE SEE THE "NOTICES REQUIRED BY LAW" ON PAGE 2 OF THIS FORM FOR EXPLANATIONS ABOUT DISCLOSURE OF INFORMATION AND USES OF SUCH INFORMATION.

#### *CERTIFICATION*

I certify that all of the information I have provided on this Exhibit
C-2 and any other information I have submitted in connection with this
Exhibit C-2 is true, correct and complete to the best of my knowledge. I
understand that knowingly making a false statement is a violation of
Federal law and could result in criminal prosecution or civil penalties
under 18 USC §§287, 371, 1001, and 1006, 7 USC 2009cc-14, 15 USC §645,
and 31 USC §3729, government-wide debarment or suspension under 13 CFR
Part 145, and denial, suspension, or revocation of designation as a
RBIC.

I have read the "Notices Required by Law" and I authorize the U.S. Small
Business Administration Office of Inspector General to request criminal
record information about me from criminal justice agencies for the
purpose of determining my eligibility for the Rural Business Investment
Program.

Signature Title Date

**EXHIBIT D**

**LEGAL PROCEEDINGS HISTORY**

  -------------------- ------------------------------ --------- ----------
  Individual Name                                     Date      

  -------------------- ------------------------------ --------- ----------

***INSTRUCTIONS***

1.  Submit this Exhibit D with the initial application submission. Each
    individual listed on Table B1 in Exhibit B with corresponding
    numerical code (1), (2) or (5) must submit this Exhibit D. The terms
    "I" and "you" as used in this Exhibit refer to the individual
    completing the Exhibit, not the RBIC.

2.  Answer all of the following questions. If the answer to any question
    is "yes," furnish complete details on a separate sheet, attached to
    this exhibit. Include all pertinent information, including, name(s)
    under which charged, dates, locations, titles of proceedings, docket
    numbers, fines and penalties (paid and unpaid), sentences, type of
    offense (misdemeanor or felony), dates of parole/probation, and
    relevant documents.

3.  In answering the following questions, a "substantial ownership
    interest" in an organization is considered to be an interest, direct
    or indirect, of 20% or more as reflected in either equity interests,
    voting interests, or profit interests. The term "senior management,"
    generally refers to meaningful participation in budget or investment
    decisions (e.g., membership on investment or budget committee).

D1. Has any organization either while you were a member of senior
management or when you had a substantial ownership interest, ever been
indicted for, charged with, or convicted of any criminal offense
involving fraud, breach of fiduciary duty or breach of trust?

  -------------- -------------- -------------- ------------- --------------
  Yes                                          No            

  -------------- -------------- -------------- ------------- --------------

D2. Has any organization, either while you were a member of senior
management or when you had a substantial ownership interest, ever been
found liable, convicted or permanently or temporarily enjoined by a
court, by reason of any act or practice involving fraud, breach of
fiduciary duty or breach of trust?

  -------------- -------------- -------------- ------------- --------------
  Yes                                          No            

  -------------- -------------- -------------- ------------- --------------

D3a. Are you now the subject of any investigation or disciplinary
hearing or proceeding by a governmental agency, regulatory body, or
professional association?

  -------------- -------------- -------------- ------------- --------------
  Yes                                          No            

  -------------- -------------- -------------- ------------- --------------

D3b. Have you ever been the subject of any investigation or disciplinary
hearing or proceeding by a governmental agency, regulatory body, or
professional association?

  -------------- -------------- -------------- ------------- --------------
  Yes                                          No            

  -------------- -------------- -------------- ------------- --------------

D4a. Has any organization, either while you were a member of senior
management or when you had a substantial ownership interest, ever been
the subject of any investigation or disciplinary proceeding by a
governmental agency, regulatory body, or professional association?

  -------------- -------------- -------------- ------------- --------------
  Yes                                          No            

  -------------- -------------- -------------- ------------- --------------

D4b. Is any organization of which you are currently a member of senior
management, or in which you have a substantial ownership interest, now
the subject of any investigation or disciplinary proceeding by a
governmental agency, regulatory body, or professional association?

  -------------- -------------- -------------- ------------- --------------
  Yes                                          No            

  -------------- -------------- -------------- ------------- --------------

D5. Have you ever entered into an agreement concerning, or otherwise
consented to any order or decree by a court, governmental agency or
regulatory body in connection with, any federal or state securities law?

  -------------- -------------- -------------- ------------- --------------
  Yes                                          No            

  -------------- -------------- -------------- ------------- --------------

D6. Has any organization, either while you were a member of senior
management or when you had a substantial ownership interest, ever
entered into an agreement concerning, or otherwise consented to any
order or decree by a court, governmental agency or regulatory body in
connection with, any federal or state securities law?

  -------------- -------------- -------------- ------------- --------------
  Yes                                          No            

  -------------- -------------- -------------- ------------- --------------

D7. During the past 10 years, have you been a named defendant in any
civil legal action involving commercial disputes or creditor\'s claims
(including but not limited to debt collection lawsuit, foreclosure,
receivership, and involuntary liquidation) of greater than \$500,000?

  -------------- -------------- -------------- ------------- --------------
  Yes                                          No            

  -------------- -------------- -------------- ------------- --------------

D8a. During the past 10 years, has any organization, either while you
were a member of senior management or when you had a substantial
ownership interest, been a named defendant in any civil legal action
involving commercial disputes or creditor\'s claims (including but not
limited to debt collection lawsuit, foreclosure, receivership, and
involuntary liquidation) of greater than \$500,000?

  -------------- -------------- -------------- ------------- --------------
  Yes                                          No            

  -------------- -------------- -------------- ------------- --------------

D8b. If "yes," did the subject matter involve your personal conduct or
fall within your area of responsibility?

  -------- -------- -------- -------- -------- -------- -------- --------
  Yes                        No                         N/A      

  -------- -------- -------- -------- -------- -------- -------- --------

D8c. If the answer to question D8a. is "yes," were you active in
settlement negotiations or arbitration?

  -------- -------- -------- -------- -------- -------- -------- --------
  Yes                        No                         N/A      

  -------- -------- -------- -------- -------- -------- -------- --------

D9a. Have you, as a result of your role as a member of senior management
or as the member of the board of directors of any entity, been a named
defendant in any civil legal action involving (i) shareholder
litigation, (ii) fraud or misrepresentation, or (iii) breach of
fiduciary duty?

  -------------- -------------- -------------- ------------- --------------
  Yes                                          No            

  -------------- -------------- -------------- ------------- --------------

D9b. If "yes," did the subject matter involve your personal conduct or
fall within your area of responsibility?

  -------- -------- -------- -------- -------- -------- -------- --------
  Yes                        No                         N/A      

  -------- -------- -------- -------- -------- -------- -------- --------

D9c. If the answer to question D9a. is "yes," were you active in
settlement negotiations or arbitration?

  -------- -------- -------- -------- -------- -------- -------- --------
  Yes                        No                         N/A      

  -------- -------- -------- -------- -------- -------- -------- --------

D10. Have you, in your individual capacity, ever been a named defendant
in any civil legal action involving (i) shareholder litigation, (ii)
fraud or misrepresentation, or (iii) breach of fiduciary duty?

D11. During the past 10 years, have you filed voluntarily, or had filed
against you involuntarily, a bankruptcy petition?

  -------------- -------------- -------------- ------------- --------------
  Yes                                          No            

  -------------- -------------- -------------- ------------- --------------

D12. During the past 10 years, has any organization, either while you
were a member of senior management or when you had a substantial
ownership interest, filed voluntarily, or had filed against such
organization involuntarily, a bankruptcy petition?

  -------------- -------------- -------------- ------------- --------------
  Yes                                          No            

  -------------- -------------- -------------- ------------- --------------

D13. Have you ever failed to pay when due any debt or obligation,
including any amounts in dispute, to the Federal government or any state
government, or guaranteed by the Federal government or any state
government (including but not limited to taxes, business loans, student
loans, etc.)?

  -------------- -------------- -------------- ------------- --------------
  Yes                                          No            

  -------------- -------------- -------------- ------------- --------------

D14. Has any organization, either while you were a member of senior
management or when you had a substantial ownership interest, ever failed
to pay when due any debt or obligation, including any amounts in
dispute, to the Federal government or any state government, or
guaranteed by the Federal government or any state government (including
but not limited to taxes, business loans, etc.)?

  -------------- -------------- -------------- ------------- --------------
  Yes                                          No            

  -------------- -------------- -------------- ------------- --------------

#### PRIOR TO SIGNING THIS DOCUMENT, PLEASE SEE THE "NOTICES REQUIRED BY LAW" ON PAGE 2 OF THIS FORM FOR EXPLANATIONS ABOUT DISCLOSURE OF INFORMATION AND USES OF SUCH INFORMATION.

#### 

#### *CERTIFICATION*

I certify that all of the information I have provided on this Exhibit D
and any other information I submitted in connection with this Exhibit D
is true, correct and complete to the best of my knowledge. I understand
that knowingly making a false statement is a violation of Federal law
and could result in criminal prosecution or civil penalties under 18 USC
§§287, 371, 1001, and 1006, 7 USC §§2009cc-14, 15 USC §645, and 31 USC
§3729, and denial, suspension, or revocation of licensure as a RBIC.

I have read the "Notices Required by Law" and I authorize the U.S. Small
Business Administration Office of Inspector General to request criminal
record information about me from criminal justice agencies for the
purpose of determining my eligibility for the RBIC program.

Signature Title Date

##### **EXHIBIT E**

## **BUSINESS EXPERIENCE & EDUCATION**

## 

1.  Submit this Exhibit E with the initial application submission. Each
    individual listed on Table B1 in Exhibit B with corresponding
    numerical code (1) or (5) must submit this Exhibit. The terms "I,"
    "my," "myself," "you," and "your" as used in this Exhibit E refer to
    the individual completing the Exhibit, not the RBIC.

#### PRIOR TO SUBMITTING THIS DOCUMENT, PLEASE SEE THE "NOTICES REQUIRED BY LAW" ON PAGE 2 OF THIS FORM FOR EXPLANATIONS ABOUT DISCLOSURE OF INFORMATION AND USES OF SUCH INFORMATION.

## ***INSTRUCTIONS***

1\. Submit this Exhibit E with the initial application submission. Each
individual listed on Table B1 in Exhibit B with corresponding numerical
code (1) or (5) must submit this Exhibit. The terms "you" and "your" as
used in this Exhibit E refer to the individual completing the Exhibit,
not the RBIC.

2\. Resume.

For each individual, provide a resume (not a narrative) of relevant
experience and education, with dates and addresses shown. (The resume
belongs in this exhibit and in no other place.) A length of two pages is
preferable, but do not exceed three pages in type no smaller than 11 pt.
Arial or Times Roman.

-   Relate your business and professional experience during the past 20
    years, as well as any prior experience that relates to your
    qualifications to manage a RBIC. Give the title of each position,
    and describe the basic functions and responsibilities.

-   Regarding education, list your degrees, major areas of study, and
    names and addresses of the institutions attended.

-   If desired, you may also include any other information that you
    consider relevant to demonstrate qualifications for managing a RBIC.

3\. References.

For each individual, provide five prior or current
professional/character references in category (A) and (F), and between
two and five each for categories (B) through (E). Be sure to identify in
which category a reference is being provided, and *do not provide more
than one name from any single firm*. Do not provide a reference from
someone who is a principal, employee or member of any committee of the
applicant. Do not provide a reference in category (F) from any current
SBA or USDA employees. Please use Table E1 below to display information
concerning references.

> \(A\) Supervisors or partners
>
> \(B\) Associates (peers)
>
> \(C\) Portfolio company presidents or chairmen
>
> \(D\) Portfolio company co-investors
>
> \(E\) Fund investors (if relevant to prior experience)
>
> \(F\) General character references
>
> For each reference, give the following information:

-   Name, plus title and company or organization, if relevant.

-   State the dates (years) of the active relationship.

-   Very briefly state the context of the relationship.

-   Provide the address, plus the phone numbers, and indicate (W)
    work, (H) home, or (C) cellular.

    4\. Prior Common Experience.

> In Tables E2, E3, and E4 below, please list previous common
> experiences among the individuals listed on Table B1 in Exhibit B. Add
> lines and expand boxes as needed.

## 

  -------------------- --------------------------------- ------ ----------
  Individual Name                                        Date   

  -------------------- --------------------------------- ------ ----------

+----------------------+-------------------------------+--------------+
| E1 References        |                               |              |
+----------------------+-------------------------------+--------------+
| Reference's Name and | Time Periods and Description  | Category     |
| Contact Information  | of Relationship               |              |
|                      |                               | of Reference |
|                      |                               |              |
|                      |                               | \(A\) - (F)  |
+----------------------+-------------------------------+--------------+
|                      |                               |              |
+----------------------+-------------------------------+--------------+
|                      |                               |              |
+----------------------+-------------------------------+--------------+

  ----------------------- ----------------------- -----------------------
  E2 Common Experience in                         
  a Private Equity Fund                           

  Fund Name               Individuals             Overlapping Dates

                                                  

                                                  

                                                  

                                                  

                                                  

                                                  
  ----------------------- ----------------------- -----------------------

+----------------------+----------------------+----------------------+
| E3 Common Experience |                      |                      |
| in Other Types of    |                      |                      |
| Companies            |                      |                      |
+----------------------+----------------------+----------------------+
| Company Name         | Individuals          | Overlapping Dates    |
|                      |                      |                      |
| &                    |                      |                      |
|                      |                      |                      |
| Activity of Entity   |                      |                      |
+----------------------+----------------------+----------------------+
|                      |                      |                      |
+----------------------+----------------------+----------------------+
|                      |                      |                      |
+----------------------+----------------------+----------------------+
|                      |                      |                      |
+----------------------+----------------------+----------------------+
|                      |                      |                      |
+----------------------+----------------------+----------------------+
|                      |                      |                      |
+----------------------+----------------------+----------------------+
|                      |                      |                      |
+----------------------+----------------------+----------------------+

  ----------------------- ----------------------- -----------------------
  E4 Other Common                                 
  Experience                                      

  Nature of Interaction   Individuals             Overlapping Dates

                                                  

                                                  

                                                  
  ----------------------- ----------------------- -----------------------

##### **EXHIBIT F** {#exhibit-f .unnumbered}

## **INVESTMENT AND OTHER RELEVANT EXPERIENCE**  {#investment-and-other-relevant-experience .unnumbered}

  -------------------- --------------------------------- ------ ----------
  Individual Name                                        Date   

  -------------------- --------------------------------- ------ ----------

#### PRIOR TO SUBMITTING THIS DOCUMENT, PLEASE SEE THE "NOTICES REQUIRED BY LAW" ON PAGE 2 OF THIS FORM FOR EXPLANATIONS ABOUT DISCLOSURE OF INFORMATION AND USES OF SUCH INFORMATION.

##  {#section-8 .unnumbered}

## GENERAL INSTRUCTIONS {#general-instructions .unnumbered}

1\. Submit this Exhibit F with the initial application submission. Each
individual listed on Table B1 in Exhibit B with corresponding numerical
code (1) or (5) must submit this exhibit. The terms "I," "my," "myself,"
"you," or "your" as used in this Exhibit F refer to the individual
completing the Exhibit, not the RBIC.

2.  This Exhibit F is divided into four sections to be completed as
    follows:

-   Section F-1, "Relevant Investment Experience" in Excel format.

-   Section F-2, "Relevant Venture Capital Finance and Community
    Development Finance Experience": Individuals with lending experience
    must complete Section F-2.

-   Section F-3, "Relevant Grant Management Experience": Individuals
    with grants management experience must complete Section F-3.

-   Section F-4, "Relevant Venture Capital Finance and Community
    Development Finance Experience."

3.  In completing this Exhibit F, you can duplicate pages and tables as
    needed. You can change table column widths as desired, and you can
    add or delete rows as appropriate. Insofar as possible, do not allow
    tables to break across pages.

4.  When entering data into tables, place brackets "\< \>" around all
    negative numbers and/or losses. For all data requested in dollar
    amounts, do not use "000" or "000,000," but rather use "K" for
    thousands and "M" for millions. Use ditto marks for duplicate alpha
    information such as "company" or "industry."

5.  When responding to the questions in this Exhibit F, do not present
    any experience gained more than 10 years ago. In Sections F2 and F3,
    do not present more than five years total of experience, and present
    only that which is most recent.

6.  Do not discuss any information or financial results (e.g., returns
    on investment, distributions to investors, loan data) that cannot be
    verified by SBA via due diligence.

7.  For all questions requesting a narrative response, limit your
    answers to 10 lines or less, unless otherwise specifically
    instructed.

##### **Section F-1 Relevant Investment Experience** {#section-f-1-relevant-investment-experience .unnumbered}

Exhibit F-1, including instructions and a comprehensive example, is
available in a separate Excel file. To download this file, please go to
[www.sba.gov/](http://www.sba.gov/)INV and click on "For RBIC
Applicants".

##### **Section F-2 Relevant Venture Capital Finance and Community Development Finance Experience** {#section-f-2-relevant-venture-capital-finance-and-community-development-finance-experience .unnumbered}

F2.1 In a narrative form, indicate which of the investments listed in
Section F-1, "Relevant Investment Experience," you believe qualify as
Relevant Venture Capital Finance or Community Development Finance (see
§4290.50). Explain why you believe each of those investments qualify as
such.

F2.2 Discuss how you will use the experience resulting from these
Relevant Venture Capital Finance and Community Development Finance
investments to enhance the RBIC's management team capabilities and to
assist the RBIC in fulfilling its business plan.

+------------+---------------+---------+------------+-----------------+
| F2.3       |               |         |            |                 |
| Lending    |               |         |            |                 |
| Experience |               |         |            |                 |
+------------+---------------+---------+------------+-----------------+
| Name of    |               |         |            |                 |
| Lending    |               |         |            |                 |
| I          |               |         |            |                 |
| nstitution |               |         |            |                 |
+------------+---------------+---------+------------+-----------------+
| Address    |               |         |            |                 |
+------------+---------------+---------+------------+-----------------+
| Contact    |               |         | Phone      |                 |
| Name       |               |         |            |                 |
+------------+---------------+---------+------------+-----------------+
| > Type of  |               |         |            |                 |
| > Lending  |               |         |            |                 |
| > I        |               |         |            |                 |
| nstitution |               |         |            |                 |
|            |               |         |            |                 |
| (e.g.,     |               |         |            |                 |
| Bank,      |               |         |            |                 |
| Thrift,    |               |         |            |                 |
| Credit     |               |         |            |                 |
| Union,     |               |         |            |                 |
| Community  |               |         |            |                 |
| D          |               |         |            |                 |
| evelopment |               |         |            |                 |
| Co         |               |         |            |                 |
| rporation, |               |         |            |                 |
| Certified  |               |         |            |                 |
| D          |               |         |            |                 |
| evelopment |               |         |            |                 |
| Co         |               |         |            |                 |
| rporation, |               |         |            |                 |
| (CDFI)     |               |         |            |                 |
+------------+---------------+---------+------------+-----------------+
| In         |               |         |            |                 |
| dividual's |               |         |            |                 |
| Title      |               |         |            |                 |
| and/or     |               |         |            |                 |
| Role       |               |         |            |                 |
+------------+---------------+---------+------------+-----------------+

Using the most recent annual audited statement for the lending
institution, indicate the lending institution's capital (e.g., net
assets for non-profits; net capital for credit unions; or total equity
for banks, thrifts and other for-profits).

  ------------------------------------------ ----------------------------
  Capital of Lending Institution             \$

  ------------------------------------------ ----------------------------

Using the following table, describe the market of the lending
institution.

  ---------------- --------- --------- ---------- --------- --------- ---------
  List all states                                                     
  served by the                                                       
  lending                                                             
  institution:                                                        

  Target Market    Rural               Suburban             Urban     

  Primary Market   Rural               Suburban             Urban     

  Percentage of                                             \%        
  lending targeted                                                    
  to RURAL Areas                                                      
  ---------------- --------- --------- ---------- --------- --------- ---------

F2.4 List and briefly describe loans you made or worked on while
employed at the lending institutions described in Question F2.3 or
otherwise that you believe qualify as Community Development Finance (see
§4290.50). Explain why you believe each loan qualifies as such.

F2.5 Discuss how you will use the lending experience resulting from
these Community Development Finance loans to enhance the RBIC's
management team capabilities and to assist the RBIC in fulfilling its
mission and business plan.

F2.6 Rural Area lending experience.

> Briefly describe any experience you have in commercial lending to
> enterprises located in Rural Areas and how you will use this lending
> experience to assist the RBIC in fulfilling its business plan.

F2.7 Experience with workouts, turnarounds, bankruptcies, and
liquidations.

> If you have experience lending to enterprises located in Rural Areas,
> describe any experience you have as a decision-maker with direct
> responsibility for the outcome (i.e., not as a consultant) with loans
> that involved workouts, turnarounds, bankruptcies, or liquidations.
> State the approximate number and average size of the loans, and
> describe the outcome of the workouts, turnarounds, bankruptcies,
> and/or liquidations.

F2.8 Non-monetary contributions to enterprises located in Rural Areas.

> If you have experience in investing or lending to enterprises located
> in Rural Areas, describe the major non-monetary contributions that you
> have made to such enterprises. Cite specific examples to illustrate
> your discussion.

##### **Section F-3** {#section-f-3 .unnumbered}

## **Relevant Grant Management Experience** {#relevant-grant-management-experience .unnumbered}

  -------------- -------------- -- -- -------------- -------------- --------------
  F3.1 Summary                                                      
  Information                                                       

  Name of Entity                                                    

  Address                                                           

  Contact Name                                       Phone          

  Purpose of                                                        
  Entity                                                            

  Targeted                                                          
  Market                                                            

  States Served                                                     
  by the Entity                                                     

  Nature of                                                         
  services or                                                       
  training                                                          
  provided                                                          
  -------------- -------------- -- -- -------------- -------------- --------------

  ------------- --------------- --------------- --------------- ---------------
  Using annual                                                  
  financial                                                     
  statements                                                    
  for the                                                       
  entity                                                        
  indicate past                                                 
  performance                                                   
  for each year                                                 
  that                                                          
  corresponds                                                   
  with your                                                     
  experience.                                                   

  Year          Number of       Grant Funds     Employees       Total Expenses
                Clients                                         

                                \$                              \$

                                \$                              \$

                                \$                              \$

                                \$                              \$

                                \$                              \$
  ------------- --------------- --------------- --------------- ---------------

F3.2 Briefly describe your role in the grant recipient entity. Quantify
where possible your responsibility and authority (e.g., the number of
clients receiving grant funds, total grant amount, number of employees
supervised).

F3.3 Describe how you believe your grants management experience is
relevant to your role in and the mission of the RBIC.

F3.4 If you have experience in providing grant-funded assistance to
smaller enterprises, describe the major non-monetary contributions that
you have made to such smaller enterprises. Cite specific examples to
illustrate your discussion.

**EXHIBIT G**

**INFORMATION REGARDING\
OTHER ACTIVITIES AND RELATIONSHIPS**

  --------------------- -------------------------------- ------ ----------
  Individual Name                                        Date   

  --------------------- -------------------------------- ------ ----------

**INSTRUCTIONS**

Submit this Exhibit G with the initial application submission. Each
individual listed on Table B1 in Exhibit B with corresponding numerical
code (1) must submit this Exhibit. The terms "you" and "your" as used in
this Exhibit refer to the individual completing the Exhibit, not the
RBIC.

G1. List all business endeavors or investments in which you are actively
involved. In a few words, describe each entity, and estimate the
percentage of work time that it now occupies and the percentage it will
take once the RBIC is licensed.

G2. List all for-profit and non-profit boards, committees and councils
on which you sit, and estimate the percentage of time that each now
occupy and the percentage they will take once the RBIC is licensed.

G3. If you own, or will own, 10% or more of the RBIC's Private Capital
(see §4290.230), were the funds used, or to be used, in purchasing said
Private Capital, borrowed?

  ----------- -------------- -------------- -------------- ---------------
  Yes                                       No             

  ----------- -------------- -------------- -------------- ---------------

If "yes," give full details, including your net worth, amount borrowed
or to be borrowed, source of funds borrowed or to be borrowed, terms of
repayment, security and/or guarantors.

G4. (In answering this question, if "yes" to any item, directly below
the relevant check box, provide the name of the SBIC, NMVCC or applicant
for the SBIC or NMVC program, your positions, and the dates of
affiliation.)

Are you, or have you been:

> G4.1 an investor of 10% or more in a SBIC, NMVCC or applicant for the
> SBIC or NMVC program?

  ----------- -------------- -------------- -------------- ---------------
  Yes                                       No             

  ----------- -------------- -------------- -------------- ---------------

> G4.2 an officer, director, member, manager or principal of an SBIC or
> NMVCC, a general partner of an SBIC or NMVCC or the investment
> advisor/manager of an SBIC, NMVCC or applicant for the SBIC or NMVC
> program?

  ----------- -------------- -------------- -------------- ---------------
  Yes                                       No             

  ----------- -------------- -------------- -------------- ---------------

> G4.3 an employee, owner, or principal (1) of an SBIC, NMVCC or
> applicant for the SBIC or NMVC program, or (2) of any management
> company or investment advisor associated with any such company or
> applicant?

  ----------- -------------- -------------- -------------- ---------------
  Yes                                       No             

  ----------- -------------- -------------- -------------- ---------------

> G4.4 a member of any investment committee or advisory committee of a
> SBIC, NMVCC or applicant for the SBIC or NMVC program?

  ----------- -------------- -------------- -------------- ---------------
  Yes                                       No             

  ----------- -------------- -------------- -------------- ---------------

G5. Are you a Close Relative (see §4290.50) of any person Affiliated (13
CFR 121.103) with the Applicant or of any SBIC, NMVCC or applicant for
the SBIC or NMVC program.

  ----------- -------------- -------------- -------------- ---------------
  Yes                                       No             

  ----------- -------------- -------------- -------------- ---------------

If "yes," provide the name of the SBIC and the relationship.

G6. To the best of your knowledge and belief, during the past 10 years,
has any organization, either while you were a member of senior
management or when you had a substantial direct or indirect ownership
interest (20% or greater), borrowed funds from or sold securities to any
SBIC, NMVCC or applicant for the SBIC or NMVC program?

  ----------- -------------- -------------- -------------- ---------------
  Yes                                       No             

  ----------- -------------- -------------- -------------- ---------------

If "yes," describe below, giving all pertinent details, including the
names of all parties to the transaction, dates, amounts involved, terms,
use of proceeds, etc., and the outcomes of the financings.

G7. To the best of your knowledge and belief, during the past 10 years,
has any organization, either while you were a member of senior
management or when you had a substantial direct or indirect ownership
interest (20% or greater), received a loan from or guaranteed by the SBA
or USDA.

  ----------- -------------- -------------- -------------- ---------------
  Yes                                       No             

  ----------- -------------- -------------- -------------- ---------------

If yes, give full details, as requested in G6 above.

G8. To the best of your knowledge and belief, during the past 10 years,
have you individually, or has any organization, either while you were a
member of senior management or when you had a substantial direct or
indirect ownership interest (20% or greater), had any contracts with SBA
or USDA, other than loans?

  ----------- -------------- -------------- -------------- ---------------
  Yes                                       No             

  ----------- -------------- -------------- -------------- ---------------

If "yes," give full details.

G9. Are you related to any SBA or USDA employee or any member of any SBA
or USDA advisory council by blood, marriage, or adoption?

  ----------- -------------- -------------- -------------- ---------------
  Yes                                       No             

  ----------- -------------- -------------- -------------- ---------------

If "yes," state the name of the employee, the nature of the
relationship, and contact information.

G10. To the best of your knowledge and belief, does any SBA or USDA
employee or member of any SBA or USDA advisory council have or have had
in the past, direct or indirect, financial interest in, or affiliation
with, any concern of which you are a director, manager, member, officer,
or in which you are an investor of 10% or more?

  ----------- -------------- -------------- -------------- ---------------
  Yes                                       No             

  ----------- -------------- -------------- -------------- ---------------

If "yes," state the name of the employee, the nature of the
relationship, and contact information.

**EXHIBIT H**

##### **AUTHORIZATION TO RELEASE INFORMATION**

  -------------------- -------------------------------- ------ -----------
  Individual Name                                       Date   

  -------------------- -------------------------------- ------ -----------

**INSTRUCTIONS**

Submit this Exhibit H with the initial application submission. Each
individual listed on table B1 in Exhibit B with corresponding numerical
code (1) must submit this Exhibit.

**DECLARATION**

In connection with an application for designation as a RBIC, or
operation of a RBIC, I hereby authorize the U.S. Small Business
Administration and its agents to make inquiries, including obtaining a
consumer report from a consumer reporting agency, to determine my
personal credit standing.

A photographic copy of this authorization (being a photographic copy of
the original signature of the undersigned) is equivalent to the original
and may be considered a duplicate original.

#### PRIOR TO SIGNING THIS DOCUMENT, PLEASE SEE THE "NOTICES REQUIRED BY LAW" ON PAGE 2 OF THIS FORM FOR EXPLANATIONS ABOUT DISCLOSURE OF INFORMATION AND USES OF SUCH INFORMATION.

  ---------------- ------------------------------- ------ ----------------
  Printed                                                 
  Name/Title                                              

  Signature                                        Date   
  ---------------- ------------------------------- ------ ----------------

##### **EXHIBIT I**

## **DECLARATION OF SIGNIFICANT INVESTORS**

  --------------------- ------------------------------- ------ -----------
  Individual/Entity                                     Date   
  Name                                                         

  --------------------- ------------------------------- ------ -----------

***INSTRUCTIONS***

Submit this Exhibit I with the initial application submission. Each
individual or entity that subscribes for 50% or more of the ownership
interests of the RBIC and that is not required to sign the Declaration
found on page 2 of SBA Form 2241, RBIC Application, Part I, Management
Assessment Questionnaire, must submit this Exhibit.

**DECLARATION**

1\. The undersigned certifies that all information submitted by it or on
its behalf in connection with SBA Form 2241 and Form 2242 is true and
correct to the best of its knowledge and belief. The undersigned also
certifies that it is submitting this information for the purpose of
obtaining an ownership interest in, or a license to operate as, a Rural
Business Investment Company. The undersigned understands that all
statements made by it or on its behalf in connection with the SBA Form
2241 and Form 2242 are considered material by SBA in evaluating the
Applicant's application for a license to operate as a Rural Business
Investment Company.

2\. The undersigned understands that knowingly making a false statement
in connection with this application is a violation of Federal law and is
subject to criminal prosecution and civil penalties under 18 USC §§287,
371, 1001, and 1006, 7 USC §§2009cc-14, 15 USC §645, and 31 USC §3729.

3\. The undersigned has not obtained, directly or indirectly, any of the
funds it is investing in the RBIC from any SBIC, NMVCC or any business
financed by an SBIC or NMVCC, and will not use any proceeds of a
financing by any SBIC or NMVCC to repay any obligation that it has
incurred, directly or indirectly, in connection with the purchase of its
ownership in the RBIC.

4\. The undersigned will not participate in or consent to any action by
the RBIC that to the best of its knowledge and belief constitutes a
violation of the Consolidated Farm and Rural Development Act of 2002, as
amended, or that constitutes a violation of applicable USDA and SBA
regulations.

  --------------------- ---------------------------- -------- ------------
  Printed Name of                                             
  Investor                                                    

  Signature                                          Date     

  Title                                                       
  --------------------- ---------------------------- -------- ------------

**EXHIBIT J**

## **TRANSFEROR'S LIABILITY CONTRACT**

  -------------------- --------------------------------- ------ ----------
  Individual/Entity                                      Date   
  Name                                                          

  -------------------- --------------------------------- ------ ----------

PRIOR TO SIGNING THIS CONTRACT, BE CERTAIN THAT YOU FULLY UNDERSTAND THE
LIABILITY THAT YOU ARE ASSUMING IN THE EVENT THAT YOU PARTICIPATE IN AN
"IMPERMISSABLE" TRANSFER OF OWNERSHIP OR CONTROL OF THE RBIC.

***INSTRUCTIONS***

Submit this Exhibit J with the initial application submission for:

(i) each individual, in his/her individual capacity, listed in table B1
    in Exhibit B with the corresponding numerical code (1),

(ii) each individual, in his/her individual capacity, who will own or
     control, directly or indirectly, 50% or more of the Private Capital
     (see §4290.230) of the RBIC, and

(iii) each entity that will own or control, directly or indirectly, 50%
      or more of the Private Capital of the RBIC.

(iv) each individual, in his/her individual capacity, who will own or
     control, directly or indirectly, 10% or more of the Private Capital
     of the RBIC *and* will participate in investment decisions of the
     RBIC (e.g., participation on the RBIC's Investment Committee), and

(v) each entity that will own or control, directly or indirectly, 10% or
    more of the Private Capital of the RBIC *and* will have a nominee
    who participates in investment decisions of the RBIC.

***DEFINITIONS***

As used in this Contract, the terms listed below have the following
meanings:

"Act" means the Consolidated Farm and Rural Development Act of 2002, as
amended.

"Contract" means this Transferor's Liability Contract.

"Guarantor" means the individual or entity signing this Contract and
identified above.

"Impermissible Change of Control" means (i) the assignment, pledge,
grant or other transfer of any portion or all of any of the Guarantor's
right, title or interest in RBIC, including, without limitation, rights
to receive assets, income, distributions or other amounts from RBIC and
rights to vote, consent or otherwise participate in decisions concerning
RBIC, (ii) the ability to control RBIC, including, without limitation,
rights to vote, consent or otherwise participate in decisions concerning
RBIC or (iii) the admission or substitution of a new principal in RBIC
or new investor in RBIC's general partner or managing member, in each
case, without the prior written consent of SBA when such consent is
required by SBA.

"Leverage" means financial assistance provided to RBIC as defined in 7
CFR §4290.50.

"RBIC" means the Rural Business Investment Company licensed by USDA and
SBA pursuant to 7 CFR 4290.390 (or applicant for such license), named
above.

"Obligations" means all amounts that are or may become due and payable
from a RBIC in connection with any and all Leverage, and all expenses,
including, without limitation, court costs and reasonable attorney's
fees, incurred by SBA in enforcing its rights under this Contract.

"Participates In" means any action that permits, approves, facilitates
or otherwise brings about an Impermissible Change of Control, including,
without limitation, any vote, at a meeting or by proxy, or written
consent in favor of an Impermissible Change of Control, unless the
effectiveness of the participation is conditioned on the written consent
of SBA.

"Permitted Transfer" means, with respect to any limited partner who is
not a principal, a transfer to (i) a spouse, child, grandchild or heir
of Guarantor, (ii) a trust for the benefit of one or more family members
of Guarantor, (iii) an entity, all of whose owners or beneficiaries are
family members of Guarantor, (iv) an IRA, Keogh account, trust or profit
sharing plan of or for the benefit of Guarantor, (v) a wholly-owned
subsidiary of Guarantor, or (vi) any transfer of all or a portion of the
economic interest (the right to receive allocations and distributions)
of Guarantor provided that Guarantor retains all capital contribution
obligations and voting rights with respect to the transferred economic
interest.

"Private Capital" means Private Capital as defined in 7 CFR §230.

"SBA" means the U.S. Small Business Administration. SBA is implementing
the Act pursuant to a delegation of authority from USDA to SBA under 7
CFR 4290.45.

"USDA" means the U.S. Department of Agriculture.

#### *CONTRACT*

In order to induce the SBA to provide Leverage under Section 384E of the
Act (7 USC 2009cc-4) of the Act, Guarantor hereby irrevocably and
unconditionally guarantees the immediate payment of all Obligations, if
the Guarantor Participates In an Impermissible Change of Control; it
being understood that SBA is not required to pursue or exhaust any other
remedies before proceeding under this Contract. Guarantor waives any
right to require SBA to proceed against RBIC or any of its assets, or to
proceed against or exhaust any collateral security that may have been
given to SBA in connection a RBIC's obligations to SBA or to pursue any
other remedy in SBA's power whatsoever. Guarantor also waives any and
all presentments, demands, protests or notices otherwise required to be
given to Guarantor.

If Guarantor Participates In an Impermissible Change of Control, SBA
may, at its option and without notice to Guarantor, proceed directly
against Guarantor to collect and recover the full amount of the
Obligations; however, if SBA provides Leverage to a RBIC after full
written disclosure by a RBIC or Guarantor of the Change of Control to an
official of SBA with authority to approve additional Leverage, then
Guarantor shall not have any liability for the future Obligations
associated with such Leverage. The commission of a Permitted Transfer
without SBA's consent will not subject the Guarantor to liability under
this Contract.

Furthermore, if SBA provides Leverage to the RBIC after written
notification to an authorized SBA official that the Guarantor no longer
meets any of the criteria in (i) through (v) above of the Instructions
to this Contract, Guarantor shall have no liability with respect to such
subsequent Leverage.

This Contract shall terminate upon the earlier to occur of (i) repayment
in full of all Leverage drawn by a RBIC and all expenses incurred by SBA
in enforcing its rights under this Contract or (ii) the written consent
of SBA by an authorized official.

Guarantor acknowledges and agrees that, without notice and without
affecting the liability of Guarantor hereunder, from time to time,
whether before or after an Impermissible Change of Control has occurred,
SBA may renew, extend, grant indulgences or otherwise change the time
for payment or performance or otherwise change any other term or
condition of a RBIC's obligations to SBA or otherwise deal with a RBIC
as SBA may elect, all without in any way diminishing, releasing or
discharging the liability of Guarantor hereunder. Upon payment of its
liability under this Contract, Guarantor shall be subrogated to the
rights of SBA to receive payments and distributions of assets from a
RBIC in connection with any and all Leverage provided by SBA to RBIC.

If any term or provision of this Contract is illegal, invalid or
unenforceable, such illegality, invalidity or unenforceability shall not
in any way affect or impair the remaining terms and provisions of this
Contract.

This Transferor's Liability Contract is binding upon Guarantor, its
successors and assigns/heirs, executors, administrators and personal
representatives, and may not be waived, amended, modified or, except
upon repayment in full of all Leverage as provided above, terminated or
discharged except in a writing signed by Guarantor and an authorized
official of SBA; provided, that, Guarantor agrees and consents to any
assignment of this Contract by SBA, in which event it shall inure to the
benefit of any such assignee with the same force and effect as though
said assignee was specifically named herein, and Guarantor hereby waives
any notice of any such assignment. This Contract shall be governed by
and construed in accordance with applicable Federal laws and the laws of
the State of organization of the RBIC.

**IN WITNESS WHEREOF** the undersigned party (or parties) has (have)
affixed his/her (their) signature(s) hereto.

  ------------ ------------------------ ------------ ------ --------- ----------
  Guarantor                             Percentage                    
                                        of Private                    
                                        Capital                       

  Printed Name                          Title                         

  Signature                                          Date             
  ------------ ------------------------ ------------ ------ --------- ----------

  ------------ ------------------------ ------------ ------ --------- ----------
  Guarantor                             Percentage                    
                                        of Private                    
                                        Capital                       

  Printed Name                          Title                         

  Signature                                          Date             
  ------------ ------------------------ ------------ ------ --------- ----------

  ------------ ------------------------ ------------ ------ --------- ----------
  Guarantor                             Percentage                    
                                        of Private                    
                                        Capital                       

  Printed Name                          Title                         

  Signature                                          Date             
  ------------ ------------------------ ------------ ------ --------- ----------

  ------------ ------------------------ ------------ ------ --------- ----------
  Guarantor                             Percentage                    
                                        of Private                    
                                        Capital                       

  Printed Name                          Title                         

  Signature                                          Date             
  ------------ ------------------------ ------------ ------ --------- ----------

  ------------ ------------------------ ------------ ------ --------- ----------
  Guarantor                             Percentage                    
                                        of Private                    
                                        Capital                       

  Printed Name                          Title                         

  Signature                                          Date             
  ------------ ------------------------ ------------ ------ --------- ----------

**EXHIBIT K**

**RBIC ORGANIZATION CHARTs**

***INSTRUCTIONS***

Submit Exhibit K with the initial application. Draft documents are
acceptable at that time. You must submit Exhibit K in final form,
including a narrative supporting statement explaining the organization
chart, by a later date specified by SBA. Exhibit K must be acceptable to
SBA before the RBIC will be licensed.

You may use either of the templates provided (use the second for a
drop-down fund) but be sure to remove the descriptive words and enter
the appropriate data. Delete these instructions and insert two
organizational charts as described below. Each chart must include a
heading stating the name of the RBIC.

K1. An organization chart of all individuals or entities with a direct
or indirect ownership interest in the carried interest of the RBIC, or
in the annual management fee to be paid by the RBIC. Show the percentage
amount of any carried interest and the dollar amount of the annual
management fee, and the ownership interest in each of them by
percentage. The chart also must show the names of all investors (10% or
more only) in the RBIC (see the two examples for this K1 on the next
pages).

K2. An organization chart of the management of the RBIC. Identify each
individual by name and title, projected or actual annual salary and the
percentage of that person's time commitment to the RBIC. Also include
such information for the managers of any general partner or investment
advisor.

**EXHIBIT L**

**SUPPLEMENTAL INFORMATION**

***INSTRUCTIONS***

If you wish to provide extensive supplemental information for a
particular question, you may do so in this Exhibit. If this Exhibit is
used, be sure to identify the question being referenced. If this Exhibit
is not utilized, write "N/A" and retain this page in the submission so
that it is clear that a page is not missing.

**EXHIBIT M**

**RBIC CAPITAL CERTIFICATE**

**GENERAL INSTRUCTIONS**

*Please delete this page of instructions prior to filing.*

a.  As used in this Capital Certificate, "*Applicant*" means the
    applicant for a license as a RBIC or an existing RBIC, as
    applicable.

b.  For limited partnerships, the Capital Certificate must be signed by
    the general partner. If the general partner is an entity general
    partner, an officer, managing member, or general partner of the
    entity general partner must sign the Capital Certificate.

c.  For limited liability companies, the Capital Certificate must be
    signed by an authorized managing member, manager or officer. If the
    managing member is an entity managing member, an officer, managing
    member, or general partner of the entity managing member must sign
    the Capital Certificate.

d.  For corporations, the Capital Certificate must be signed by the
    authorized senior executive officer, the Chairman, President, CEO,
    CFO, COO, Vice President, or Treasurer.

e.  Applicants that are "*drop-down funds*," i.e., funded by one or more
    parent venture funds, should refer to the Addendum A to Exhibit M
    for further instructions on completing this Capital Certificate.

f.  Do not let any table break across a page unless its length exceeds a
    page in length.

g.  Delete the instructions on this page prior submitting the Capital
    Certificate.

# INSTRUCTIONS DURING LicenSe application PROCESS

You are not required to submit this Exhibit M with your initial
application submission, unless you have obtained binding commitments
from all investors by that time. You must submit a signed Capital
Certificate that meets the minimum Regulatory and Leverageable Capital
requirements by the date specified by SBA, in order to be considered by
SBA and USDA for final licensing action.

# Instructions after applicant has been licensed

Each time you apply to SBA for a leverage draw, you must submit an
updated RBIC Capital Certificate, unless the one on file with SBA is
still accurate.

#### EXHIBIT M

#### RBIC CAPITAL CERTIFICATE 

  ---------------- --------------------------------------- ---------------
  RBIC Name                                                

  Date of this                                             
  Certificate                                              

  Applicant's                                              \$
  Leverageable                                             
  Capital                                                  

  Applicant's                                              \$
  Regulatory                                               
  Capital                                                  

  Applicant's                                              \$
  Regulatory                                               
  Capital Adjusted                                         
  to Determine                                             
  Overline Limit                                           
  ---------------- --------------------------------------- ---------------

**DECLARATION**

AS A MATERIAL INDUCEMENT FOR THE U.S. SMALL BUSINESS ADMINISTRATION
("SBA") AND THE U.S. DEPARTMENT OF AGRICULTURE ("USDA") TO ISSUE THE
APPLICANT A LICENSE AS A RURAL BUSINESS INVESTMENT COMPANY AND/OR TO
PROVIDE SBA FINANCIAL ASSISTANCE, THE APPLICANT HEREBY REPRESENTS AND
WARRANTS TO AND COVENANTS AND AGREES WITH SBA AS FOLLOWS:

1\. **Investors**[^1]. The attached Tables M1A, M1B, M1C and M1D state:

a.  the name and address of each investor of Applicant (including the
    Applicant's general partner(s) for limited partnerships, but
    excluding the SBA or USDA, their agents, trustees or
    representatives);

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h.  the amount of each investor's total capital commitment to Applicant
    ("*Capital Commitment*");

i.  the amount of each investor's Capital Commitment which has been paid
    to Applicant in cash[^2] ("*Paid-In Capital*") on or before the date
    hereof; and

j.  the unpaid balance of each investor's Capital Commitment ("*Unfunded
    Commitment*").

2\. **Institutional Investor Status.** Tables M1A, M1B, M1C and M1D
further specify:

a.  whether each investor is an Entity Institutional Investor, an
    Individual Institutional Investor or an Other Investor;

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a.  for each investor designated as an Entity or Individual
    Institutional Investor, the subsection of the definition of
    Institutional Investor in 7 CFR §4290.50 under which such investor
    qualifies as an Institutional Investor; and

b.  for each investor designated as an Entity Institutional Investor,
    the type of entity.

3\. **Representations and Warranties of Institutional Investors**. Each
investor listed as an Institutional Investor whose unfunded commitment
is included in Regulatory Capital has represented and warranted to, and
agreed with, the Applicant that, with respect to such investor:

a\. it meets the criteria for qualifying as an Institutional Investor
under that subsection of the definition of Institutional Investor (see 7
CFR §4290.50) designated in Tables M1A, M1B and M1D; *See Addendum A to
Exhibit M for information on the use of dual commitments.*

b\. if such investor has a net worth of less than \$10 million, (i) its
Unfunded Commitment does not exceed ten percent (10%) of its net worth
or (ii) if its Unfunded Commitment exceeds 10%, SBA has approved an
unconditional, irrevocable letter of credit for the term of the
commitment to be issued by a state or national bank in favor of
Applicant, in an amount not less than such investor's Unfunded
Commitment, a signed copy of which letter of credit has been supplied to
SBA, and the required information concerning such letter of credit is
listed in Table M3;[^3]

c\. until all of its Capital Commitment has been paid, such investor
will notify Applicant promptly of any change that causes the information
in Tables M1A through M1I or in this Section 3 concerning such investor
to be incorrect;

d\. its Capital Commitment constitutes Private Capital (as defined in 7
CFR §4290.230), and except as specified in Table M1H, no part of such
Capital Commitment constitutes Qualified Non-private Funds (as defined
in 7 CFR §4290.50); and

k.  if the investor is an individual, such investor is a permanent
    resident of the United States or has, in writing, irrevocably
    appointed the person or entity specified on Table M2 as such
    investor's agent for service of process, or

l.  if the investor is an entity, such investor is qualified to do
    business and maintains a place of business in one or more states of
    the United States, the District of Columbia or U.S. possessions or
    has in writing, irrevocably appointed the person or entity specified
    on Table M2 as such investor's agent for service of process.

4\. **Individual Institutional Investors.** For each investor listed in
Table M1B or M1D as an Individual Institutional Investor pursuant to
subsection 2(i)(A) of the definition of Institutional Investor, SBA has
approved an unconditional irrevocable letter of credit to be issued by a
state or national bank in favor of Applicant, in an amount not less than
such investor's Unfunded Commitment, a signed copy of which letter of
credit has been delivered to SBA and the required information concerning
such letter of credit listed on Table M3).

5\. **Diversity Investors**. Each investor whose name is followed by "Y"
in the column headed "*Diversity Investor*" in Tables M1A, M1B, M1C and
M1D qualifies as a diversity investor for purposes of the Management and
Ownership Diversity requirement (7 CFR §4290.150(c)).[^4] Table M1F
lists the amount and percentage of Applicant's Regulatory Capital and
Leverageable Capital, respectively, that consists of the capital
committed and/or contributed by such diversity investors.

6\. **Qualified Non-private Funds.** Table M1H shows Applicant's
"*Qualified Non-private Funds*" (as defined in 7 CFR §4290.50) and the
ratio of such Qualified Non-private Funds to Applicant's Regulatory
Capital.

7\. **Associate Investors.** Table M1I shows all of Applicant's
investors that are *Associates* (as defined in 7 CFR §4290.50) of
Applicant, and Table M1J shows persons who are investors and who may be
affiliates of one another.

8\. **Guarantees.** For each investor listed in Table M1A or Table M1B
as an Institutional Investor through the approved use of a guarantee
agreement, SBA has approved the guarantee agreement (a signed copy must
be submitted to SBA if the amount of the Unfunded Commitment is to be
included as part of Regulatory Capital). Note that guarantees are only
permitted in certain specifically defined situations. *See Addendum A to
Exhibit M for information on the use of guarantee agreements*.

9\. **Investor's Payment Covenant**. Each investor must pay its Unfunded
Commitment to Applicant at the times and in the amounts specified in
documents approved by SBA ("Investor's Payment Covenant"), subject only
to those conditions permitting a withdrawal: (i) if Applicant is a
limited partnership, in Applicant's Partnership Agreement (including, if
applicable any SBA Annex), (ii) if Applicant is a corporation, in its
articles of incorporation, or (iii) if Applicant is a limited liability
company, in its operating agreement, provided each such document has
been approved by SBA ("Organizational Document"). Each investor has
represented to Applicant that such Investor's Payment Covenant has been
duly authorized and is the legal, valid and binding obligation of such
investor (except as enforcement may be limited by bankruptcy,
insolvency, reorganization or moratorium laws or other laws affecting
the rights of creditors generally).

10\. **Changes in Investor's Payment Covenant**. Without the prior
written approval of SBA, Applicant shall not release, amend, extend,
compromise, cancel, forgive or otherwise waive any Investor's Payment
Covenant or Applicant's right to receive payment when due of any
investor's Unfunded Commitment, other than as provided in Applicant's
Organizational Documents.

11\. **Changes in Capital Certificate**. Applicant shall notify SBA
promptly if Applicant learns that any information contained in this
Certificate (including the Tables attached to this Certificate) is
incorrect or incomplete or if any investor fails to pay, when due, any
required payment of such investor's Unfunded Commitment or if any
investor notifies Applicant that it will not pay its Unfunded Commitment
or otherwise desires to withdraw from Applicant. Applicant shall also
notify SBA promptly if any letter of credit or guarantee agreement
provided by an investor to Applicant expires, ceases to be in full force
and effect, or is modified, renewed or replaced; and if such letter of
credit is renewed or replaced, Applicant shall give SBA a copy of such
renewal or replacement letter of credit.

12\. **Changes in Regulatory Capital.** Applicant certifies that Table
M1G reflects all changes in its Regulatory Capital since the date on
which Applicant filed with SBA its application for a RBIC license.

13\. **Criminal Prosecution**. Applicant acknowledges that any
intentionally false statement or willful misrepresentation contained in
this certificate is a violation of Federal law and is subject to
criminal prosecution and civil penalties under 18 USC §§287, 371, 1001,
and 1006; 15 USC §645; and 31 USC §3729.

**IN WITNESS WHEREOF**, the undersigned has executed and delivered this
Capital Certificate as of the date set forth above.

  -------------------- --------------------------------------------------
  Name of Applicant:   

  By *(Typed Name)*:   

  Title *(e.g.,        
  President, Manager,  
  General              
  Partner)*[^5]:       

  Signature:           
  -------------------- --------------------------------------------------

  ------------------------------------------------------------------------------------------------
  Table M1A -- Entity                               "X" if this is                              
  Institutional                                     a Drop-Down                                 
  Investors[^6]                                     Fund                                       
  ------------------------ -------------- --------- -------------- -------------- ------------- --
  **Name & Address**[^7]   **Type of      Paid-In   **Unfunded     **Capital      **Diversity   
                           Entity &       Capital   Commitment**   Commitment**   Investor *(Y  
                           Qualifying                                             / N/A)***     
                           Subsection**                                                         

                                                                                                

                                                                                                

                                                                                                

                                                                                                

                                                                                                

                                                                                                

                                                                                                

                                                                                                

                                                                                                

                                                                                                

  Totals                                                                                        
  ------------------------------------------------------------------------------------------------

+-----------------------+--------+--------+--------+--------+----+---+
| **Table M1B --        |        |        | "X" if |        |    |   |
| Individual            |        |        | this   |        |    |   |
| Institutional         |        |        | is a   |        |    |   |
| Investors**           |        |        | Dro    |        |    |   |
|                       |        |        | p-Down |        |    |   |
|                       |        |        | Fund  |        |    |   |
+=======================+========+========+========+========+====+===+
| **Name &              | Qual   | **P    | **Un   | **C    | *  |   |
| Address**[^8]         | ifying | aid-In | funded | apital | *D |   |
|                       | Subs   | Cap    | Commit | Commit | iv |   |
|                       | ection | ital** | ment** | ment** | er |   |
|                       |        |        |        |        | si |   |
|                       |        |        |        |        | ty |   |
|                       |        |        |        |        | In |   |
|                       |        |        |        |        | ve |   |
|                       |        |        |        |        | st |   |
|                       |        |        |        |        | or |   |
|                       |        |        |        |        | *  |   |
|                       |        |        |        |        | (Y |   |
|                       |        |        |        |        |  / |   |
|                       |        |        |        |        | N  |   |
|                       |        |        |        |        | /A |   |
|                       |        |        |        |        | )* |   |
|                       |        |        |        |        | ** |   |
+-----------------------+--------+--------+--------+--------+----+---+
|                       |        |        |        |        |    |   |
+-----------------------+--------+--------+--------+--------+----+---+
|                       |        |        |        |        |    |   |
+-----------------------+--------+--------+--------+--------+----+---+
|                       |        |        |        |        |    |   |
+-----------------------+--------+--------+--------+--------+----+---+
|                       |        |        |        |        |    |   |
+-----------------------+--------+--------+--------+--------+----+---+
|                       |        |        |        |        |    |   |
+-----------------------+--------+--------+--------+--------+----+---+
|                       |        |        |        |        |    |   |
+-----------------------+--------+--------+--------+--------+----+---+
|                       |        |        |        |        |    |   |
+-----------------------+--------+--------+--------+--------+----+---+
|                       |        |        |        |        |    |   |
+-----------------------+--------+--------+--------+--------+----+---+
|                       |        |        |        |        |    |   |
+-----------------------+--------+--------+--------+--------+----+---+
|                       |        |        |        |        |    |   |
+-----------------------+--------+--------+--------+--------+----+---+
|                       |        |        |        |        |    |   |
+-----------------------+--------+--------+--------+--------+----+---+
|                       |        |        |        |        |    |   |
+-----------------------+--------+--------+--------+--------+----+---+
| #######  Totals       |        |        |        |        |    |   |
+-----------------------+--------+--------+--------+--------+----+---+

+-----------------------+-------+--------+---+-------+-------+-----+---+---+
| **Table M1C -- Other  |       |        |   | "X"   |       |     |   |   |
| Investors**[^9]       |       |        |   | if    |       |     |   |   |
|                       |       |        |   | this  |       |     |   |   |
|                       |       |        |   | is a  |       |     |   |   |
|                       |       |        |   | Drop  |       |     |   |   |
|                       |       |        |   | -Down |       |     |   |   |
|                       |       |        |   | Fund  |       |     |   |   |
|                       |       |        |   |      |       |     |   |   |
+=======================+=======+========+===+=======+=======+=====+===+===+
| **Name &              | *     | **P    | * |       | **Ca  | >   | > |   |
| Address**[^10]        | *Type | aid-In | * |       | pital |  ** |   |   |
|                       | *(    | Cap    | U |       | Co    | Div | * |   |
|                       | e.g., | ital** | n |       | mmitm | ers | * |   |
|                       | i     |        | f |       | ent** | ity | E |   |
|                       | ndivi |        | u |       |       | >   | n |   |
|                       | dual, |        | n |       |       |  In | t |   |
|                       | LL    |        | d |       |       | ves | e |   |
|                       | C)*** |        | e |       |       | tor | r |   |
|                       |       |        | d |       |       | >   | > |   |
|                       |       |        | C |       |       |  *( |   |   |
|                       |       |        | o |       |       | Y / | " |   |
|                       |       |        | m |       |       | > N | X |   |
|                       |       |        | m |       |       | /A) | " |   |
|                       |       |        | i |       |       | *** | > |   |
|                       |       |        | t |       |       |     |   |   |
|                       |       |        | m |       |       |     | i |   |
|                       |       |        | e |       |       |     | f |   |
|                       |       |        | n |       |       |     | > |   |
|                       |       |        | t |       |       |     |   |   |
|                       |       |        | * |       |       |     | P |   |
|                       |       |        | * |       |       |     | a |   |
|                       |       |        |   |       |       |     | r |   |
|                       |       |        |   |       |       |     | e |   |
|                       |       |        |   |       |       |     | n |   |
|                       |       |        |   |       |       |     | t |   |
|                       |       |        |   |       |       |     | > |   |
|                       |       |        |   |       |       |     |   |   |
|                       |       |        |   |       |       |     | F |   |
|                       |       |        |   |       |       |     | u |   |
|                       |       |        |   |       |       |     | n |   |
|                       |       |        |   |       |       |     | d |   |
|                       |       |        |   |       |       |     | * |   |
|                       |       |        |   |       |       |     | * |   |
+-----------------------+-------+--------+---+-------+-------+-----+---+---+
|                       |       |        |   |       |       |     |   |   |
+-----------------------+-------+--------+---+-------+-------+-----+---+---+
|                       |       |        |   |       |       |     |   |   |
+-----------------------+-------+--------+---+-------+-------+-----+---+---+
|                       |       |        |   |       |       |     |   |   |
+-----------------------+-------+--------+---+-------+-------+-----+---+---+
|                       |       |        |   |       |       |     |   |   |
+-----------------------+-------+--------+---+-------+-------+-----+---+---+
|                       |       |        |   |       |       |     |   |   |
+-----------------------+-------+--------+---+-------+-------+-----+---+---+
|                       |       |        |   |       |       |     |   |   |
+-----------------------+-------+--------+---+-------+-------+-----+---+---+
|                       |       |        |   |       |       |     |   |   |
+-----------------------+-------+--------+---+-------+-------+-----+---+---+
| ####### Totals        |       |        |   |       |       |     |   |   |
+-----------------------+-------+--------+---+-------+-------+-----+---+---+

+-------------------------+---------+--------+--------+--------+---+---+
| **Table M1D -- Dual     |         | "X" if |        |        |   |   |
| Commitments** [^11]     |         | this   |        |        |   |   |
|                         |         | is a   |        |        |   |   |
|                         |         | Dro    |        |        |   |   |
|                         |         | p-Down |        |        |   |   |
|                         |         | Fund  |        |        |   |   |
+=========================+=========+========+========+========+===+===+
| **Name & Address**      | Type of | **P    | **Un   | **C    | > |   |
|                         | Entity  | aid-In | funded | apital |   |   |
|                         | for     | Cap    | Commit | Commit | * |   |
|                         | Primary | ital** | ment** | ment** | * |   |
|                         | I       |        |        |        | D |   |
|                         | nvestor |        |        |        | i |   |
|                         | & Type  |        |        |        | v |   |
|                         | of      |        |        |        | e |   |
|                         | Entity  |        |        |        | r |   |
|                         | and     |        |        |        | s |   |
|                         | Qua     |        |        |        | i |   |
|                         | lifying |        |        |        | t |   |
|                         | Sub     |        |        |        | y |   |
|                         | section |        |        |        | > |   |
|                         | for     |        |        |        |   |   |
|                         | Backup  |        |        |        | I |   |
|                         | I       |        |        |        | n |   |
|                         | nvestor |        |        |        | v |   |
|                         |         |        |        |        | e |   |
|                         |         |        |        |        | s |   |
|                         |         |        |        |        | t |   |
|                         |         |        |        |        | o |   |
|                         |         |        |        |        | r |   |
|                         |         |        |        |        | > |   |
|                         |         |        |        |        |   |   |
|                         |         |        |        |        | * |   |
|                         |         |        |        |        | ( |   |
|                         |         |        |        |        | Y |   |
|                         |         |        |        |        |   |   |
|                         |         |        |        |        | / |   |
|                         |         |        |        |        | > |   |
|                         |         |        |        |        |   |   |
|                         |         |        |        |        | N |   |
|                         |         |        |        |        | / |   |
|                         |         |        |        |        | A |   |
|                         |         |        |        |        | ) |   |
|                         |         |        |        |        | * |   |
|                         |         |        |        |        | * |   |
|                         |         |        |        |        | * |   |
+-------------------------+---------+--------+--------+--------+---+---+
| Primary Investor #1 --  |         |        | \[\$   | \[\$   |   |   |
| list in brackets        |         |        | in     | in     |   |   |
|                         |         |        | brac   | brac   |   |   |
|                         |         |        | kets\] | kets\] |   |   |
+-------------------------+---------+--------+--------+--------+---+---+
| Back-up Investor(s)     |         |        |        |        |   |   |
+-------------------------+---------+--------+--------+--------+---+---+
| Primary Investor #2 --  |         |        | \[\$   | \[\$   |   |   |
| list in brackets        |         |        | in     | in     |   |   |
|                         |         |        | brac   | brac   |   |   |
|                         |         |        | kets\] | kets\] |   |   |
+-------------------------+---------+--------+--------+--------+---+---+
| Back-up Investor(s)     |         |        |        |        |   |   |
+-------------------------+---------+--------+--------+--------+---+---+
| Primary Investor #2 --  |         |        | \[\$   | \[\$   |   |   |
| list in brackets        |         |        | in     | in     |   |   |
|                         |         |        | brac   | brac   |   |   |
|                         |         |        | kets\] | kets\] |   |   |
+-------------------------+---------+--------+--------+--------+---+---+
| Back-up Investor(s)     |         |        |        |        |   |   |
+-------------------------+---------+--------+--------+--------+---+---+
| **TOTALS \[*Add only    |         |        |        |        |   |   |
| amounts that are        |         |        |        |        |   |   |
| [not]{.underline} in    |         |        |        |        |   |   |
| brackets*\]**           |         |        |        |        |   |   |
+-------------------------+---------+--------+--------+--------+---+---+

+---------------------------------+--------+---------+-------+--------+
| **Table M1E -- Aggregate        |        |         |       |        |
| Investor Totals**               |        |         |       |        |
+=================================+========+=========+=======+========+
| **Class of Investor**           | **P    | **U     | **Ca  | *      |
|                                 | aid-In | nfunded | pital | *Total |
|                                 | Cap    | Commi   | Retu  | Co     |
|                                 | ital** | tment** | rns** | ntribu |
|                                 |        |         | [^12] | tion** |
+---------------------------------+--------+---------+-------+--------+
| **Entity Institutional          |        |         |       |        |
| Investors (From Table M1A)**    |        |         |       |        |
+---------------------------------+--------+---------+-------+--------+
| **Individual Institutional      |        |         |       |        |
| Investors (from Table M1B)**    |        |         |       |        |
+---------------------------------+--------+---------+-------+--------+
| **Dual Commitments (from Table  |        |         |       |        |
| M1D)**                          |        |         |       |        |
+---------------------------------+--------+---------+-------+--------+
| **Institutional Investor        |        |         |       |        |
| Sub-totals**                    |        |         |       |        |
+---------------------------------+--------+---------+-------+--------+
| **Other Investors (from Table   |        |         |       |        |
| M1C)**                          |        |         |       |        |
+---------------------------------+--------+---------+-------+--------+
| ####### Investor Totals         |        |         |       |        |
+---------------------------------+--------+---------+-------+--------+

  ------------------------------------------------------------------------------
  **Table M1F -- Investor Diversity                                
  Summary**                                                        
  --------------------------------- ------------- -- ------------- -------------
  **Type of Capital**[^13]          **Total          **Diversity   **Diversity
                                    Amount**         Amount**      %**

  **Regulatory Capital**                                           

  **Leverageable Capital**                                         
  ------------------------------------------------------------------------------

  ---------------------------------------------------------------------------------
  **Table M1G --                                                                 
  Changes in                                                                     
  Regulatory                                                                     
  Capital**                                                                      
  -------------- -------------- -------------- ------------------ -------------- --
  **Date**       **Beginning    **Decrease     **Other            **Ending       
                 Regulatory     Pursuant to    Decreases**[^14]   Regulatory     
                 Capital**      7 CFR                             Capital**      
                                §4290.585**                                      

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 

                                                                                 
  ---------------------------------------------------------------------------------

+--------------------------+-----------+--------------+--------------+
| **Table M1H -- Qualified |           |              |              |
| Non-private Funds**      |           |              |              |
+==========================+===========+==============+==============+
| **Name of Investor**     | **Capital | **Qualified  | **Qualified  |
|                          | Com       | Non-private  | Non-private  |
| ***(from Table M1A, M1B  | mitment** | Funds Whose  | Funds Whose  |
| or M1C)***               |           | Source is    | Source is    |
|                          |           | Federal      | State or     |
|                          |           | Funds**      | Local Gov't. |
|                          |           |              | Funds**      |
+--------------------------+-----------+--------------+--------------+
|                          |           |              |              |
+--------------------------+-----------+--------------+--------------+
|                          |           |              |              |
+--------------------------+-----------+--------------+--------------+
|                          |           |              |              |
+--------------------------+-----------+--------------+--------------+
| #######  Totals          |           |              |              |
+--------------------------+-----------+--------------+--------------+
| **Non-Federal Qualified  |           |              | \%           |
| Non-private Funds ÷      |           |              |              |
| Regulatory Capital**     |           |              |              |
+--------------------------+-----------+--------------+--------------+

  -----------------------------------------------------------------------
  **Table M1I                                          
  --Associates of                                      
  Applicant**                                          
  --------------------- ------------------------------ ------------------
  **Name of Investor**  **Describe Relationship to     **Applicable
                        Applicant**                    Subsection of
                                                       Definition of
                                                       Associate**

                                                       

                                                       

                                                       

                                                       

                                                       

                                                       
  -----------------------------------------------------------------------

  -----------------------------------------------------------------------
  **Table M1J --                      
  Investor                            
  Affiliates**                        
  ----------------- ----------------- -----------------------------------
  **Name of         **Name of         **Describe Relationship Between
  Investor#1**      Investor #2**     Investors**

                                      

                                      

                                      

                                      

                                      

                                      
  -----------------------------------------------------------------------

######## USE OF TABLE M1K

\(a\) Identify each *entity* and *individual* who, directly or
indirectly, (1) owns 10% or more of the equity interests of the
Applicant, (2) is the beneficial owner of 10% or more of the equity
interests of the Applicant, or (3) controls 10% or more of the equity
interests of the Applicant, hereinafter referred to as a "10%
Investors".

\(b\) For purposes of identifying a 10% Investor, the equity interests
of all affiliates must be aggregated

\(c\) For any 10% Investor that is an entity, identify all of the owners
of that 10% Investor except that all individual owners of less than 10%
can be aggregated and identified as shown in the example below. Continue
identifying all of the owners of any entity owner until individual
owners have been identified. (Note that you multiply the percentage in
the current column by the percentage in the preceding column to
determine if the result is 10% or more.)

\(d\) See the example below and delete the example, whether or not the
table is utilized.

  ------------------------------------------------------------------------
  **Table M1K -- 10%                                
  Investors**                                       
  ----------------------- ------------------------- ----------------------
  **Level 1 -- RBIC 10%   Level 2 -- Owners of RBIC **Level 3 -- Indirect
  Investors**             10% Investors             Equity Holder - % of
                                                    Level 2 / % of RBIC**

  Bermuda Triangle        High & Wide Investments   Fred Jones 50%
  Holdings 40%            50%                       

                                                    Steve Brown 50%

                          John Smith 30%            

                          Remainder = 20%, 10       
                          Individuals each with     
                          less than 5%              

  William Davis Trust,    William Davis II,         
  Robert Johnson, Trustee beneficiary 100%          
  15%                                               

  Remainder = 45%, 10                               
  individuals and 5                                 
  entities, each with 8%                            
  or less.                                          

                                                    
  ------------------------------------------------------------------------

  -----------------------------------------------------------------------
  **Table M2 -- Investors Who Are Not 
  Permanent Residents of the United   
  States**[^15]**^0^**                
  ----------------------------------- -----------------------------------
  **Name & Address of Non-Resident    **Name & Address of U.S. Agent\
  Investor**                          for Service of Process**

                                      

                                      

                                      

                                      
  -----------------------------------------------------------------------

+---------------------+----------+----------+---------------+---------+
| **Table M3 --       |          |          |               |         |
| Approved Letters of |          |          |               |         |
| Credit**            |          |          |               |         |
+=====================+==========+==========+===============+=========+
| **Name of           | **       | **Amount | **Issuing     | **Exp   |
| Investor**          | Unfunded | of       | Institution** | iration |
|                     | Comm     | Letter   |               | Date**  |
|                     | itment** | of       |               |         |
|                     |          | Credit** |               |         |
+---------------------+----------+----------+---------------+---------+
|                     |          |          |               |         |
+---------------------+----------+----------+---------------+---------+
|                     |          |          |               |         |
+---------------------+----------+----------+---------------+---------+
| #######  Totals     |          |          |               |         |
+---------------------+----------+----------+---------------+---------+

  -----------------------------------------------------------------------
  **Table M4 -- Conditions to Exercise of Right to Receive Unfunded
  Commitments**

  \[if no conditions, insert *"None"*\]
  -----------------------------------------------------------------------

+-----------------------------------+----------+---+----------+----------+
| ###### Table M6. DROP-DOWN RBI    |          |   |          |          |
| C REGULATORY CAPITAL CALCULATION  |          |   |          |          |
+-----------------------------------+----------+---+----------+----------+
| **PARENT FUND**                   |          |   |          |          |
+-----------------------------------+----------+---+----------+----------+
|                                   | **Total  |   | ##### ** | ###      |
|                                   | Capital  |   | Funded** | ## **Unf |
|                                   | Comm     |   |          | unded**  |
|                                   | itment** |   |          |          |
+-----------------------------------+----------+---+----------+----------+
| **Total Amount**                  |          |   |          |          |
+-----------------------------------+----------+---+----------+----------+
| **Institutional Investors**       |          |   |          |          |
+-----------------------------------+----------+---+----------+----------+
| **Other Investors**               |          |   |          |          |
+-----------------------------------+----------+---+----------+----------+
| **Calculate Institutional         |          |   |          | \%       |
| Investor Percentage:** (***Divide |          |   |          |          |
| Total Capital Commitment of       |          |   |          |          |
| Institutional Investors by Total  |          |   |          |          |
| Capital Commitment.*)**           |          |   |          |          |
+-----------------------------------+----------+---+----------+----------+
|                                   |          |   |          |          |
+-----------------------------------+----------+---+----------+----------+
| **RBIC**                          |          |   |          |          |
+-----------------------------------+----------+---+----------+----------+
|                                   | ##       | # |          | ##       |
|                                   | ### **To | # |          | ### **Un |
|                                   | tal Capi | # |          | funded** |
|                                   | tal Comm | # |          |          |
|                                   | itment** | # |          |          |
|                                   |          |   |          |          |
|                                   |          | * |          |          |
|                                   |          | * |          |          |
|                                   |          | F |          |          |
|                                   |          | u |          |          |
|                                   |          | n |          |          |
|                                   |          | d |          |          |
|                                   |          | e |          |          |
|                                   |          | d |          |          |
|                                   |          | * |          |          |
|                                   |          | * |          |          |
+-----------------------------------+----------+---+----------+----------+
| **RBIC Total**                    |          |   |          |          |
+-----------------------------------+----------+---+----------+----------+
| **Attributable to Institutional   |          |   |          |          |
| Investors: (*Multiply Unfunded    |          |   |          |          |
| Amount by Institutional Investor  |          |   |          |          |
| Percentage*)**                    |          |   |          |          |
+-----------------------------------+----------+---+----------+----------+
| **Add Funded Amount**             |          |   |          |          |
+-----------------------------------+----------+---+----------+----------+
| **Total Equals Regulatory         |          |   |          |          |
| Capital**                         |          |   |          |          |
+-----------------------------------+----------+---+----------+----------+

ADDENDUM A TO EXHIBIT M

GUARANTEES AND DUAL COMMITMENTS

NOTES ON THE USE OF GUARANTEES AND DUAL COMMITMENTS

In certain limited situations, SBA will allow an Applicant to use a
guarantee and/or a dual commitment arrangement so the Applicant can
include in its Regulatory Capital the Commitments of non-Institutional
Investors. The circumstances under which SBA will permit the use of a
guarantee and the requirements for using a guarantee are described in
Section I below. The circumstances under which SBA will permit the use
of the dual commitment arrangement and the requirements for a dual
commitment are described in Section II below.

**I. Guarantees for IRAs, Keoghs, Family Trusts and Family Investment
Partnerships**

An IRA, Keogh, family trust or family investment partnership that does
not qualify as an Entity Institutional Investor may use a guarantee to
have its Commitment included as part of Regulatory Capital. Adverse tax
consequences may result for the IRA or Keogh, however, so RBICs and
investors are cautioned to consult with legal counsel before using a
guarantee in this situation.

*How Does it Work*. The IRA, Keogh, family trust or family investment
partnership obtains a guarantee from an Institutional Investor for the
full amount of its Unfunded Commitment. For example, for IRAs and
Keoghs, if the individual who created the retirement account qualifies
as an Institutional Investor, that individual can guarantee the full
amount of the Unfunded Commitment of the IRA or Keogh to the Applicant.
If the amount of the Unfunded Commitment is to be included in Regulatory
Capital, the guarantee must be in the form approved by SBA and the
guarantee must be executed and a copy submitted to SBA before the
licensing approval process can be finalized.

*How is this Reflected on the Capital Certificate*. The IRA, Keogh,
family trust or family investment partnership is listed on the Capital
Certificate as an Entity Institutional Investor under subsection 1(xi),
followed by a footnote describing the guarantee arrangement and the name
of the guarantor and the clause of the *Institutional Investor*
definition of 7 CFR §4290.50 under which the guarantor qualifies as an
Institutional Investor.

**II. Dual Commitments**

*How Does it Work*. The "dual commitment" arrangement works by having
one or more Institutional Investors ("back-up investor") make a Capital
Commitment to the Applicant identical to that made by the
non‑Institutional Investor ("primary investor"). When a capital call is
made, the back‑up investor is excused from funding its Unfunded
Commitment to the extent the primary investor funds its own Unfunded
Commitment on a timely basis. *Both the primary investor and the back‑up
investor are limited partners or members, as applicable, and must sign
the Applicant's limited partnership agreement or operating agreement as
limited partners or members, as applicable.* In addition, both the
primary investor and the back‑up investor must be listed as investors in
Table M1D of the Capital Certificate and in the schedule of partners or
members, if applicable, attached to the limited partnership agreement or
operating agreement, as the case may be.

When more than one Institutional Investor is serving as a back-up
investor, each such Institutional Investor may make a Capital Commitment
that is equal to only a proportionate amount of the primary investor's
Capital Commitment, so long as the total of all Capital Commitments of
such Institutional Investors equals 100% of the primary investor's
Capital Commitment. Each Institutional Investor serving as a back-up
investor must be listed on the Capital Certificate and the schedule of
partners/members attached to the limited partnership agreement or member
agreement in the case of limited liability companies with a designation
as to the proportionate share for which each such Institutional Investor
is obligated.

The suggested footnote language below can be used on the signature pages
and the schedule of partners/members to clarify the dual commitment
arrangement.

> *If \[Primary Investor\] makes a cash Capital Contribution to the
> Partnership, then simultaneously with such cash Capital Contribution,
> the Capital Commitment of \[Back‑up Investor\] shall be reduced in an
> amount equal to that cash Capital Contribution and the Capital
> Contribution required to be made by \[Back‑up Investor\] at the time
> shall be reduced by the same amount.*

*How is this Reflected on the Capital Certificate*. The primary investor
and each back-up investor are listed on the Capital Certificate on Table
M1D. Each back-up investor must indicate the amount of the primary
investor's Capital Commitment for which it is obligated and the
appropriate subsection of the definition of Institutional Investor under
which it is qualified.

**Applicants and their counsel should note that neither the guarantee
nor the dual commitment approach automatically qualifies Unfunded
Commitments from investors that do not qualify as Institutional
Investors as part of Regulatory Capital, and in every instance, a
guarantee and/or dual commitment arrangement is subject to SBA's
approval.**

**NOTES ON DROP-DOWN FUNDS**

Applicants that are "drop-down funds" (*i.e., funded by one or more
parent venture funds*) should use the standard Capital Certificate with
these changes/additions:

1.  Unless SBA otherwise approves, SBA requires each parent fund of an
    Applicant to be the Applicant's primary investor ("Class A
    investor") and each parent fund's Institutional Investors to become
    stand-by investors ("Class B investors") in the Applicant. Each
    Class B investor must sign the Applicant's partnership/membership
    agreement.

2.  Unless SBA otherwise approves, a parent fund of the Applicant is not
    considered an Institutional Investor and should be listed as an
    "Other Investor" in Table M1C.

3.  The names and address of all of the Institutional Investors in the
    parent fund of the Applicant (including those making dual
    commitments), along with their respective capital commitments,
    paid-in capital and unfunded commitments, must be listed in Table
    M1A, M1B or M1D, as appropriate.

4.  The names and addresses of those parent fund investors that do not
    qualify as Institutional Investors, along with the amount of their
    respective capital commitments, paid-in capital and unfunded
    commitments, must be listed in Table M1C as "Other Investors".

5.  For purposes of determining the applicant's Regulatory Capital, the
    unfunded commitment of the parent fund is only considered to be
    Regulatory Capital to the extent it is backed up by investors that
    qualify as Institutional Investors. Thus, to compute an applicant's
    Regulatory Capital in the case of a drop-down, you must complete
    Table M6.

EXAMPLE OF CALCULATION OF REGULATORY CAPITAL FOR A DROP-DOWN SBIC

+-------------------------------+-----------+---+------------+------------+
| #####                         |           |   |            |            |
| # Table M6. DROP-DOWN RBIC RE |           |   |            |            |
| GULATORY CAPITAL CALCULATION  |           |   |            |            |
+-------------------------------+-----------+---+------------+------------+
| **PARENT FUND**               |           |   |            |            |
+-------------------------------+-----------+---+------------+------------+
|                               | **Total   |   | #####      | ##### **U  |
|                               | Capital   |   | **Funded** | nfunded**  |
|                               | Com       |   |            |            |
|                               | mitment** |   |            |            |
+-------------------------------+-----------+---+------------+------------+
| **Total Amount**              | 100M      |   | 40M        | 60M        |
+-------------------------------+-----------+---+------------+------------+
| **Institutional Investors**   | 80        |   | 32         | 48         |
+-------------------------------+-----------+---+------------+------------+
| **Other Investors**           | 20        |   | 8          | 12         |
+-------------------------------+-----------+---+------------+------------+
| **Calculate Institutional     |           |   |            | 80%        |
| Investor Percentage:**        |           |   |            |            |
| (***Divide Total Capital      |           |   |            |            |
| Commitment of Institutional   |           |   |            |            |
| Investors by Total Capital    |           |   |            |            |
| Commitment.*)**               |           |   |            |            |
+-------------------------------+-----------+---+------------+------------+
|                               |           |   |            |            |
+-------------------------------+-----------+---+------------+------------+
| **RBIC**                      |           |   |            |            |
+-------------------------------+-----------+---+------------+------------+
|                               | ##### *   | # |            | ##### **   |
|                               | *Total Ca | # |            | Unfunded** |
|                               | pital Com | # |            |            |
|                               | mitment** | # |            |            |
|                               |           | # |            |            |
|                               |           |   |            |            |
|                               |           | * |            |            |
|                               |           | * |            |            |
|                               |           | F |            |            |
|                               |           | u |            |            |
|                               |           | n |            |            |
|                               |           | d |            |            |
|                               |           | e |            |            |
|                               |           | d |            |            |
|                               |           | * |            |            |
|                               |           | * |            |            |
+-------------------------------+-----------+---+------------+------------+
| **RBIC Total**                | 20        | 4 |            | 16         |
+-------------------------------+-----------+---+------------+------------+
| **Attributable to             |           |   |            | 12.8       |
| Institutional Investors:      |           |   |            |            |
| (*Multiply Unfunded Amount by |           |   |            |            |
| Institutional Investor        |           |   |            |            |
| Percentage*)**                |           |   |            |            |
+-------------------------------+-----------+---+------------+------------+
| **Add Funded Amount**         |           |   |            | 4          |
+-------------------------------+-----------+---+------------+------------+
| **Adjustments (Explain in     |           |   |            | 0          |
| note directly below table)**  |           |   |            |            |
+-------------------------------+-----------+---+------------+------------+
| **Total Equals Regulatory     |           |   |            | 16.8       |
| Capital**                     |           |   |            |            |
+-------------------------------+-----------+---+------------+------------+

ADDENDUM B TO EXHIBIT M

DEFINITIONS FOR REFERENCE ONLY

PLEASE NOTE that this addendum is for convenience only. It does not
constitute a part of the Capital Certificate contract. In the event that
there are discrepancies between definitions of terms in the Capital
Certificate and this page, the definitions within the Capital
Certificate prevail.

APPLICANT means the applicant for a license as a RBIC or an existing
RBIC, as applicable.

CAPITAL COMMITMENT is the amount of each investor's total capital
commitment to Applicant.

COMBINED CAPITAL means the sum of Regulatory Capital and outstanding
Leverage.

DIVERSITY INVESTOR is a person or entity who meets the requirements of
Management and Ownership Diversity as found in 7 CFR §4290.150.

INSTITUTIONAL INVESTOR is defined in 7 CFR §4290.50.

INVESTOR'S PAYMENT COVENANT means the obligation of each investor to pay
its Unfunded Commitment to Applicant at the times and in the amounts
specified in Applicant's Organizational Documents.

LEVERAGEABLE CAPITAL is defined in 7 CFR §4290.50.

ORGANIZATIONAL DOCUMENT means: (i) if Applicant is a limited
partnership, its Partnership Agreement (including, if applicable any SBA
Annex), (ii) if Applicant is a corporation, its articles of
incorporation, or (iii) if Applicant is a limited liability company, its
operating agreement, as approved by SBA.

OVERLINE LIMIT is a calculation derived according to the methodology
found in 7 CFR §4290.740.

PAID IN CAPITAL means the amount of each investor's Capital Commitment
which has been paid to Applicant in cash on or before the date hereof
excluding the Unfunded Commitment. (Non‑cash contributions will not be
accepted without prior written approval.)

QUALIFIED NON-PRIVATE FUNDS is defined in 7 CFR §4290.50.

REGULATORY CAPITAL is defined in 7 CFR §4290.50.

UNFUNDED COMMITMENT means the unpaid balance of each investor's Capital
Commitment.

ADDENDUM C TO EXHIBIT M

SAMPLE ACCEPTABLE COMMITMENT LETTERS

*INSTRUCTIONS*

It is not necessary to use the form in this Addendum C, however, SBA has
found it acceptable in the past, and it is presented for your
convenience.

\[Name and Address of Fund\]

\[Date\]

Dear \_\_\_\_\_\_\_\_\_\_\_\_\_:

This confirms the intention of \_\_\_\_\_\_\_\_\_\_\_\_\_ ("Investor")
to invest \$\_\_\_\_\_\_\_\_\_\_ as a limited partner in
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ (the "Partnership") subject to
\[insert one or more of the following as appropriate\]:

a.  Investor's review of the limited partnership agreement;

b.  receipt of similar commitments which, together with Investor's
    investment will total at least \$\_\_\_\_\_\_\_\_\_\_\_\_\_ \[;
    and/or\]

c.  receipt of evidence that the Partnership's application as a Rural
    Business Investment Company ("RBIC") has been selected by the U.S.
    Small Business Administration ("SBA") and U.S. Department of
    Agriculture ("USDA") and it is reasonable to anticipate that the
    Partnership will be licensed as a RBIC.

The Investor represents that it is an "Accredited Investor" as defined
in Regulation D under the Securities Act of 1933; and

Very truly yours,

**EXHIBIT N**

**MODEL FORECAST**

## ***INSTRUCTIONS***

Submit this Exhibit N with your initial application submission. Utilize
your own model to prepare a 10-year financial forecast. It is suggested
that you do the forecast annually for all years. If you prefer, you can
prepare a monthly or quarterly forecast for the first year only, with
subsequent years shown annually. Do not provide any more detail than
this.

As an alternative, you can provide a narrative detailing the key
assumptions that would normally serve as the basis for preparing a model
forecast. Rather than using actual calendar years, use years 1, 2, 3,
etc. Be sure to discuss the following items:

-   Number of investments the fund expects to make

-   Period of time over which investments will be made, and number of
    investments and dollars to be invested by year

-   Expected investment size

-   Expected holding period of investments prior to harvest

-   Year in which harvesting is supposed to begin

-   Projected IRR for the total fund, both before and after the
    management fee and the carry

-   Management fee amount and payment schedule

-   Amounts and timing of SBA leverage draws and associated leverage
    fees

-   Interest rate or prioritized payment rate on SBA leverage, including
    the annual charge

-   SBA profit participation rate selected (for participating securities
    issuers)

-   Assumptions concerning distribution/reinvestment of proceeds

-   Assumptions concerning management of cash balances

**EXHIBIT O**

## **OFFERING DOCUMENTS**

*INSTRUCTIONS*

Submit this Exhibit O with the initial application submission, to the
extent that documents are available. Draft documents are acceptable. You
must submit this Exhibit O in final form by the date specified by SBA.
These documents must be acceptable to SBA before the RBIC will be
licensed.

Attach your offering memorandum, prospectus, letter, or other
publication that you have provided or plan to provide to your investors;
and any documents filed with the Securities and Exchange Commission
(SEC) (see §4290.660(a) and (b)).

**EXHIBIT P**

**INTERNAL DUE DILIGENCE DOCUMENTS**

***INSTRUCTIONS***

Submit this Exhibit P with the initial application submission to the
extent that documents are available. Draft documents are acceptable.

Attach all documents relating to your internal due diligence and
decision-making process for investments, for example:

-   Due diligence checklists and questionnaires

-   Report formats

-   Term sheets

-   Deal summary formats

-   Financial models

-   Investment committee decision-making formats

Questions in the RBIC Application, Part I, MAQ, Form 2241 that
specifically reference Exhibit P are: 214, 417, 419, 422.1, 422.2, and
422.5.

**EXHIBIT Q**

## **ORGANIZATIONAL DOCUMENTS OF RBIC**

## ***INSTRUCTIONS***

**[Do not submit this Exhibit Q with the initial application
submission.]{.underline}** You must submit this Exhibit Q in final form
by a later date specified by SBA. These documents must be acceptable to
SBA and signed before the RBIC will be licensed.

For the RBIC and its general partner or managing member, if applicable,
please provide the following:

1\. **Organizational Documents**:

> A. For limited partnerships, include the certificate of limited
> partnership and a copy of the limited partnership agreement.
>
> B. For limited liability companies, include the certificate of
> formation or other comparable document and a copy of the operating
> agreement
>
> C. For corporations, include a copy of the articles of incorporation
> or charter and by-laws.
>
> D. For a limited partnership RBIC with a general partner that is an
> entity (i.e., corporation, LLC, or partnership) ("Entity General
> Partner") or for a limited liability company RBIC with a managing
> member that is an entity ("Entity Managing Member"), the
> organizational documents for such Entity General Partner or Entity
> Managing Member as well.

Please note that for such Entity General Partners and Entity Managing
Members, the organizational documents for such entity must include
language which states that the entity is organized under state law
solely for the purpose of serving as the general partner or managing
member of one or more RBICs.

2\. **Minutes, resolutions and/or written consents**. Include certified
copies of minutes, resolutions or written consents at which current
directors, managers, officers were elected or appointed, as applicable.

3\. **Model Partnership Agreement**. Applicants may use the SBIC model
partnership agreement for limited partnership RBICs. If used, an edited
version must be submitted showing the changes made to the model
partnership agreement. If the SBIC model partnership agreement is not
used, the most current version of SBA Annex GDP, as appropriate, must be
attached and incorporated by reference into your partnership agreement.

4\. **Execution**. The organizational documents need not be signed when
the application is submitted, as the SBA may require changes in your
organizational documents in order to continue processing your
application. The organizational documents must be signed, however, prior
to SBA's and USDA's approval of the Applicant's license.

**EXHIBIT R**

**OPINIONS OF COUNSEL**

## ***INSTRUCTIONS***

**[Do not submit this Exhibit R with the initial application
submission.]{.underline}** You must submit this Exhibit R in final form
by the date specified by SBA. These documents must be acceptable to SBA
and signed before the RBIC will be licensed.

1\. **Opinions.** All applicants must submit an opinion of independent
counsel for the applicant, addressed to the SBA, stating the following:

(a) The applicant has been duly organized as a \[*type of
    organization*\], is validly existing in good standing under the laws
    of \[*state of organization*\] and is duly qualified to do business
    and is in good standing as a foreign \[*type of organization*\] in
    \[*list of states*\]. The applicant is qualified to do business as a
    foreign \[*type of organization*\] in all jurisdictions in which the
    failure to qualify would have a materially adverse effect on its
    business or financial condition. (***Limited partnership applicants,
    please add** \--* The general partner has been duly organized as a
    \[*type of organization*\] and is validly existing in good standing
    under the laws of \[*state of organization*\])

(b) The applicant is chartered or registered by the appropriate
    authorities to conduct, in its proposed operating territory or area,
    the activities described under Title III of the Small Business
    Investment Act of 1958, as amended.

(c) The issuance and sale of the \[*limited partnership interests to the
    limited partners pursuant to the applicant\'s agreement of limited
    partnership/membership interests to the members pursuant to the
    applicant's operating agreement*\] has been duly authorized and such
    limited partnership interests are validly issued.

(d) Each person identified as a \[*limited partner in the agreement of
    limited partnership of the applicant/member in the applicant's
    operating agreement*\] has been duly admitted as a \[*limited
    partner/member*\] of the applicant.

(e) Each \[*limited partner/member*\] is obligated to contribute capital
    to the applicant in accordance with the terms of the capital
    contribution provisions of the applicant\'s \[*agreement of limited
    partnership/operating agreement*\].

(f) ***Limited partnership applicants, please add** \--* Under the laws
    of \[*state of organization*\], no limited partner of the applicant
    will be deemed to participate in the control of the business of the
    applicant nor will any limited partner become generally liable as a
    general partner for the debts and liabilities of the applicant
    solely by reason of the existence or exercise of the rights and
    powers granted to the limited partners in the applicant\'s agreement
    of limited partnership, and provided that a limited partner in fact
    does not participate in the control of the business of the
    applicant, the liability of such limited partner, in its capacity
    and by reason of its status as a limited partner of the applicant,
    under the laws of the state of organization of the applicant will be
    limited to an amount not in excess of such limited partner\'s
    capital contribution obligation as stated in the applicant\'s
    agreement of limited partnership (plus any other amounts identified
    in the opinion).

(g) The execution, delivery and performance of the applicant's
    \[*agreement of limited partnership/operating agreement*\] have been
    duly authorized and the applicant\'s \[*agreement of limited
    partnership/operating agreement*\] has been duly executed and
    delivered by the/each \[*general partner/managing member*\] of the
    applicant.

(h) The applicant\'s \[*agreement of limited partnership/operating
    agreement*\] constitutes a legal, valid and binding obligation of
    the/each \[*general partner/managing member*\] of the applicant,
    enforceable against the/each such \[*general partner/managing
    member*\] in accordance with its terms.

2\. **Securities/Investment Company Act Opinions.** All applicants must
also submit an opinion of counsel to the effect that the securities of
the applicant sold or proposed to be sold, as set forth in the license
application, are not required to be registered under the Securities Act
of 1933 and that the applicant is not required to register as an
investment company under the Investment Company Act of 1940, or, if
registration is required in either case, evidence satisfactory to SBA
that the applicant has complied with such requirements.

3\. **Tax Opinions.** If the applicant is a limited partnership or a
limited liability company, an opinion must be provided that the limited
partnership or limited liability company, as the case may be, will be
classified as a partnership for federal income tax purposes, and stating
that the limited partnership or limited liability company, as the case
may be, is not a publicly-traded partnership, as defined in Section 7704
of Internal Revenue Code.

4\. **Form of Opinion**

(a) The opinions required must be rendered by independent legal counsel
    for the applicant and may be rendered in one or more separate legal
    opinions. (*An applicant must notify its license analyst in the
    event that the legal firm rendering such opinions and/or any member
    of such legal firm has invested, or intends to invest in the
    applicant.*)

(b) Opinions with respect to state law must be rendered by counsel
    licensed to practice law in such state (other than Delaware, in
    which case SBA will accept opinions on Delaware state law from
    counsel who are not licensed in Delaware), unless the SBA
    specifically approves otherwise.

(c) Each opinion must be specifically addressed to the SBA and may also
    be addressed to other parties.

(d) The opinion or opinions must be submitted to the SBA for approval
    along with the license application and an executed copy of the
    opinion(s) in the form approved by SBA must be submitted before SBA
    can take any licensing action.

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5.  **Assumptions, Exceptions and Qualifications.**

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(a) Any assumptions on which an opinion is based must be specifically
    identified.

(b) Any exceptions and/or qualifications taken with respect to an
    opinion must be specifically enumerated, and where an exception
    relates to specific provisions of an agreement counsel should
    identify the provisions of the agreement to which the exception
    relates.

(c) Counsel must identify in which states they are members of the bar
    and the states to which their opinion relates, if different.

**EXHIBIT S**

**MANAGEMENT SERVICES AND OTHER AGREEMENTS**

***INSTRUCTIONS***

Submit this Exhibit S with the initial application submission, to the
extent that documents are available. You must submit this Exhibit S in
final form by the date specified by SBA. These documents must be
acceptable to SBA and signed before the RBIC will be licensed.

If the RBIC plans to employ an investment advisor/manager as permitted
by 7 CFR 4290.510, please attach a copy of the management agreement.
Also, attach any side letters or other special agreements that the RBIC
has negotiated with its general partner, managing member, investment
advisor/manager, limited partners, or any other entities or individuals.

If the RBIC will not employ a separate investment advisor/manager,
please provide a statement to that effect on this page.

**EXHIBIT T**

**BANK LETTER**

## ***INSTRUCTIONS***

**[Do not submit this Exhibit T with the initial application
submission.]{.underline}** You must submit this Exhibit T in final form
by the date specified by SBA. This document must be acceptable to SBA
and signed before the RBIC will be licensed.

Attach a letter or letters addressed to SBA from the institutions(s) or
custodian(s) as evidence that unencumbered cash or permitted investments
of idle funds as defined in 7 CFR §4290.530(a) are on deposit in the
account(s) of the RBIC. The funds evidenced by these letters must match
the amounts in table T1. The letters must be signed by senior officers
of the institution, and must be addressed to SBA and *must contain the
following language* evidencing the deposit of funds to the RBIC's
account:

> \"This certifies that there is on deposit in the name of \[RBIC\] the
> sum of \[\$\]. This institution has no right, written or otherwise, to
> restrict the use of or the withdrawal of funds from this account, or
> to apply the funds in this account against any indebtedness owed to
> it; and it has no knowledge of any agreements with other parties
> restricting the right of withdrawal from, or concerning the use of,
> the funds in this account."

  ------------------------------------------------------------------------
  **Table T1**                                
  --------------------------- --------------- ----------------------------
  **Description (cash on      **Amount**      **Custodian or Where
  deposit, U.S. Treasury                      Located**
  bill, etc.)**                               

                                              

                                              

                                              

  **Total**                                   
  ------------------------------------------------------------------------

  -----------------------------------------------------------------------
  **Description**                                           **Amount**
  --------------------------------------------------------- -------------
  Cash and cash equivalents (per bank letter(s))            \$

  Pre-Licensing Investments Made (per Exhibit M, Table M5)  \$

  Cash Paid for Organizational and Management Expenses      \$
  Approved by SBA (from Exhibit W)                          

  Other reconciling items (identify and explain)            \$

  **Total Paid-In Capital (per Exhibit M, Table M1E)**      \$
  -----------------------------------------------------------------------

  -----------------------------------------------------------------------
  **Table T3 -- Secured Third Party Debt**
  -----------------------------------------------------------------------
  If the applicant has secured third party debt, provide the name,
  address, phone number and email address of the contact person at the
  entity that has provided the loan, and give the details of the amount,
  the terms of the debt and the nature of the collateral.

  -----------------------------------------------------------------------

**EXHIBIT U**

**LEGAL DOCUMENT CERTIFICATION**

**INSTRUCTIONS**

The following Certification concerning the Applicant\'s legal documents
must be completed and signed by either a principal of the Applicant or
Applicant\'s legal counsel and submitted with the Applicant\'s final,
fully-executed legal documents prior to SBA\'s and USDA's approval of
the Applicant\'s license application.

**REPRESENTATION**

I hereby represent and warrant to the United States Small Business
Administration ("SBA") and to the United States Department of
Agriculture ("USDA") that the following documents listed below, all of
which have been fully-executed by all parties to such documents and
attached to this letter, are unchanged from the versions of such
documents approved by the SBA in processing \[NAME OF RBIC
APPLICANT\]\'s application for a Rural Business Investment Company
license.

  -----------------------------------------------------------------------
  **List of documents**

  -----------------------------------------------------------------------

  ------------- -------------------------- ------------ ------ ----------------
  Printed Name                             Title/Role          

  Signature                                             Date   
  ------------- -------------------------- ------------ ------ ----------------

**EXHIBIT V**

**DISCUSSION OF ISSUES FOR PUBLIC RBICS**

  ----------------------------------------------------------- -----------
  If not applicable, insert "X"                              

  ----------------------------------------------------------- -----------

(If the box above is checked, delete everything that follows in this
Exhibit, including this instruction.)

***INSTRUCTIONS***

You must submit this Exhibit U with the initial application submission.

Fully discuss all of the following issues. The discussion of the issues
in this exhibit must be as complete as possible, both from a business
and from a legal standpoint.

V1. At what point in the RBIC's life would you expect to go public?

V2. Explain your anticipated resolution of the differences between the
valuation requirements of the SEC (or state regulators) for publicly
traded investment companies and the valuation policy for the SBIC
program, Valuation Guidelines for SBICs issued by SBA (see
[www.sba.gov/INV/valuation.pdf](http://www.sba.gov/INV/valuation.pdf)).

V3. Explain fully any anticipated transfers of funds between the RBIC
and other entities.

V4. As relevant, explain co-investment strategies between entities.

V5. Distribution policies.

> V5.1 Are you planning to elect to be taxed as a regulated investment
> company pursuant to section 851 of the Internal Revenue Code.
>
> V5.2 Discuss fully your proposed distribution policies.
>
> V5.3 Discuss fully the integration of various SEC and tax laws, as
> well as state securities laws, regarding distributions from investment
> companies with USDA regulations governing distributions and returns of
> capital. (See 7 CFR 4290.585.)

V6. Discuss the implications for your RBIC, especially as it relates to
persons making investments through an IPO, regarding the historical
record that most publicly traded closed-end investment companies trade
at a substantial discount to their net asset value.

**EXHIBIT W**

**APPROVAL OF ORGANIZATIONAL & MANAGEMENT EXPENSES**

## ***INSTRUCTIONS***

**[Do not submit this Exhibit W with the initial application
submission.]{.underline}** You must submit this Exhibit W in final form
by the date specified by SBA. These documents must be acceptable to SBA
and signed before the RBIC will be licensed.

You must use Exhibit W to request the approval of expenditures for (1)
organizational expenses incurred before licensing, (2) for Management
Expenses during the licensing process (see §4290.520) and (3) Non-Cash
Capital Contributions (see §108.230(d)) incurred after selection but
before licensing as a RBIC. SBA will use this form to approve amounts
you have incurred or anticipate incurring before final approval. Attach
supporting schedules detailing all expenses summarized in Tables W1, W2
and W3 of this Exhibit W. Indicate the detailed expenses from the
summarized Tables W1 and W2 that you will reimburse to principals of the
RBIC.

***REQUEST FOR APPROVAL OF ORGANIZATIONAL EXPENSES***

+----------------------------+-------+------+---+---+-------+-------+
| W1 Organizational Expenses |       |      |   |   |       |       |
+----------------------------+-------+------+---+---+-------+-------+
| Sources                    | From  | Thr  | A |   | A     | A     |
|                            |       | ough | m |   | mount | mount |
| (e.g.,                     | Date  | Date | o |   | Paid  | Proj  |
| Counse                     |       |      | u |   |       | ected |
| l/Accountants/Consultants) |       |      | n |   |       |       |
|                            |       |      | t |   |       |       |
| Identify by Name           |       |      | A |   |       |       |
|                            |       |      | c |   |       |       |
|                            |       |      | c |   |       |       |
|                            |       |      | r |   |       |       |
|                            |       |      | u |   |       |       |
|                            |       |      | e |   |       |       |
|                            |       |      | d |   |       |       |
+----------------------------+-------+------+---+---+-------+-------+
|                            |       |      | \ |   | \$    | \$    |
|                            |       |      | $ |   |       |       |
+----------------------------+-------+------+---+---+-------+-------+
|                            |       |      | \ |   | \$    | \$    |
|                            |       |      | $ |   |       |       |
+----------------------------+-------+------+---+---+-------+-------+
|                            |       |      | \ |   | \$    | \$    |
|                            |       |      | $ |   |       |       |
+----------------------------+-------+------+---+---+-------+-------+
| Subtotals                  |       |      | \ |   | \$    | \$    |
|                            |       |      | $ |   |       |       |
+----------------------------+-------+------+---+---+-------+-------+
| Requested Amount of        |       |      |   | \ |       |       |
| Organizational Expenses    |       |      |   | $ |       |       |
+----------------------------+-------+------+---+---+-------+-------+

The RBIC asks that SBA approve the requested amount of organizational
expenses to be included in Regulatory and Leverageable Capital upon
being licensed.

  ------------- ------------------------------------ ------ ----------------
  Typed Name                                                

  Signature                                          Date   
  ------------- ------------------------------------ ------ ----------------

  ------------- ------------------------- ---------- ------ ---------------
  SBA Name                                Amount            \$
                                          Approved          

  Signature                                          Date   
  ------------- ------------------------- ---------- ------ ---------------

***REQUEST FOR APPROVAL OF MANAGEMENT EXPENSES***

+----------------------------+-------+------+---+---+-------+-------+
| W2 Management Expenses     |       |      |   |   |       |       |
+----------------------------+-------+------+---+---+-------+-------+
| Source                     | From  | Thr  | A |   | A     | A     |
|                            |       | ough | m |   | mount | mount |
| (salaries, office          | Date  | Date | o |   | Paid  | Proj  |
| expenses, travel, etc.)    |       |      | u |   |       | ected |
|                            |       |      | n |   |       |       |
|                            |       |      | t |   |       |       |
|                            |       |      | A |   |       |       |
|                            |       |      | c |   |       |       |
|                            |       |      | c |   |       |       |
|                            |       |      | r |   |       |       |
|                            |       |      | u |   |       |       |
|                            |       |      | e |   |       |       |
|                            |       |      | d |   |       |       |
+----------------------------+-------+------+---+---+-------+-------+
|                            |       |      | \ |   | \$    | \$    |
|                            |       |      | $ |   |       |       |
+----------------------------+-------+------+---+---+-------+-------+
|                            |       |      | \ |   | \$    | \$    |
|                            |       |      | $ |   |       |       |
+----------------------------+-------+------+---+---+-------+-------+
|                            |       |      | \ |   | \$    | \$    |
|                            |       |      | $ |   |       |       |
+----------------------------+-------+------+---+---+-------+-------+
| Subtotals                  |       |      | \ |   | \$    | \$    |
|                            |       |      | $ |   |       |       |
+----------------------------+-------+------+---+---+-------+-------+
| Requested Amount of        |       |      |   | \ |       |       |
| Management Expenses        |       |      |   | $ |       |       |
+----------------------------+-------+------+---+---+-------+-------+

The RBIC asks that SBA approve the requested amount of Management
Expenses to be included within Regulatory and Leverageable Capital upon
being licensed.

  ------------- ------------------------------------ ------ ----------------
  Typed Name                                                

  Signature                                          Date   
  ------------- ------------------------------------ ------ ----------------

  ------------- ------------------------- ---------- ------ ---------------
  SBA Name                                Amount            \$
                                          Approved          

  Signature                                          Date   
  ------------- ------------------------- ---------- ------ ---------------

***REQUEST FOR APPROVAL OF NON-CASH CAPITAL CONTRIBUTIONS***

+-----------------------+-----------------------+---+---+------+------+
| W3 Non-Cash Capital   |                       |   |   |      |      |
| Contributions         |                       |   |   |      |      |
+-----------------------+-----------------------+---+---+------+------+
| Paid By               | Nature of Non-Cash    | F |   | Thr  | Am   |
|                       |                       | r |   | ough | ount |
| (Name)                | Contribution          | o |   | Date | Paid |
|                       |                       | m |   |      |      |
|                       |                       |   |   |      |      |
|                       |                       | D |   |      |      |
|                       |                       | a |   |      |      |
|                       |                       | t |   |      |      |
|                       |                       | e |   |      |      |
+-----------------------+-----------------------+---+---+------+------+
|                       |                       |   |   |      | \$   |
+-----------------------+-----------------------+---+---+------+------+
|                       |                       |   |   |      | \$   |
+-----------------------+-----------------------+---+---+------+------+
|                       |                       |   |   |      | \$   |
+-----------------------+-----------------------+---+---+------+------+
| Subtotal              |                       |   |   |      | \$   |
+-----------------------+-----------------------+---+---+------+------+
| Requested Amount of   |                       |   | \ |      |      |
| Non-Cash Capital      |                       |   | $ |      |      |
| Contributions to be   |                       |   |   |      |      |
| added to Regulatory   |                       |   |   |      |      |
| Capital               |                       |   |   |      |      |
+-----------------------+-----------------------+---+---+------+------+

The RBIC asks that SBA approve the requested amount of Non-Cash Capital
Contributions to be included within Regulatory and Leverageable Capital
upon being licensed.

  ------------- ------------------------------------ ------ ----------------
  Typed Name                                                

  Signature                                          Date   
  ------------- ------------------------------------ ------ ----------------

  ------------- ------------------------- ---------- ------ ---------------
  SBA Name                                Amount            \$
                                          Approved          

  Signature                                          Date   
  ------------- ------------------------- ---------- ------ ---------------

## **EXHIBIT X**

## **Visual Representation of Targeted RURAL Areas** 

## ***INSTRUCTIONS***

You must submit this Exhibit X with the initial application submission.
You must use the mapping software on SBA's website at
<http://www.sba.gov/INV/RBIC> to visually present the Rural Areas in
which you intend to target your investing and Operational Assistance
activities, as required by Question 208 of SBA Form 2241, Part I, MAQ.
Multiple maps may be required to adequately identify those Rural Areas.

## **EXHIBIT Y**

## **operational assistance (OA) Grant** 

## **budget and Certifications**

## ***INSTRUCTIONS***

You must submit this Exhibit X with the initial application submission.
These documents must be acceptable to SBA and signed before the RBIC
will be licensed.

Standard Forms can be downloaded in PDF by clicking on the links
provided below. If you don\'t have the free reader software, go to
<http://www.adobe.com/products/acrobat/readstep.html>.

Documents you are required to complete and submit are the following:

1.  SF424, Application for Federal Assistance
    **\[**<http://www.whitehouse.gov/omb/grants/sf424.pdf>**\]**

2.  SF424A, Budget Information
    **\[**<http://www.whitehouse.gov/omb/grants/sf424a.pdf>**\]**

3.  Appendix A, Supplement to SF 424A, Section F, Other Budget
    Information, together with a supporting narrative justification

4.  SF424B, Assurances -- Non-Construction Programs
    **\[**<http://www.whitehouse.gov/omb/grants/sf424b.pdf>**\]**

> 5\. Appendix B, Supplement to SF 424B, SBA Assurances and
> Certifications

**Appendix A**

#### Supplement to SF 424A, Section F

**Other Budget Information**

***INSTRUCTIONS FOR PERSONAL SERVICES AND FRINGE BENEFITS WORKSHEET***

1\. Personnel

-   Enter in Column 1 the annual (12 months) salary rate for each key
    position referred to in the narrative, which will be filled for all
    or any part of the year by an incumbent working on the project. This
    rate may not be more than that paid by the grantee to other
    employees in comparable positions or, if the grantee has no
    comparable positions, the rate may not be more than that paid for
    such services elsewhere in the community.

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-   Enter in column 2 the number of months the position will be filled
    by an incumbent working on the project.

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```
-   Enter in Column 3 the percent of time or effort the incumbent will
    devote to the project during the number of months shown in Column 2.

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-   Enter in Column 4 the total amount required, as computed from the
    information shown in Columns 1 through 3. Use the following formula:

+--------------+---+----------------+---+--------------+---+--------------+
| Annual       | X | [No. of        | X | Percent of   | = | Total Amount |
| Salary       |   | Month          |   | Time         |   | Required     |
|              |   | s]{.underline} |   |              |   |              |
|              |   |                |   |              |   |              |
|              |   | 12 Months      |   |              |   |              |
+--------------+---+----------------+---+--------------+---+--------------+

<table>
<colgroup>
<col style="width: 35%" />
<col style="width: 14%" />
<col style="width: 1%" />
<col style="width: 1%" />
<col style="width: 12%" />
<col style="width: 1%" />
<col style="width: 1%" />
<col style="width: 12%" />
<col style="width: 2%" />
<col style="width: 1%" />
<col style="width: 14%" />
</colgroup>
<tbody>
<tr class="odd">
<td colspan="11">Personal Services and Fringe Benefits Worksheet
Examples</td>
</tr>
<tr class="even">
<td rowspan="2"><p>Personnel</p>
<p>(Name/Position)</p></td>
<td colspan="2">(1)</td>
<td colspan="3">(2)</td>
<td colspan="3">(3)</td>
<td colspan="2">(4)</td>
</tr>
<tr class="odd">
<td colspan="2"><p>Annual</p>
<p>Salary</p>
<p>Rate</p></td>
<td colspan="3"><p>Number</p>
<p>of</p>
<p>Months</p></td>
<td colspan="3"><p>Percent</p>
<p>of</p>
<p>Time</p></td>
<td colspan="2"><p>Total</p>
<p>Amount Required</p></td>
</tr>
<tr class="even">
<td><p>Jane Doe -</p>
<p>Fulltime Employee of Institution working 60% time on
project.</p></td>
<td colspan="2">$24K</td>
<td colspan="3">12</td>
<td colspan="3">60%</td>
<td colspan="2">$14.4K</td>
</tr>
<tr class="odd">
<td><em>Calculation</em></td>
<td><em>$24K</em></td>
<td colspan="2"><em>X</em></td>
<td><p><em><u>12</u></em></p>
<p><em>12</em></p></td>
<td colspan="2"><em>X</em></td>
<td><em>60%</em></td>
<td colspan="2"><em>=</em></td>
<td><em>$14.4K</em></td>
</tr>
<tr class="even">
<td><p>John Doe -</p>
<p>Summer Employee (3 months to be paid $1K per month) working 25% time
on project.</p></td>
<td colspan="2">$12K</td>
<td colspan="3">3</td>
<td colspan="3">25%</td>
<td colspan="2">$750</td>
</tr>
<tr class="odd">
<td><em>Calculation</em></td>
<td><em>$12K</em></td>
<td colspan="2"><em>X</em></td>
<td><p><em><u>3</u></em></p>
<p><em>12</em></p></td>
<td colspan="2"><em>X</em></td>
<td><em>25%</em></td>
<td colspan="2"><em>=</em></td>
<td><em>$750</em></td>
</tr>
</tbody>
</table>

2\. Fringe Benefits

> Enter in the parenthesis the fringe benefit rate applicable to
> employees of the institutions. In Column 4, enter the amount
> determined by applying the rate to the total of the salaries in Column
> 4 to which the rate applies.

3\. Option for Salary Detail Submission

> Institutions may require that the salary rates and amounts requested
> for individuals not be made available to SBA reviewing consultants. To
> do so, an additional copy of this page must also be submitted,
> complete in all respects, except that Columns 1 and 4 may be left
> blank.

**Supplement to SF 424A, Section F**

+--------------------+----------+--------+--------+--------+--------+
| Personal Services  |          |        |        |        |        |
| and Fringe         |          |        |        |        |        |
| Benefits Worksheet |          |        |        |        |        |
+--------------------+----------+--------+--------+--------+--------+
| Personnel          |          | \(1\)  | \(2\)  | \(3\)  | \(4\)  |
|                    |          |        |        |        |        |
| (Name/Position)    |          |        |        |        |        |
+--------------------+----------+--------+--------+--------+--------+
|                    |          | Annual | Number | P      | Total  |
|                    |          |        |        | ercent |        |
|                    |          | Salary | of     |        | Amount |
|                    |          |        |        | of     | Re     |
|                    |          | Rate   | Months |        | quired |
|                    |          |        |        | Time   |        |
+--------------------+----------+--------+--------+--------+--------+
|                    |          |        |        |        |        |
+--------------------+----------+--------+--------+--------+--------+
|                    |          |        |        |        |        |
+--------------------+----------+--------+--------+--------+--------+
|                    |          |        |        |        |        |
+--------------------+----------+--------+--------+--------+--------+
|                    |          |        |        |        |        |
+--------------------+----------+--------+--------+--------+--------+
|                    |          |        |        |        |        |
+--------------------+----------+--------+--------+--------+--------+
|                    |          |        |        |        |        |
+--------------------+----------+--------+--------+--------+--------+
|                    |          |        |        |        |        |
+--------------------+----------+--------+--------+--------+--------+
|                    |          |        |        |        |        |
+--------------------+----------+--------+--------+--------+--------+
|                    |          |        |        |        |        |
+--------------------+----------+--------+--------+--------+--------+
|                    |          |        |        |        |        |
+--------------------+----------+--------+--------+--------+--------+
|                    |          |        |        |        |        |
+--------------------+----------+--------+--------+--------+--------+
|                    |          |        |        |        |        |
+--------------------+----------+--------+--------+--------+--------+
|                    |          |        |        |        |        |
+--------------------+----------+--------+--------+--------+--------+
|                    |          |        |        |        |        |
+--------------------+----------+--------+--------+--------+--------+
|                    |          |        |        |        |        |
+--------------------+----------+--------+--------+--------+--------+
|                    |          |        |        |        |        |
+--------------------+----------+--------+--------+--------+--------+
| Total              |          |        |        |        | \$     |
+--------------------+----------+--------+--------+--------+--------+
| Fringe Benefits    | *(Rate)* | Total  |        |        |        |
| Rate               |          | Fringe |        |        |        |
|                    |          | Be     |        |        |        |
|                    |          | nefits |        |        |        |
+--------------------+----------+--------+--------+--------+--------+

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \_\_\_\_\_\_\_\_\_\_\_\_

(Signature) (Title) (Date)

**Supplement to SF 424A, Section F**

**Detailed Budget for Project and Budget Period**

+------------------------------------------------------+---------------+
| Direct Cost                                          | Totals        |
+------------------------------------------------------+---------------+
| Personal Services                                    | \$            |
|                                                      |               |
| *(Refer to Personal Services and Fringe Benefits     |               |
| Worksheet)*                                          |               |
+------------------------------------------------------+---------------+
| Fringe Benefits                                      | \$            |
|                                                      |               |
| *(Refer to Personal Services and Fringe Benefits     |               |
| Worksheet)*                                          |               |
+------------------------------------------------------+---------------+
| Consultants                                          | \$            |
|                                                      |               |
| *(Refer contractual agreements to Contractual        |               |
| Category)*                                           |               |
+------------------------------------------------------+---------------+
| Travel                                               | \$            |
+------------------------------------------------------+---------------+
| Equipment                                            | \$            |
+------------------------------------------------------+---------------+
| Supplies                                             | \$            |
+------------------------------------------------------+---------------+
| Contractual                                          | \$            |
+------------------------------------------------------+---------------+
| Other                                                | \$            |
+------------------------------------------------------+---------------+
| Total Direct Cost                                    | \$            |
+------------------------------------------------------+---------------+
| Indirect Cost                                        | **-0-**       |
+------------------------------------------------------+---------------+
| Profit/Fees                                          | **-0-**       |
+------------------------------------------------------+---------------+
| Total Allowable Budget                               | \$            |
+------------------------------------------------------+---------------+

NOTE: All costs approved on this budget must meet the tests of
necessity, reasonableness, allowability, and allocability in accordance
with applicable cost principles applicable to this award. All costs
charged to this project are subject to audit. Recipients are responsible
to insure proper management and financial accountability of federal
funds to preclude future costs disallowances.

> All categories [must]{.underline} be supported by narrative
> justification.

#### Appendix B

#### Supplement to SF424B

#### SBA Assurances and Certifications

The Applicant hereby assures and certifies that he/she will comply with
the regulations, policies, guidelines, and requirements including 13
C.F.R. Part 143; OMB Circulars A‑73, A‑87, A‑88, A‑89, A‑102, A‑110,
A‑122 (or any regulations which are later promulgated to supplement or
replace it), and A‑130, as appropriate and as they relate to the
application, acceptance and use of Federal funds for this federally
assisted project. Also the applicant assures and certifies with respect
to the grant/cooperative agreement that:

1.  It possesses legal authority to apply for the grant; that a
    resolution, motion or similar action has been duly adopted or passed
    as an official act of the applicant\'s governing body, authorizing
    the filing of the application, including all understandings and
    assurances contained therein, and directing and authorizing the
    person identified as the official representative of the application
    and to provide such additional information as may be required.

2\. It will comply with Title V1 of the Civil Rights Act of 1964 (P.L.
88‑352) and in accordance with Title V1 of that Act no person in the
United States shall, on the grounds of race, color, or national origin,
be excluded from participation in, be denied the benefits of, or be
otherwise subjected to discrimination under any program or activity for
which the applicant receives Federal assistance and will immediately
take any measures necessary to effectuate this agreement.

3\. It will comply with Title V1 of the Civil Rights Act of 1964 (42 USC
2000d) prohibiting employment discrimination where (1) the primary
purpose of a grant is to provide employment or (2) discriminatory
employment practices will result in unequal treatment of persons who are
or should be benefiting from the grant‑aided activity.

4\. It will comply with requirements of the provision of the Uniform
Relocation Assistance and Real Property Acquisition Act of 1970 (P.L.
91‑646) which provides for fair and equitable treatment of persons
displaced as a result of Federal and federally assisted programs.

5\. If it is a State or local governmental entity, that those of its
employees whose principal employment is in connection with an activity
which is financed in whole or in part by loans or grants made by the
United States or a Federal agency will comply with the relevant
provisions of the Hatch Act. See USC Sections 1501‑1503.

6\. It will comply with the minimum wage and maximum hours provisions of
the Federal Fair

> Labor Standard Act, as they apply to hospital and educational
> institution employees of State and local governments.

7\. It will establish safeguards to prohibit employees from using their
positions for a purpose that is or gives the appearance of being
motivated by a desire for a private gain for themselves, or others,
particularly those with whom they have family, business, or other ties.

8\. It will give the grantor agency or the Comptroller General through
any authorized representative the access to and the right to examine all
records, books, papers, or documents related to the grant.

9\. It will comply with all requirements imposed by the Federal grantor
agency concerning special requirements of law, program requirements, and
other administrative requirements approved in accordance with Office of
Management and Budget Circulars A‑102, A‑110, and A‑122 (and any
regulations which are later promulgated to supplement or replace it), 13
C.F.R. Part 143 as appropriate.

10\. This application does not propose any activities that would involve
human beings who might be considered subjects, human material, or
personal data from primary or secondary sources.

11\. This is to hereby certify that this project does not have an effect
on the environment such as on the following areas: natural resources,
pollution, populations, and any adverse effect through the delivery of
services.

12\. This is to hereby acknowledge that the U.S. Small Business
Administration has a royalty‑free, nonexclusive and irrevocable license
to reproduce, publish, or otherwise use, and to authorize others to use
any copyrighted materials and reports which shall have been developed
under this grant. The recipient also, hereby agrees to notify and
provide three copies of any copyrighted materials developed under this
grant to the Small Business Administration.

13\. This hereby certifies that applicant possesses adequate grant
management capabilities as required by OMB circulars and SBA Federal
Assistance Administration Regulations and Guidelines in all of the
following areas: fiscal administration, facilities management,
management information, personnel, planning and budget, procurement and
property management.

14. This hereby certifies that applicant meets the standards for fund
    control and accountability as prescribed in 13 C.F.R. part 143 or
    OMB Circulars A‑102, A‑110, and A‑122 (or any regulations which are
    later promulgated to supplement or replace it) as appropriate in
    accordance with the legal status of the applicant\'s organizational
    status and has established or can demonstrate the willingness and
    ability to establish procedures that will minimize the time elapsing
    between the transfer of funds from the Treasury and their
    disbursement by the grantee if advance payment procedures are used.

15\. It will ensure that the facilities under its ownership, lease or
supervision which shall be utilized in the accomplishment of the project
are not listed on the Environmental Protection Agency\'s (EPA) list of
Violating facilities and that it will notify the Federal grantor agency
of the receipt of any communication from the Director of the EPA Office
of Federal Activities indicating that a facility to be used in the
project is under consideration from listing by the EPA.

16\. It will comply with the flood insurance purchase requirements of
Section 102(a) of the Flood Disaster Insurance Act of 1973, Public Law
93‑234, 87 Stat. 975, approved December 31, 1976. Section 102(a)
requires, on and after March 2, 1975, the purchase of flood insurance in
communities where such insurance is available as a condition for the
receipt of any Federal financial assistance for construction or
acquisition purposes for use in any area that has been identified by the
Secretary of the Department of Housing and Urban Development as an area
having flood hazard.

> The phrase \"Federal financial assistance\" includes any form of loan,
> grant, guaranty, insurance payment, rebate, subsidy, disaster
> assistance loan or grant, or any other form of direct or indirect
> Federal assistance.

17\. It will assist the Federal grantor agency in its compliance with
Section 106 of the National Historic Preservation Act of 1966 as amended
(16 U.S. C. 4 70), Executive Order 11593, and the Archeological and
Historic Preservation Act of 1966 (16 U.S. C. 469a‑1 et seq.) by (a)
consulting with the State Historic Preservation Officer on the conduct
of investigations, as necessary, to identify properties listed in or
eligible for inclusion in the National Register of Historic places that
are subject to adverse effects (see 36 CFR Part 800.8) by the activity,
and notify the Federal grantor agency of the existence of any such
properties, and by (b) complying with all requirements established by
the Federal grantor agency to avoid or mitigate adverse effects upon
such properties.

18\. It will comply with the requirements which provide that no person
in the United States shall, on the basis of sex, be excluded from
participation in, be denied the benefits of, or be subjected to the
discrimination under any activity receiving Federal financial
assistance.

19\. It will comply with P.L. 93‑112 and P.L. 93‑516 which provide that
no otherwise qualified handicapped individual in the United States
shall, solely by reason of his handicap, be excluded from participation
in, be denied the benefits of, or be subjected to discrimination under
any activity receiving Federal financial assistance.

20\. It will comply with P.L. 94‑135 which provides that no person in
the United States shall, on the basis of age, be excluded from
participation in, be denied the benefits of, or be subjected to
discrimination under any activity receiving Federal financial
assistance.

21\. Certification regarding debarment, suspension, and other
responsibility matters: primary covered transactions.

**Certification Regarding Debarment, Suspension and Other**

#### Responsibility Matters ‑ Primary Covered Transactions

***[INSTRUCTIONS FOR CERTIFICATION]{.underline}***

a\. By signing and submitting this proposal, the prospective primary
participant is providing the certification set out below.

b\. The inability of a person to provide the certification required
below will not necessarily result in the denial of participation in this
covered transaction. The prospective participant shall submit an
explanation of why it cannot provide the certification set out below.
The certification or explanation will be considered in connection with
the department or agency\'s determination whether to enter into this
transaction. However, failure of the prospective primary participant to
furnish a certification or an explanation shall disqualify such person
from participation in this transaction.

c\. The certification in this clause is a material representation of
fact upon which reliance was placed when the department or agency
determined to enter into this transaction. If it is later determined
that the prospective primary participant knowing rendered an erroneous
certification, in addition to other remedies available to the Federal
Government, the department or agency may terminate this transaction for
cause or default.

d.  The prospective primary participant shall provide immediate written
    notice to the department or agency to whom this proposal is
    submitted if at any time the prospective primary participant learns
    that its certification was erroneous when submitted or has become
    erroneous by reason of changed circumstances.

e.  The terms \"covered transactions," \"debarred," \"suspended,"
    \"ineligible," \"lower tier covered transaction," \"participant,"
    \"person," \"primary covered transaction," \"principal,"
    \"proposal," and \"voluntarily excluded," as used in this clause,
    have the meanings set out in the Definitions and Coverage sections
    of the rules implementing Executive Order 12549. You may contact the
    department or agency to which this proposal is being submitted for
    assistance in obtaining a copy of those regulations (13 CFR Part
    145).

f.  The prospective primary participant agrees by submitting this
    proposal that, should the proposed covered transaction be entered
    into, it shall not knowingly enter into any lower tier covered
    transaction with a person who is debarred, suspended, declared
    ineligible, or voluntarily excluded from participation in this
    covered transaction, unless authorized by the department or agency
    entering into this transaction.

g.  The prospective primary participant further agrees by submitting
    this proposal that it will include the clause titled \"Certification
    Regarding Debarment, Suspension, Ineligibility and Voluntary
    Exclusion‑Lower Tier Covered Transaction, \" provided by the
    department or agency entering into this covered transaction, without
    modification, in all lower tier covered transactions and in all
    solicitations for lower tier covered transactions.

h.  A participant in a covered transaction may rely upon a certification
    of a prospective participant in a lower tier covered transaction
    that it is not debarred, suspended, ineligible, or voluntarily
    excluded from the covered transaction, unless it knows that the
    certification is erroneous. A participant may decide the method and
    frequency by which it determines the eligibility of its principals.
    Each participant may, but is not required to, check the
    Nonprocurement List.

i.  Nothing contained in the foregoing shall be construed to require
    establishment of a system of records in order to render in good
    faith the certification required by this clause. The knowledge and
    information of a participant is not required to exceed that which is
    normally possessed by a prudent person in the ordinary course of
    business dealings

j.  Except for transactions authorized under paragraph "f." of these
    instructions, if a participant in a covered transaction knowingly
    enters into a lower tier covered transaction with a person who is
    suspended, debarred, ineligible, or voluntarily excluded from
    participation in this transaction, in addition to other remedies
    available to the Federal Government, the department or agency may
    terminate this transaction for cause or default.

**Certification**

**Regarding Debarment, Suspension, and Other Responsibility Matters­**

**Primary Covered Transactions**

\(1\) The prospective primary participant certifies to the best of its
knowledge and belief, that it and its principals:

(a) are not presently debarred, suspended, proposed or for debarment,
    declared ineligible, or voluntarily excluded from covered
    transactions by any Federal department or agency;

(b) have not within a three‑year period preceding this application been
    convicted of or had a civil judgment rendered against them for
    commission of fraud or a criminal offense in connection with
    obtaining, attempting to obtain, or performing a public (Federal,
    State or local) transaction or contract under a public transaction;
    violation of Federal or State antitrust statutes or commission of
    embezzlement, theft, forgery, bribery, falsification or destruction
    of records, making false statements, or receiving stolen property;

(c) are not presently indicted for or otherwise criminally or civilly
    charged by a governmental entity (Federal, State or local) with
    commission of any of the offenses enumerated in paragraph (1)(b) of
    this certification; and

(d) have not within a three‑year period preceding this application had
    one or more public transactions (Federal, State or local) terminated
    for cause or default.

\(2\) Where the prospective primary participant is unable to certify to
any of the statements in his certification, such prospective primary
participant shall attach an explanation to this proposal.

22\. Certification regarding debarment, suspension, ineligibility and

voluntary exclusion: lower tier covered transactions.

#### Certification

**Regarding Debarment, Suspension, Ineligibility and Voluntary
Exclusion**

#### Lower Tier Covered Transactions

***INSTRUCTIONS FOR CERTIFICATION***

a.  By signing and submitting this proposal, the prospective lower tier
    participant is providing the certification set out below.

b.  The certification in this clause is a material representation of
    fact upon which reliance was placed when this transaction was
    entered into. If it is later determined that the prospective lower
    tier participant knowingly rendered an erroneous certification, in
    addition to other remedies available to the Federal Government, the
    department or agency with which this transaction originated may
    pursue available remedies, including suspension andlor debarment.

c.  The prospective lower tier participant shall provide immediate
    written notice to the person to which this proposal is submitted if
    at any time the prospective lower tier participant learns that its
    certification was erroneous when submitted or has become erroneous
    by reason of changed circumstances.

d.  The terms \"covered transaction," \"debarred," \"suspended,"
    \"ineligible," \"lower tier covered transaction," \"participant,"
    \"person," \"primary covered transaction," \"principal,"
    \"proposal," and voluntarily excluded," as used in this clause, have
    the meanings set out in the definitions and Coverage sections of the
    rules implementing Executive Order 12549. You may contact the person
    to which this proposal is submitted for assistance in obtaining a
    copy of those regulations (13 CFR Part 145).

e.  The prospective lower tier participant agrees by submitting this
    proposal that, should the proposed covered transaction be entered
    into, it shall not knowingly enter into any lower tier covered
    transaction with a person who is debarred, suspended, declared
    ineligible, or voluntarily excluded from participation in this
    covered transaction, unless authorized by the department or agency
    with which this transaction originated.

f.  The prospective lower tier participant further agrees by submitting
    this proposal that it will include the clause title \"Certification
    Regarding Debarment, Suspension, Ineligibility and Voluntary
    Exclusion‑Lower Tier Covered Transactions," without modification, in
    all lower tier covered transactions and in all solicitations for
    lower tier covered transactions.

g.  A participant in a covered transaction may rely upon a certification
    of a prospective participant in a lower tier covered transaction
    that it is not debarred, suspended, ineligible, or voluntarily
    excluded from the covered transaction, unless it knows that the
    certification is erroneous. A participant may decide the method and
    frequency by which it determines the eligibility of its principals.
    Each participant may, but is not required to, check the
    Nonprocurement List.

h.  Nothing contained in the foregoing shall be construed to require
    establishment of a system of records in order to render in good
    faith the certification required by this clause. The knowledge and
    information of a participant is not required to exceed which is
    normally possessed by a prudent person in the ordinary course of
    business dealings.

i.  Except for transactions authorized under paragraph 5 of these
    instructions, if a participant in a covered transaction knowingly
    enters into a lower tier covered transaction with a person who is
    suspended, debarred, ineligible, or voluntarily excluded from
    participation in this transaction, in addition to other remedies
    available to the Federal Government, the department or agency with
    which this transaction originated may pursue available remedies,
    including suspension and/or debarment.

**Certification**

**Regarding Debarment, Suspension, Ineligibility and Voluntary
Exclusion­**

**Lower Tier Covered Transactions**

(1) The prospective lower tier participant certifies, by submission of
    this proposal, that either it nor its principals are presently
    debarred, suspended, proposed of debarment, declared ineligible, or
    voluntarily excluded from participation in this transaction by any
    Federal department or agency.

(2) Where the prospective lower tier participant is unable to certify to
    any of the statements in this certification, such prospective
    participant shall attach an explanation to this proposal.

23\. Certification Regarding Compliance with Section 5153 of the
Drug‑Free Workplace Act of 1988, Public Law 100‑690, Title V, Subtitle D

> By signing and submitting this proposal, the participant is providing
> the certification set out below.
>
> a\. The participant hereby certifies that it will provide a drug‑free
> workplace by.

(1) publishing a statement notifying employees that the unlawful
    manufacture, distribution, dispensing, possession, or use of a
    controlled substance is prohibited in the applicant\'s workplace and
    specifying the actions that will be taken against employee for
    violations of such prohibition;

(2) establishing a drug‑free awareness program to inform employees
    about:

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```
(i) the dangers of drug abuse in the workplace;

(ii) the grantee\'s policy of maintaining a drug‑free workplace;

(iii) any available drug counseling, rehabilitation, and employee
      assistance program; and

(iv) the penalties that may be imposed upon employees for drug abuse
     violations occurring in the workplace;

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(3) making it a requirement that each employee to be engaged in the
    performance of the grant be given a copy of the statement required
    by subparagraph (A);

(4) notifying the employee in the statement required by subparagraph
    (A), that as a condition of employment in such grant, the employee
    will.

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```
(i) abide by the terms of the statement; and

(ii) notify the employer of any criminal drug use statute conviction for
     a violation occurring in the workplace no later than 5 days after
     such conviction;

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(5) notifying the granting agency within 10 days after receiving notice
    of a conviction under subparagraph (D)(ii from an employee or
    otherwise receiving actual notice of such conviction;

(6) taking one of the following actions, within 30 days of receiving
    notice under subparagraph (D)(ii), with respect to any employee who
    is so convicted:

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(i) taking appropriate personnel action against such an employee, up to
    and including termination; or

(ii) requiring such employee to participate satisfactorily in a drug
     abuse assistance or rehabilitation program approved for such
     purposes by a Federal, State, or local health, law enforcement, or
     other appropriate agency;

> \(7\) making a good faith effort to continue to maintain a drug‑free
> workplace through implementation of subparagraphs (A), (B), (C), (E),
> (F), and (G).
>
> The grantee shall insert in the space provided below the site(s) for
> the performance of work done in connection with the specific grant:

Place of Performance (Street Address, City, County, State and Zip Code)

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

b.  The participant hereby certify that, as a condition of this grant,
    he/she will not engage in the unlawful manufacture, distribution,
    dispensing, possession, or use of controlled substance in conducting
    any activity with such grant.

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24. Certification regarding lobbying for contracts, grants, loans, and
    cooperative agreements:

**Certification**

**Regarding Lobbying** **for**

**Contracts, Grants, Loans, and Cooperative Agreements**

The undersigned certifies, to the best of his/her knowledge and belief,
that.

> \(a\) No Federal appropriated funds have been paid or will be paid, by
> or on behalf of the undersigned, to any person for influencing or
> attempting to influence an officer or employee of an agency, a Member
> of Congress, an officer or employee of Congress, or an employee of a
> Member of Congress in connection with the awarding of any Federal
> contract, the making of any Federal grant, the making of any Federal
> loan, the entering into of any cooperative agreement, and the
> extension, continuation, renewal, amendment, or modification of any
> Federal contract, grant, loan, or cooperative agreement.

(b) If any funds other than Federal appropriated funds have been paid or
    will be paid to any person for influencing or attempting to
    influence an officer or employee of any agency, a Member of
    Congress, an officer or employee of Congress, or an employee of a
    Member of Congress in connection with this Federal, contract, grant,
    loan, or cooperative agreement, the undersigned shall complete and
    submit Standard Form LLL, \"Disclosure Form to Report Lobbying," in
    accordance with its instructions. (Standard Form LLL-A is
    \"Continuation Sheet\" of Standard Form LLL).

(c) The undersigned shall require that the language of this
    certification be included in the award documents for all subaward of
    all tiers (including subcontracts, subgrants, and contracts under
    grants, loans, and cooperative agreements) and that all
    subrecipients shall certify and disclose accordingly.

> This certification is a material representation of fact upon which
> reliance was placed when this transaction was made or entered into.
> Submission of this certification is a prerequisite for making or
> entering into this transaction imposed by section 1352, title 3 1,
> U.S. Code. Any person who fails to file the required certification
> shall be subject to a civil penalty of not less than \$10,000 and not
> more than \$100,000 for each such failure.
>
> The participant also certifies that the information in these
> assurances and certifications in support of this proposal is correct
> to the best of his/her knowledge and belief and the filing of this
> application has been duly authorized.

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Legal Name of Participant

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

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Address

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Print Name and Title of Authorized Representative

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Signature of Authorized Representative Date signed

[^1]: An investor that plans on utilizing a dual commitment must refer
    to *Addendum to Exhibit M* for information and instructions on the
    use of dual commitments.

[^2]: Non‑cash contributions will not be accepted without the prior
    written approval of the SBA.

[^3]: For individuals, "net worth" does not include the value of any
    equity in his/her most valuable residence. For entities described in
    subsection 1(v) or 1(vi) of the definition of Institutional Investor
    in 7 CFR §4290.50, "net worth" means net assets available for
    benefits. If an investor with a net worth of more than \$10 million
    makes a significant investment in the Applicant, SBA may require
    additional financial information concerning such investor in order
    to include such investor's unfunded commitment as part of the
    Applicant's Regulatory Capital.

[^4]: If you are unsure or otherwise do not wish to certify that an
    investor is a "diversity investor," place an "N/A" in the column
    headed "*Diversity Investor*." See 7 CFR §4290.150(c).

[^5]: Indicate the position of the signatory (e.g., specific officer or
    manager title), the entity for which the signatory is signing and
    its relationship to Applicant.

[^6]: Trusts and IRAs are entities, not individuals, and trusts must be
    tax-exempt to qualify under subsection 1(vii). Any investor seeking
    to qualify as an Institutional Investor under subsection 1(xi) must
    obtain SBA's prior approval.

[^7]: Entity investors must list their business addresses. P.O. boxes
    are not acceptable addresses.

[^8]: Individual investors must list their primary residence. P.O. boxes
    are not acceptable addresses.

[^9]: Any Investor that does not meet the criteria for an Institutional
    Investor (see 7 CFR §4290.50) is considered an Other Investor for
    purposes of this Capital Certificate.

[^10]: Individuals must list their primary residence and entity
    investors must list their business address. P.O. boxes are not
    acceptable addresses.

[^11]: An investor that plans on utilizing a dual commitment must refer
    to *Addendum to Exhibit M* for information and instructions on the
    use of dual commitments.

[^12]: "Capital Returns" may occur as a result of a voluntary decrease
    in Regulatory Capital under 7 CFR §4290.585.

[^13]: The Management Ownership Diversity requirement applies to both
    Regulatory Capital and Leverageable Capital.

[^14]: Any decreases in Regulatory Capital require SBA approval.

[^15]: ^2\ 0^ For individuals, permanent residents of the United States
    means a lawful permanent resident of the United States under the
    immigration laws. For entities, permanent resident of the United
    States means an entity qualified to do business and maintaining a
    place of business in one or more states of the United States, the
    District of Columbia or U.S. Territories.