EX-4.2



 





Exhibit 4.2




Exhibit B to the Amended and Restated Operating Agreement

of Pzena Investment Management, LLC




EXCHANGE RIGHTS OF CLASS B MEMBERS




ARTICLE I




GENERAL PROVISIONS




     1.01. General. This Exhibit B is a part of the Amended and Restated Operating
Agreement of Pzena Investment Management, LLC, dated as of October ___, 2007 (the “Agreement”).
Capitalized terms used in this Exhibit B have the respective meanings given to them in Section 1.2
hereof or, if not defined therein, in Section 1.08 of the Agreement. Except as otherwise provided
herein, references to Sections in this Exhibit B shall be references to Sections of this Exhibit B.
In the event that the Company is dissolved pursuant to the Agreement, any exchange right provided
in this Exhibit B shall expire on the final distribution of the assets of the Company.



     1.02. Certain Definitions. As used in this Exhibit, the following terms shall have
the following meanings:



     “Annual Period” shall mean (a) the First Period and (b) each annual period beginning
on a date after the First Period and ending on an annual anniversary of the IPO Date.



     “Certificate” shall mean the Amended and Restated Certificate of Incorporation of
Pzena Inc., filed with the Secretary of State of the State of Delaware on October ___, 2007, as
thereafter amended from time to time.



     “Class A Shares” shall mean shares of Class A Common Stock of Pzena Inc.



     “Class B Shares” shall mean shares of Class B Common Stock of Pzena Inc.



     “Closing” has the meaning set forth in Section 2.4(a).



     “Closing Date” has the meaning set forth in Section 2.4(a).



     “Employee Member Group” has the meaning set forth in Section 2.2(a)(i).



     “Exchange” shall mean the exchange by a Class B Member of one or more Class B Units
for an equal number of Class A Shares pursuant to the provisions of this Exhibit B.



     “Exchange Date” has the meaning set forth in Section 2.3(a).



     “Exchange Notice” has the meaning set forth in Section 2.1(b).



     “Exchange Request” has the meaning set forth in Section 2.3.



 









 





     “First Effective Date” shall mean the first effective date of a registration statement
on Form S-3 filed by Pzena Inc.



     “First Period” shall mean the period commencing on the First Effective Date and ending
on the second anniversary of the IPO Date.



     “IPO Date” shall mean the date of the closing of the initial public offering of the
Class A Shares.



     “Registration Rights Agreement” shall mean the Resale and Registration Rights
Agreement, dated as of October ___, 2007, by and among Pzena Inc. and the Holders named on the
signature pages thereto.



ARTICLE II




EXCHANGE




     2.01. Exchange Dates; Exchange Notices.



          (a) The Managing Member shall establish one or more dates in each Annual Period as a date on
which the Class B Members shall be permitted to Exchange their Class B Units (such date, an
“Exchange Date”), provided that the Managing Member may, by notice to each Class B Member, postpone
any Exchange Date one or more times; provided, further, that if the Managing Member fails to
establish at least one Exchange Date during any Annual Period, the last Business Day of such Annual
Period shall be an Exchange Date. For the avoidance of doubt, the Managing Member may establish as
many Exchange Dates as it shall determine in its sole discretion.




          (b) The Managing Member shall provide, in respect of at least one (1) Exchange Date in each
Annual Period, a written notice (an “Exchange Notice”) to all Class B Members at least thirty (30)
calendar days prior to such Exchange Date. In respect of any other Exchange Date within such
Annual Period, the Managing Member may provide an Exchange Notice to one or more Class B Members
such number of days prior to such Exchange Date as the Managing Member may determine in its sole
discretion.




          (c) The Managing Member may permit, in writing or orally, one or more Class B Members to
submit Exchange Requests, such permission to be granted, withheld or granted on such terms and
conditions as determined by the Managing Member in its sole discretion.




     2.02. Permissible Exchanges by Class B Members.



          (a) Employee Members.




 









 









          (1) General Rule. Subject to Sections 2.2(a)(ii) and (iii), 2.2(c) and
2.5, during any Annual Period commencing on or following the First
Effective Date and until the date of termination of employment of an Employee
Member, each Employee Member and all Permitted Transferees of such Employee Member
(collectively, the “Employee Member Group”) shall be permitted collectively
to Exchange a number of vested Class B Units in an amount of up to fifteen percent
(15%) of the aggregate number of vested and unvested Class B Units held by such
Employee Member Group as of the first day of such Annual Period in which the
applicable Exchange occurs, provided that, in the event the members of an
Employee Member Group submit requests to Exchange a number of vested Class B Units
that is greater than the number permitted under this Section 2.2(a)(i) and such
members are unable to resolve any dispute among themselves as to the number of Class
B Units that each member may Exchange within five (5) Business Days of notice by the
Managing Member of such dispute, then each member of such Employee Member Group
shall be permitted to Exchange a number of vested Class B Units in an amount of up
to fifteen percent (15%) of the vested and unvested Class B Units held by such
member of such Employee Member Group as of the first Business Day of such Annual
Period.




          (2) Initial Managing Principals. Notwithstanding Section 2.2(a)(i) but
subject to Sections 2.2(c) and 2.5, during the period beginning on the day following
the date of termination of employment of an Initial Managing Principal and ending on
and including the third anniversary of such date, no Initial Managing Principal, nor
any Permitted Transferee of such Initial Managing Principal, may Exchange vested
Class B Units held by such Initial Managing Principal or such Permitted Transferee,
as the case may be. Thereafter, an Initial Managing Principal and his Permitted
Transferees shall be permitted to Exchange any or all of the vested Class B Units
held by such Initial Managing Principal and his Permitted Transferees.




          (3) Ordinary Employee Members. Notwithstanding Section 2.2(a)(i) but
subject to Sections 2.2(c) and 2.5, (A) during the period beginning on the day
following the date of termination of employment of an Ordinary Employee Member and
ending on and including the first anniversary of such date, no Ordinary Employee
Member, nor any Permitted Transferee of such Ordinary Employee Member, may Exchange
vested Class B Units held by such Ordinary Employee Member or such Permitted
Transferee, as the case may be and (B) beginning on the day following the first
anniversary of the date of termination of employment of an Ordinary Employee Member
and ending six months thereafter, if an Exchange Date occurs during such six month
period, an Ordinary Employee Member, and each Permitted Transferee of such Ordinary
Employee Member, shall be permitted to Exchange any number of vested Class B Units,
provided that, except as may be agreed in writing by the Managing Member,
such Ordinary Employee Member shall continue to hold throughout such period at least
twenty-five percent (25%) of the aggregate number of vested and unvested Class B
Units held by such Ordinary Employee Member and all Permitted Transferees of such
Ordinary Employee Member on the date of termination of employment of such Ordinary
Employee Member. Thereafter, an



 









 






Ordinary Employee Member and all Permitted Transferees of such Ordinary
Employee Member shall be permitted to Exchange any or all of the vested Class B
Units held by such Ordinary Employee Member and such Permitted Transferees.



          (b) Non-Employee Members. Subject to Sections 2.2(c) and 2.5, during any Annual
Period that begins on the First Effective Date and ends on the third anniversary of the IPO Date,
each Non-Employee Member shall be permitted to Exchange a number of vested Class B Units in an
amount up to fifteen percent (15%) of the aggregate number of vested and unvested Class B Units
held by such Non-Employee Member as of the first day of such Annual Period in which the applicable
Exchange occurs. Following the third anniversary of the date hereof, each Non-Employee Member
shall be permitted to Exchange any or all of the vested Class B Units held by such Non-Employee
Member on an applicable Exchange Date.




          (c) Exceptions. Notwithstanding Section 2.2(a) and (b), (i) following the First
Effective Date, the Managing Member may permit any Class B Member to exchange vested Class B units
in amounts exceeding those described in Section 2.2(a) and (b), which permission may be withheld,
delayed, or granted on such terms and conditions as the Managing Member may determine in its sole
discretion and (ii) in the event that the amount of income taxes payable by a member of an Employee
Member Group due to the grant or vesting of Class B Units, the exercise of options to acquire Class
B Units and/or the Exchange of Class B Units for Class A Shares (whether or not such member is or
was an employee of the Company Group at the time that such tax payment obligation arises) exceeds
the net proceeds such member would receive upon the sale of the Class A Shares issued to such
member in exchange for vested Class B Units pursuant to this Section 2.2(a), as reasonably
determined by the Managing Member based upon such reasonable simplifying assumptions as the
Managing Member may make, such member shall instead be entitled to Exchange for Class A Shares the
number of vested Class B Units such that the net proceeds from the sale of such Class A Shares
would enable such member to satisfy such tax obligations, as reasonably determined by the Managing
Member.




          (d) Restrictions on Class A Shares. Each Class B Member hereby acknowledges and
agrees that (i) neither the Company nor the Managing Member shall have any obligation to deliver
Class A Shares that have been registered under the Securities Act, and (ii) the Company reserves
the right on any Exchange Date to provide registered Class A Shares, unregistered Class A Shares or
any combination of thereof, as it may determine in its sole discretion. The Managing Member and
the Company reserve the right to cause certificates evidencing such Class A Shares to be imprinted
with legends as to restrictions on transfer that it may deem necessary or appropriate, including
legends as to applicable U.S. federal or state securities laws or other legal or contractual
restrictions and may require any Class B Member to which Class A Shares are to be distributed to
agree in writing (i) that such Class A Shares will not be transferred except in compliance with
such restrictions and (b) to such other matters as the Managing Member may deem reasonably
necessary or appropriate in light of applicable law and existing agreements.




          (e) Unvested Class B Units. For the avoidance of doubt, a Class B Member may not
Exchange any unvested Class B Units at any time.




 









 








     2.03. Exchange Request. Upon receiving the Exchange Notice or as permitted by the
Managing Member pursuant to Section 2.1(c), a Class B Member may submit a request to effect an
Exchange by delivering to the Company, not less than fourteen (14) calendar days prior to an
Exchange Date (or such lesser number of days as the Managing Member may permit in its sole
discretion), a written notice (the “Exchange Request”). An Exchange Request shall set
forth the number of Class B Units such Class B Member elects to exchange for Class A Shares at the
Closing on such Exchange Date. The Class B Member shall represent to each of the Company and the
Managing Member that such Class B Member owns the Class B Units to be delivered at such Closing
pursuant to Section 2.6, free and clear of all Liens, except as set forth therein, and, if there
are any Liens identified in the Exchange Request, such Class B Member shall covenant that such
Class B Member will deliver at the applicable Closing evidence reasonably satisfactory to the
Company and the Managing Member, that all such Liens have been released. An Exchange Request is
not revocable or modifiable, except with the written consent of the Managing Member and the Class B
Member that submitted the request.



     2.04. Closing Date.



          (a) If an Exchange Request has been timely delivered pursuant to Section 2.3, then, on the
next Exchange Date (as may be extended pursuant to this Section 2.4, the “Closing Date”),
the parties shall effect the closing (the “Closing”) of the transactions contemplated by
this Article II at the offices of Pzena Inc. at 120 West 45th Street, 20th
Floor, New York, New York 10036, or at such other time, at such other place, and in such other
manner, as the applicable parties to such Exchange shall agree in writing; provided,
however, that, except as may be determined otherwise by the Company in its sole discretion,
if an applicable Exchange Date falls on a day during which directors, officers or other employees
of Pzena Inc. or any of its affiliates are prohibited by the trading policies of Pzena Inc. from
disposing of equity securities of Pzena Inc., then with respect to all requested Exchanges, the
Closing Date shall instead be deemed to be the first Business Day after such Exchange Date that
such officers and directors are allowed to dispose of equity securities of Pzena Inc. pursuant to
the trading policies of Pzena Inc.




          (b) No Exchange shall be permitted (and, if attempted, shall be void ab initio) if, in the
good faith determination of the Managing Member, such an Exchange would pose a material risk that
the Company would be a “publicly traded partnership” as defined in Section 7704 of the Code.




     2.05. Closing Conditions.



          (a) The obligations of any of the parties to consummate an Exchange pursuant to this Article
II shall be subject to the conditions that there shall be no injunction, restraining order or
decree of any nature of any Governmental or Regulatory Authority that is then in effect that
restrains or prohibits the Exchange of Class B Units or the transfer of Class B Shares for
redemption.




          (b) The obligations of the Company and the Managing Member to consummate an Exchange pursuant
to this Article II with respect to a Class B Member Exchanging Class B Units at such Closing shall
be subject to the following conditions:




 









 









          (1) Such Class B Member shall have taken all actions reasonably requested by
Pzena Inc. to permit the automatic redemption, immediately following the Closing, of
a number of Class B Shares equal to the number of Class B Units being Exchanged by
such Class B Member at such Closing (including delivery to the Company of
certificates evidencing such number of Class B Shares and confirmation that any
Liens on such Class B Shares shall have been released); and




          (2) If such Class B Member is not a party to the Registration Rights Agreement,
such Class B Member shall have executed and delivered a counterpart signature page
of the Registration Rights Agreement.



          (c) The obligations of each Class B Member exchanging Class B Units at such Closing shall be
subject to the following conditions:





          (1) Pzena Inc. shall have taken all actions reasonably required to permit the
automatic redemption, immediately following the Closing, of a number of Class B
Shares held by such Class B Member equal to the number of Class B Units being
Exchanged by such Class B Member at such Closing; and




          (2) If such Class B Member is not a party to the Registration Rights Agreement,
Pzena Inc. shall have executed and delivered a copy of the Registration Rights
Agreement.



     2.06. Closing Deliveries. At each Closing, the Company, the Managing Member and each
Class B Member that has submitted an Exchange Request in respect of such Closing shall deliver the
following: 



          (a) each such Class B Member shall deliver an instrument of transfer, substantially in the
form of Annex A hereto or otherwise in form reasonably satisfactory to the Managing Member,
sufficient (i) to transfer to the Company the number of vested Class B Units set forth in the
Exchange Request of such Class B Member and (ii) in the case of an Employee Member, to affirm that
such Class B Member agrees to comply with the covenants contained in Section 5.07 and 5.08 of the
Agreement as may be applicable to such Employee Member at that time;




          (b) if applicable, each such Class B Member shall deliver evidence reasonably satisfactory to
the Company and the Managing Member, that all Liens on such Class B Member’s Class B Units
delivered pursuant to this Section 2.6 have been released;




          (c) the Managing Member shall deliver to the Company a certificate issued in the name of each
such Class B Member representing an amount of Class A Shares equal to the number of Class B Units
such Class B Member elected to Exchange; and




          (d) the Company shall deliver to each such Class B Member a certificate representing an amount
of Class A Shares equal to the number of such Class B Units such Class B Member elected to
Exchange.




 









 








     2.07. Expenses. Each party hereto shall bear such party’s own expenses in connection
with the consummation of any of the transactions contemplated hereby, whether or not any such
transaction is ultimately consummated.



     2.08. Termination of Class B Membership; Cancellation of Class B Units; Issuance of Class
A Units. Upon consummation of each Closing contemplated by this Article II, each Class B Unit
transferred to the Company at such Closing shall be cancelled, the Company shall issue one Class A
Unit to the Managing Member in respect of each such Class B Unit that was transferred and
surrendered, and the Managing Member shall modify the Register of Members to reflect such
cancellation and issuance. In the event that, as a result of an Exchange a Class B Member shall
cease to hold any vested or unvested Class B Units, such Class B Member shall cease to be a
“member” of the Company for any purpose under the Agreement or the Act.



     2.09. Tax Treatment. As required by the Code and the Regulations: (i) the parties
shall report an Exchange consummated hereunder as a taxable sale of Class B Units by a Class B
Member to the Company (in conjunction with an associated cancellation of Class B Shares) and (ii)
no party shall take a contrary position on any income tax return, amendment thereof or
communication with a taxing authority.



     2.10. Amendments. This Exhibit B may not be amended except as set forth in Section
11.01 of the Agreement.




 









 








ANNEX A




INSTRUMENT OF TRANSFER



This INSTRUMENT OF TRANSFER (this “Instrument”) is made as of the Applicable Date
by the undersigned (the “Transferor”). Capitalized terms used but not otherwise defined
herein shall have the meanings set forth on the signature page to this Instrument and, if not
defined therein, in the Amended and Restated Operating Agreement (as amended or modified, the
“Operating Agreement”) of the Pzena Investment Management, LLC, a Delaware limited
liability company (the “Company”).




W I T N E S S E T H



WHEREAS, Transferor is the owner of the Applicable Number of vested Class B Units (the
“Transferred Units”) and a party to the Operating Agreement;

WHEREAS, Transferor has submitted to the Company an Exchange Request, dated as of the Exchange
Request Date, electing to exchange (the “Exchange”) the Transferred Units for an equal
number of Class A Shares of Pzena Inc. (the “Exchange Shares”); and

WHEREAS, in connection with the Exchange, Transferor desires to transfer to the Company all of
Transferor’s right, title and interest in, to and under the Transferred Units.

NOW, THEREFORE, in consideration of the promises and mutual covenants set forth herein and in the
Operating Agreement and for other good and valuable consideration, the receipt and adequacy of
which is hereby acknowledges, Transferor hereby agrees as follows:



1. Transfer. Transferor hereby transfers, assigns and delivers to the Company, free and
clear of all Liens, all of Transferor’s right, title and interest in, to and under the Transferred
Units.



2. Representations and Warranties. Transferor hereby represents and warrants to the
Company as follows:




          (a) Transferred Units. Immediately prior to giving effect to the transfer
contemplated by this Instrument, Transferor owns, beneficially and of record, the Transferred Units
free and clear of any Liens.




          (b) Authority of Transferor. If Transferor is not a natural person, Transferor is
duly formed or organized, validly existing and in good standing under the laws of the jurisdiction
in which Transferor was formed or organized. Transferor has full right, authority, power and legal
capacity to enter into this Instrument and each agreement, document and instrument to be executed
and delivered by Transferor pursuant to, or as contemplated by, this Instrument and to carry out
the transactions contemplated hereby and thereby. This Instrument and each agreement, document and
instrument executed and delivered by Transferor pursuant to, or as contemplated by, this Instrument
constitutes, or when executed and delivered will constitute, the legal, valid and binding
obligations of Transferor enforceable in accordance with their respective terms. The execution,
delivery and performance by Transferor of this Instrument and each such other agreement, document
and instrument:





	 	(i)      	 	does not and will not violate any laws applicable to
Transferor, or require Transferor to obtain any approval, consent or waiver of,
or make any filing with, any person or entity (governmental or otherwise) that has not been
obtained or made;





 









 






	 	(ii)	 	does not and will not result in a breach of, constitute a
default under, accelerate any obligation under, or give rise to a right of
termination of, any agreement, contract, instrument, lien, security interest,
lease, permit, authorization, order, writ, judgment, injunction, decree,
determination or arbitration award to which Transferor is a party or by which
the property of Transferor is bound or affected, or result in the creation or
imposition of any Lien on any of the assets of Transferor; and
	 
	 	(iii)     	 	in the event that Transferor is not a natural person, does not
and will not violate any provision of any organization document of Transferor.





          (c) Accredited Investor. Transferor has either (1) completed and delivered to the
Company a questionnaire in the form of schedule 1 attached hereto in respect of Transferor’s
qualification as an “accredited investor,” as such term is defined in Rule 501 of Regulation D
promulgated under the Securities Act, and the representations and warranties made by Transferor to
the Company in such questionnaire are true, complete and accurate or (2) provided to the Company
such representations, warranties and undertakings as the Company shall reasonably required to
ensure that the Exchange does not violate the Securities Act and/or other applicable securities
laws.  




          (d) Investment Purpose. The Exchange Shares to be acquired by Transferor upon the
consummation of the Exchange are being acquired by Transferor for investment for Transferor’s own
account, not as a nominee or agent, and not with a view towards the public sale or distribution
thereof, except pursuant to a sale or sales that are registered under the Securities Act or exempt
from such registration. Transferor (other than a natural person) either (1) was not formed for the
purpose of investing in Pzena Inc. or (2) has provided to the Company and Pzena Inc. such
representations, warranties and undertakings as the Company and/or Pzena Inc. shall reasonably
require to ensure that the Exchange does not violate the Securities Act and/or other applicable
securities laws. Transferor acknowledges that holders of the Exchange Shares must bear the
economic risk of an investment in the Exchange Shares so acquired for an indefinite period of time
because, among other reasons, such Exchange Shares have not been registered under the Securities
Act and, therefore, such Exchange Shares cannot be sold unless subsequently registered under the
Securities Act or an exemption from such registration is available. Transferor also acknowledges
that transfers of the Exchange Shares so acquired are further restricted by applicable United
States federal and state and foreign securities laws.




          (e) Access to Information. Transferor understands the risks of, and other
considerations relating to, the acquisition and ownership of the Exchange Shares. Transferor has
been provided an opportunity to ask questions of, and has received answers satisfactory to
Transferor from, Pzena Inc. and its representatives regarding the Exchange Shares, and has obtained
any and all additional information from Pzena Inc. and its representatives that Transferor deems
necessary regarding the Exchange Shares.




 









 








          (f) Evaluation of and Ability to Bear Risks. Transferor has such knowledge and
experience in financial affairs that Transferor is capable of evaluating the merits and risks of,
and other considerations relating to, the ownership of the Exchange Shares, and has not relied in
connection with the acquisition of the Exchange Shares upon any representations, warranties or
agreements other than those set forth in this Instrument. Transferor ‘s financial situation is
such that Transferor can afford to bear the economic risk of holding the Exchange Shares for an
indefinite period of time, and Transferor can afford to suffer the complete loss of its investment
in the Exchange Shares.




          (g) Registration Rights Agreement. Transferor has executed and delivered to Pzena
Inc. a countersigned signature page to the Registration Rights Agreement and understands that the
Exchange Shares will be subject to the provisions of the Registration Rights Agreement, which
provides certain restrictions on the transferability of such Exchange Shares.



3. Employee Member Acknowledgement. In the event Transferor is an Employee Member,
Transferor hereby acknowledges that he or she is receiving a significant economic benefit by
Exchanging the otherwise illiquid Transferred Units into the Exchange Shares and therefore
reaffirms his or her obligation to comply with the restive covenants contained in Sections 5.07 and
5.08 of the Operating Agreement as may be applicable to such Employee Member on and following the
date hereof.



4. Further Assurance. Transferor hereby agrees to execute and deliver such further
agreements and instruments and take such other actions as may be necessary to make effective the
transfer contemplated by this Instrument.



5. Successors and Assigns. This Instrument shall be binding upon, inure to the benefit of
and be enforceable by the respective successors and permitted assigns of the parties hereto.



6. Governing Law. This Instrument shall be governed by and construed and enforced in
accordance with the law of the State of Delaware, without regard to principles of conflict of laws.



7. Descriptive Headings. The descriptive headings in this Instrument are for convenience
of reference only and shall not be deemed to alter or affect the meaning or interpretation of any
provision of this Instrument.



8. Counterparts. This Instrument may be executed in one or more counterparts, each of
which shall be deemed an original and all of which taken together shall constitute one and the same
instrument.



9. Entire Agreement. This Instrument and any other schedules, certificates, lists and
documents referred to herein, and any documents executed by any of the parties simultaneously
herewith or pursuant thereto, constitutes the entire agreement of the parties hereto, except as
expressly provided herein, and supersedes all prior agreements and understandings, discussions,
negotiations and communications, written and oral, among the parties with respect to the subject
matter hereof.




[Remainder of page intentionally left blank]





 









 








     IN WITNESS WHEREOF, intending to be legally bound hereby, Transferor has executed this
Instrument as of the Applicable Date.



	 	 	 	 	 
	 	TRANSFEROR:
 	 
	 	 	 
	 	Name: 	 
	 	 	 
	 



	 	 	 
	Acknowledged and accepted
	as of the Applicable Date by:
	 
	 	 
	PZENA INVESTMENT MANAGEMENT, LLC
	 
	 	 
	 
	 	 
	 
	 	 
	Name:
	 	 
	Title:
	 	 






Certain Defined Terms




	 	 	 
	Applicable Date:
	 	 
	 

	 	 
	 
	 	 
	Transferor:
	 	 
	 

	 	 
	 
	 	 
	Applicable Number:
	 	 
	 

	 	 
	 
	 	 
	Exchange Request Date:
	 	 
	 

	 	 






[Signature Page to Instrument of Transfer]




 









 








Schedule 1




     Transferor represents and warrants to the Company that Transferor is an “accredited investor”
within the meaning of Regulation D promulgated under the Securities Act and has answered “Yes” to
the applicable statements below pursuant to which Transferor so qualify.



	 	 	 
	 

	 	If Transferor is a natural person, Transferor’s own net worth, taken together with the net worth of Transferor’s spouse, exceeds
$1,000,000. “Net worth” for this purpose means total assets
(including residence, personal property and other assets) in excess
of total liabilities.
	 
	 
	Yes

	 
	 
	 	 
	 

	 	If Transferor is a natural person, Transferor had an individual gross income in excess of $200,000 (or joint income with
Transferor’s spouse in excess of $300,000) in each of the two
previous years and reasonably expects a gross individual income in
excess of $200,000 (or joint income with Transferor’s spouse in
excess of $300,000) this year.
	 
	 
	Yes

	 
	 
	 	 
	 

	 	If Transferor is an entity, Transferor has total assets in excess of $5,000,000, AND was not formed for the specific purpose of acquiring
the securities offered, AND is any of the following:

	 
	 
	Yes

	 







	 	•	 	a corporation,
	 
	 	•	 	a partnership,
	 
	 	•	 	a limited liability company,
	 
	 	•	 	a Massachusetts or similar business trust, or
	 
	 	•	 	an organization described in Section 501(c)(3) of the
Internal Revenue Code





	 	 	 
	 

	 	If Transferor is an entity, all of Transferor’s equity owners are “accredited investors” within the meaning of Regulation D (taking
into account the need to look through certain entities under
applicable law).

	 
	 
	Yes