EX-10.115






Exhibit 10.115



HALO TECHNOLOGY HOLDINGS













Series E Subscription Agreement














January __, 2005




THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF
ANY STATE. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED
HEREIN.



THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY
PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.



1




Series E Subscription Agreement




HALO Technology Holdings


Attention: Ernest Mysogland


200 Railroad Avenue


Greenwich, CT 06830



Re: Subscription for Series E Preferred Stock



Gentlemen:



This Series E Subscription Agreement (this “Agreement”) sets forth the terms and
conditions under which the undersigned investor (an “Investor,” and collectively with other
investors, the “Investors”) agrees to purchase (i) shares (the “Shares”) of Series E
Preferred Stock par value $.00001 per share (the “Series E Stock”) to be issued under the terms and
conditions hereof by WARP Technology Holdings, Inc., a Nevada corporation operating under the name
Halo Technology Holdings (“HALO” or the “Company”) and (ii) warrants (the
“Warrants”) to acquire shares of the Company’s common stock, par value $.00001 per share
(the “Common Stock”). The shares of Common Stock into which the Shares are
convertible, or for which the Warrants are exercisable, are sometimes referred to herein as the
“Conversion Shares.” The Shares, the Warrants and the Conversion Shares are referred to
collectively as the “Securities.”



The undersigned investor understands that the Company is offering for sale up to [$10,000,000]
of Shares. The undersigned understands that the Shares have the rights, privileges and preferences
as set forth in the Certificate of Designation of the Series E Preferred Stock (the “Certificate”)
substantially in the form attached hereto. The undersigned understands that the Warrants have the
rights, privileges and preferences as set forth in the form of Warrant attached thereto. The
undersigned further understands that the offering is being made without registration of any of the
Securities under the Securities Act of 1933, as amended (the “Securities Act”) or otherwise, and is
being made only to “accredited investors” (as defined in Rule 501 of Regulation D under the
Securities Act).



1. Subscription. Subject to the terms and conditions hereof, the undersigned hereby
irrevocably subscribes for, and agrees to purchase, that amount of Shares and Warrants set forth in
Appendix A hereto, the purchase price for which is payable as described in Section 4 hereof. The
undersigned acknowledges that the Shares, the Warrants and the Conversion Shares, if issued by the
Company, will be subject to restrictions on transfer as further set forth in this Agreement.



2. Acceptance of Subscription and Issuance of Shares. It is understood and agreed
that the Company shall have the sole right, at its complete discretion, to accept or reject this
subscription, in whole or in part, for any reason and that the same shall be deemed to be accepted
by the Company only when it is signed by a duly authorized officer of the Company and delivered to
the undersigned at the Closing referred to in Section 3 hereof. Subscriptions need not be accepted
in the order received, and the Shares may be allocated among subscribers. Notwithstanding anything
in this Agreement to the contrary, the Company shall have no obligation to issue any of the Shares
to any person who is a resident of a jurisdiction in which the issuance of Securities to such
person would constitute a violation of the securities, “blue sky” or other similar laws of such
jurisdiction (collectively referred to as the “State Securities Laws”).



3. The Closing. The closing of the purchase and sale of the Securities (the
“Closing”) shall take place at the offices of the Company, at 10:00 a.m. on December [29],
2005 or at such other time and place as the Company shall designate by notice to the undersigned.



4. Payment of the Purchase Price. Payment for the Shares and Warrants shall be
received by the Company from the undersigned by wire transfer of immediately available funds at or
prior to the Closing, in an amount as set forth in the Signature Page to this Agreement (Appendix A
hereto). The Company shall deliver the Shares and Warrants to the undersigned promptly upon
completion of the Closing.



5. Representations, Warranties and Covenants of the Undersigned. The undersigned
hereby represents and warrants to and covenants with the Company and each officer, director,
representative and agent of the Company that:



(a) In General:



(i) The undersigned has all requisite authority to enter into this Agreement and to perform
all the obligations required to be performed by the undersigned hereunder.



(ii) The undersigned is a resident of the state set forth on the signature page hereto and is
not acquiring the Securities as an agent or otherwise for any other person.



(b) Information Concerning the Company:



(i) The undersigned has not been furnished any offering literature other than this Agreement
and the Exhibits thereto and has relied only on the information contained therein, and in the
Company Reports and Financial Statements.



(ii) The undersigned understands that, unless the undersigned notifies the Company in writing
to the contrary at or before the Closing, all the undersigned’s representations and warranties
contained in this Agreement will be deemed to have been reaffirmed and confirmed as of the Closing,
taking into account all information received by the undersigned.



(iv) The undersigned understands that the purchase of the Securities involves various and
substantial risks, including those outlined in the Company Reports and in this Agreement.



(v) The undersigned understands that no federal or state agency has passed upon the Securities
or made any finding or determination concerning the fairness or advisability of this investment.



(vi) The undersigned understands that estimates and projections like those contained in the
Company Reports, by their nature, involve significant elements of subjective judgment and analysis
that may or may not be correct; that there can be no assurance that such projections or goals will
be attained; and that the projections and estimates contained in the Company Reports should not be
relied upon as a promise or representation of the future performance of the Company.



(c) Status of Undersigned:



(i) The undersigned has such knowledge, skill and experience in business, financial and
investment matters so that he is capable of evaluating the merits and risks of an investment in the
Securities. To the extent necessary, the undersigned has retained, at the undersigned’s own
expense, and relied upon, appropriate professional advice regarding the investment, tax and legal
merits and consequences of this Agreement and owning the Securities.



(ii) The undersigned is an “accredited investor” as defined in Rule 501(a) of Regulation D
(“Regulation D”)under the Securities Act. The undersigned agrees to furnish any
additional information requested to assure compliance with applicable federal and state securities
laws in connection with the purchase and sale of the Shares and Warrants. The undersigned
represents that the undersigned has completed the Accredited Investor Certificate contained in
Appendix B and that the information contained therein is complete and accurate as of the date
thereof and is hereby affirmed as of the date hereof.



(d) Restrictions on Transfer or Sale of Securities:



(i) The undersigned is acquiring the Securities, solely for his, her or its own beneficial
account, for investment purposes, and not with a view to, or for resale in connection with, any
distribution of any of the Securities. The undersigned understands that the Securities have not
been registered under the Securities Act or any State Securities Laws by reason of specific
exemptions under the provisions thereof which depend in part upon the investment intent of the
undersigned and of the other representations made by the undersigned in this Agreement. The
undersigned understands that the Company is relying upon the representations and agreements
contained in this Agreement (and any supplemental information) for the purpose of determining
whether this transaction meets the requirements for such exemptions.



(ii) The undersigned understands that the Securities are and will be “restricted securities”
under applicable federal securities laws and that the Securities Act and the rules of the
Securities and Exchange Commission (the “SEC”) provide in substance that the undersigned
may dispose of the Securities only pursuant to an effective registration statement under the
Securities Act or an exemption therefrom, and the undersigned understands that the Company has no
obligation or intention to register any of the Shares or the Conversion Shares (except for the
registration rights granted hereunder and in the Investors’ Agreement), or to take action so as to
permit sales pursuant to the Securities Act (including Rule 144 thereunder). Accordingly, the
undersigned understands that under the SEC’s rules, the undersigned may dispose of the Securities
principally only in “private placements” which are exempt from registration under the Securities
Act, in which event the transferee will acquire “restricted securities” subject to the same
limitations as in the hands of the undersigned. As a consequence, the undersigned understands that
he, she or it must bear the economic risks of the investment in the Securities for an indefinite
period of time.



(iii) Intentionally omitted.



(iv) The undersigned has not offered or sold any portion of the Securities purchased hereunder
and has no present intention of dividing any such Securities with others or of reselling or
otherwise disposing of any portion of such Securities either currently or after the passage of a
fixed or determinable period of time or upon the occurrence or nonoccurrence of any predetermined
event or circumstance.



(v) The undersigned acknowledges that neither the Company nor any other person offered to sell
the Securities to it by means of any form of general advertising, such as media advertising or
seminars.



(vi) The undersigned acknowledges that the Company has the right in its sole and absolute
discretion to abandon this private placement at any time prior to the completion of the offering
and to return the previously paid purchase price of the Securities without interest thereon, to the
respective subscribers.



(vii) The undersigned has not used any person as a “Purchaser Representative” within the
meaning of Regulation D to represent it in determining whether it should purchase the Securities.



6. Conditions to Obligations of the Undersigned and the Company. The obligations of
the undersigned to purchase and pay for the amount of Securities specified herein and of the
Company to sell the amount of Securities are subject to the satisfaction at or prior to the Closing
of the following respective conditions precedent:



(a) With respect to the Company’s obligations to close, the representation and warranties of
the undersigned contained in Section 5 hereof, shall be true and correct on and as of the Closing
in all material respects with the same effect as though such representations and warranties had
been made on and as of the Closing;



(b) No action, suit or proceeding before any arbitrator or any governmental authority shall
have been commenced and no investigation by any governmental authority shall have been threatened
against the Company, or any of the officers or directors of the Company, seeking to restrain,
prevent or change the transactions contemplated by this Agreement or any related agreement or
seeking damages in connection with such transactions.



7. Obligations Irrevocable. The obligations of the undersigned hereunder to purchase
the Securities shall be irrevocable, except with the consent of the Company; provided, however, if
the Closing has not occurred within thirty (30) days after the date hereof, the undersigned may,
upon written notice to the Company, revoke this Agreement.



8. Specific Performance. The undersigned acknowledges and agrees that in the event of
any breach of this Agreement, the Company would be irreparably harmed and could not be made whole
by monetary damages. The undersigned accordingly agrees to waive the defense in any action for
injunction or specific performance that a remedy at law would be adequate and that the parties
hereto, in addition to any other remedy to which they may be entitled at law or in equity, shall be
entitled to an injunction or to compel specific performance of this Agreement.



9. Brokers. The undersigned has not entered into any agreement to pay any broker’s or
finder’s fee to any Person with respect to this Agreement or the transactions contemplated hereby.



10. Survival. All representations, warranties, covenants and agreements contained in
this Agreement shall be deemed to be representations, warranties, covenants and agreements as of
the date hereof (except to the extent any such representation or warranty expressly speaks as of an
earlier date, in which case such representation or warranty shall be deemed to be as of such
earlier date) and shall survive the execution and delivery of this Agreement.



11. Miscellaneous.



(a) Registration Rights. No later than seventy five (75) days after the completion of
the offering, the Company shall file with the SEC a registration statement on Form S-1 (or any
other applicable form exclusive to this offering) covering the Conversion Shares and the common
stock that the Issuer may elect to issue in payment of the dividends due on the Series E Preferred.



(b) Information Rights. Investors will be granted access to Company facilities and
personnel during normal business hours and with reasonable advance notification. The Company will
deliver to Investors annual, quarterly and monthly financial statements. The Company will request
a non-disclosure agreement for all matters that are deemed non-public and will notify investors in
writing if the Company deems the Investor in possession of non-public information.



(c) Follow-On Rights. Upon the completion of this offering, with a full round of
investment of [$10,000,000], the Investors will have the right for 15 months to invest, in the
aggregate, an additional [$10,000,000] in Common Stock of the Company, at $2.00 per share of Common
Stock (as adjusted for stock splits, reverse splits, and stock dividends) or a 20% discount to the
prior 30 day trading period, whichever is lower. Such right shall be exercised in writing by each
Investor, with such Investor making such representations and warranties as reasonably required by
the Company. Such writing must be accompanied by certified funds or wire transfer in the amount of
the subsequent investment. Each Investor’s right shall be his, her or its pro rata amount of the
initial offering. In the event the Company is acquired or merges into another entity in a
transaction(s) where the shareholders of the Company do not control the Company after the
transaction(s) this right will terminate. The rights under this section will terminate or expire
as the case may be, without notice or penalty.



(d) No Waiver; Cumulative Remedies. No failure or delay on the part of any party to
this Agreement in exercising any right, power or remedy hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any
other or further exercise thereof or the exercise of any other right, power or remedy hereunder.
The remedies herein provided are cumulative and not exclusive of any remedies provided by law.



(e) Amendments, Waivers and Consents. Any provision in the Agreement to the contrary
notwithstanding, and except as hereinafter provided, changes in, termination or amendments of or
additions to this Agreement may be made, and compliance with any covenant or provision set forth
herein may be omitted or waived, if the Company shall obtain consent thereto in writing from all of
the Investors. Any waiver or consent may be given subject to satisfaction of conditions stated
therein and any waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given. Notwithstanding anything to the contrary contained herein (x) no
amendment, consent or waiver shall be effective to reduce the unanimous consent required above and
(y) any amendment, consent or waiver shall apply to all the Investors and shall not discriminate
against any particular Investor or Investors.



(f) Addresses for Notices. All notices, requests, demands and other communications
provided for hereunder or under any Transaction Document shall be in writing (including telegraphic
and facsimile communications with confirmation of receipt) and mailed, telegraphed or delivered to
each applicable party at the address set forth on the signature page hereto or at such other
address as to which such party may inform the other parties in writing in compliance with the terms
of this Section.



If to any other holder of capital stock of the Company: at such holder’s address for notice as
set forth in the register maintained by the Company, or, as to each of the foregoing, at the
addresses set forth on the signature page hereto or at such other address as shall be designated by
such Person in a written notice to the other parties complying as to delivery with the terms of
this Section.



If to the Company: at the address set forth on page 1 hereof, or at such other address as
shall be designated by the Company in a written notice to the other parties complying as to
delivery with the terms of this Section.



All such notices, requests, demands and other communications shall, when mailed (which mailing
must be accomplished by first class mail, postage prepaid; electronic facsimile transmission;
express overnight courier service; or registered or certified mail, return receipt requested) or
telegraphed, and shall be considered to be delivered three (3) days after dispatch or upon receipt.



(f) Binding Effect; Assignment. This Agreement shall be binding upon and inure to the
benefit of the Company and the Investors and their respective heirs, successors and assigns, except
that the Company shall not have the right to delegate its obligations hereunder or to assign its
rights hereunder or any interest herein without the prior written consent of the holders of all of
the Securities.



(g) Prior Agreements. This Agreement, the Transaction Documents or other agreements
executed and delivered herewith constitute the entire agreement between the parties and supersedes
any prior understandings or agreements concerning the subject matter hereof.



(h) Severability. The provisions of this Agreement and the terms of the Securities
are severable and, in the event that any court of competent jurisdiction shall determine that any
one or more of the provisions or part of a provision contained in this Agreement or the terms of
the Securities shall, for any reason, be held to be invalid, illegal or unenforceable in any
respect, such invalidity, illegality or unenforceability shall not affect any other provision or
part of a provision of this Agreement or the terms of the Securities, but this Agreement and the
terms of the Securities shall be reformed and construed as if such invalid or illegal or
unenforceable provision, or part of a provision, had never been contained herein, and such
provisions or part reformed so that it would be valid, legal and enforceable to the maximum extent
possible.



(i) Confidentiality. Each Investor agrees that it will keep confidential and will not
disclose or divulge any confidential, proprietary or secret information which such Investor may
obtain from the Company pursuant to financial statements, reports and other materials submitted by
the Company to such Investor pursuant to this Agreement, or pursuant to visitation or inspection
rights previously granted to any Investor, unless such information is known, or until such
information becomes known, to the public; provided, however, that a Investor may
disclose such information (i) on a confidential basis to its attorneys, accountants, consultants
and other professionals to the extent necessary to obtain their services in connection with its
investment in the Company, (ii) to any prospective purchaser of any of the Securities from such
Investor as long as such prospective purchaser agrees in writing to be bound by the provisions of
this Section, (iii) to any affiliate or partner of such Investor and (iv) as required by applicable
law.



(j) Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Agreement
shall be governed by, and construed in accordance with, the internal laws of the State of New York
without regard to the choice of law principles thereof. Each of the parties hereto irrevocably
submits to the exclusive jurisdiction of the courts of the State of New York located in New York
County and the United States District Court for the Southern District of New York for the purpose
of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the
transactions contemplated hereby. Service of process in connection with any such suit, action or
proceeding may be served on each party hereto anywhere in the world by the same methods as are
specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably
consents to the jurisdiction of any such court in any such suit, action or proceeding and to the
laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of
venue of any such suit, action or proceeding brought in such courts and irrevocably waives any
claim that any such suit, action or proceeding brought in any such court has been brought in an
inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY
LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED
SPECIFICALLY AS TO THIS WAIVER.



(k) Headings. Article, section and subsection headings in this Agreement are included
herein for convenience of reference only and shall not constitute a part of this Agreement for any
other purpose.



(l) Counterparts. This Agreement may be executed in any number of counterparts, all
of which taken together shall constitute one and the same instrument, and any of the parties hereto
may execute this Agreement by signing any such counterpart.



(m) Further Assurances. From and after the date of this Agreement, upon the request
of any Investor or the Company, the Company and the Investors shall execute and deliver such
instruments, documents and other writings as may be reasonably necessary or desirable to confirm
and carry out and to effectuate fully the intent and purposes of this Agreement and the Transaction
Documents.



(n) Independent Nature of Investors’ Obligations and Rights. The obligations of each
Investor under any Transaction Document are several and not joint with the obligations of any other
Investor, and no Investor shall be responsible in any way for the performance of the obligations of
any other Investor under any Transaction Document. The decision of each Investor to purchase
Securities pursuant to the Transaction Documents has been made by such Investor independently of
any other Investor. Nothing contained herein or in any Transaction Document, and no action taken
by any Investor pursuant thereto, shall be deemed to constitute the Investors as a partnership, an
association, a joint venture or any other kind of entity, or create a presumption that the
Investors are in any way acting in concert or as a group with respect to such obligations or the
transactions contemplated by the Transaction Documents. Each Investor acknowledges that no other
Investor has acted as agent for such Investor in connection with making its investment hereunder
and that no Investor will be acting as agent of such Investor in connection with monitoring its
investment in the Securities or enforcing its rights under the Transaction Documents. The Company
acknowledges that each of the Investors has been provided with the same Transaction Documents for
the purpose of closing a transaction with multiple Investors and not because it was required or
requested to do so by any Investor.



(o) Expenses. The parties hereto shall pay their own costs and expenses in connection
with the sale of the Securities pursuant to this Agreement, except that the Company shall pay the
Investors an aggregate of $5,000 at Closing for legal fees and due diligence costs.



(p) Right to Convert. In the event that the Company completes or enters into
agreements to sell equity securities on or before February 15, 2006, the Investor may convert the
Securities into such other equity securities as if the Investor had invested the amount hereunder
in such securities. The Company will provide the Investor will five business days notice of such
right. The Investor will be required to execute and deliver all such transaction documents as
required by the Company in order to convert the Securities into such other securities. If the
Investor so converts, all rights in the Securities shall cease.



13. Additional Definitions. In addition to those terms defined above and elsewhere in
this Agreement, for the purposes of this Agreement, the following terms shall have the meanings set
forth below:



“Affiliate” means, with respect to any Person, any other Person which directly or
indirectly through one or more intermediaries Controls, is controlled by, or is under common
control with, such Person.



“Agreement” means this Subscription Agreement.



“Business Day” means a day, other than a Saturday or Sunday, on which banks in New
York City are open for the general transaction of business.



“Confidential Information” means trade secrets, confidential information and know-how
(including but not limited to ideas, formulae, compositions, processes, procedures and techniques,
research and development information, computer program code, performance specifications, support
documentation, drawings, specifications, designs, business and marketing plans, and customer and
supplier lists and related information).



“Control” (including the terms “controlling”, “controlled by” or “under common control
with”) means the possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of a Person, whether through the ownership of voting securities, by
contract or otherwise.



“Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor
statute, and the rules and regulations promulgated thereunder.



“Person” means an individual, corporation, partnership, limited liability company,
trust, business trust, association, joint stock company, joint venture, sole proprietorship,
unincorporated organization, governmental authority or any other form of entity not specifically
listed herein.



“Securities Act” means the Securities Act of 1933, as amended, or any successor
statute, and the rules and regulations promulgated thereunder.



“Subsidiary” of any Person means another Person, an amount of the voting securities,
other voting ownership or voting partnership interests of which is sufficient to elect at least a
majority of its Board of Directors or other governing body (or, if there are no such voting
interests, 50% or more of the equity interests of which) is owned directly or indirectly by such
first Person.



“Transaction Documents” means this Subscription Agreement, the Series E Certificate of
Designations, and the Warrants.



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Appendix A — Signature Pages




IN WITNESS WHEREOF, the undersigned has executed this Subscription Agreement this 
 day of   , 2006.



	 	 	 	 	 
	__________________________
	 	Address:  ________________________

	Signature of Investor
	 	 	—	 
	____________________________ Print Name of Investor
—
	 	Telephone:  _________________

	______________________________________
	 	Facsimile:  _________________

	Print Title of individual signing on behalf of an
	 	Email:  ____________________

	entity, if applicable
	 	 	 	 
	Investor’s Social Security or Federal Tax
Identification Number: ___________________
	 	 	 	 
	 
	 	Co-owner’s

	_____________________________
	 	Address:  ________________________

	Signature of Co-owner, if applicable
	 	 	—	 
	 
	 	Co-Owner’s

	 
	 	Telephone:  _________________

	Co-Owners Social Security or Federal Tax
	 	Facsimile:  _________________

	Identification Number: ___________________
	 	Email:  ____________________

	If Joint Ownership, check one (all parties
	 	If Investor is an entity, complete:

	must sign above):
	 	 	—	 
	( ) Joint Tenants with Right of Survivorship
	 	Legal Form of Entity

	( ) Tenants in Common
	 	 	—	 
	( ) Community Property
	 	Jurisdiction of Organization

	If Fiduciary, check one:
	 	 	 	 
	( ) Trust
( ) Estate
( ) Power of Attorney
( ) Investment Adviser (with investment discretion)
And identify beneficiaries:
	 	 	 	 
	_________________________________
	 	 	 	 






Accepted and agreed as of      , 2005:



HALO Technology Holdings, Inc.




By:      





Name:      





Title:      



CONSIDERATION TO BE DELIVERED



     Shares of Series E Preferred Stock



     Warrants



Amount to be Paid by Investor: $     



Appendix B – Accredited Investor Certificate



The undersigned investor hereby certifies that he is an Accredited Investor as that term is
defined in Regulation D adopted pursuant to the Securities Act of 1933 (the “Act”). The specific
category(s) of Accredited Investor applicable to the undersigned is checked below.



	 	 	 
	     a.

     b.

     c.

     d.

     e.

	 	an individual whose individual net worth, or joint net worth with that individual’s spouse, exceeds

$1,000,000 (including the value of homes, home furnishings and personal automobiles);

an individual who had an individual income in excess of $200,000 in 2003 and 2004 or joint income with that

person’s spouse in excess of $300,000 in each of those years and who reasonably expects to reach the same income

level in 2005. For purposes of this offering, individual income shall equal adjusted gross income, as reported

in the investor’s federal income tax return, less any income attributable to a spouse or to property owned by the

spouse, and as may be further adjusted in accordance with the rules, regulations, and releases of the SEC;

a bank as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Act”), or a savings

and loan association or other institution as defined in Section 3(a)(5)(A) of the Act, whether acting in its

individual or fiduciary capacity; an insurance company as defined in Section 2(13) of the Act; an investment

company registered under the Investment Company Act of 1940 (the “1940 Act”) or a business development company as

defined in Section 2(a)(48) of the 1940 Act; a Small Business Investment Company licensed by the U.S. Small

Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; or an employee

benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”), if

the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a

bank, savings and loan association, insurance company or registered investment adviser, or if the employee

benefit plan has total assets in excess of $5,000,000 or if a self-directed plan, with investment decisions made

solely by persons that are accredited investors;

a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

an organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, Massachusetts

or similar business trust, or partnership, not formed for the specific purpose of acquiring the Securities, with

total assets in excess of $5,000,000;
	 
	 	 
	     f.

     g.

	 	an individual who is a director or executive officer of the Company; or

an entity in which all of the equity owners are accredited investors as set forth above.






IN WITNESS WHEREOF, the undersigned has executed this Accredited Investor Certificate this
  day of  , 2006.



	 
	 

	     

Signature of Investor

	 

	     Print Name of Investor

	 

	     

Print Title of individual signing on behalf of an entity, if applicable

	 








3