Exhibit 10.12


 


EXECUTION COPY


 


SUBSCRIPTION AGREEMENT


 


THIS
AGREEMENT is made as of June 15, 2007 (the “Agreement”), by and among STR Holdings LLC, a Delaware limited liability
company (the “Company”) and
the individuals and entities listed on the signature pages attached hereto
(collectively, the “Purchasers”
and, each individually a “Purchaser”).


 


W I T N
E S S E T H :


 


WHEREAS,
the Purchaser desires to become a member of the Company on the terms and
conditions set forth in this Agreement and in the Limited Liability Company
Agreement of the Company, dated as of the date hereof (the “LLC Agreement”),
a copy of which has been furnished to the Purchaser.  Capitalized terms not otherwise defined
herein shall have the meanings assigned to them in the LLC Agreement.


 


WHEREAS,
on the terms and subject to the conditions set forth herein, each Purchaser
desires to subscribe for and purchase, and the Company desires to sell to each
Purchaser, that number of units of the Company’s Class A Units (the “Class A
Units”), and for an
aggregate purchase price, as set forth on Schedule A attached hereto
opposite such Purchaser’s name (the purchase price to be paid by any particular
Purchaser for any Class A Units is herein referred to as the “Purchase Price”).


 


NOW,
THEREFORE, in order to implement the foregoing and in consideration of the
mutual representations, warranties, covenants and agreements contained herein
and for other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:


 


1.             Purchase and Sale of the Class A Units.


 


(a)           At the Closing referred to in Section 2 below, subject to
the terms and conditions set forth herein, the Company shall sell to each Purchaser
the Class A Units in the amount listed on Schedule A and each
Purchaser shall pay the Company the Purchase Price set forth on Schedule A.


 


(b)           The obligations of each Purchaser shall be several and not joint, and
no Purchaser shall be liable or responsible for the acts of any other Purchaser
under this Agreement.


 


2.             The Closing.


 


(a)           The closing of the
purchase and sale of the Class A Units (the “Closing”) shall occur on the date (the “Closing Date”)
of the closing of the merger of STR Acquisition, Inc. with and into Specialized
Technology Resources, Inc. (“STR”), with STR being the surviving entity (the “Merger”), pursuant
to the Amended and Restated Agreement and Plan of Merger, dated June 15,
2007 (the “Merger Agreement”).


 


(b)           At the Closing, each Purchaser shall deliver to the Company the
Purchase Price by wire transfer of immediately available funds to such accounts
as designated in writing by the Company to such Purchaser prior to the Closing
or by other means reasonably acceptable to the Company.  Payment of the Purchase Price shall be made
in U.S. dollars.


 

















 


3.             Representations and Warranties of the Company.  The
Company hereby represents and warrants to each Purchaser as follows:


 


(a)           The Company is duly organized, validly existing and in good standing
under the laws of Delaware and has all requisite corporate power and authority
to carry on its business as now conducted and as proposed to be conducted.


 


(b)           The Company has full corporate power and authority to execute and
deliver this Agreement and all other agreements and instruments contemplated
hereby to which the Company is a party and to perform its obligations hereunder
and thereunder, and this Agreement and all such other agreements and
instruments have been duly authorized, executed and delivered by the Company
and, assuming the due execution and delivery of this Agreement and all other
agreements and instruments contemplated hereby to which the Company is a party,
by the other parties hereof and thereof, are valid, binding and enforceable
against the Company in accordance with their terms (except as such
enforceability may be affected by applicable bankruptcy, insolvency or other
similar laws affecting creditors’ rights generally, and except that the
availability of equitable remedies is subject to judicial discretion).


 


(c)           The execution, delivery and performance of this Agreement by the
Company, and the fulfillment of and compliance with the terms hereof by the
Company, do not and will not (i) violate or conflict with any requirements
of any material contract or obligation of the Company, including the
certificate of formation or limited liability company agreement of the Company,
(ii) result in or constitute (with or without the giving of notice, lapse
of time or both) any default or event of default under any such material
obligation of the Company, or give rise to a right of termination of, or
accelerate the performance required by, any terms of any such material
obligation, or (iii) violate any statute, law, ordinance, rule, regulation
or order of any court or governmental authority or any judgment, order or
decree (U.S. federal, state or local or foreign) applicable to the Company
(except as such enforceability may be affected by applicable bankruptcy,
insolvency or other similar laws affecting creditors’ rights generally, and
except that the availability of equitable remedies is subject to judicial
discretion).


 


(d)           The Class A Units, when issued, sold, delivered and paid for in
accordance with the terms of this Agreement, will be duly and validly issued,
fully paid and non-assessable and, assuming the accuracy of the representations
and warranties made by the Purchasers, will be issued in compliance with all
applicable federal and state securities laws.


 


(e)           The Company is newly formed and has not conducted any business, nor entered
into any agreements or contracts with any other person other than in connection
with its formation and in connection with the Merger.


 


(f)            There are no suits, actions, claims, demands,
hearings, indictments, proceedings or investigations pending against the
Company, or, to the knowledge of the Company, threatened against or involving
the Company, the members of the Company or the officers or managers of the
Company in connection with the business and affairs of the Company before any
court, arbitrator or administrative or governmental body (U.S. federal, state
or local or foreign).  The Company is not
subject to any judgment, decree, injunction or order of any court.


 


(g)           The Merger Agreement is in full force and effect, and a true and
correct copy thereof has been delivered to the Purchasers.  The Company has not waived or 


 


2

















 


otherwise agreed to any
amendments to the Merger Agreement which has not been disclosed to the
Purchasers.


 


(h)           All sales of Class A Units made on the Closing Date are being made
on the same economic terms and conditions to the DLJMB Members, AXA Equitable
Life Insurance Company and Credit Suisse/CFIG STR Investors SPV, LLC.


 


4.             Representations and Warranties of the
Purchasers.  Each Purchaser hereby represents and
warrants, severally and not jointly, to the Company that:


 


(a)           If such Purchaser is not an individual, such Purchaser is a
corporation, partnership, limited liability company or trust, as the case may
be, duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization.  Such
Purchaser has full right, capacity and power to execute and deliver this
Agreement, the LLC Agreement and all other agreements and instruments
contemplated hereby to which such Purchaser is a party, and to perform his, her
or its obligations hereunder and thereunder. 
This Agreement, the LLC Agreement and all other agreements and
instruments contemplated hereby to which such Purchaser is a party have been
duly executed and delivered by or on behalf of such Purchaser and, assuming due
execution by each of the other parties hereto and thereto, constitute legal,
valid and binding agreements, enforceable against such Purchaser in accordance
with their terms (except as such enforceability may be affected by applicable
bankruptcy, insolvency or other similar laws affecting creditors’ rights
generally, and except that the availability of equitable remedies is subject to
judicial discretion).


 


(b)           The execution, delivery and performance of this Agreement, the LLC
Agreement and all other agreements and instruments contemplated hereby to which
such Purchaser is a party and the fulfillment of and compliance with the
respective terms hereof and thereof by the Purchaser, do not and will not (i) violate
or conflict with any requirements of any material contract or obligation of
such Purchaser, including, if such Purchaser is not an individual, the
certificate of incorporation, bylaws or comparable organizational documents of
such Purchaser, or (ii) result in or constitute (with or without the
giving of notice, lapse of time or both) any default or event of default under
any such material contract or obligation of the Purchaser, or give rise to a
right of termination of, or accelerate the performance required by, any terms
of any such material contract or obligation, or (iii) violate any statute,
law ordinance, rule, regulation or order of any court or governmental authority
or any judgment, order or decree (U.S. federal, state or local or foreign)
applicable to such Purchaser, in each case, unless such violation, conflict or
default would have a material adverse effect on the ability of such Purchaser
to fulfill and perform its obligations under this Agreement, the LLC Agreement
and all of the other agreements and instruments contemplated hereby to which
such Purchaser is a party.


 


(c)           The Class A Units to be received by such Purchaser will be
acquired by such Purchaser for investment only for such Purchaser’s own
account, not as a nominee or agent, and not with a view to the sale or
distribution of any part thereof in violation of applicable U.S. federal or
state or foreign securities laws.  Such
Purchaser has no current intention of selling, granting participation in or
otherwise distributing the Class A Units in violation of applicable U.S.
federal or state or foreign securities laws. 
Other than the LLC Agreement, such Purchaser does not have any contract,
undertaking, agreement or arrangement with any person or entity with respect to
the sale, transfer, voting or other rights of the Class A Units.


 


3

















 


(d)           Such Purchaser understands that the offer and sale of the Class A
Units have not been registered under the Securities Act of 1933 as amended (the
“Securities Act”) or any
applicable U.S. state or foreign securities laws, and that the Class A
Units are being issued in reliance on an exemption from registration, which
exemption depends upon, among other things, the bona fide nature of the
investment intent and the accuracy of such Purchaser’s representations as
expressed herein.


 


(e)           Such Purchaser has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of such
Purchaser’s investment.  Such Purchaser
is a sophisticated investor, has relied upon independent investigations made by
such Purchaser and, to the extent believed by such Purchaser to be appropriate,
such Purchaser’s representatives, including such Purchaser’s own professional,
tax and other advisors, and is making an independent decision to invest in the Class A
Units.  Such Purchaser has been furnished
with such documents, materials and information that such Purchaser deems
necessary or appropriate for evaluating an investment in the Company, and such
Purchaser has read carefully such documents, materials and information and
understands and has evaluated the types of risks involved with a purchase of
the Class A Units.  Such Purchaser
has not relied upon any representations (other than those set forth in Section 3
of this Agreement) or other information (whether oral or written) from the
Company or its respective members, managers, officers or affiliates, or from
any other person or entity, in connection with his, her, or its investment in
the Class A Units.  Such Purchaser
acknowledges that the Company has not given any assurances with respect to the
tax consequences of the acquisition, ownership and disposition of the Class A
Units.


 


(f)            Such Purchaser has had, prior to his, her, or
its purchase of the Class A Units, been furnished with, and has carefully
read, the LLC Agreement and has had the opportunity to ask questions of, and
receive answers from, the Company concerning the terms and conditions of the
transactions contemplated by this Agreement and such Purchaser’s investment in
the Class A Units and to obtain additional information necessary to verify
the accuracy of any information furnished to him, her, or it, or to which he or
she had access.


 


(g)           Such Purchaser understands that there are substantial restrictions on
the transferability of the Class A Units and that on the date of the
Closing and for an indefinite period thereafter there will be no public market
for the Class A Units and, accordingly, such Purchaser may not be able to
liquidate his, her, or its investment in case of emergency, if at all.  In addition, such Purchaser understands that
the LLC Agreement will contain substantial restrictions on the transferability
of the Class A Units and will provide that, in the event that the
conditions relating to the transfer of any Class A Units in such document
have not been satisfied, the holder shall not transfer any such Class A
Units, and unless otherwise specified the Company will not recognize the
transfer of any such Class A Units on its books and records or issue any
certificates representing any such Class A Units, and any purported
transfer not in accordance with the terms of the LLC Agreement shall be void.


 


(h)           Such Purchaser understands that this investment is not recommended for
investors who have any need for a current return on this investment or who
cannot bear the risk of losing their entire investment.  In that regard, such Purchaser understands
that the investment in the Class A Units involves a high degree of risk of
loss of such Purchaser’s investment therein, and that such Purchaser may lose
the entire amount of such Purchaser’s investment.  Such Purchaser acknowledges that: (i) such
Purchaser has adequate means of providing for his, her, or its current needs
and possible personal contingencies and has no need for liquidity in this
investment; (ii) such Purchaser’s commitment to investments that are not 


 


4

















 


readily marketable is not
disproportionate to such Purchaser’s net worth; and (iii) such Purchaser’s
investment in the Class A Units will not cause his, her, or its overall
financial commitments to become excessive.


 


(i)            Such Purchaser is an “accredited investor” as
such term is defined in Rule 501 of the Securities Act and has completed Schedule
B to this Agreement as to Purchaser’s status as an “accredited investor”
and such information is true and complete.


 


(j)            Notwithstanding anything contained in this
Agreement to the contrary, the Purchaser acknowledges and agrees that the
Company is not making any representations or warranties whatsoever, express or
implied, beyond those expressly given in Section 3.  The Purchaser further represents that none of
the affiliates, officers, managers, employees, agents, consultants, attorneys
or representatives of the Company, STR nor any other person has made any
representation or warranty, express or implied, as to the accuracy or
completeness of any information regarding the Class A Units, the Company, STR
or the transactions contemplated by this Agreement not expressly set forth in
this Agreement, and none of the affiliates, officers, managers, employees,
agents, consultants, attorneys or representatives of the Company, STR, or any
other person will have or be subject to any liability to Purchaser or any other
person resulting from the distribution to the Purchaser or, as applicable, its
affiliates, officers, directors, employees, agents, consultants, attorneys or
representatives or the Purchaser’s use of, any due diligence or other
information, distributed on behalf of STR provided to the Purchaser or, as
applicable, its affiliates, officers, directors, employees, agents,
consultants, attorneys or representatives, or any other document or information
in any form provided to the Purchaser or, as applicable, its affiliates,
officers, directors, employees, agents, consultants, attorneys or
representatives in connection with the transactions contemplated hereby.


 


5.             Conditions to
Obligations of the Company and the Purchasers.


 


(a)           The obligations of
the Company to sell the Class A Units are subject to the satisfaction of
the following conditions: (i) the representations and warranties of each
Purchaser contained in Section 4 of this Agreement shall be true and
correct on and as of the Closing Date in all respects; (ii) each Purchaser
shall have entered into the LLC Agreement prior to or concurrently with the
Closing; and (iii) the concurrent consummation of the Merger, pursuant to
the terms of the Merger Agreement.


 


(b)           The obligations of
each of the Purchasers to purchase the Class A Units are subject to the
satisfaction of the following conditions precedent: (i) the
representations and warranties of the Company contained in Section 3 of
this Agreement shall be true and correct on and as of the Closing Date in all
respects and (ii) the Merger shall have been consummated pursuant to the
terms of the Merger Agreement.


 


6.             Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
considered an original, but all of which taken together shall constitute one
and the same Agreement.


 


7.             No Waiver; Modifications in Writing.  This
Agreement, together with the LLC Agreement and the other agreements referred to
herein and therein and any exhibits, schedules or other documents referred to
herein or therein, sets forth the entire understanding of the parties, and
supersedes all prior agreements, arrangements, term sheets, presentations and
communications, whether oral or written, with respect to the specific subject
matter hereof.  No waiver of or consent
to any departure from any provision of this Agreement shall be effective 


 


5

















 


unless signed in writing by
the party entitled to the benefit thereof. 
Except as otherwise provided herein, no amendment, modification or
termination of any provision of this Agreement shall be effective unless signed
in writing by or on behalf of the Company and each Purchaser.  Any amendment, supplement or modification of
or to any provision of this Agreement, any waiver of any provision of this
Agreement, and any consent to any departure by the Company from the terms of
any provision of this Agreement, shall be effective only in the specific
instance and for the specific purpose for which made or given.


 


8.             Binding Effect; Assignment.  The
rights and obligations of each party under this Agreement may not be assigned
to any other person or entity.  Except as
expressly provided in this Agreement, this Agreement shall not be construed so
as to confer any right or benefit upon any person or entity other than the
parties to this Agreement, and their respective successors and assigns.  This Agreement shall be binding upon the Company,
each Purchaser and their respective heirs, successors, legal representatives
and permitted assigns.


 


9.           Severability of Provisions.  Any
provision of this Agreement which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof or affecting the validity or enforceability of such provision
in any other jurisdiction.


 


10.           Schedules and Descriptive Headings.  All Schedules
to this Agreement shall be deemed to be a part of this Agreement.  The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a part of this
Agreement.


 


11.           Governing Law.  This
Agreement, and all disputes, claims or causes of action that arise from or are
in connection with this Agreement, shall be governed by and construed in
accordance with the domestic substantive laws of the State of New York without
giving effect to any choice or conflict of law provision or rule that
would cause the application of the domestic substantive laws of any other
jurisdiction.


 


[The remainder of this page has
been intentionally left blank.]


 


6

















 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.


 


 


	
   

  	
   

  	
  STR HOLDINGS LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name: Ryan Sprott

  
	
   

  	
   

  	
  Title: Vice President and Secretary

  



 


 


SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT


 

















 


	
   

  	
   

  	
  DLJ MERCHANT BANKING PARTNERS IV, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  DLJ Merchant Banking IV, L.P., its General
  Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  DLJ Merchant Banking, Inc., its
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
   

  	
  Title: 

  



 


 


	
   

  	
   

  	
  DLJ OFFSHORE PARTNERS IV, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  DLJ Merchant Banking IV, L.P., 

  
	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  DLJ Merchant Banking, Inc., its
  General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
   

  	
  Title: 

  



 


 


	
   

  	
   

  	
  DLJ MERCHANT BANKING PARTNERS IV (PACIFIC),
  L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MBP IV Pacific, LLC,

  
	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  DLJ Merchant Banking IV, L.P.,

  
	
   

  	
   

  	
   

  	
  its Managing Member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  DLJ Merchant Banking, Inc.

  
	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
   

  	
  Title: 

  



 


 


	
   

  	
   

  	
  MBP IV PLAN INVESTORS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  DLJ LBO Plans Management Corporation, 

  
	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
   

  	
  Title: 

  



 


 


SIGNATURE PAGE
TO SUBSCRIPTION AGREEMENT


 

















 


	
   

  	
   

  	
  By:

  	
  DLJ LBO Plans Management Corporation III, 

  
	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
   

  	
  Title: 

  



 


 


	
   

  	
   

  	
  DLJ MERCHANT BANKING PARTNERS IV (CO-

  INVESTMENTS) GP, L.P

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  MBP IV Co-Investments GP, L.P.,

  
	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  Credit Suisse First Boston (Cayman)
  Management Limited, 

  
	
   

  	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
   

  	
  Title: 

  



 


 


SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT


 

















 


	
   

  	
   

  	
  THE NORTHWESTERN MUTUAL LIFE INSURANCE 

  
	
   

  	
   

  	
  COMPANY

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name: 

  
	
   

  	
   

  	
   

  	
  Title: Authorized Representative

  



 


 


SIGNATURE PAGE
TO SUBSCRIPTION AGREEMENT


 

















 


SCHEDULE A


 


	
  Purchaser

  	
   

  	
  Class A Units

  	
   

  	
  Total Purchase Price

  	
   

  
	
  The Northwestern Mutual Life Insurance
  Company

  	
   

  	
  3,000,000

  	
   

  	
  $

  	
  30,000,000

  	
   

  
							



 

















 


SCHEDULE B


 


ACCREDITED INVESTOR STATUS


 


The Purchaser represents and
warrants that he is an “accredited investor” as defined in Rule 501(a) promulgated
under Regulation D of the Securities Act, because he meets at least one of the
following criteria (please initial each applicable item):


 


	
  ·

  	
   

  	
  The Purchaser is a natural
  person whose individual net worth, or joint net worth with his or her spouse,
  exceeds $1,000,000 at the time of the subscriber’s purchase; or

  
	
   

  	
   

  	
   

  
	
  ·

  	
   

  	
  The Purchaser is a natural
  person who had an individual income in excess of $200,000 in each of the two
  most recent years (2003 and 2004) or joint income with the Purchaser’s spouse
  in excess of $300,000 in each of those years and who reasonably expects to
  reach the same income level in the current year (2005); or

  
	
   

  	
   

  	
   

  
	
  ·

  	
   

  	
  The Purchaser is a
  corporation, or similar business trust, partnership or an organization
  described in Section 501(c)(3) of the Internal Revenue Code, not
  formed for the specific purpose of acquiring the Issuer Common Stock, with
  total assets in excess of $5,000,000; or

  
	
   

  	
   

  	
   

  
	
  ·

  	
   

  	
  The Purchaser is either
  (i) a bank as defined in Section 3(a)(2) of the Securities
  Act, or any savings and loan association or other institution as defined in
  Section 3(a)(5)(A) of the Securities Act whether acting in its
  individual or fiduciary capacity, (ii) a broker or dealer registered
  pursuant to Section 15 of the Securities Exchange Act of 1934, as amended,
  (iii) an insurance company as defined in Section 2(13) of the
  Securities Act, (iv) an investment company registered under the
  Investment Company Act of 1940, as amended, or a business development company
  as defined in Section 2(a)(48) of such Act, (v) 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, (vi) a plan established or maintained by a state, its political
  subdivisions, or any agency or instrumentality of a state or its political
  subdivisions, for the benefit of its employees, if such plan has total assets
  in excess of $5,000,000 or (vii) an employee benefit plan within in the
  meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
  if the investment decision is made by a plan fiduciary, as defined in
  Section 3(21) of ERISA, which plan fiduciary 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 who
  are accredited investors; or

  
	
   

  	
   

  	
   

  
	
  ·

  	
   

  	
  The Purchaser is a private
  business development company as defined in Section 202(a)(22) of the
  Investment Advisers Act of 1940, as amended; or

  
	
   

  	
   

  	
   

  
	
  ·

  	
   

  	
  The Purchaser is a
  director or executive officer of the Company; or

  
	
   

  	
   

  	
   

  
	
  ·

  	
   

  	
  The Purchaser is a trust,
  with total assets in excess of $5,000,000, not formed for the specific
  purpose of acquiring the Securities, the purchase of which is directed by a
  sophisticated person as described in Rule 506(b)(2)(ii) of
  Regulation D promulgated 

  



 

















 


	
   

  	
   

  	
  under the Securities Act;
  or

  
	
   

  	
   

  	
   

  
	
  ·

  	
   

  	
  The Purchaser is any
  entity in which all of the equity owners are accredited investors. (Please
  submit a copy of this page countersigned by each such equity owner if relying
  on this item).