Exhibit 10.11


 


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.


 


(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.


 


(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 incorporation 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.


 


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 


 


2

















 


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.


 


(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.


 


(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.


 


(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 


 


3

















 


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 has 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
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 


 


4

















 


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.


 


(k)                                  The Purchaser agrees promptly to notify the
Company should the Purchaser become aware of any change in the information set
forth in this Section 4.


 


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 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.                                 Indemnification.  The
Purchaser will, to the fullest extent permitted by applicable law, indemnify
the Company and each member, manager, officer and employee (each an “Indemnitee”)
against any losses, claims, damages or liabilities to which any of them may
become subject in any capacity in any action, proceeding or investigation
arising out of or based upon any false representation or warranty, or breach or
failure by the Purchaser to comply with any covenant or agreement made by the
Purchaser herein.  The Purchaser will
reimburse each Indemnitee for reasonable legal and other expenses (including
the cost of any investigation and preparation) as they are incurred in
connection with any such action, proceeding or investigation (whether incurred
between any Indemnitee and the Purchaser, or between any Indemnitee and 


 


5

















 


any third party).  The
reimbursement and indemnity obligations of the Purchaser under this Section 8
will survive the Closing Date and will be in addition to any liability which
the Purchaser may otherwise have (including, without limitation, liabilities
under the LLC Agreement), and will be binding upon and inure to the benefit of
any successors, assigns, heirs, estates, executors, administrators and personal
representatives of any Indemnitee.


 


9.                                       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.


 


10.                                 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.


 


11.                                 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.


 


12.                                 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: Kenneth Lohsen

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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: Kenneth Lohsen

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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: Kenneth Lohsen

  
	
   

  	
   

  	
  Title: Vice President

  



 


SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT


 

















 


	
   

  	
  MBP IV PLAN INVESTORS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  DLJ LBO
  Plans Management Corporation,

  
	
   

  	
   

  	
  its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:
  Kenneth Lohsen

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  DLJ LBO
  Plans Management Corporation III,

  
	
   

  	
   

  	
  its General
  Partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:
  Kenneth Lohsen

  
	
   

  	
   

  	
  Title: Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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: Kenneth
  Lohsen

  
	
   

  	
   

  	
  Title: Vice
  President

  



 


SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT


 

















 


	
   

  	
   

  
	
   

  	
  John A. Janitz

  



 


SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT


 

















 


	
   

  	
   

  
	
   

  	
  Dominick J. Schiano

  



 


SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT


 

















 


	
   

  	
  CREDIT SUISSE/CFIG STR INVESTORS SPV, LLC

  
	
   

  	
   

  
	
   

  	
  By: DLJ MB Advisors, Inc., its Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT


 

















 


	
   

  	
  AXA EQUITABLE LIFE INSURANCE COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT


 

















 


SCHEDULE A


 


	
  Purchaser

  	
   

  	
  Class A Units

  	
   

  	
  Total Purchase Price

  	
   

  
	
  DLJ Merchant Banking Partners IV, L.P.

  	
   

  	
  5,192,648

  	
   

  	
  $

  	
  51,926,480

  	
   

  
	
  DLJ Offshore Partners IV, L.P

  	
   

  	
  2,717,846

  	
   

  	
  $

  	
  27,178,459

  	
   

  
	
  DLJ Merchant Banking Partners IV (Pacific),
  L.P.

  	
   

  	
  399,338

  	
   

  	
  $

  	
  3,993,384

  	
   

  
	
  MBP IV Plan Investors, L.P.

  	
   

  	
  1,709,858

  	
   

  	
  $

  	
  17,098,580

  	
   

  
	
  AXA Equitable Life Insurance Company

  	
   

  	
  500,000

  	
   

  	
  $

  	
  5,000,000

  	
   

  
	
  Credit Suisse/CFIG STR Investors SPV, LLC

  	
   

  	
  1,050,000

  	
   

  	
  $

  	
  10,500,000

  	
   

  



 

















 


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 Section501(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).