Exhibit 10.27


 


RESTRICTED STOCK AGREEMENT


PURSUANT TO THE


AMENDED AND RESTATED


NETSPEND HOLDINGS, INC.


2004 STOCK OPTION AND RESTRICTED STOCK PLAN


 


1.             General.  Pursuant to the Amended and Restated NetSpend
Holdings, Inc. 2004 Stock Option and Restricted Stock Plan (the “Plan”),
Restricted Stock shall be issued to [                      ]
(the “Participant”), effective as of April 20, 2010 (the “Grant
Date”) as hereinafter provided subject to certain restrictions
thereon.  The Restricted Stock shall be
issued to the Participant upon acceptance hereof by the Participant of the
conditions of this Restricted Stock Agreement. 
Capitalized terms used in this Restricted Stock Agreement and not
defined herein shall have the meanings ascribed to them in the Plan.  This Restricted Stock Agreement and the
Restricted Stock to which it relates are subject to the terms and conditions of
the Plan, a copy of which is attached hereto. 
If there is any conflict between the terms and conditions of the Plan
and this Restricted Stock Agreement, the terms and conditions of Plan, as
interpreted by the Committee, shall govern.


 


2.             Number of Shares of
Restricted Stock.  This
Restricted Stock Agreement shall represent the grant of [              ]
shares of Common Stock (the “Restricted Stock”).


 


3.             Vesting of Restricted Stock.  The Restricted Stock shall become vested as
follows:  The Restricted Stock shall
become vested upon the earliest to occur of: (i) February 24, 2013; (ii) the
Participant’s Termination of Service by the Company without Cause (but
excluding a termination due to Disability), provided that vesting will be
pro-rated based on the number of days from February 24, 2010 through the
date of the Termination of Service and the total 1,095-day vesting schedule
(e.g., if the Termination of Services occurs on the first anniversary of the
Grant Date, one-third (1/3 of the shares of Restricted Stock will be vested); (iii) the
date that is six months following an Initial Public Offering; and (iv) a
Change in Control; subject, in each case, to the Participant’s continued
service with the Company or an Affiliate through the applicable vesting date or
event.


 


4.             Participants’
Representations and Warranties.  The Participant shall complete the Investment
Representation Statement attached hereto as Exhibit A, which is a
condition to the Participant’s receipt of this Award of Restricted Stock.


 


5.             Transferability;
Certificates.


 


(a)           Prior to an Initial Public Offering, no Restricted Stock, may be
transferred or disposed of in any way by the Participant, except by will or by
the laws of descent and distribution or pursuant to this Restricted Stock
Agreement.  References to “Participant”
shall include persons who acquire any interest in Restricted Stock under Section 7
of this Restricted Stock Agreement.


 

















 


(b)           A certificate evidencing the Restricted Stock shall be issued by the
Company in Participant’s name pursuant to which the Participant shall have
voting and dividend  rights unless
and until the shares of Restricted Stock are canceled or forfeited pursuant to
the provisions of this Restricted Stock Agreement.  Notwithstanding the foregoing, dividends
issued with respect to unvested shares of Restricted Stock shall be held in a
suspense account until the underlying shares vest, and shall be forfeited upon
the earliest of a Change in Control, the date that is six months from an
Initial Public Offering or the date the Participant’s Termination of Service if
the underlying shares of Restricted Stock have not vested as of such date.  The certificate shall bear a legend,
substantially in the following form, evidencing the nature of the Restricted
Stock, and the Company may cause the certificate to be delivered upon issuance
to the Board  or such other
depository as may be designated by the Company as a depository for safekeeping
until the cancellation or forfeiture occurs or the vesting period ends pursuant
to the terms of the Plan and this Restricted Stock Agreement.


 


THE
SALE AND ISSUANCE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR
UNDER THE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION.  THESE SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF.  THESE SECURITIES MAY NOT BE OFFERED,
SOLD, PLEDGED, OR TRANSFERRED UNLESS (I) A REGISTRATION STATEMENT UNDER
THE ACT IS IN EFFECT AS TO THESE SECURITIES AND SUCH OFFER, SALE, PLEDGE, OR
TRANSFER IS IN COMPLIANCE WITH APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER
JURISDICTION OR (II) THERE IS AN OPINION OF COUNSEL OR OTHER EVIDENCE, IN
EITHER CASE, SATISFACTORY TO THE CORPORATION, THAT AN EXEMPTION THEREFROM IS
AVAILABLE AND THAT SUCH OFFER, SALE, PLEDGE, OR TRANSFER IS IN COMPLIANCE WITH
THE ACT AND APPLICABLE SECURITIES LAW OF ANY STATE OR OTHER JURISDICTION.


 


TRANSFER
OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS
SPECIFIED IN AN AGREEMENT BETWEEN THE ISSUER AND CERTAIN OF ITS STOCKHOLDERS
AND AN AWARD AGREEMENT BETWEEN THE ISSUER AND A PARTICIPANT IN THE ISSUER’S
AMENDED AND RESTATED 2004 STOCK OPTION AND RESTRICTED STOCK PLAN.  NO TRANSFER OF THE SECURITIES REPRESENTED BY
THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN


 


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FULFILLED.  SUCH AGREEMENTS MAY BE INSPECTED AT THE
PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER.


 


(c)           Upon request of the Committee or its delegate, the Participant shall
deliver to the Company a stock power, endorsed in blank, relating to the
Restricted Stock with respect to which the vesting period has not expired.  Notwithstanding any other provisions of this
Restricted Stock Agreement, the issuance or delivery of any Restricted Stock
(whether subject to restrictions or unrestricted) may be postponed for such
period as may be required to comply with applicable requirements of any
national securities exchange or any requirements under any law or regulation
applicable to the issuance or delivery of such Restricted Stock.  The Company shall not be obligated to issue
or deliver any Stock if the issuance or delivery thereof shall constitute a
violation of any provision of any law or of any regulation of any governmental
authority or any national securities exchange.


 


(d)           IPO Lock-Up and Company Repurchase Rights.  For the avoidance of doubt,
Sections 9(e) of the Plan (Company Repurchase Right) and Section 12
of the Plan (IPO Lock-Up) apply to the shares of Restricted Stock.


 


(e)           Prohibited Transfers.  Notwithstanding any provisions in this
Restricted Stock Agreement to the contrary, all shares of Restricted Stock
shall be subject to the transfer restrictions set forth in Section 9(f) of
the Plan.  If any purported Transfer is
made or attempted contrary to the provisions of this Restricted Stock
Agreement, such purported Transfer shall be void ab initio; the Company, and its stockholders shall have,
in addition to any other legal or equitable remedies which they may have, the
right to enforce the provisions of this Restricted Stock Agreement by actions
for specific performance (to the extent permitted by law); and the Company
shall have the right to refuse to recognize any Transferee as one of its
stockholders for any purpose.  For the
avoidance of doubt, the Participant shall not Transfer any shares of Restricted
Stock that have not vested pursuant to Section 3 hereof.


 


6.             Mandatory Participation in
Sale of the Company.


 


(a)           Sale of the Company and/or Its Subsidiaries.


 


(i)            Conditions.  So long as Oak continues to hold at least a
majority of the Common Stock held by it on the effective date of the Plan, if
Oak determines to pursue the sale of the business of the Company and/or its
Subsidiaries to a third party that is not (i) an Affiliate of Oak or (ii) a
Person in which Oak or an Affiliate of Oak holds a direct or indirect equity
interest (other than a ownership interest of less than 5% of the outstanding
capital stock of a public company) or any other material interest (as a
creditor or otherwise) (a “Third Party Purchaser”) in a bona fide arms’
length transaction (whether by way of a merger, consolidation, sale of all or
substantially all of its assets, sale of outstanding capital stock or
otherwise) (an “Approved Sale”), then, subject to the provisions of
subsection (b) of this Section 6:


 


(A)          the Participant shall, subject to the conditions set forth in subsection
(c), consent to, vote for, and raise no objections against, and waive
dissenters and appraisal rights (if any) with respect to, the Approved Sale,


 


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(B)           if the Approved Sale is structured as a sale of stock, the Participant
will agree to sell and will be permitted to sell all of the shares of
Restricted Stock (other than those unvested shares of Restricted Stock that are
forfeited in connection with the Approved Sale) upon on the terms and
conditions approved by Oak, and


 


(C)           if the Approved Sale includes the sale, contribution, exchange,
redemption, cancellation or other disposition of Common Stock, the Participant
will sell, contribute, exchange, redeem, cancel or otherwise dispose of the
Restricted Stock on the terms and conditions approved by the Oak.


 


The
Participant will take all reasonably necessary and desirable actions to
consummate such Approved Sale, including, without limitation, the execution of
all agreements and other instruments and such other actions reasonably
necessary to effectuate the allocation and distribution of the aggregate
consideration upon the Approved Sale as set forth in subsection (b) below.


 


(b)           Approved Sale Obligations.  The obligations of the Participant with
respect to an Approved Sale are subject to the satisfaction of the conditions
that:


 


(i)            the
proceeds of the Approved Sale are applied in accordance with the Company’s
Certificate of Incorporation as in effect immediately prior to such Approved
Sale;


 


(ii)           each
holder of shares of capital stock of the Company shall receive the same
proportion of the aggregate consideration from such Approved Sale that such
holder would have received if such aggregate consideration had been distributed
by the Company in complete liquidation pursuant to the rights and preferences
set forth in the Company’s Certificate of Incorporation as in effect
immediately prior to such Approved Sale and no holder of any shares of capital
stock of the Company shall receive any consideration of any kind from the
purchaser or any of its Affiliates other than such proportionate consideration
(except in respect of such holder’s employment with the Company and other
matters personal to such holder);


 


(iii)          upon
the consummation of the Approved Sale, all of the holders of Common Stock will
receive the same form and amount of consideration per share of each such class
of Common Stock;


 


(iv)          if
any holder of Common Stock is given an option as to the form and amount of
consideration to be received, all holders of the same class or series of stock
will be given the same option;


 


(v)           the Participant shall not be required to make any representations or
warranties other than representations and warranties about the Company and its
business, operations, liabilities and the like that are required by all
Stockholders, in which case, the indemnification obligations of the Participant
with respect to any such representations and warranties provided for in this
clause (v) shall be limited to the Participant’s pro rata portion thereof
(based upon the share ownership of all Stockholders).


 


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(c)           Definitions.


 


(i)            “Initial
Public Offering” means the first firm commitment underwritten public
offering for shares of Common Stock pursuant to an effective registration
statement under the Securities Act with aggregate gross proceeds of at least
$25,000,000.


 


(ii)           “Oak”
means Oak Investment Partners X, Limited Partnership and/or Oak X Affiliates
Fund, L.P.


 


(iii)          “Permitted
Transfer” shall mean any Transfer permitted under this Agreement or the
Plan.


 


(iv)          “Permitted
Transferee” shall mean any Transferee of a Participant permitted under this
Agreement or the Plan.


 


(v)           “Stockholder”
and “Stockholders” shall have the meaning set forth in the Preamble.


 


(vi)          “Transfer” means any direct or indirect transfer, donation, sale,
assignment, pledge, hypothecation, grant of a security interest in or other
disposal of all or any portion of a Security or of any rights thereunder.  “Transferred” means the accomplishment
of a Transfer, and “Transferee” means the recipient of a Transfer.


 


7.             Notices.  All notices or other communications which are
required or permitted hereunder shall be in writing and sufficient if (i) personally
delivered, (ii) sent by nationally-recognized overnight courier or (iii) sent
by registered or certified mail, postage prepaid, addressed as follows:


 


if
to the Participant, to the address set forth on the signature page hereto;
and


 


if
to the Company, to:


 


NetSpend
Holdings, Inc.


c/o
NetSpend Corporation


Austin
Centre


701
Brazos Street, 12th Floor


Austin,
TX  78701


Attention:  Chief Financial Officer


 


or
to such other address as the party to whom notice is to be given may have
furnished to each other party in writing in accordance herewith.  Any such communication shall be deemed to
have been given (x) when delivered, if personally delivered, (y) on
the first Business Day (as hereinafter defined) after dispatch, if sent by
nationally-recognized overnight courier and (z) on the third Business Day
following the date on which the piece of mail containing such communication is
posted, if sent by mail.  As used herein,
“Business Day” means a day that is not a Saturday, Sunday or a day on which
banking institutions in the city to which the notice or communication is to be
sent are not required to be open.


 


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8.             No Waiver.  No
waiver of any breach or condition of this Agreement shall be deemed to be a
waiver of any other or subsequent breach or condition, whether of like or
different nature.


 


9.             Participant Undertaking.  The
Participant hereby agrees to take whatever additional actions and execute
whatever additional documents the Company may in its reasonable judgment deem
necessary or advisable in order to carry out or effect one or more of the
obligations or restrictions imposed on the Participant pursuant to the express
provisions of this Agreement.


 


10.           Successors and Assigns.  Except
as otherwise provided herein, this Agreement shall bind and inure to the
benefit of and be enforceable by the Participant and the Company and their
respective successors, assigns, heirs, representatives and estates, as the case
may be (including subsequent holders of shares of Restricted Stock); provided,
however, that the rights and obligations of the Participant under this
Agreement shall not be assignable except in connection with a Permitted
Transfer of shares of Restricted Stock hereunder (so long as the transferee
agrees in writing in advance to become bound by the terms and conditions
hereof).


 


11.           Modification of Rights.  The
rights of the Participant are subject to modification and termination in
certain events as provided in this Agreement and the Plan.


 


12.           Governing Law.


 


(a)           This
Agreement shall be deemed to be a contract made under, and shall be construed
in accordance with, the laws of the State of Delaware, without giving effect to
conflict of laws principles thereof.


 


(b)           Each
of the parties hereto hereby irrevocably and unconditionally submits, for
himself or herself and his or her property, to the nonexclusive jurisdiction of
any Delaware State court or any federal court of the United States of America
sitting in the State of Delaware, and any appellate court from any thereof, in
any action or proceeding arising out of or relating to this Agreement or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in any such Delaware
State court or, to the extent permitted by law, in any such federal court.  Each of the parties hereto agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.


 


(c)           Each
of the parties hereto irrevocably and unconditionally waives, to the fullest
extent that he or she may legally and effectively do so, any objection that he
or she may now or hereafter have to the laying of venue of any suit, action or
proceeding arising out of or relating to the Agreement in any Delaware state or
federal court sitting in the State of Delaware. 
Each of the parties hereto irrevocably waives, to the fullest extent
permitted by law, the defense of an inconvenient forum to the maintenance of
such action or proceeding in any such court.


 


13.           Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and
the same instrument.


 


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14.           Entire Agreement.  This Agreement, the Plan and the
Investment Representation Statement, constitute the entire agreement between
the parties with respect to the subject matter hereof, and supersede all
previously written or oral negotiations, commitments, representations and
agreements with respect thereto.


 


15.           Withholding.  The Participant shall pay to the Company, or
make arrangements satisfactory to the Company, regarding the payment of any
Federal, state, local or foreign taxes of any kind required by law to be
withheld with respect to the Restricted Stock upon vesting. Certificates shall
not be delivered to the Participant, and the Restricted Stock shall be
forfeited, unless the Participant has made arrangements satisfactory to the
Committee to satisfy tax-withholding obligations.  The Participant may, subject to the Committee’s
prior approval, authorize the Company to withhold a portion of the shares of
Restricted Stock that would otherwise be issued to the Participant upon the
lapse of the applicable vesting restrictions to satisfy such withholding
obligations (up to the minimum statutorily required withholding obligations).


 


16.           83(b) Election.  The Participant shall deliver to the Company
a copy of any election filed by the Participant with the Internal Revenue
Service under Section 83(b) of the Code within 30 days of the Grant
Date.


 


17.           WAIVER OF JURY TRIAL.  NO PARTY TO THIS AGREEMENT OR ANY ASSIGNEE,
SUCCESSOR, HEIR OR PERSONAL REPRESENTATIVE OF A PARTY SHALL SEEK A JURY TRIAL
IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM OR ANY OTHER LITIGATION PROCEDURE
BASED UPON OR ARISING OUT OF THIS AGREEMENT. 
NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION, IN WHICH A JURY
TRIAL HAS BEEN WAIVED, WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT OR
HAS NOT BEEN WAIVED.  THE PROVISIONS OF
THIS SECTION HAVE BEEN FULLY DISCUSSED BY THE PARTIES HERETO, AND THESE
PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. 
NEITHER PARTY HAS IN ANY WAY AGREED WITH OR REPRESENTED TO THE OTHER
PARTY THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN
ALL INSTANCES.


 


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IN
WITNESS WHEREOF, the parties have executed this Restricted Stock Agreement as
of the Grant Date.


 


	
   

  	
  NETSPEND
  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  State
  of Residence:

  	
   

  
				



 


One of the following two must be
fully executed.


 


Acknowledgment
and Agreement of Spouse


 


The
undersigned spouse of the Participant acknowledges that he or she has read this
agreement and agrees to be bound thereby to the extent that the Participant has
executed such document.


 


 


	
   

  	
   

  
	
  Name:

  	
   

  



 


 


Declaration
of Unmarried Status


 


I,
                                  ,
hereby declare that I am not married as of the date hereof.


 


	
   

  	
   

  
	
  Name:

  	
   

  



 


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EXHIBIT A


 


INVESTMENT REPRESENTATION STATEMENT


 


	
  PARTICIPANT:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  COMPANY

  	
  :

  	
  NetSpend
  Holdings, Inc.

  
	
   

  	
   

  	
   

  
	
  SECURITY

  	
  :

  	
  Class A
  Common Stock

  
	
   

  	
   

  	
   

  
	
  AMOUNT

  	
  :

  	
   

  
	
   

  	
   

  	
   

  
	
  DATE

  	
  :

  	
   

  
				



 


In
connection with the acquisition of the above-listed Securities, the undersigned
Participant represents to the Company the following:


 


The Participant is aware
of the Company’s business affairs and financial condition and has acquired
sufficient information about the Company to reach an informed and knowledgeable
decision to acquire the Securities.  The
Participant is acquiring these Securities for investment for the Participant’s
own account only and not with a view to, or for resale in connection with, a “distribution”
thereof within the meaning of the Securities Act.


 


The Participant
acknowledges and understands that the Securities constitute “restricted
securities” under the Securities Act and have not been registered under the
Securities Act in reliance upon a specific exemption therefrom, which exemption
depends upon, among other things, the bona fide nature of the Participant’s
investment intent as expressed herein. 
In this connection, the Participant understands that, in the view of the
Securities and Exchange Commission, the statutory basis for such exemption may
be unavailable if the Participant’s representation was predicated solely upon a
present intention to hold these Securities for the minimum capital gains period
specified under tax statutes, for a deferred sale, for or until an increase or
decrease in the market price of the Securities, or for a period of one year or
any other fixed period in the future. 
The Participant further understands that the Securities must be held
indefinitely unless they are subsequently registered under the Securities Act
or an exemption from such registration is available.  The Participant further acknowledges and
understands that the Company is under no obligation to register the
Securities.  The Participant understands
that the certificate evidencing the Securities will be imprinted with a legend
which prohibits the transfer of the Securities unless they are registered or
such registration is not required in the opinion of counsel satisfactory to the
Company and other legends required under the applicable state or federal
securities laws.


 


The Participant is
familiar with the provisions of Rule 701 and Rule 144, each
promulgated under the Securities Act, which, in substance, permit limited
public resale of “restricted securities” acquired, directly or indirectly from
the issuer thereof, in a non-public offering subject to the satisfaction of
certain conditions.


 


In
the event that the Company does not become subject to the requirements of Section 13
or 15(d) of the Exchange Act, then the Securities may be resold in certain
limited circumstances


 

















 


subject
to the provisions of Rule 144, which requires the resale to occur not less
than one year after the later of the date the Securities were sold by the
Company or the date the Securities were sold by an affiliate of the Company,
within the meaning of Rule 144; and, in the case of acquisition of the
Securities by an affiliate only, the satisfaction of the following conditions: (1) the
resale being made through a broker in an unsolicited “broker’s transaction,” in
transactions directly with a market maker (as said term is defined under the
Exchange Act) or in “riskless principal transactions” (as said term is defined
in the Note to Rule 144(f)(1)); (2) the amount of Securities being
sold during any three month period not exceeding the limitations specified in Rule 144(e);
(3) the availability of certain public information about the Company; and (4) the
timely filing of a Form 144, if applicable.


 


In the event the Company
becomes subject to the reporting requirements of Section 13 or 15(d) of
the Exchange Act, then ninety (90) days thereafter (or such longer period as
any market stand-off agreement may require), Securities exempt under Rule 701
may be resold by non-affiliates in reliance on Rule 144, without
compliance with any of the conditions set forth in Rule 144, and
Securities exempt under Rule 701 may be resold by affiliates in reliance
on Rule 144, subject to the satisfaction of the conditions set forth in
the clauses (1) through (4) immediately above and without compliance
with any specified holding period requirement.


 


The Participant further
understands that in the event all of the applicable requirements of Rule 701
or Rule 144 are not satisfied, registration under the Securities Act,
compliance with Regulation A under the Securities Act, or some other
registration exemption will be required; and that, notwithstanding the fact
that Rules 144 and 701 are not exclusive, the Staff of the Securities and
Exchange Commission has expressed its opinion that a person proposing to sell
private placement securities other than in a registered offering and otherwise
than pursuant to Rules 144 or 701 will have a substantial burden of proof
in establishing that an exemption from registration is available for such
offers or sales, and that such persons and their respective brokers who
participate in such transactions do so at their own risk.  The Participant understands that no
assurances can be given that any such other registration exemption will be
available in such event.


 


The Participant further
represents and warrants that it comes within the category or categories marked
below, and that for any category marked, it can truthfully set forth the
factual basis or reason the investor comes within that category.  The undersigned agrees to furnish any
additional information which the Company deems necessary in order to verify the
answers set forth below.


 


o            (a)           The Participant is an
individual (not a partnership, corporation, etc.) whose individual net
worth, or joint net worth with his or her spouse, presently exceeds
US$1,000,000.


 


Explanation:  In calculating net worth you may include
equity in personal property and real estate, including your principal
residence, cash, short-term investments, stock and securities.  Equity in personal property and real estate
should be based on the appraised fair market value of such property less debt
secured by such property.


 


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o            (b)           The Participant is an
individual (not a partnership, corporation, etc.) who had an income in excess
of US$200,000 in each of the two most recent years, or joint income with his or
her spouse in excess of US$300,000 in each of those years (in each case
including foreign income, tax exempt income and full amount of capital gains
and losses but excluding any income of other family members and any unrealized
capital appreciation) and has a reasonable expectation of reaching the same
income level in the current year.


 


o            (c)           The Participant is a
director or executive officer of the Company.


 


o            (d)           The Participant is a
non-profit organization within the meaning of Section 501(c)(3) of
the Internal Revenue Code, corporation, business trust, partnership or limited
liability company, in each case not formed for the specific purpose of
acquiring the Securities and with total assets in excess of US$5,000,000.  If so, please describe entity:


 


o            (e)           The Participant is a trust
with total assets in excess of US$5,000,000, not formed for the specific
purpose of acquiring the Securities, where the purchase is directed by a “sophisticated
person” as defined in Rule 506(b)(2)(ii) of Regulation D under the
Securities Act.


 


o            (f)            The Participant is a
revocable grantor trust in which each of the grantors is an individual who (i) has
a net worth, either alone or with his or her spouse, of more than $1,000,000 or
(ii) had income in excess of $200,000 during each of the previous two
years and reasonably expects to have income in excess of $200,000 during the
current year, or joint income with his or her spouse in excess of $300,000
during each of the previous two years and reasonably expects to have joint
income in excess of $300,000 during the current year.


 


o            (g)           The Participant is an entity
(other than a trust) all the equity owners of which are “accredited investors”
within one or more of the above categories. 
If so, please describe entity:  (If relying upon this category alone, each equity owner must complete a
separate copy of this questionnaire.)


 


o            (h)           The Participant is not
within any of the categories above and is therefore a non-accredited investor.


 


	
   

  	
  Signature
  of Participant:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Date:                                     ,

  



 


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