Growth Initiative Certification

• A summary of the material features of the Transaction including the terms of the investment and the reasons for the investor(s) and Applicant engaging in the Transaction.
• A diagram outlining the transaction if the Applicant believes it would assist in the understanding of the Transaction.

• A copy of all documents in connection with the transaction including: any stock purchase or investment agreement, voting agreements, voting proxy agreements, employment contracts, options or warrants, profit sharing agreements, side letter agreements, legal opinions, etc. Include an index of the Transaction documents with this attachment.
• Applicant’s articles of incorporation, or other organizational documents, as amended.
• Applicant’s bylaws.
• Copies of all minutes of Applicant’s shareholders, directors, members, or partners for the period 1 year prior to the earlier of (i) the Transaction closing date or (ii) the date of this Application (“Application Date”) through the Application Date. The minutes must be submitted with a certification by the Applicant’s Secretary or other appropriate officer that the minutes are true, correct, and complete copies and remain in full force an effect.

• A brief description of the business done or to be done by the Applicant and its subsidiaries focusing on Applicant’s dominant business segments.
• A list of all subsidiaries and their locations and their primary business activities or if the Applicant is a subsidiary of another company, provide details on the parent’s business activities.
• A comparison of the rights and preferences of each class of security (e.g., voting, dividend, liquidation, etc.) if the Applicant has more than one class of securities outstanding.
• A description any past, present, or proposed material contracts, arrangements, understandings, relationships, negotiations, or transactions (excluding the Transaction) the Applicant has with any investor(s).

• An income statement and balance sheet for the Applicant’s most recentlycompleted fiscal year. These financial statements must be reviewed or audited by an outside Certified Public Accountant.
• An income statement for the most recently completed fiscal quarter. This quarterly income statement/P&L is not required to be reviewed or audited by an outside Certified Public Accountant.
• A copy of the Applicant’s federal tax return for its most recent fiscal yearend.
• A schedule of outstanding debt of the Applicant setting forth the name ofthe lender, type of loan (e.g., term loan, line of credit, etc.) amount outstanding, and expiration date. Briefly describe details if any outstanding debt is guaranteed by any shareholders. State whether the Applicant has any debt outstanding with any investors or an Affiliate(s) of any investors or other shareholders. If any such debt is outstanding to any investors, shareholders, or their Affiliates, provide full details of such loans along with copies of the loan documents.

A table setting forth the equity ownership of the Applicant in substantially the following form:

• Name of Owner
• Minority/Citizenship Status
• Class of Shares
• Ownership Amount
• % Ownership of Class
• % Ownership of Total Equity

Below the table, set forth the total number of outstanding shares, total amount of minority-owned shares, and minority ownership percentage.

Instructions to Ownership Table
Include all shareholders owning over 5% or more of the total outstanding equity.

Under the column Minority/Citizenship Status, for each owner use the following codes as applicable: B = Black, E = Asian Pacific, H = Hispanic, AI = Asian Indian NA = Native American, and C = Caucasian. In addition, include an X = Non-U.S. Citizen, if applicable.

Include a footnote providing additional disclosure if any shareholder has pledged any shares as security (stating the number of such shares) and/or may acquire any shares (stating the number of such shares) upon exercise of an option or warrant within 60 days.

For purposes of this table, ownership (i.e., beneficial ownership) shall be determined in accordance with Rule 13d-3 under the Exchange Act of 1934.

If there is more than 1 beneficial owner for the same shares, provide appropriate disclosure in a footnote to avoid confusion. The shares should not be double counted for purposes of determining shares outstanding or ownership percentage.

If any shares are held in trust, provide the name of the trust, provide the name(s) and ethnicity(ies) of the trustee(s) and beneficiaries and submit a brief description of the trustee(s) power to vote and sell the shares held in trust.

If the Applicant’s charter or any transaction or other documents provide for any conversion rights, participation rights, liquidation preferences, waterfalls or any other terms giving a certain class or group of shareholders payments senior to other shareholders or in an amount greater than such shareholder’s percentage of equity ownership, provide the following:

• A detailed summary of how the preferential payments apply upon the sale and/or liquidation of the Applicant.
• A step-by-step detailed analysis of the amount and percentage of the total amount each minority shareholder and all minority shareholders collectively would receive assuming: (i) the Applicant was sold the day after closing of the Transaction to an unrelated 3rd party at the same purchase price used in the Transaction, (ii) the Applicant has no outstanding debt or other obligations to pay (i.e., entire purchase price went to shareholders), and the entire purchase price was paid in cash.
• If any investor(s) also hold any senior debt or other debt or payment obligations not covered in F.2 above, provide a table setting forth the amount and percentage of the purchase price received by the investor(s)and minority shareholder(s) accounting for the payment of such debt.

• A table containing the name, title, ethnicity, and date of appointment for all executive officers of the Applicant.
• A brief description of any agreement, arrangement or understanding between any officer and any other person(s) (naming such person) pursuant to which such officer was or is to be selected as an officer.
• The employment agreement for each executive officer.
• Resume for each executive officer.
• An organizational chart including all executive officers and the names, titles, and ethnicities of all senior management.
• A copy of any agreement(s) impacting the management of the Applicant. Such agreements include but are not limited to management and/or joint venture agreements and any arrangement or contract involving the provision of such services as administrative, marketing services, production, and other types of compensated services.
• Additional disclosure (e.g., background, name of other business, title, functions, etc.) if any executive officer performs management or supervisory functions for another business, or owns or works for any other company that has a relationship with the Applicant (e.g., ownership interest, financial investor, etc.)

A description, citing the specific provisions in the Applicant’s Transaction documents, organizational documents or other documents, of the minority shareholders ability to elect or appoint a majority of the Applicant’s Board of Directors.

• A table of the Applicant’s Board of Directors setting forth:
  
  • Name of director
  • Ethnicity of each director
  • Position on Board and/or committee assignments
  • Expiration of each director’s term
  • Whether each director is an Affiliate of the Applicant, an Affiliate of the investor(s) or an Independent Director as defined in the Guidelines.
• Resume of each director.
• A description of any transaction, in the past 2 years, or any currently proposed transaction, in which the Applicant was or is to be a participant and in which any director or executive officer had or will have a direct or indirect material interest.
• Each director claiming to be a non-Affiliate with the investor(s) must provide a certificate, signed by such director, certifying that such director:
  • Does not own, directly or indirectly, 25% of the equity or have voting control of any investor(s)
  • Is not an officer, director, partner, member, or employee of any investor(s)
  • Does not directly or indirectly control, is controlled by or under common control with any investor(s)
• Each director claiming to be an Independent Director, must provide a certificate, signed by such director, certifying that such director:
  
  • Is not an Affiliate of the Applicant or any investor(s)
  • Meets the requirements of items (A) – (E) under the definition of Independent Director (certifying to each item individually) contain in the Guidelines.
• A brief description of any arrangement or understanding between any director and any other person(s) (naming such person) pursuant to which such director was or is to be selected as a director.

Instructions
Provide and/or respond to the following for the type of Qualified Program Investor participating in the Transaction:

• Angel Investment Group
  
  • Name, address, and website of the group
  • Brief background of the group and investment strategy
  • Total number of investors in the group and number of minority investors
  • Letter from authorized representative of the group certifying that all members of the group are “accredited investors.”
  • The investment track record of the group including names and locations of its portfolio companies, date of investment, type of investment (e.g., equity, SAFE), brief description of each portfolio company, total amount of financing raised by each portfolio company, total amount invested by group.
  • Realized gain or loss.
• Independent Sponsor
  
  • Name, address, and website of the firm
  • Brief background of the firm and investment strategy
  • Names, positions, and ethnicities of firm leadership
  • The investment track record of the firm including names and locations of its portfolio companies, date of investment, brief description of each portfolio company, type of security purchased, total amount of financing raised by each portfolio company, total amount invested by firm.
  • Realized gain or loss.
  • Evidence that firm has a minimum of $25 million in investments plus available/access to cash (“AUM”).
• NMSDC Certified Investment Fund
  
  • Current Certified Investment Fund certificate showing status.
• Investment Fund
  
  • Name, address, and website of the fund
  • Brief background of the fund and investment strategy
  • Evidence that the fund has a minimum of $25 million of AUM.
  • The number of investors in the fund and whether any such investors are Affiliates of the general partner or of each other.
  • The legal structure of the general partner and the names of the individuals or entity comprising the general partner.
  • A statement whether the fund is a minority-managed fund.
• Family Office
  
  • Name, address, and website of the firm
  • Brief background of the firm, its investment strategy and wealth management and concierge services provided.
  • The number of families for which the firm provides services.
  • Disclosure whether the firm provides investment advisory services to the general public.
  • Names, positions, and ethnicities of firm leadership
  • The investment track record of the firm including names and locations of its portfolio companies, date of investment, type of security purchased, a brief description of its portfolio companies, total amount of financing raised by each portfolio company, total amount invested by firm.
  • Realized gain or loss.
  • Certificate from firm’s management that the firm has a minimum of $50million in AUM for each family for which it provides services.
• Foreign Operating Company
  
  • Name and location of company
  • A chart showing the company and its subsidiaries clearly showing the entity making the investment in the Applicant.
  • Country where the company is organized.
  • Percentage of the company’s revenues generated outside the U.S. and percentage of its total assets and located outside the U.S. (provide computations as well as percentages)
  • Evidence (e.g., audited financial statements) of the company’s total revenue in its most recent fiscal year.
  • Provide a list of NAICs codes that the company and the Applicant have in common based on their business activities.
  • If the company and Applicant are in the same industry provide:
    
    • Analysis showing the difference between the company and the Applicant relative to product mix, customer mix and geography of markets, and
    • Analysis showing the difference between the company and the Applicant relative to revenue generated in the U.S. from the same or similar products and services.
• Public Market (i.e., transaction results in Applicant being publicly traded)
  
  • The SEC Form S-1 or other SEC form used in the public offering.
  • Name the securities exchange where the Applicant’s shares are/will be listed.

• Provide any additional material documents or other documents that you would like NMSDC to consider in reviewing your Application.
• If the Applicant’s initial certification was subject to any special conditions, provide disclosure that the Applicant remains in compliance with such conditions.