SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of report (date of earliest event reported): September 28, 2018 (September 27, 2018)
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction
|(Commission File Number)||
Room 1001, Building T5,
DaZu Square, Daxing District,
Beijing, People’s Republic of China
(Address of principal executive offices)
Registrant’s telephone number, including area code: (+86) 10-87227366
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
|☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company þ
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|Item 1.01||Entry into a Material Definitive Agreement.|
On September 27, 2018, Shineco, Inc. (“ we ” or the “ Company ”) entered into a securities purchase agreement (the “ Purchase Agreement ”) with selected investors (the “ Purchasers ”) whereby the Company agreed to sell up to 1,637,700 of common stock (the “ Shares ”) at a purchase price of $1 per Share, for gross proceeds to the Company of approximately $1,637,700. The offering closed on September 28, 2018.
The Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, termination provisions, and other obligations and rights of the parties.
The Company estimates that the net proceeds from the offering will be approximately $1,599,700.
The offering is being made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-221711) previously filed with the Securities and Exchange Commission and a prospectus supplement thereunder. The securities may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A prospectus supplement relating to the offering of the securities has been filed with the SEC and is available on the SEC’s website at http://www.sec.gov. A copy of the opinion of Hunter Taubman Fischer & Li LLC relating to the legality of the issuance and sale of the securities in the offering is attached as Exhibit 5.1 hereto.
The foregoing descriptions of the Purchase Agreement are qualified in their entireties by reference to the full text of the Form of Purchase Agreement, a copy of which is filed herewith as Exhibit 10.1, to this Current Report on Form 8-K and are incorporated by reference herein.
|Item 9.01.||Financial Statements and Exhibits.|
|5.1||Opinion of Hunter Taubman Fischer & Li LLC.|
|10.1||Form of Securities Purchase Agreement.|
|23.1||Consent of Hunter Taubman Fischer& Li LLC (contained in Exhibit 5.1 above).|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: September 28, 2018||By:||/s/ Yuying Zhang|
|Yuying Zhang, Chief Executive Officer|
HUNTER TAUBMAN FISCHER& LI, LLC
1450 Broadway, 26 th Floor
New York, NY 10018
Tel. No: 212-530-2210
Fax No: 212-202-6380
Room 1001, Building T5,
DaZu Square, Daxing District,
Beijing, People’s Republic of China
September 28, 2018
Re: Registration Statement on Form S-3 (File No. 333-221711)
Ladies and Gentlemen:
This opinion is furnished to you in connection with the above-referenced registration statement (the “Registration Statement”), the base prospectus dated September 27, 2018 (the “Base Prospectus”) and the prospectus supplement dated December 19, 2017 (collectively with the Base Prospectus, the “Prospectus”). The Prospectus relates to the offering by Shineco Inc., (the “Company”) of 4,046,814 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The Shares are covered by the Registration Statement. We understand that the Shares are to be offered and sold in the manner set forth in the Prospectus.
We have acted as counsel for the Company in connection with the issuance of the Shares. For purposes of this opinion, we have examined and relied upon such documents, records, certificates and other instruments as we have deemed necessary. The opinions expressed below are limited to the Delaware General Corporation Law and New York Business Corporation Law.
Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized and, when issued and paid for as described in the Prospectus, will be validly issued, fully paid and non-assessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement, and to the use of our name as your counsel under “Legal Matters” in the Prospectus constituting a part of the Registration Statement. In giving this consent, we do not thereby concede that we come within the categories of persons whose consent is required by the Act or the General Rules and Regulations promulgated thereunder. We assume no obligation to update or supplement any of the opinions set forth herein to reflect any changes of law or fact that may occur.
|Very truly yours,|
|/s/ Hunter Taubman Fischer & Li, LLC|
THIS SHARE ISSUANCE AGREEMENT (THIS “AGREEMENT”) RELATES TO AN OFFER AND SALE OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S (AS DEFINED HEREIN) UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).
NONE OF THE SECURITIES TO WHICH THIS SUBSCRIPTION AGREEMENT RELATES HAVE BEEN REGISTERED UNDER THE SECURITIES ACT, OR ANY U.S. STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S UNDER THE SECURITIES ACT, PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
SHARE ISSUANCE AGREEMENT
THIS SHARE ISSUANCE AGREEMENT (this “ Agreement ”), dated as of September 27, 2018 (the “Execution Date”), is by and among Shineco, Inc., a Delaware corporation (the “ Company ”), and each of the individuals and entities listed in Exhibit A (each a “ Shareholder ” and collectively, the “ Shareholders ”).
本股份发行协议（ “ 本协议 ” ）于 2018 年 9 月 27 日（“签署日”）由 Shineco, Inc., 一家特拉华公司（以下称 “ 公司 ” ）和 Exhibit A 中列出的个人及其他主体（以下称 “ 股东 ” ）所签订。
W I T N E S S E T H :
WHEREAS , subject to the terms and conditions set forth in this Agreement and pursuant to the Securities Act of 1933, as amended (the “ Securities Act ”) and Regulation S promulgated thereunder, the Company desires to issue and sell to the Shareholder, and the Shareholder, severally and not jointly with other purchasers, desires to purchase from the Company, securities of the Company as more fully described in this Agreement;
WHEREAS , the offer and issuance of the Shares by the Company (the “ Offering ”) is being made in reliance upon the provisions of Regulation S (“ Regulation S ”) promulgated by the Securities and Exchange Commission (the “ SEC ”) under the Securities Act.
NOW, THEREFORE , in consideration of and subject to the mutual agreements, terms and conditions herein contained, the receipt and sufficiency of which are hereby acknowledged, the Company and Shareholders agree as follows:
鉴于，受制于本协议的条款和条件并根据 1933 年美国证券法修订案（ “ 证券法案 ” ）及 S 条例，公司希望发行并向股东销售本协议下文中更详细描述的公司证券，而股东各自而非与其他股东共同地希望从公司购买该公司证券；
鉴于，公司股份的邀约和发行（以下简称“邀约”）是遵照证券法下，证券交易委员会（以下简称“ 证交会 ”）颁布的 S 条例的条款（以下简称“ S 条例 ”）制定的；并且
|1.||ISSUANCE OF SHARES OF COMMON STOCK|
1.1 Consideration . Subject to the terms and conditions set forth herein, Company is offering to the Shareholder that number of shares of the Common Stock of the Company, par value $0.001 (the “ Common Stock ”) as set forth on the signature page herein at a price of $.1 per share (collectively, the “ Purchase Price ”). The Common Stock are sometimes collectively referred to herein as the “ Shares .” The Shareholder shall have signed Schedule A attached hereto and paid a purchase deposit to the Company in such amount as indicated in Schedule A (the “Purchase Deposit”), upon Execution Date.
对价 。受制于本协议中的条款和条件，公司向股东邀约销售一定数量的票面价值为$0.001的公司普通股（以下称“ 普通股 ”）, 具体价格见本协议的签字页。普通股在本协议中有时也统称为“ 股份 ”。股东在签署日须已经签署所附Schedule A并已向公司递付Schedule A中所要求的认购定金(“ 认购定金 ”)。
1.2 Maximum Number of Shares Being Offered . The Company shall offer a maximum of 2,000,000 shares. Subject to waiver in the sole discretion of the Company, the minimum investment by each Shareholder shall be 100 shares of Common Stock and no fractional shares will be sold.
1.3 Closing . The closing of the transactions contemplated hereby shall take place as agreed by the Company and each Shareholder (the “ Closing ” and such date and time being called the “ Closing Date ”). At the Closing, the Company shall deliver to the each of the Shareholders the certificates in their respective names (“C ertificates ”), representing that number of Shares set forth next to each Shareholder’s name on Exhibit A .
交割 。本协议中拟进行的交易应按滚动交割方式，在公司和每个股东同意的情况下，进行交割（每一笔交割称为“ 交割 ”，相应的日期和时间称为“ 交割日期 ”）。在交割时，公司应向每个股东递交此次认购的证明 ，认购证明中须附有股东的姓名及如Exhibit A中所示的认购股数（“ 认购证明 ”）。
|2.||REPRESENTATIONS AND WARRANTIES OF THE COMPANY 公司的陈述和保证|
The Company represents and warrants to the Shareholders that:
2.1 Organization . The Company is duly incorporated in Delaware and is validly existing in good standing under the laws of Delaware. The Company is not in violation of any of the provisions of its articles of incorporation, by-laws or other organizational or charter documents, each as may be amended (the “ Internal Documents ”). The Company is qualified to transact business as a foreign corporation and is in good standing under the laws of each jurisdiction where the location of its properties or the conduct of its business makes such qualification necessary, except where the failure to be so qualified would not have a material adverse effect on the business, assets, liabilities, results of operations, condition (financial or otherwise), properties or prospects of the Company.
组织结构 。公司在特拉华依法成立并在特拉华法律下合法存在并有良好的经营持续性。公司及其每一个子公司（若有）均没有违反其公司成立协议、公司章程或其他组织或章程类文件及可能的经过修订的此类文件（称为“ 内部文件 ”）中的任何条款。公司没有任何子公司，且没有任何其他公司、合伙企业、协会或其他实体的股份。公司在其每个有资产和商业行为的管辖区内都有合法资格作为外国公司进行经营并有良好的经营持续性，除了一些管辖区，如果公司不能在这些区域内有合法资格经营也不会对公司的商业行为、资产、负债、经营结果、情况（财务或其他）、财产或其他方面产生重大不良影响。
2.2 Authority . The Company has all power and authority to: (i) conduct its business as presently conducted and as proposed to be conducted as described herein; (ii) enter into and perform its obligations under this Agreement; and (iii) issue, sell and deliver the Shares. The execution and delivery of this Agreement and the issuance, sale and delivery of the Shares has been duly authorized by all necessary corporate action. Once executed and delivered, this Agreement will constitute, valid and binding obligations of the Company, enforceable against the Company in accordance with its terms except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, including the effect of statutory and other laws regarding fraudulent conveyances and preferential transfers, and except that no representation is made herein regarding the enforceability of the Company’s obligations to provide indemnification and contribution remedies under the securities laws and subject to the limitations imposed by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or in equity).
2.3 Valid Issuance . The Shares will be duly and validly issued, fully paid and non-assessable, and free from all taxes or liens with respect to the issue thereof and shall not be subject to preemptive rights, rights of first refusal and/or other similar rights of shareholders of the Company and/or any other person.
2.4 No Litigation . No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or its property is pending or, to the best knowledge of the Company, threatened that (i) could reasonably be expected to have a material adverse effect on the performance of this Agreement by the Company or the consummation of any of the transactions contemplated hereby or thereby, and/or (ii) could reasonably be expected to have a material adverse effect on the Company’s operations.
2.5 No Material Violation . The Company is not in (i) violation or default of any provision of its Internal Documents; (ii) default or material violation of the terms of any indenture, contract, lease, mortgage, deed of trust, note agreement, loan agreement or other agreement, obligation, condition, covenant or instrument to which it is a party or bound or to which its property is subject; and/or (iii) default or material violation of any statute, law, rule, regulation, judgment, order or decree applicable to the Company of any court, regulatory body, administrative agency, governmental body, arbitrator or other authority having jurisdiction over the Company or any of its properties, as applicable.
2.6 No Securities Act Registration . Assuming the accuracy of the Shareholders’ representations and warranties set forth in this Agreement, no registration under the Securities Act of the Shares is required for the offer and sale of the Shares to the Shareholders in the manner contemplated herein.
2.7 No Conflict . The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, conflict with, or result in any violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or to a loss of a material benefit under any provision of any mortgage, indenture, lease or other agreement or instrument, permit, concession, franchise, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to the Company or his properties or assets. Neither the execution and delivery of this Agreement by the Company, nor the consummation of the transaction contemplated hereby, will result in the imposition of any security interest upon the Shares.
2.8 Securities Compliance and Restricted Shares . All Shares are restricted securities as defined in Rule 144 promulgated under the Securities Act.
2.9 Certain Fees . No brokers fees, finder’s fees or financial advisory fees or commissions will be payable by the Company with respect to the transactions contemplated by this Agreement. The Shareholders shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this section that may be due in connection with the transactions contemplated by this Agreement.
|3.||REPRESENTATIONS AND WARRANTIES OF EACH OF THE SHAREHOLDERS 股东的陈述和保证|
Each Shareholder hereby represents and warrants to the Company as follows:
3.1 Organization . Such Shareholder is either an individual or an entity, corporate, partnership, limited liability company, duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its formation, with full right, or similar power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out his, her or its obligations hereunder and thereunder.
3.2 Authority . Such Shareholder has the requisite power and authority to enter into and perform this Agreement and to purchase the Shares being sold to him, her or it hereunder. The execution, delivery and performance of this Agreement by such Shareholder and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate, partnership or limited liability company action, and no further consent or authorization of such Shareholder or its Board of Directors, stockholders, partners, members, or managers, as the case may be, is required. This Agreement has been duly authorized, executed and delivered by such Shareholder and constitutes, or shall constitute when executed and delivered, a valid and binding obligation of such Shareholder enforceable against such Shareholder in accordance with the terms hereof.
3.3 Purchase Entirely for Own Account . This Agreement is made with such Shareholder in reliance upon such Shareholder’s representation to the Company, which by such Shareholder’s execution of this Agreement, such Shareholder hereby confirms. The Shares to be acquired by such Shareholder will be acquired for investment for such Shareholder’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and such Shareholder has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, such Shareholder further represents that such Shareholder does not presently have any contract, undertaking, agreement or arrangement with any individual, corporation, partnership, limited liability company, joint venture, trust or other entity (“ Person ”) to sell, transfer or grant participations to any Person, with respect to any of the such Shareholder’s Shares.
3.4 Experience of Shareholder . Such Shareholder, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Shares, and has so evaluated the merits and risks of such investment.
3.5 Ability to Bear Risk . Such Shareholder understands and agrees that the purchase of the Shares is a high risk investment and that such Shareholder is able to afford and bear an investment in a speculative venture having the risks and objectives of the Company, including a risk of total loss of such investment. Such Shareholder must bear the substantial economic risks of the investment in the Shares indefinitely because the Shares may not be sold, hypothecated or otherwise disposed of unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration(s) is available.
3.6 Disclosure of Information . Such Shareholder has been given access to full and complete information regarding the Company and has utilized such access to such Shareholder’s satisfaction for the purpose of obtaining such information regarding the Company as such Shareholder has reasonably requested. In particular, such Shareholder: (i) has received and thoroughly read and evaluated all the disclosures contained in this Agreement; and (ii) has been given a reasonable opportunity to review such documents as such Shareholder has requested and to ask questions of, and to receive answers from, representatives of the Company concerning the Shares and the business and affairs of the Company and to obtain any additional information concerning the Company’s business to the extent reasonably available so as to understand more fully the nature of this investment and to verify the accuracy of the information supplied. Such Shareholder is satisfied that he, she or it has received adequate information with respect to all matters which he, she or it considers material to its decision to make this investment.
3.7 Restricted Securities . Such Shareholder understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act, which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such Shareholder’s representations as expressed herein. Such Shareholder understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, Shareholder must hold the Shares indefinitely unless they are registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements is available. Except as otherwise provided herein, such Shareholder acknowledges that the Company has no obligation to register or qualify the Shares. Such Shareholder further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period of the Shares, or requirements relating to the Company that are outside of such Shareholder’s control, and which the Company is under no obligation, and may not be able, to satisfy.
3.8 Exculpation Among Shareholders . Such Shareholder acknowledges that he, she or it is not relying upon any Person, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Such Shareholder agrees that he, she or it is not liable to any other purchasers participating in this Offering for any action heretofore taken or omitted to be taken by any of them in connection with the purchase of the Shares.
3.9 Residence . Such Shareholder is presently a bona fide resident of the state or country represented on the signature page hereof and has no present intention of becoming a resident of any other state, country, or jurisdiction, and the address and Social Security Number/National Insurance Number (or other applicable number) or Employer Identification Number/Corporate Tax Reference Number (or other applicable number) set forth on the signature page hereof are Shareholder’s true and correct residential or business address and Social Security Number/National Insurance Number (or other applicable number) or Employer Identification Number/Corporate Tax Reference Number (or other applicable number).
3.10 Trading Restrictions . Such Shareholder has been independently advised as to the restrictions with respect to trading the Shares and with respect to the resale restrictions imposed by applicable securities laws, hereby confirms that no representation has been made to him, her or it by or on behalf of the Company with respect thereto, hereby acknowledges the risks relating to an investment therein and of the fact that he, she or it may not be able to resell the Shares except in accordance with limited exemptions under applicable securities legislation and regulatory policy until expiry of the applicable restriction period and compliance with the other requirements of applicable law, that such Shareholder (or others for whom he, she or it is contracting hereunder) is solely responsible to find out what these restrictions are and that such Shareholder is solely responsible (and not the Company) for compliance with applicable resale restrictions and that such Shareholder is aware that he, she or it may not be able to resell the Shares except in accordance with limited exemptions under applicable securities laws, and he, she or it agrees that any certificates representing the Shares may bear a legend indicating that the resale of such securities is restricted.
3.11 Reporting Company Status . Such Shareholder is aware that the Company is a “reporting company” (as such term is used in the Securities Exchange Act of 1934, as amended) in the U.S.
申报公司状态 。股东知晓公司并非 1934 年证券交易法案修订案中定义的美国 “ 申报公司 ” 。
3.12 Additional Financings . The Company may complete additional financings, including project financing, in the future in order to develop the business of the Company and to fund its ongoing development; there is no assurance that such financings or project financings will be available and, if available, on reasonable terms; failure to obtain sufficient additional funds by way of debt or equity financings or through joint ventures will prevent the continued development of the business of the Company and any such future financings may have a dilutive effect on current security holders, including such Shareholder.
3.13 Holding Periods . Such Shareholder is solely responsible (and not the Company) for compliance with all applicable hold periods and resale restrictions to which the Shares are subject.
3.14 Confidential Information . The Shareholder agrees that such Shareholder and his, her or its employees, agents and representatives will keep confidential and will not disclose, divulge or use (other than for purposes of monitoring its investment in the Company) any confidential information which such Shareholder may obtain from the Company pursuant to financial statements, reports and other materials submitted by the Company to such Shareholder pursuant to this Agreement, unless such information is (i) known to the public through no fault of such Shareholder or his, her or its employees or representatives; (ii) becomes part of the public domain other than by a breach of this Agreement; (iii) becomes known by the action of a third party not in breach of a duty of confidence; or (iv) is required to be disclosed to a third party pursuant to any applicable law, government resolution, or decision of any court or tribunal of competent jurisdiction; provided, however, that a Shareholder may disclose such information (i) to his, her or its attorneys, accountants and other professionals in connection with their representation of such Shareholder in connection with such Shareholder’s investment in the Company, (ii) to any prospective permitted transferee of the Shares, or (iii) to any general partner or affiliate of such Shareholder, so long as the prospective transferee agrees to be bound by the provisions of this Section 3.14 .
3.15 Regulation S Exemption . Such Shareholder acknowledges and agrees that none of the Shares have been registered under the Securities Act, or under any state securities or “blue sky” laws of any state of the United States, and are being offered only in a transaction not involving any public offering within the meaning of the Securities Act, and, unless so registered, may not be offered or sold in the United States or to U.S. Persons (as defined herein), except pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, and in each case only in accordance with applicable state and provincial securities laws. Such Shareholder understands that the Shares are being offered and sold to him, her or it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such Shareholder set forth herein in order to determine the applicability of such exemptions and the suitability of such Shareholder to acquire the Shares. In this regard, such Shareholder represents, warrants and agrees that:
S 条例豁免条款 。股东确认且同意股份未根据证券法或美国任何州“蓝天”证券法注册，且仅在证券法定义中的非公众邀约交易中进行邀约，且，除非进行该等注册，不得在美国境内或向美国人士（见协议中定义）出售，但是根据证券法下有效注册声明的、或根据证券法中可用豁免的、或不受证券法注册规定的交易的，且在上述各种情况下均符合相关州证券法的情况除外。股东理解，将要向其提供并出售的股份依赖于美国联邦和州证券法中S条例规定的注册要求的豁免。公司将依赖于股东在协议里的陈述、保证、合意、确认和理解的真实性和准确性为上述用途与目的决定豁免条款在其中的适用性和股东获得股份的适当性。就这点而言，股东陈述，保证并同意：
(a) The Shareholder is not a U.S. Person and is not an affiliate (as defined in Rule 501(b) under the Securities Act) of the Company and is not acquiring the Shares for the account or benefit of a U.S. Person. A “ U.S. Person ” means any one of the following:
股东非美国人士，也非公司的关联人士（根据证券法501（b）条款的定义），且股东购买的股份不为美国人士的目的或利益。 “ 美国人士 ” 定义为下列中的任意一种：
|(A)||any natural person resident in the United States of America;|
|(B)||any partnership, limited liability company, corporation or other entity organized or incorporated under the laws of the United States of America;|
|(C)||any estate of which any executor or administrator is a U.S. Person;|
|(D)||any trust of which any trustee is a U.S. Person;|
|(E)||any agency or branch of a foreign entity located in the United States of America;|
|(F)||any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;|
|(G)||any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States of America; and|
|(H)||any partnership, company, corporation or other entity if:|
|(1)||organized or incorporated under the laws of any foreign jurisdiction; and|
|(2)||formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.|
由美国人士以证券法中投资未注册的证券为主要目的， 除非是由非自然人，财产或信托的实体的合资格投资者（根据证券法第501（a）条款）设立或组成或拥有 。
(b) At the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, the Shareholder was outside of the United States.
(c) The Shareholder realizes that the basis for the exemption may not be present if, notwithstanding such representations, the Shareholder has in mind merely acquiring the Shares for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Shareholder does not have any such intention.
(d) The Shareholder will not, during the period commencing on the date of issuance of the Shares and ending on the first anniversary of such date, or such shorter period as may be permitted by Regulation S or other applicable securities law (the “ Restricted Period ”), offer, sell, pledge or otherwise transfer the Shares in the United States, or to a U.S. Person for the account or for the benefit of a U.S. Person, or otherwise in a manner that is not in compliance with Regulation S.
股东不会在自发行股份日到其一年周期日期间内，或者S 条例或其他适用证券法允许的更短时间（“ 受限制期限 ”）内，在美国进行股份的邀约、出售、质押或另外转让，或为美国人士利益或目的向其转让，或任何不遵守S条例的行为。
(e) The Shareholder will, after expiration of the Restricted Period, offer, sell, pledge or otherwise transfer the Shares only pursuant to registration under the Securities Act or an available exemption therefrom and, in accordance with all applicable state and foreign securities laws.
(f) The Shareholder was not in the United States engaged in, and prior to the expiration of the Restricted Period will not engage in, any short selling of or any hedging transaction with respect to the Shares, including without limitation, any put, call or other option transaction, option writing or equity swap.
(g) Neither the Shareholder nor or any person acting on his, her or its behalf has engaged, nor will engage, in any directed selling efforts to a U.S. Person with respect to the Shares and the Shareholder and any person acting on his, her or its behalf have complied and will comply with the “offering restrictions” requirements of Regulation S under the Securities Act.
(h) The transactions contemplated by this Agreement have not been pre-arranged with a buyer located in the United States or with a U.S. Person, and are not part of a plan or scheme to evade the registration requirements of the Securities Act.
(i) Neither the Shareholder nor any person acting on his, her or its behalf has undertaken or carried out any activity for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States, its territories or possessions, for any of the Shares. The Shareholder agrees not to cause any advertisement of the Shares to be published in any newspaper or periodical or posted in any public place and not to issue any circular relating to the Shares, except such advertisements that include the statements required by Regulation S under the Securities Act, and only offshore and not in the U.S. or its territories, and only in compliance with any local applicable securities laws.
(j) The Shareholder has carefully reviewed and completed the investor questionnaire annexed hereto as Exhibit B.
股东仔细阅读并完成了 Exhibit B 中所附的投资者问卷。
3.16 No Advertisements or Direct Selling Effort . Such Shareholder is not receiving the Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio or via the Internet, or presented at any seminar or meeting. The Shareholder has not acquired the Shares as a result of, and will not engage in, any “directed selling efforts” (as defined in Regulation S) in the United States in respect of any of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for the resale of any of the Shares; provided, however, that such Shareholder may sell or otherwise dispose of any of the Shares pursuant to registration of any of the Shares pursuant to the Securities Act and any applicable state securities laws or under an exemption from such registration requirements and as otherwise provided herein.
禁止在美国直接出售 。股东没有由于或继广告、文件、 通知或其他在任何报纸、杂志，或任何类似媒体或电视收音机转播或互联网或在任何研讨会或会议的其他出版传播之后认购股份。股东收购股份并非基于，且其自身不参与，任何在美国境内关于股份“直接出售”（见S条例中定义），包括为股份转售而进行的可被合理预计影响美国的市场情况行为；但条件是，股东可以通过证券法及相关州证券法下的股份注册或对于注册规定的豁免或本协议中另外所作规定对股份进行出售或另外处置。
3.17 Legend . Such Shareholder acknowledges and agrees that the Shares shall bear a restricted legend (the “ Legend ”), in the form and substance as set forth in Section 4 hereof, disclosing the prohibition on the offer, sale, pledge or transfer of the Shares, except (i) pursuant to an effective registration statement filed under the Securities Act, (ii) in accordance with the applicable provisions of Regulation S, promulgated under the Securities Act, (iii) pursuant to an exemption from registration provided by Rule 144 under the Securities Act (if available), and (iv) pursuant to any other exemption from the registration requirements of the Securities Act or for estate planning purposes (subject to any escrow restrictions).
标志 。股东理解并同意股份需要具有限制性的标志（以下简称“ 标志 ”），根据第四节的形式和内容，披露以下禁止邀约，出售，质押或者转让股份，除非（i）依据证券法提交有效的注册陈述，（ii）符合颁布在证券法中适用的S 条例条款，（iii）依据证券法中注册要求144 规则的豁免（若可以）， 和（iv）依据其他根据证券法中注册要求的豁免或为财产规划目的（受任何代管限制）。
3.18 Economic Considerations . Such Shareholder is not relying on the Company, or its affiliates or agents with respect to economic considerations involved in this investment. Such Shareholder has relied solely on his, her or its own advisors.
3.19 Compliance with Laws . Any resale of the Shares during the “distribution compliance period” as defined in Rule 902(f) to Regulation S shall only be made in compliance with exemptions from registration afforded by Regulation S. Further, any such sale of the Shares in any jurisdiction outside of the United States will be made in compliance with the securities laws of such jurisdiction. Such Shareholder will not offer to sell or sell the Shares in any jurisdiction unless such Shareholder obtains all required consents, if any.
3.20 General . Such Shareholder understands that the Shares are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities laws and the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such Shareholder set forth herein in order to determine the applicability of such exemptions and the suitability of such Shareholder to acquire the Shares.
|4.||LEGENDS, ETC. 标志及其他。|
4.1 Legends . Each certificate representing the Shares shall be endorsed with the following legends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws:
“THESE SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.”
“TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”
4.2 Company’s Refusal to Register Transfer of Shares . The Company shall refuse to register any transfer of the Shares not made in accordance with (i) the provisions of Regulation S, (ii) pursuant to an effective registration statement filed under the Securities Act, or (iii) pursuant to an available exemption from the registration requirements of the Securities Act.
|5.||TRANSFER RESTRICTIONS. 转让限制。|
5.1 Restrictions on Transfer . No Shareholder shall transfer any of his, her or its Shares until the Certificates representing such Shares have been released to such Shareholder by Company. Notwithstanding the foregoing or anything else to the contrary in this Agreement, except for any Permitted Transfer (as defined below), (i) a Shareholder shall not transfer, assign, encumber or otherwise dispose of any Shares, and (ii) a Shareholder shall not transfer, assign, encumber or otherwise dispose of any of the Shares in contravention of the Market Stand-Off or the transfer restrictions set forth in this Section 5 below.
转让限制 。股东不能转让其股份，直至公司向东发放该股份的股份认购证明。不受上述条款或本协议中其他条款，除非是任何获准转让，（i）股东不可转让其股份、合同权利，限制股权，或处理任何股份，且（ii）股东不可以任何违背市场隔离或本协议 第5节 中的转让限制的形式，转让其股份、合同权利，限制股权，或以其他任何形式处理任何股份。
5.2 Transferee Obligations . Each Person (other than the Company) to whom the Shares are transferred by means of a Permitted Transfer must, as a condition precedent to the validity of such transfer, acknowledge in writing to the Company that such Person is bound by the provisions of this Agreement and that the transferred Shares are subject to (i) the Market Stand-Off and (ii) the transfer restrictions set forth in this Section 5 , to the same extent such Shares would be so subject if retained by the transferring Shareholder.
受让人责任 。作为转让有效的先决条件，所有除公司以外的、通过获准转让获得股份的自然人或法人都必须以书面形式向公司承认其受到本协议的制约，且被转让的股份受到如下制约 : （ i ）市场隔离，和（ ii ）本协议 第 5 节 所述的转让限制，制约程度与该股份未被转让前所受制约一致。
5.3 Market Stand-Off . 市场隔离。
(a) In connection with the Company’s Initial Public Offering (as defined below) and any underwritten public offering by the Company of its equity securities pursuant to an effective registration statement filed under the Securities Act that is declared effective within two years after the effective date of the Company’s Initial Public Offering, the Shareholders shall, if requested by either the Company or the underwriters, enter into a lock-up agreement in a customary form and for a customary duration and with customary carve-outs for any dispositions to the Company for the purpose of satisfying any tax withholding liabilities in connection with the Shares, pursuant to which Shareholders shall not sell, make any short sale of, hedge with, loan, hypothecate, pledge, grant any option for the purchase of, or otherwise dispose or transfer for value or otherwise agree to engage in any of the foregoing transactions with respect to, any Shares without the prior written consent of the Company or its underwriter, as applicable (the “ Market Stand-Off ”). The Market Stand-Off shall be in effect for such customary period of time from and after the effective date of the final prospectus for the offering as may be requested by the Company or such underwriters.
(b) Any new, substituted or additional securities that are by reason of any recapitalization or reorganization of the Company distributed with respect to Shares shall be immediately subject to the Market Stand-Off.
(c) In order to enforce the Market Stand-Off, the Company may impose stop-transfer instructions with respect to Shares until the end of the applicable stand-off period. In addition, the foregoing covenant may be enforced by the underwriters who are parties with the Company to an underwriting agreement under which such public offering is being undertaken.
6.1 Definitions . 定义。
(a) “ Initial Public Offering ” shall mean a self-underwritten offering, or an underwritten public offering, either firm commitment or best efforts, pursuant to an effective registration statement under the Securities Act, covering the offer and sale of the Company’s Common Stock.
“ 首次公开募股 ”是指 根据“证券法”规定的有效注册声明进行的公开发行或承销公开发行，包括通过包销或代销等形式进行的公司普通股的招募和发售。
(b) “ Permitted Transfer ” shall mean with respect to a Shareholder (i) a transfer of the Shares to one or more of such Shareholder’s family members (as defined in Rule 701 promulgated by the SEC under the Securities Act) through a gift or domestic relations order, or as otherwise permitted by Rule 701 promulgated by the SEC under the Securities Act, (ii) a transfer of title to the Shares effected pursuant to such Shareholder’s will or the laws of descent and distribution following such Shareholder’s death, or (iii) a transfer to the Company in pledge as security for any purchase-money indebtedness incurred by such Shareholder in connection with the acquisition of the Shares.
“ 获准转让 ”是指股东（i）通过赠与或基于亲属关系，将股份转让给一名或多名该股东的亲属（定义见证券交易委员会根据证券法案颁布的细则701） ，或证券交易委员会根据证券法颁布的细则701所规定的其他许可，（ii）若股东去世，则根据该股东的遗嘱或相关分配法律转让股份的所有权，或（iii）转让予公司质押，作为该股东因收购股份而产生的任何购买款项债务的抵押。
6.2 Fees and Expenses . Except as expressly set forth in this Agreement to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.
6.3 Representations and Warranties . The representations and warranties of the Company and each Shareholder shall survive the Closing and delivery of the Shares.
6.4 Indemnification . Each Shareholder agrees to indemnify and hold harmless the Company and each of its directors, officers or agents from and against any and all losses, damages, liabilities and expenses arising out of or in connection with any breach of, or inaccuracy in, any representation or warranty of such Shareholder, whether contained in this Agreement or otherwise.
补偿 。对于一切由于违反此协议中的或与之相关的陈述或保证或其不准确性而造成的损失、损害、债务和花费，股东同意补偿并豁免公司及其董事、管理人员或代理人的责任 。
6.5 Waiver, Amendment . Neither this Agreement nor any provisions hereof shall be waived, modified, changed, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, modification, change, discharge or termination is sought.
6.6 Assignability . Neither this Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignable by either Company or the Shareholders without the prior written consent of each other party.
6.7 Section and Other Headings . The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
6.8 Governing Law; Consent to Jurisdiction; Waiver of Jury Trial . This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the choice of law principles thereof. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of the courts of the State of New York located in New York, New York and the United States District Court for the Southern District of New York for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the parties hereto irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. Each party hereto irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS ARISING OUT OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.
6.9 Counterparts . This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement.
6.10 Notices . All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given if delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid or if delivered by facsimile or electronic transmission, on the business day of such delivery if sent by 6:00 p.m. in the time zone of the recipient, or if sent after that time, on the next succeeding business day (as evidenced by the printed confirmation of delivery generated by the sending party’s telecopier machine):
(a) if to a Shareholder, at the address included on the signature page for such Shareholder.
(b) if to the Company:
Attn: Yuying Zhang
Room 1001, Building T5, DaZu Square, Daxing District
Beijing, People’s Republic of China (+86) 10-87227366
6.11 Binding Effect . The provisions of this Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, permitted successors and assigns.
6.12 Entire Agreement . This Agreement (including the Exhibit hereto) constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes and cancels any other written or oral agreement relating to the subject matter hereof between the parties.
6.13 Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
6.14 Remedies . In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Shareholders and the Company will be entitled to specific performance under this Agreement. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in this Agreement and hereby agree to waive and not to assert in any action for specific performance of any such obligation the defense that a remedy at law would be adequate.
6.15 Construction . The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise this Agreement and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments thereto.
6.16 Further Assurances : Each party hereto shall from time to time at the request of the other party hereto do such further acts and execute and deliver such further instruments, deeds and documents as shall be reasonably required in order to fully perform and carry out the provisions of this Agreement. The parties hereto agree to act honestly and in good faith in the performance of their respective obligations hereunder.
6.17 Waivers . No waiver by any party of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any other provisions, condition or requirement hereof and thereof, nor shall any delay or omission of any party to exercise any right hereunder and thereunder in any manner impair the exercise of any such right accruing to it thereafter.
6.18 Successors And Assigns . This Agreement may not be assigned by a party hereto without the prior written consent of the Company or the Shareholders, as applicable, provided , however , that, subject to federal and state securities laws and as otherwise provided in this Agreement, the Shareholders may assign its rights and delegate its duties hereunder in whole or in part (i) to a third party acquiring all or substantially all of its Common Stock in a private transaction or (ii) to an affiliate, in each case, without the prior written consent of the Company or the other purchasers participated in this Offering, after notice duly given by such Shareholders to the Company provided , that no such assignment or obligation shall affect the obligations of such Shareholders hereunder and that such assignee agrees in writing to be bound, with respect to the transferred securities, by the provisions hereof that apply to the Shareholders. The provisions of this Agreement shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.
6.19 Signature Page . It is hereby agreed that the execution by the Shareholders of this Agreement, in the place set forth herein, will constitute agreement to be bound by the terms and conditions hereof.
[signature pages follow]
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.
|Name （姓名） :|
|Name and Address of Shareholder||Number of Shares||Purchase Price|
INVESTOR SUITABILITY QUESTIONNAIRE
FOR NON-U.S. INVESTORS AS DEFINED IN RULE 902 OF REGULATION S
Shineco, Inc., a Colorado corporation (the “ Company ”), will use the responses to this questionnaire to qualify prospective investors for purposes of federal and state securities laws.
Please complete , sign , date and return one copy of this questionnaire as soon as possible, via mail or facsimile, to:
Room 1001, Building T5, DaZu Square, Daxing District
Beijing, People’s Republic of China
(EXACT NAME AS IT SHOULD APPEAR ON SECURITIES)
|1.||Please indicate the country in which you maintain your principal residence and how long you have maintained your principal residence in that country.|
You agree that the Company may present this questionnaire to such parties as the Company deems appropriate to establish the availability of exemptions from registration under federal and state securities laws. You represent that the information furnished in this questionnaire is true and correct and you acknowledge that the Company and its counsel are relying on the truth and accuracy of such information to comply with federal and state securities laws. You agree to notify the Company promptly of any changes in the foregoing information that may occur prior to the investment.
|Title or capacity of signing party if the Shareholder is partnership, corporation, trust or other non-individual entity|
I. INDIVIDUAL INVESTORS
(Investors other than individuals should turn to Part II)
INITIAL EACH BOX TRUE OR FALSE OR COMPLETE, AS APPROPRIATE
Disclosure of Foreign Citizenship .
|You are a citizen of a country other than the United States.|
|2.||_________________||If the answer to the preceding question is true, specify the country of which you are a citizen.|
Verification of Status as a Non-”U.S. Person” under Regulation S .
|You are a natural person resident in the United States.|
PLEASE PROVIDE COPIES OF THE IDENFICATION DOCUMENTS ISSUED BY THE COUNTRY OF WHICH YOU ARE A CITIZEN.
PLEASE TURN TO PART III AND SIGN AND DATE THIS QUESTIONNAIRE
II. NON-INDIVIDUAL INVESTORS
(Please answer Part II only if the purchase is proposed to be undertaken by a corporation, partnership, trust or other entity)
|●||If the investment will be made by more than one affiliated entity, please complete a copy of this questionnaire for EACH entity.|
|PLEASE PROVIDE COPIES OF THE FORMATION DOCUMENTS ISSUED BY THE COUNTRY IN WHICH YOU WERE FORMED.|
INITIAL EACH BOX TRUE OR FALSE
Disclosure of Foreign Ownership .
|You are an entity organized under the laws of a jurisdiction other than those of the United States or any state, territory or possession of the United States (a “Foreign Entity”).|
|You are a corporation of which, in the aggregate, more than one-fourth of the capital stock is owned of record or voted by Foreign Citizens, Foreign Entities, Foreign Corporations (as defined below) or Foreign partnerships (as defined below) (a “Foreign Corporation”)|
|You are a general or limited partnership of which any general or limited partner is a Foreign Citizen, Foreign Entity, Foreign Government, Foreign Corporation or Foreign Partnership (as defined below) (a “Foreign Partnership”)|
|You are a representative of, or entity controlled by, any of the entities listed in items 1 through 3 above.|
Verification of Status as a Non-”U.S. Person” under Regulation S .
|You are a partnership or corporation organized or incorporated under the laws of the United States.|
|You are an estate of which any executor or administrator is a U.S. Person. If the preceding sentence is true, but the executor or administrator who is a U.S. Person is a professional fiduciary and (i) there is another executor or administrator who is a non-U.S. Person who has shared or sole investment discretion with respect to the assets of the estate; and (ii) the estate is governed by foreign law, you may answer “False.”|
|You are a trust of which any trustee is a U.S. Person. If the preceding sentence is true, but the trustee who is a U.S. Person is a professional fiduciary and (i) there is another trustee who is a non-U.S. Person who has shared or sole investment discretion with respect to the trust assets; and (ii) no beneficiary of the trust is a U.S. Person, you may answer “False.”|
|You are an agency or branch of a foreign entity located in the United States.|
|You are a non-discretionary or similar account (other than an estate or trust) held by a dealer or fiduciary for the benefit or account of a U.S. Person.|
|You are a discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized or incorporated, or (if an individual) resident in the United States. If the preceding sentence is true, but such account is held by a dealer or other professional fiduciary organized or incorporated, or resident in the United States for the benefit or account of a non-U.S. Person, you may answer “False.”|
|You are a partnership or corporation that was organized under the laws of any foreign jurisdiction by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act not organized or incorporated. If the preceding sentence is true, but you were organized or incorporated and are owned by accredited investors (as defined in rule 501(a) of Regulation D) who are not natural persons, estates or trusts, you may answer “False.”|
|You are an employee benefit plan established and administered in accordance with the law and customary practices and documentation of a country other than the United States.|
|You are an agency or branch of a U.S. Person located outside the United States that is (i) operated for valid business reasons; (ii) engaged in the business of insurance or banking; and (iii) subject to substantive insurance or banking regulation, respectively, where located.|
|You are the International Monetary Fund, the International Bank for Reconstruction and Development, the Inter-American Development Bank, the Asian Development Bank, the African Development Bank, the United Nations, or one of their agencies, affiliates or pension plans.|
You agree that the Company may disclose this questionnaire to such parties as the Company deems appropriate to establish the availability of exemptions from registration under federal and state securities laws. You represent that the information furnished in this questionnaire is true, complete and correct and you acknowledge that the Company and its counsel are relying on the truth and accuracy of such information to comply with federal and state securities laws. You agree to notify the Company promptly of any changes in the foregoing information that may occur prior to the investment.
|Name of Entity|
|Name of Signing Party|
|Title of Signing Party|