To be completed by all potential investors.
A. Indicate how often you invest in:
B. Please answer each of the following questions regarding your investment experience:
C. Legal Structure of potential investor (Individuals should skip)
The potential investor has been duly formed and is validly existing and has full power and authority to invest in the Company. The person signing on behalf of the undersigned has the authority to execute and deliver the Subscription Agreement on behalf of the potential investor and to take other actions with respect thereto.
D. Verification of Status as an "Accredited Investor" (Federal) or as a “Qualified Purchaser” (California)
In order for the Company to offer and sell the Interests in conformity with state and federal securities laws, the following information must be obtained regarding your investor status.
If an individual, please answer the following items:
The term "net worth" means the excess of total assets over total liabilities.In determining individual "income," the potential investor should (i) add to the potential investor's individual adjusted gross income (exclusive of any spousal income) any amounts attributable to tax exempt income received, losses claimed as a member in any limited partnership, deductions claimed for depletion, contributions to an IRA or Keogh retirement plan to the extent vested, alimony payments, and any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income and (ii) subtract from the potential investor's individual adjusted gross income any unrealized capital gain.
If not an individual, please check each category that is applicable:
The potential investor is a bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity;
The potential investor is a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934;
The potential investor is an insurance company as defined in Section 2(13) of the Securities Act;
The potential investor is an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that Act;
The potential investor is a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;
The potential investor is a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, and such plan has total assets in excess of $5,000,000;
The potential investor is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, and (i) the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (ii) the employee benefit plan has total assets in excess of $5,000,000 or, (iii) if a self-directed plan, the investment decisions are made solely by persons that are accredited investors;
The potential investor is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;
The potential investor is an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, a Massachusetts or similar business trust, a partnership, or a limited liability company, not formed for the specific purpose of acquiring the Interest, with total assets in excess of $5,000,000;
The potential investor is a manager of the Manager;
The potential investor is a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Interest, whose purchase is directed by a sophisticated person who has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of investing in the Company;
E. Verification of Non-Look-Through Status (skip if an individual)
Note: If the "False" box is checked for any of (1), (2), (3) or (4) above: (i) name the partners, shareholders or other persons participating in the entity, and the percentage interest which each such person has in such entity; and (ii) each beneficial owner of the potential investor should complete a separate copy of this Questionnaire. The foregoing information must be provided in a case where only (4) is false only if the potential investor is making a capital commitment of at least 10% of the total capital commitment to the Company.
F. Verification of Status as an Employee Benefit Plan (skip if an individual)
The undersigned is:
1. I, the undersigned, execute this Nondisclosure Agreement (the “Agreement”) in connection with my review of the investment opportunity and business operations and plans of Magnolia Brewing Company, LLC, a California limited liability company (the “Company”), with respect to the Company’s creating, opening and operating a restaurant and brewery operation in San Francisco, California. This Agreement shall binding to my agents, employees, officers, affiliates and assigns.
2. In connection with my possible participation in the investment opportunity and/or business operations of the Company, I have been informed of, or have received and will receive, certain information (oral or in writing), documents, data, designs, plans and other Confidential Information (as defined below) concerning ’s business operations, investment opportunities, location and potential development projects which are to be kept confidential.
3. As used in this Agreement, the term “Confidential Information” means all information that the Company or its agents, attorneys or representatives, may furnish to me, or my agents, attorneys, or representatives, and all materials, notes, analyses, compilations, studies or other physical or electronic documents, whether prepared by either party or by others, to the extent that such documents contain, reflect, or are otherwise based in whole or in part upon such information. “Confidential Information” shall include, without limitation, any business plans, financial projections, offering memoranda, and corporate documents prepared by or relating to the Company. “Confidential Information” does not include any information, or any portion of any document based thereon, that (a) was or becomes generally available to the public other than as a result of disclosure by me or any of my representatives, or (b) was or becomes available to me on a non-confidential basis from a source other that the Company, provided that such source is not, to the best of my knowledge, subject to a confidentiality obligation with respect to such information.
4. I hereby agree not to publish, disclose, disseminate or otherwise make available, any Confidential Information, except as necessary in the course of my participation with, for, or on behalf of the Company to my attorneys or representatives on a need-to-know basis relating solely to their evaluation of my potential participation with, for, or on behalf of the Company. In addition, I agree that I will not, and may not allow my representatives, to use the confidential information in any way detrimental to the Company, or for any purpose other than my evaluation of my potential participation with, for, or on behalf of the Company.
5. I am executing this Agreement in consideration of and as a condition to my receipt of certain Confidential Information of the Company because:
a. I have had, shall have or shall continue to have access to Confidential Information in the course of my review of the Company’s plans, investment structure and operations; and
b. the Company shall sustain substantial harm and damages if any of the Confidential Information is disclosed to any third party.
6. I recognize that my failure to comply with the obligations set forth in this Agreement may result in substantial harm to the Company and it may sustain substantial damages and that money, alone, may not be adequate to compensation for the same. Therefore, in addition to and not in lieu of any money damages which the Company may seek against me, I hereby agree that it shall be entitled to a judgment requiring me specifically to perform, or to a temporary, preliminary or permanent injunction (without need for any bond therefore), prohibiting me from violating, or continuing to violate, the provisions of this Agreement.
7. This agreement shall continue for the lesser of: (a) the term of my participation in or review of the investment structure, operations and plans of the Company, plus three (3) years thereafter; or (b) the maximum number of years allowed by law.
9. As used herein, the singular “I,” “me,” and “my” shall be interpreted in the plural where necessary, and, where pertinent, may refer to an entity or corporation.