Qualified Investment Application

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INCITE Co-Investment Fund

Qualified Investment Application

This application should be completed by an Approved Investor (the “Applicant”) for certification of a Qualified Investment in a Qualified Business, as set forth in the INCITE Co-Investment Fund Program Guidelines available at www.launchtn.org/connect/investors/co-investment-fund.

Prior to completing this application, please read the INCITE Co-Investment Fund Program Guidelines.

Carefully complete this application, sign and date it and attach all required supplemental information as indicated. The completed application and all supplemental information should be submitted electronically to Launch Tennessee. A non-refundable $5,000.00 application fee (payable by credit card) is required upon submission of the application.

INCOMPLETE APPLICATIONS WILL NOT BE ACCEPTED FOR PROCESSING

Section 1. Basic Applicant and Other Approved Investor Information

Legal Name of Applicant*

FEIN or Social Security Number (do not use hyphens)*

Primary Contact Name*

First Name*

Last Name*

Title*

Office Phone Number*

Cell Phone Number*

Fax Number

Email Address*

Indicate the category in which the Applicant has been certified as an Approved Investor eligible to participate in the INCITE Co-Investment Fund:*

Category A Investor: TNInvestco, as certified by the State of Tennessee, in compliance with T.C.A. § 4-28-101 et seq. Category B Investor: An entity certified by the U.S. Small Business Administration as one of the following: Small Business Investment Company; New Market Venture Capital Company; or Rural Business Investment Company. Category C Investor: A person or entity who has at least $5 million of assets under management, or an investment vehicle managed exclusively by a person or entity having at least $5 million of assets under management, and is an “accredited investor” (within the meaning set forth in Rule 501 of Regulation D promulgated under the Securities Act of 1933). Category D Investor: A person or entity that is an “accredited investor” (within the meaning set forth in Rule 501 of Regulation D promulgated under the Securities Act of 1933) (a “Section D Investor”).

Note: A Category D Investor is eligible to participate only in a Qualified Investment in which there is a participating Category A, Category B or Category C Investor.

Will any other Approved Investor(s) be investing in the same Qualified Business?*

Yes No

If you answered "yes" above, please provide below the indicated information for each of the other Approved Investors.

Legal Name of Other Approved Investor*

FEIN or Social Security Number (do not use hyphens)*

Legal Name of Other Approved Investor

FEIN or Social Security Number (do not use hyphens)

Note: To list additional Approved Investors, please attach a document listing those persons along with, for each such person, all the information requested above. A template for providing additional beneficial owners can be found at www.launchtn.org/connect/investors/co-investment-fund

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Section 2: Basic Information About The Qualified Business

Legal Name of Qualified Business*

Parent Company (if applicable)

FEIN or Social Security Number (do not use hyphens)*

Headquarters Address*

Address Line 1

Address Line 2

City

State

ZIP Code

Office Phone*

Website URL

Principal Business Address (if different from above)

Address Line 1

Address Line 2

City

State

ZIP Code

Office Phone*

Primary Contact Name*

First Name*

Last Name*

Title*

Office Phone*

Cell Phone*

Fax

Email*

Qualified Business Legal Form*

"C" Corporation Limited Liability Company General Partnership Limited Partnership Business Trust

Other: Other Value

Is the Qualified Business minority-, woman- or veteran-owned? (For Demographic Purposes Only)*

No Minority-Owned Woman-Owned Veteran-Owned

Please specify as to which minority the Qualified Business owner is*

African American American Indian or Alaska Native Asian Native Hawaiian or Other Pacific Islander Hispanic or Latino

Date of Incorporation or Organization Formation*

State of Incorporation or Organization Formation*

Number of Full Time Equivalent (FTE) Employees *

Number of Full Time Equivalent (FTE) Employees Providing Services to the Company in Tennessee*

Section 3: Qualified Business Eligibility Requirements

Please answer each of the following questions with respect to the proposed Qualified Business in which the proposed Qualified Investment will be made.

Is the business a non-public company?*

Yes No

Is the business headquartered in Tennessee?*

Yes No

Are the principal business operations of the business located in Tennessee?*

Yes No

Are at least 60% of the business's employees located in Tennessee?*

Yes No

Is the business engaged in a business involving any of the following? For any "yes" answer, please provide additional details in the space provided.

Real estate, real estate development or leasing*

Yes No

Please provide detail to your "yes" answer.*

Insurance, banking or lending*

Yes No

Please provide detail to your "yes" answer.*

Professional services provided by a lawyer, accountant, registered investment advisor or physician*

Yes No

Please provide detail to your "yes" answer.*

Oil and gas exploration or mining*

Yes No

Please provide detail to your "yes" answer.*

Direct Gambling Services*

Yes No

Please provide detail to your "yes" answer.*

Construction*

Yes No

Please provide detail to your "yes" answer.*

The production of distribution of motion pictures, television shows or sound recordings*

Yes No

Please provide detail to your "yes" answer.*

Accommodation and food services establishments*

Yes No

Please provide detail to your "yes" answer.*

Retail establishments (except when the primary purpose of the business is the development or support of electronic commerce using the Internet)*

Yes No

Please provide detail to your "yes" answer.*

Is the business engaged in any activity that is prohibited by federal law or applicable law in the jurisdiction where the business is located or the activity is conducted (including without limitation the production, servicing or distribution of otherwise legal products that are to be used in connection with an illegal activity, such as selling drug paraphernalia or operating a motel that knowingly permits illegal prostitution)?*

Yes No

Is the business organized as a charitable, religious, or other non-profit institution?*

Yes No

Is the business a government-owned corporation?*

Yes No

Is the business a consumer or marketing cooperative?*

Yes No

Is the business a church or an organization promoting religious objectives?*

Yes No

Does the business have less than 500 employees?*

Yes No

Section 4: Qualified Business Ownership Information

Please provide the requested information for all individuals or entites that beneficially own, directly or indirectly, 15% or more of any equity securities of the Qualified Business (a "Control Person").

Full Legal Name of Individual or Entity*

Number of Securities Held*

Corresponding Percentage Ownership*

Home Address*

Address Line 1

Address Line 2

City

State

ZIP Code

Date of Birth*

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Month

Day

Year

Social Security Number (do not use hyphens)*

Is there any other other person(s) that beneficially owns, directly or indirectly, 15% or more of any equity securities of the Qualified Business who is not a qualified institutional buyer?*

Yes No

Note: To list additional beneficial owners, please attach a document listing those individuals along with, for each such individual, all the information requested above. A template for providing additional director/officer information can be found at www.launchtn.org/connect/investors/co-investment-fund

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Section 5: Qualified Business Officers

List and provide the information below for the Qualified Business’s three highest ranking officers or executives.

Name*

First Name*

Middle Name*

Last Name*

Title*

Area of Responsibility/Role*

Home Address*

Address Line 1

Address Line 2

City

State

ZIP Code

Email Address*

Date of Birth*

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Month

Day

Year

Social Security Number (do not use hyphens)*

Name*

First Name*

Middle Name*

Last Name*

Title*

Area of Responsibility/Role*

Home Address*

Address Line 1

Address Line 2

City

State

ZIP Code

Email Address*

Date of Birth*

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Month

Day

Year

Social Security Number (do not use hyphens)*

Name*

First Name*

Middle Name*

Last Name*

Title*

Area of Responsibility/Role*

Home Address*

Address Line 1

Address Line 2

City

State

ZIP Code

Email Address*

Date of Birth*

https://launchtennesseettdc.formstack.com/forms/images/2/calendar.png

Month

Day

Year

Social Security Number (do not use hyphens)*

Note: To list additional officers or executives, please attach a document listing those individuals along with, for each such individual, all the information requested above. A template for providing additional director/officer information can be found at www.launchtn.org/connect/investors/co-investment-fund

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Section 6: Qualified Investment Information

Total Aggregate Proposed Investment ($) of Applicant and All Other Participating Approved Investors (if applicable) (cannot be less than $200,000)*

Total Proposed Investment ($) of Applicant (cannot be less than $50,000)*

Total Proposed Investment(s) ($) of Other Participating Approved Investors:

Legal Name of Other Participating Approved Investor

Total Proposed Investment ($) (cannot be less than $50,000)

Legal Name of Other Participating Approved Investor

Total Proposed Investment ($) (cannot be less than $50,000)

Note: To list additional participating Approved Investors, please attach a document listing those individuals along with, for each such individual, all the information requested above. A template for providing this information can be found at www.launchtn.org/connect/investors/co-investment-fund

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Co-Investment Funding Requested ($) (cannot exceed $3,000,000)*

Type of security in which investment will be made (check appropriate box below)*

Stock Membership Interest/Units Partnership Interest Warrant(s)

Other: Other Value

Title/Designation of security in which investment will be made (e.g., Series A Preferred Stock, Class A Units)*

Will the Qualified Business use Co-Investment funding for any of the following purposes?

Permitting the reimbursement of funds to any owner, including without limitation any equity injection or injection of capital for the Qualified Business's continuance*

Yes No

Effecting a change of business ownership or a change that is not designed for the long-term benefit of the Qualified Business*

Yes No

Refinancing existing debt where the lender is in a position to sustain a loss and the government (state and/or federal) would take over that loss through refinancing*

Yes No

Repaying delinquent state or federal withholding taxes or other funds that should be held in trust or escrow*

Yes No

Financing a non-business purpose*

Yes No

Conducting basic or discovery research that is traditionally federally funded (not intended to include general product development research)*

Yes No

Please state in the two to three sentences the planned use of proceeds from the requested investment (e.g. sales and marketing, product development, personnel, general working capital needs, etc.)*

Please provide a short company description.*

Section 7: Legal

The following attachments must be submitted together with and as part of this application. This application will not be considered complete and accepted for processing until all of the required attachments have been received.

Attachment A: The Qualified Business must complete, have signed by a duly authorized officer, date and have notarized the Qualified Business Legal Certification form available at www.launchtn.org/connect/investors/co-investment-fund. The Qualified Business Legal Certification must be submitted together with and as part of this application.*

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Attachment B: Each Control Person, Officer or Executive listed in Section 4: Qualified Business Ownership Information or Section 5: Qualified Business Officers must complete, sign and date the Disclosure and Authorization Form available at www.launchtn.org/connect/investors/co-investment-fund. All such Disclosure and Authorization Forms should be submitted together with and as part of this application.*

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Attachment C: An authorized representative of the Qualified Business must sign and date the Sex Offender Certification available at www.launchtn.org/connect/investors/co-investment-fund. This certification must be submitted together with and as part of this application.*

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Attachment D: A certificate of good standing for the Qualified Business (dated within 15 days of the date of this application) issued by the Secretary of State or similar authority of the Qualified Business’s jurisdiction of organization or formation.*

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Attachment E: The Applicant and each other participating Approved Investor must sign the Investor Use of Proceeds Certification available at www.launchtn.org/connect/investors/co-investment-fund. All such certifications must be submitted together with and as a part of this application.*

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Attachment F: An authorized representative of the Qualified Business must sign and date the Qualified Business Use of Proceeds Certification available at www.launchtn.org/connect/investors/co-investment-fund. This certification must be submitted together with and as a part of this application.*

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Certification

By submitting this application, the Applicant and the undersigned, on behalf of the Applicant, hereby affirmatively certify that: (i) he/she/it has made no false statements and provided no false information in connection with this application; (ii) all information provided is complete and accurate with no material omissions; (iii) the Applicant will promptly update any information contained in or a part of this application (other than such information as may be provided as part of the periodic reporting requirements of the INCITE Co-Investment Fund) which changes after the date of this application; and (iv) by submitting this application, the Applicant agrees that participation in the INCITE Co-Investment Fund is conditioned upon the Applicant’s compliance with all rules, regulations, statutes, policies, procedures and program guidelines governing the INCITE Co-Investment Fund in existence on the date of application submission and as may be thereafter developed and/or amended.

Full Name of Applicant or Applicant Authorized Representative*

First Name*

Middle Name*

Last Name*

Date*

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Month

Day

Year

Applicant Email Address*

Name Listed on Credit Card

First Name

Last Name

Billing Address

Address Line 1

Address Line 2

City

State

ZIP Code

Application Fee

Credit Card

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