New York Metro Area Office: 2380 Hempstead Turnpike East Meadow, NY 11554 516-796-7000 Managing Partner (Dr. M. Fikar): 215-739-9000 Fax Line: 516-731-2000 National HQ: 855-SANCTA-FIDE www.Sancta-Fide.com INITIAL BUYER REGISTRATION (NON-BINDING) Main Street Accredited Investor Program Wall Street Investor Program Commercial Real Estate AIP Accredited Investors ONLY Sancta-Fide M&A Advisors 2380 Hempstead Turnpike East Meadow, NY 11554 516-796-7000 www.Sancta-Fide.com 1 Accredited Investor Certification To comply with SEC rules, we can only deal with Accredited Investors, as defined by the SEC. You must meet at least one of three criteria: 1- If an individual, you must have a net worth of $1,000,000 or more, and this cannot include your primary residence. 2- If an individual, you must have had an income of $200,000 per year for each of the past two years, and a reasonable expectation that this will be true for the current year. If married, the income requirement is increased to $300,000. 3- If a Business, it must have assets of at least $5,000,000. SEC rules require that we make a reasonable effort to assure that we are dealing only with Accredited Investors, and there are penalties for organizations that violate these rules. By signing below, I/We certify that we meet at least one of the three criteria (Specify: _______), and agree to indemnify SanctaFide M&A LLC for any sanctions incurred should this certification prove inaccurate. In addition, we agree to punitive damages of 100% of any provable damages. X_________________________ X_________________________ Print Name:_____________ Print Name:_____________ Sancta-Fide M&A Advisors 2380 Hempstead Turnpike East Meadow, NY 11554 516-796-7000 www.Sancta-Fide.com 2 Sancta-Fide’s Confidentiality Pledge: Sancta-Fide will not share your information with anyone if you decide to not proceed with an investment. If you do decide to proceed, your information will only be shared if necessary, such as with potential sellers and potential lenders, all of whom will sign confidentiality agreements. We agree to take reasonable care to ensure the safety of your information, and you agree to indemnify us from any legal consequences as long as we have taken such reasonable care. X______________________________ For Sancta-Fide Print Name and Title:_____________________________ Sancta-Fide M&A Advisors 2380 Hempstead Turnpike East Meadow, NY 11554 516-796-7000 www.Sancta-Fide.com 3 Initial Registration Agreement You are completing this initial registration because you are interested in one of our three available investor programs, all of which are private placements open only to Accredited Investors: 1- Main Street- In this Program, you agree to invest a minimum of $300,000. We will find, diligence, arrange finance, and arrange purchase for you a group of 3 to 10 Main Street Businesses. All businesses must have a history of consistent and increasing sales and profit. Sancta-Fide manages the group of businesses and is the GP; this is a passive investment for the investor. In this Program, you receive a LIMITED guarantee of a 40% cash-oncash return: For example, an investment of $300,000 would yield a yearly net return of $120,000. For investments over $1,000,000, you receive a LIMITED guarantee of a 45% Cash-onCash return: For example, an investment of $1,000,000 would yield a yearly net return of $450,000. 2- Commercial Real Estate- In this Program, you agree to invest a minimum of $250,000. We will find, diligence, and arrange for the Finance and Purchase of Commercial Real Estate. We look for properties with a history of increasing rent rolls and net return, and leverage your investment to the highest degree while remaining cash flow positive. The cash-on-cash return will be about 15% in Year 1, increasing to about 35% by Year 8. The total return over the first 8 years, including cash flow, equity increase, asset appreciation, and the tax benefits of depreciation will provide an Internal Rate of Return of more than 50%. Sancta-Fide M&A Advisors 2380 Hempstead Turnpike East Meadow, NY 11554 516-796-7000 www.Sancta-Fide.com 4 3- Wall Street (M&A) Program- This program requires a minimum $750,000 investment, which we will attempt to leverage into the purchase of a business worth 6 to 15 times as much. We will find, diligence, arrange finance, and arrange purchase for you a Business with a profit of at least $1MM. All businesses must have a history of consistent and increasing sales and profit. Sancta-Fide manages the business and is the GP; this is a passive investment for the investor. In this Program, you receive a LIMITED guarantee of up to a 50% Cash-On-Cash return: For example, an investment of $10,000,000 would yield a yearly net return of approximately $4,900,000. All programs have fees, as follows: 123456- Initial Registration $500 (this document) Retainers ($25,000 minimum) Buyer Fees for Businesses (variable) 1% Fee for any loans arranged. Business Valuation Fees (cost + 25%) Property Appraisal Fees (cost + 25%) Sancta-Fide M&A Advisors 2380 Hempstead Turnpike East Meadow, NY 11554 516-796-7000 www.Sancta-Fide.com 5 1-Verification of Identity We require proof of identity- please scan and email a clear copy of a government-issued photo ID. Email to DrMFikar@SanctaFide.com. You may also copy and mail (certified) to our office. Sancta-Fide M&A Advisors 2380 Hempstead Turnpike East Meadow, NY 11554 516-796-7000 www.Sancta-Fide.com 6 2-Verification of Financial Resources Please fill out the form that follows, then scan and email, or copy and mail (certified) the documents we will use to verify what you state, such as Bank Statements, Brokerage Statements, Mutual or Money-Market Fund Statements, as well as 3 years of tax returns (first page sufficient). We require that you sign IRS Form 4506/4506-T. We encourage you to redact (remove) account numbers prior to scanning-just be sure your name and address remain visible. DO NOT INCLUDE RETIREMENT ACCOUNTS UNTIL THE FINAL TWO LINES. For Real Estate, state location (address and zip code), value, and balance remaining on note: Real Estate 1 Real Estate 2 Real Estate 3 For all Accounts below, State name of Institution and amount held: Brokerage Account 1 Brokerage Account 2 Brokerage Account 3 Sancta-Fide M&A Advisors 2380 Hempstead Turnpike East Meadow, NY 11554 516-796-7000 www.Sancta-Fide.com 7 Bank Account 1 Bank Account 2 Bank Account 3 Mutual/Money-Market Fund 1 Mutual/Money-Market Fund 2 Mutual/Money-Market Fund 3 Other 1 Other 4 Other 2 Other 5 Other 3 Other 6 Retirement Accounts (state total value) IRAs Other 3 401ks Other 4 Other 1 Other 5 Other 2 Other 6 Sancta-Fide M&A Advisors 2380 Hempstead Turnpike East Meadow, NY 11554 516-796-7000 www.Sancta-Fide.com 8 3-Certification of Credit Report/FICO Score: I certify that the Credit Report/FICO Score being emailed or mailed to Sancta-Fide as part of this Buyer Registration is true and an exact copy of a report obtained from either AnnualCreditReport.com or MyFico.com. X Date Sancta-Fide M&A Advisors 2380 Hempstead Turnpike East Meadow, NY 11554 516-796-7000 www.Sancta-Fide.com 9 4-Retainer: We require a $500 non-refundable, doubly-credited Retainer with this initial, non-binding Registration. You will have a $1,000 credit which applies to any SF Closing Fees. This will defray our expenses in completing our thorough analysis of your finances, verifying that you are an Accredited Investor, and developing an investment opportunity for you. Circle preferred opportunity: Main Street Wall Street Commercial Real Estate Undecided X Understand Retainer is non-refundable Check Number Sancta-Fide M&A Advisors 2380 Hempstead Turnpike East Meadow, NY 11554 516-796-7000 www.Sancta-Fide.com 10 Please let us know which Office you would prefer to come to for meetings, closings, etc. Check one only: New York: ___ East Meadow, Nassau County (Main Office) ___ Locust Valley, Nassau County ___ Hauppauge, Suffolk County ___ Mid-Town Manhattan, New York County ___ Rye, Westchester County New Jersey: ___ Princeton, (Edison County) Connecticut: ___ Greenwich, (Fairfield County) Pennsylvania: ___ Philadelphia, (Philadelphia County) ___ Berwyn, (Delaware County) California: ___ San Francisco, (San Francisco County) ___ Menlo Park/ Atherton, (San Mateo County) Sancta-Fide M&A Advisors 2380 Hempstead Turnpike East Meadow, NY 11554 516-796-7000 www.Sancta-Fide.com 11 Non-Disclose, Non-Compete Agreement: 4A- Confidential Information For purposes of this Agreement, the term “Confidential Information” means any and all information disclosed to AI by or on behalf of any Seller, orally, in writing, or by any other medium, however documented (or not documented) and whether or not marked “Confidential”. “Confidential Information” includes, without limitation, information regarding Seller’s actual or proposed businesses, historical and projected financial information, budgets, services, products, trade secrets, techniques, processes, operations, formulae, product specifications, know-how, processes, compositions, inventions, discoveries. Also included are designs, sketches, drawings, samples, formats, marketing and manufacturing plans and materials, analyses, strategies, forecasts, research and development; concepts, ideas, names, addresses and any other characteristics identifying information or aspects of Seller’s existing or potential customers, employees, vendors or suppliers; or any information derived, summarized or extracted from any of the foregoing. 4B- Disclosure and Restrictions AI hereby agrees to hold in strictest confidence and trust all Confidential Information and agrees not to disclose or otherwise provide or transfer, directly or indirectly, any Confidential Information or anything related to the Confidential Information to third parties (including, but not limited to AI’s affiliates, subsidiaries and business partners) without the prior written consent of the Seller. AI agrees to require its representatives who obtain Confidential Information to comply with this Agreement and further agrees to be responsible for any breach of this Agreement by such persons. AI hereby agrees that, in the event it becomes subject to an order issued by any court or other governmental entity requiring AI to turn over any Confidential Information, it shall immediately give the Seller and SF written notice and shall cooperate fully with Seller’s efforts to protect the confidentiality of such information. 4C- Return of Confidential Information If so requested by the Seller or SF, AI agrees to promptly (a) return to Seller or SF all written Confidential Information received from or on behalf of Seller, including any and all copies or duplicates of such Confidential Information, and (b) will destroy materials generated by the AI that include or refer to any part of the Confidential Information, without retaining a copy of such material. Any such destruction must be certified by the AI in writing to the Seller and SF. 4D- Non-Disclosure of Business Relationship In addition to the understandings set forth herein with respect to all Confidential Information, AI agrees that it will keep strictly confidential and will not, without the prior written consent of the Seller, disclose to any third party, the existence or any aspect of any ongoing negotiations, discussions or business dealings between Seller and AI; provided, however, that AI may make a public announcement of such Sancta-Fide M&A Advisors 2380 Hempstead Turnpike East Meadow, NY 11554 516-796-7000 www.Sancta-Fide.com 12 agreement (the form and substance of which shall have been approved by the Seller and SF, which approval shall not be unreasonably withheld or delayed) at such time as the parties execute a definitive agreement or at such earlier time as may be required under applicable securities laws. 4E- Non-Solicitation of Employees or Customers/Clients AI agrees that, for a period of two (2) years after the date hereof, it will not directly or indirectly solicit to hire, as an employee or consultant, any persons employed by the Seller with whom it has contact as part of its evaluation of a Transaction or whose identify was derived from the Confidential Information; provided, however, that nothing contained herein shall be construed to prohibit AI from (a) placing general advertisements for employment, (b) hiring employees or former employees of the Seller who contact AI of their own accord, or (c) recruiting through employment agencies (so long as AI does not direct such agencies to solicit the Seller’s employees). AI further agrees that, for a period of two (2) years following the date hereof, it will not use Confidential Information to directly or indirectly solicit any customer or client of Seller to (a) cease doing business with the Seller or reduce the volume of business it does with the Seller, or (b) become a customer or client of any existing or proposed business providing products or services substantially similar to those provided by the Seller. 4F- Irreparable Harm AI acknowledges that the Confidential Information and all rights thereto belong to the Seller and nothing contained in this Agreement shall be construed as transferring any right or license to the Confidential Information to AI. AI further understands that, in the event it fails to comply with this Agreement, the Seller may suffer irreparable harm for which it may not be adequately compensated by monetary damages alone. AI agrees that, in the event of any breach or threatened breach of this Agreement, the Seller will be entitled to injunctive and/or other preliminary or equitable relief, in addition to any other remedies available by law. X__________________________________________ Date: _____________________ Print Name: Sancta-Fide M&A Advisors 2380 Hempstead Turnpike East Meadow, NY 11554 516-796-7000 www.Sancta-Fide.com 13