QIB Certification
                                      Certificate of Rule 144A Qualified Institutional Buyer
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D. an investment company registered under the Investment Company Act, acting for its own account or for the accounts of
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could independently make those representations and warranties.).

III. as of , 20 ,1 the undersigned owned or invested on ...
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Qib Certification

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Qualified Institutional Buyer

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Qib Certification

  1. 1. QIB Certification Certificate of Rule 144A Qualified Institutional Buyer And Section 3(c)(7) Qualified Purchaser The undersigned certifies that it is familiar with Rule 144A; agrees that persons selling securities to or engaging in transactions with or on behalf of the undersigned in reliance upon Rule 144A may rely on the information contained in this certificate; and represents and acknowledges that it is a Qualified Institutional Buyer (“QIB”), as defined in Rule 144A, of the following type: (Please place a check mark in the applicable box) A. an institution referred to in sub-paragraphs (i) through (xiii) below that in the aggregate owns and invests on a discretionary basis “eligible securities” (as defined below) and is acting for its own account or for the accounts of other QIBs: (i) an insurance company as defined in Section 2(13) of the Act. A purchase by an insurance company for one or more of its separate accounts (as defined in Section 2(a)(37) of the Investment Company Act of 1940 (the “Investment Company Act”)), which separate accounts are not required to be registered under the Investment Company Act, is deemed to be a purchase by the insurance company. (ii) an investment company registered under the Investment Company Act. (iii) an investment adviser registered under the Investment Advisers Act of 1940 (the “Investment Advisers Act”). (iv) a corporation (other than a bank as defined in Section 3(a)(2) of the Act or a savings and loan association or other institution referenced in Section 3(a)(5)(A) of the Act or a foreign bank or savings and loan association or equivalent institution). (v) a partnership or a Massachusetts or similar business trust. (vi) 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. (vii) an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”). (viii) any trust fund whose trustee is a bank or trust company and whose participants are exclusively plans of the types identified in paragraphs (vi) and (vii) above, except trust funds that include as participants individual retirement accounts or H.R. 10 plans. (ix) a not-for-profit organization described in Section 501(c)(3) of the Internal Revenue Code. (x) a business development company as defined in Section 2(a)(48) of the Investment Company Act . (xi) a business development company as defined in Section 202(a)(22) of the Investment Advisers Act. (xii) 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. (xiii) a bank as defined in Section 3(a)(2) of the Act, a savings and loan association or other institution as referenced in Section 3(a)(5)(A) of the Act, or a foreign bank or savings and loan association or equivalent institution, that has an audited net worth of at least $25 million in its latest annual financial statements. B. a dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (the “Exchange Act”), acting for its own account or for the accounts of other QIBs, that in the aggregate owns and invests on a discretionary basis at least $10 million in “eligible securities,” excluding securities constituting the whole or a part of an unsold allotment to or subscription by a dealer as a participant in a public offering. C. a dealer registered pursuant to Section 15 of the Exchange Act acting in a risk less principal transaction on behalf of a QIB.
  2. 2. D. an investment company registered under the Investment Company Act, acting for its own account or for the accounts of other QIBs, that is part of a “family of investment companies” (as defined in Rule 144A) which own in the aggregate at least $100 million in “eligible securities.” E. any entity, all of the equity owners of which are QIBs, acting for its own account or for the accounts of other QIBs. “Eligible Securities” includes all securities within the meaning of the Act, except: (i) securities of issuers that are affiliated with the buyer (or if the buyer is an investment company, are securities issued by a member of its “family of investment companies”); (ii) bank deposit notes and certificates of deposit; (iii) loan participations; (iv) repurchase agreements; (v) securities owned but subject to a repurchase agreement; and (vi) currency, interest rate and commodity swaps. The value of eligible securities must be calculated based on cost (or on the basis of market value if (a) the entity reports its securities holdings in its financial statements on the basis of their market value and (b) no current information with respect to the cost of those securities has been published). In determining the aggregate amount of securities owned by an entity or invested by the entity on a discretionary basis, securities owned by subsidiaries of the entity that are consolidated with the entity in its financial statements prepared in accordance with generally accepted accounting principles may be included if the investments of such subsidiaries are managed under the direction of the entity, except that, unless the entity is a reporting company under Section 13 or 15(d) of the Exchange Act, securities owned by such subsidiaries may not be included if the entity itself is a majority-owned subsidiary that would be included in consolidated financial statements of another enterprise. II. Qualified Purchaser has read Annex B—“Restrictions on Sales of Book-Entry Securities Designated QIB/QP or 3(c)(7)” it is a Qualified Purchaser (“QP”) as defined in Sections 3(c)(7) and 2(a)(51) and the related rules of the Investment Company Act; and: A. it is a QIB as defined in Rule 144A, provided that: (i) if it is a dealer registered pursuant to Section 15 of the Exchange Act acting for its own account or for the accounts of other QPs, it owns and invests on a discretionary basis at least $25 million in securities of issuers that are not affiliated persons of the Dealer (excluding securities constituting the whole or part of an unsold allotment of or subscription as a participant in a public offering); (ii) if it 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 that holds assets for such plan, the investment decisions are made solely by the fiduciary, trustee or sponsor of the plan; (iii) if it is an employee benefit plan within the meaning of Title I of ERISA, the investment decisions are made solely by the fiduciary, trustee or sponsor of the plan; and (iv) if it is a trust fund whose trustee is a bank or trust company and whose participants are exclusively plans of the types identified in paragraphs I.(A)(vi) and I.(A) (vii) above, except trust funds that include as participants individual retirement accounts or H.R. 10 plans, the investment decisions are made solely by the fiduciary, trustee or sponsor of the plan. B. it is not an entity formed for the specific purpose of investing in Section 3(c)(7) securities (or if it was formed for that purpose, then each beneficial owner of its securities is a QP). C. it is not an entity that was formed or is operated as a device for facilitating individual investment decisions of its participants or security holders. D. if formed prior to April 30, 1996 and it is an investment company excepted from the Investment Company Act pursuant to Section 3(c)(1) or Section 3(c)(7) thereof, its treatment as a QP has been consented to (in the manner required by Section 2(a)(51)(C) of the Investment Company Act and the rules there under) by its beneficial owners who acquired their interests on or before April 30, 1996. E. each of the accounts and sub-accounts listed can independently make the representations and warranties in this Part II. If the undersigned decides to purchase securities designated QIB/QP or 3(c)(7) for the accounts of others, it will only purchase for accounts which can, and each such account will be deemed to, make the representations and warranties in this Part II. (An insurance company may purchase for one or more of its separate accounts without regard to whether such separate account
  3. 3. could independently make those representations and warranties.). III. as of , 20 ,1 the undersigned owned or invested on a discretionary basis in “eligible securities”. IV. if the undersigned decides to purchase Rule 144A securities for the accounts of others, it will only purchase Rule 144A securities for accounts that independently qualify as QIBs (unless the undersigned is an insurance company and is purchasing for the account of one or more of its separate accounts as described in Section I.A(i) above), or V. the undersigned has listed those of its accounts that are QIBs and, if the undersigned is an insurance company (as described in Section I.A(i) above), those of its accounts that are separate accounts (as described in Section I.A.(i) above), and for which it intends to purchase Rule 144A securities; the undersigned has accurately provided the information requested for each of the accounts listed below; and the undersigned agrees that any of the accounts listed below for which it purchases Rule 144A securities will be deemed to be a part of and subject to the representations made in this certification. VI. the undersigned’s current fiscal year ends on , 20____ VII. any offering documents received in either electronic or physical form in connection with any offering of Rule 144A securities are highly confidential and are solely for the undersigned’s internal use and as such the undersigned agrees not to retransmit or distribute such offering documents to any third party. VIII. the undersigned will promptly notify Communicator, Inc. of any change to the representations made herein. Dated:_____ , 20___ _________________________________________________________________ Name of Institution _________________________________________________________________ Company Address City / State / Country / Postal Code _________________________________________________________________ Officer Signature _________________________________________________________________ Officer Name (Print/Type) _________________________________________________________________ Title of Executive Officer _________________________________________________________________ Officer’s Telephone Number Contact’s Telephone Number _________________________________________________________________ Officer’s Business Email Contact’s Business Email 1 Insert date on or after the undersigned’s most recent fiscal year. 2 Certification must be signed by the institution’s chief financial officer or another executive officer, except that if the institution is a member of a “family of investment companies,” an executive officer or such institution’s investment adviser must sign the certification.

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