Prospective investors interested in subscribing for the Common Stock Series A shares (the “Securities,” the “Shares” or the “Common Stock”) of Zone Op Fund Inc. (hereinafter, the “Company”) must review the Company’s Confidential Private Placement Memorandum, dated 1 November 2018 (the “Memorandum”), this Subscription Agreement and Confidential Investor Questionnaire (the “Subscription Agreement” or this “Agreement”). We will engage www.VerifyInvestor.com (“Verify Investor”) to provide investor verification services to the Company in connection with this Offering. Prospective investors will be able to process their Subscription Agreement and certain related documents necessary to verify their status as an “accredited investor” or “sophisticated investor” through Verify Investor. The Company is required to verify each prospective investor’s status as an “accredited investor” or sophisticated investor” prior to acceptance of each investor’s subscription to purchase the Shares in this Offering. The Offering is available exclusively to prospective investors who qualify as “Accredited Investors” as defined in Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”).
Prospective investors that desire to subscribe to purchase the Shares described in the Memorandum, must complete the subscription process and related documents pursuant to the following instructions:
Please complete, date and sign the enclosed Confidential Investor Questionnaire, Subscription Agreement, and the other related documents referenced and included herein, as applicable and return such completed documentation to the Company and (as applicable) complete the verification process through Verify Investor (as described above). By initialing and signing this Subscription Agreement and related documents, you, as the subscriber (“You,” “Subscriber,” and/or “Purchaser”) agree to the terms of this Agreement, including without limitation, the “Terms and Conditions of Subscription Agreement” (part of this Subscription Agreement). Please keep a copy of all completed, initialed and signed documents for your records.
Prospective investors may subscribe for the Shares by completing, signing (as applicable) and submitting the following to the Company pursuant to the instructions set forth herein: (i) a completed and signed Subscription Agreement, (ii) either complete the Verify Investor accredited investor verification process pursuant to the instructions provided by the Company through Verify Investor or provide the requested Accredited Investor Verification Documentation (the “Verification Documents”) contained in the Subscription Agreement Supplement from the Company (the “Subscription Supplement”) evidencing the investor’s status as an Accredited Investor (the actual documents required in this regard will be determined and requested by the Company), (iii) the investor’s Minimum Subscription or subscription amount (if greater than the Minimum Subscription) in cash or immediately available funds, via bank wire transfer to the Company’s designated bank account pursuant to the instructions set forth below, and (iv) provide any other documentation, forms and documents requested by the Company and/or VerifyInvestor and/or attached to any of the forgoing offering documents (collectively, the “Subscription Documents”). The Company’s acceptance of the prospective investor’s subscription is conditioned upon, among other things, the Company’s review and acceptance of the investor’s signed subscription documents and all required supporting documentation.
You may remit your subscription payment to the Company via bank wire transfer. Please remit your subscription amount (Please Note that the minimum subscription is TWENTY FIVE Thousand Dollars ($25,000), subject to the Company’s right, in its sole discretion, to accept subscriptions for lesser amounts), via bank wire transfer to the Company’s designated bank account pursuant to the instructions set forth below:
In order for the Company to comply with applicable Anti-Money Laundering laws and regulations, the Company must be able to properly identify the source of funds sent to it for investment in the Company. Subscribers are hereby advised that all subscription amounts should be deposited in the Company’s account a minimum of forty-eight (48) hours prior to the subscription date to ensure the subscriptions are processed in a timely manner. If your subscription is accepted, the Company will confirm your admission to the Company and send you a fully executed copy of the Subscription Agreement and related documents.