Application

I UNDERSTAND THAT I MUST ANSWER EVERY QUESTION. IF THE ANSWER TO ANY QUESTION IS “NONE” OR “NOT APPLICABLE”, I HAVE SO STATED. UNLESS STATED OTHERWISE, MY ANSWERS HAVE BEEN GIVEN AS OF THE DATE I SIGNED AND RETURNED THIS QUESTIONNAIRE.

1. NAME OF PROSPECTIVE INVESTOR

Name (of individual or entity):

Email:

LinkedIn profile link (for individuals):

Company website (for other entities):

Social Security Number (Individual):

EIN (Entity):

2. PRINCIPAL ADDRESS OF PROSPECTIVE INVESTOR
(Residence, if individual; Principal Place of Business, if entity)

Street:

City:

State:

Zip Code:

Telephone No.:

3. Amount of Money to be invested (minimum of $100,000, maximum of $250,000):

Amount in $

4. ACCREDITED INVESTOR CERTIFICATION
The undersigned hereby certifies, represents and warrants that the he/she is an Accredited Investor for the reasons noted below (please check all that apply).

Individual with Net Worth In Excess of $1.0 Million. A natural person (not an entity) whose net worth, or joint net worth with his or her spouse, at the time of purchase exceeds $1,000,000. (Explanation: In calculating your net worth, you must exclude the value of your primary residence. This means you must exclude both the equity in your primary residence and any mortgage or other debt secured by your primary residence up to the fair market value of your primary residence; provided, however, that any indebtedness secured by your primary residence that (i) you have incurred in the 60 day period prior to the date hereof or (ii) is in excess of the fair market value of your primary residence should be considered a liability and deducted from your aggregate net worth. In calculating your net worth, you may include your equity in personal property and real estate (excluding your primary residence), cash, short-term investments, stock and securities. Your inclusion of equity in personal property and real estate (excluding your primary residence) should be based on the fair market value of such property less debt secured by such property.)Individual with a $200,000 Individual Annual Income. A natural person (not an entity) who had an individual income of more than $200,000 in each of the preceding two calendar years, and has a reasonable expectation of reaching the same income level in the current year.Individual with a $300,000 Joint Annual Income. A natural person (not an entity) who had joint income with his or her spouse in excess of $300,000 in each of the preceding two calendar years, and has a reasonable expectation of reaching the same income level in the current year.Corporations or Partnerships. A corporation, partnership, or similar entity that has at least $5 million of assets and was not formed for the specific purpose of acquiring an equity interest in the Company.Revocable Trust. A trust that is revocable by its grantors and each of whose grantors is an accredited investor. (If this category is checked, please also check the additional category or categories under which the grantor qualifies as an accredited investor.)Irrevocable Trust. A trust (other than a plan under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) that (i) is not revocable by its grantors, (ii) has in excess of $5 million of assets, (iii) was not formed for the specific purpose of acquiring an equity interest in the Company, and (iv) is directed by a person who has such knowledge and experience in financial and business matters that such person is capable of evaluating the merits and risks of an investment in the Company.IRA or Similar Benefit Plan. An IRA, Keogh or similar benefit plan that covers a natural person who is an accredited investor. (If this category is checked, please also check the additional category or categories under which the natural person covered by the IRA or plan qualifies as an accredited investor.)Participant-Directed Employee Benefit Plan Account. A participant-directed employee benefit plan investing at the direction of, and for the account of, a participant who is an accredited investor. (If this category is checked, please also check the additional category or categories under which the participant qualifies as an accredited investor.)Other ERISA Plan. An employee benefit plan within the meaning of Title I of ERISA other than a participant-directed plan with total assets in excess of $5 million or for which investment decisions (including the decision to purchase an equity interest in the Company) are made by a bank, registered investment adviser, savings and loan association, or insurance company.Government Benefit Plan. A plan established and maintained by a state, municipality, or any agency of a state or municipality, for the benefit of its employees, with total assets in excess of $5 million.Non-Profit Entity. An organization described in Section 501(c)(3) of the Internal Revenue Code, as amended, with total assets in excess of $5 million (including endowment, annuity and life income funds), as shown by the organization’s most recent audited financial statements.Entity Owned Entirely By Accredited Investors. A corporation, partnership, private investment company or similar entity each of whose equity owners is a natural person who is an accredited investor. If this category is checked, then the individual signing on behalf of such Prospective Investor entity also warrants and represents that 1. such individual is the principal manager of the Prospective Investor, if an LLC, the President of the entity if a corporation or has authority equivalent to that of such LLC manager or Chief Executive Officer if some other entity; 2. each holder of securities issued by the Prospective Investor entity is an individual or entity who attested to such holder’s status as an accredited investor at the time of such holder’s investment in the Prospective Investor; 3. that each such holder agreed at the time of such holder’s investment to notify the undersigned individual if at any time such holder ceased to be an accredited investor; 4. I have received no such notification; and 5. I have a reasonable belief, based on my relationship with the holders of securities in the Prospective Investor entity, that, as of the date of this Application, all of the holders of securities in the Prospective Investor entity are accredited investors.Other Institutional Investor.

If you selected "Other Institutional Investor." please specify here

A bank, as defined in Section 3(a)(2) of the Securities Act (whether acting for its own account or in a fiduciary capacity);A savings and loan association or similar institution, as defined in Section 3(a)(5)(A) of the Securities Act (whether acting for its own account or in a fiduciary capacity);A broker-dealer registered under Section 15 of the Securities Exchange Act of 1934, as amended;An insurance company, as defined in Section 2(a)(13) of the Securities Act;An investment company registered under the Investment Company Act of 1940, as amended, or a “business development company,” as defined in Section 2(a)(48) of that act;A small business investment company licensed under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended; orA “private business development company” as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended.

6. LIFE SCIENCE INVESTMENTS
During the last 24 months, I have invested the following amounts in the following life science companies:

I am (or have been within the last 12 months) a member of the following angel investor groups (please indicate name of group and date joined):

7. LEGAL HISTORY

During the ten (10) year period prior to the date of this application, have you (or any entity in which you were a controlling equity holder or held a position as a director, executive officer, general partner, managing member or other senior decision-maker) been a named subject in one or more of the following:

If the answer to any part of question 7 is “Yes”, please provide an explanation below (use additional pages if necessary):

The Prospective Investor (or if the Prospective Investor is an entity, the individual signing on behalf of such entity) understands that MABA will rely upon the information contained in this Application for purposes of determining whether to admit the Prospective Investor as an investor in the MABA Sidecar Fund I. With that understanding, the Prospective Investor (or if the Prospective Investor is an entity, the individual signing this Application on behalf of such entity) represents to MABA (i) that the information contained herein is complete and accurate and may be relied upon by MABA, (ii) that, if the Prospective Investor is an entity, the undersigned individual has full authority to do so and to provide the information and make the representations and undertakings called for herein, and (iii) that the Prospective Investor will notify MABA immediately of any material change in any of such information.
All information furnished herein is being furnished for the sole use of MABA and its counsel in determining whether to admit the Prospective Investor as an investor in the MABA Sidecar Fund I and with the understanding that such information will be held in confidence by such persons, except that this Application, and the information set forth herein, may be furnished to such parties as MABA deems desirable to establish compliance with applicable securities laws.
The Prospective Investor agrees that MABA, at MABA’s sole discretion, may seek additional information regarding the Prospective Investor from the individual signing this application in order to make its determination. The Prospective Investor further understands and agrees that the completion and submission of this application does not impose on MABA any obligation to admit the Prospective Investor as an investor in the MABA Sidecar Fund I, and that MABA may accept or reject this application and any potential investment from the Prospective Investor, in its sole discretion, without obligation or liability to me for any reason.
By signing this Application, the Prospective Investor warrants and declares, under penalty of perjury (under the laws of the United States of America) that the information provided above is true and correct, as of the date of its signing.
Furthermore, by signing this Application, the Prospective Investor states that (s)he has read and understood, accepts and agrees to abide by the MABA Sidecar Fund I’s terms and conditions and operational procedures, as stated in the MABA Sidecar Fund I Q&A [#C].

Printed Name of Prospective Investor:

Signature:

Title, if representative of an entity:

Dated: