Milo’s House Agreement

1383 Summit Pines Blvd #1312

West Palm Beach, FL 33415

 

This offering is Reg D 506(c) and is intended for accredited investors only. 
 

What is an accredited investor?

Certain securities offerings that are exempt from registration may only be offered to, or purchased by, persons who are “accredited investors.” An “accredited investor” is:

• a bank, savings and loan association, insurance company, registered investment company, business development company, or small business investment company or rural business investment company
• an SEC-registered broker-dealer, SEC- or state-registered investment adviser, or exempt reporting adviser
• 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, if such plan has total assets more than $5 million.
• an employee benefit plan (within the meaning of the Employee Retirement Income Security Act) if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets more than $5 million.
• a tax-exempt charitable organization, corporation, limited liability corporation, or partnership with assets more than $5 million
• a director, executive officer, or general partner of the company selling the securities, or any director, executive officer, or general partner of a general partner of that company.
• an enterprise in which all the equity owners are accredited investors.
• an individual with a net worth or joint net worth with a spouse or spousal equivalent of at least $1 million, not including the value of his or her primary residence.
• an individual with income exceeding $200,000 in each of the two most recent calendar years or joint income with a spouse or spousal equivalent exceeding $300,000 for those years and a reasonable expectation of the same income level in the current year or
• a trust with assets exceeding $5 million, not formed only to acquire the securities offered, and whose purchases are directed by a person who meets the legal standard of having sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of the prospective investment.
• an entity of a type not otherwise qualifying as accredited that own investments more than $5 million an individual holding in good standing any of the general securities representative

 

• license (Series 7), the investment adviser representative license (Series 65), or the private securities offerings representative license (Series 82)
• a knowledgeable employee, as defined in rule 3c-5(a)(4) under the Investment Company Act, of the issuer of securities where that issuer is a 3(c)(1) or 3(c)(7) private fund or
• a family office and its family clients if the family office has assets under management more than $5 million and whose prospective investments are directed by a person who has such knowledge and experience in financial and business matters that such family office can evaluate the merits and risks of the prospective investment.

This agreement has been prepared on a confidential basis and is intended solely for the use of the recipient named on the cover hereof in connection with this offering.  Each recipient, by accepting delivery of this agreement, agrees not to make a copy of the same or to divulge the contents hereof to any person other than a legal, business, investment, or tax advisor in connection with obtaining the advice of any such persons with respect to this offering.

The Agreement relates to the offering (the “Offering”) of the upfront payment to Raymond Minardi of Florida, (the “Agreement”).   Agreement is suitable only for sophisticated investors: (a) who do not require immediate liquidity for their investments; (b) for whom an investment in a Agreement does not constitute a complete investment program; and (c) who fully understand and are willing to assume the risks involved in the Agreement program. The Agreement investment practices, by their nature, involve a substantial degree of risk. See “Risk disclosure information” and “Risk of Loss.” The Agreement is made only to certain qualified investors.  See “Qualification of Investors.”  Prospective investors should carefully consider the material factors described as “Risk Factors,” together with the other information appearing in this Agreement, prior to purchasing any of the Agreement Interests offered hereby.

Milo’s House Interests offered hereby have not been approved or disapproved by the Securities and Exchange Commission (the “SEC”) or the securities regulatory authority of any state, nor has the SEC or any such authority passed upon the accuracy or adequacy of THIS Agreement.  Any representation to the contrary is unlawful.  THE Agreement are being offered pursuant to exemptions from registration with the SEC and state securities regulatory authorities; however, neither the SEC nor any state securities regulatory authority has made an independent determination that the securities offered herein are exempt from registration.

This Agreement does not constitute an offer to sell or the solicitation of an offer to buy the Agreement Interests by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation, or sale.

No offering literature or advertising in any form other than this Agreement and the agreements and documents referred to herein shall be considered to constitute an Offering of the Interests.  No person has been authorized to make any representation with respect to the Agreement Interests except the representations contained herein.  Any representation other than those set forth in this Agreement and

 

 

any information other than that contained in documents and records furnished by Milo Tech upon request, must not be relied upon. 

 

This Agreement is accurate of as of its date, and no representation or warranty is made as to its continued accuracy after such date.

Sales of Agreement Interests may be made only to investors deemed suitable for an investment in the Agreement under the criteria set forth in this Agreement.  The Agreement reserves the right, notwithstanding any such offer, to withdraw or modify the Offering and to reject any subscriptions for the Agreement Interests, in whole or in part, for any or no reason.

The Agreement Interests being offered have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), and have not been registered under the securities laws of any state but are being offered and sold for purposes of investment and in reliance on the statutory exemptions contained in Sections 4(2) and/or 3(b) of the 1933 Act and in reliance on applicable exemptions under state securities laws.  Such Partnership Interests may not be sold, pledged, transferred, or assigned except in a transaction which is exempt under the 1933 Act and applicable state securities laws, or pursuant to an effective registration statement thereunder or in a transaction otherwise in compliance with the 1933 Act, applicable state securities laws, this Agreement.  THERE IS NOT A PUBLIC MARKET FOR THE AGREEMENT INTERESTS AND NONE IS EXPECTED TO DEVELOP IN THE FUTURE.

Prospective Agreement interests are invited to meet with their advisors to discuss, and to ask questions and receive answers, concerning the terms and conditions of this offering of the Interests, and to obtain any additional information, to the extent the Milo Tech or its delegate possess such information or can acquire it without unreasonable effort or expense, necessary to verify the information contained herein.

NASAA Uniform Disclosure:

IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

 

 

 

THIS AGREEMENT is made and entered into by _________________   and between Raymond Minardi (disclosing party) Milo’s House located at 1383 Summit Pines Blvd Apt 1312, West Palm Beach, Florida 33415 and

_________________________ (the “Recipient” or the “Receiving Part”) located at __________________________________________________________________________________

Definition

This agreement is for one of the options below, there is no stock or any other interest for a fifty thousand $50,000 investment.  Please Circle one

Option 1 – Cash out after shelf corporation funding.  Receive your initial investment plus 20% for a total of $60,000 in less than 60 days.

Option 2 – Cash out after 10 rental houses are built and rented.  Receive initial investment plus 100% for a total of $100,000 in less than 1 year.

Option 3 Cash out after 200 rental houses are built and rented.  Receiving initial investment plus $1,000,000 (one million) is less than 5 years. 

Milo’s House (Raymond Minardi) will make every reasonable known and unknow effort to achieve the desired goal of building affordable housing.

Risk disclosure information.

This agreement gives Milo’s House (Raymond Minardi) a wide latitude to invest and spend on anything that it deems necessary to accomplish the goal of building affordable housing, or any other thing that Milo’s House (Raymond Minardi) deems necessary and best for the ongoing development.

Prospective investors must recognize that there are inherent limitations on all descriptions of development processes due to the complexity, confidentiality, and subjectivity of such processes.  In addition, the description of virtually every development strategy must be qualified by the fact that development approaches are continually changing.

There can be no assurance that Milo’s House (Raymond Minardi) will achieve its investment objective or avoid substantial losses.  An investor should not make an investment in this agreement with the expectation of sheltering income or receiving cash distributions.  Investors are urged to consult with their personal advisers before investing in the Affordable Housing Project.  Because risks are inherent in all the investments in which the Affordable Housing Project agreement engages, no assurances can be given that the Affordable Housing Project agreement investment objectives will be realized. 

 

 

 

Reliance on the Affordable Housing Project Agreement

All decisions regarding the management and affairs of the Affordable Housing Project Agreement will be made exclusively by Milo’s House (Raymond Minardi).  Accordingly, no person should invest in an Interest unless such person is willing to entrust all aspects of Milo’s House (Raymond Minardi).  Donors will have no right or power to take part in the management of the Affordable Housing Project.  As a result, the success of the Affordable Housing Project Agreement for the foreseeable future depends solely on the abilities of Milo’s House (Raymond Minardi).

Affordable Housing Project Agreement provides at its sole discretion, will indemnify and hold harmless Affordable Housing Project and Milo’s House (Raymond Minardi), any partners, officers and employees (each an “Affiliate”) and the legal representatives of any of them (an “Indemnified Party”), from and against any loss or expense suffered or sustained by an Indemnified Party by reason of: (i) any acts, omissions or alleged acts or omissions arising out of or in connection with the Affordable Housing Project Agreement , any investment made or held by the Milo Tech and Raymond Minardi, including, without limitation, any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding, or claim, provided that such acts, omissions or alleged acts or omission upon which such actual or threatened action, proceeding or claim are based were not made in bad faith or did not constitute fraud, willful misconduct or gross negligence by such Indemnified Party, or (ii) any acts or omissions, or alleged acts or omissions, of any broker or agent of any Indemnified Party, provided that such broker or agent was selected, engaged or retained by the Indemnified Party with reasonable care. The Affordable Housing Project Agreement also provides that the Milo’s House (Raymond Minardi) will, at the sole discretion of the Milo Tech and Raymond Minardi, advance to any Indemnified Party attorneys’ fees and other costs and expenses incurred in connection with the defense of any action or proceeding which arises out of such conduct.

Risk of Loss

Your investment could incur substantial, or even total, losses on an investment in the Affordable Housing Project Agreement. The donation is only suitable for people / Companies willing to accept this high level of risk.

Additional disclosures

Litigation Involving State of Texas

In 2008 the State of Texas accused Mr Minardi and his relative companies of everything under the sun.  After a yearlong investigation and extensive investigation which included many lawyers and accountants there was no finding of fault and the State of Texas attorneys even apologized to us on the courthouse step following the final agreement being accepted by the judge.

 

 

Litigation Involving Bridge Loan Lender

In December 2009, Mr. and Mrs. Mack Wright made a loan of $100,000.00 to RSM Forex Fund LPII with a maturity date of January 11, 2011.  On December 14, 2010, the Wrights filed suit against RSM Forex Fund LPII in the United States District Court of Northern Texas in Lubbock, Texas (cause no. 5:10-CV-00189-C) demanding payment of the $100,000 note and claiming that RSM violated its permanent injunction in the 2008 matter with the Texas State Securities Board as well as allegations that RSM and its principals committed civil fraud in the solicitation of the $100,000. 

The lower court only found fault because the judgement was entered because of some small town good old boy legal tactics.  Mr Bustos, the attorney for the Wrights and the Judge are good friends which allowed Mr. Bustos to do whatever he wanted.  When the judgement was entered Mr Bustos told the judge that I did not answer the interrogatories, which was false.  Not only had I completed the interrogatories in time, but I was also deposed several times by Mr Bustos.  The judgment was entered under complete and totally false circumstances.  Given the opportunity two other times in court two different courts found that I did not commit fraud or violate our injunction that the Lubbock court found in their default judgment.

Disclosing Party

Throughout the duration of this Agreement, the Disclosing Party may deem it necessary to disclose or share certain proprietary information with the Recipient. Therefore, in consideration of the mutual promises and covenants contained within this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, both parties hereto agree as follows:

Confidential Information

For all intents and purposes of this Agreement, "Confidential Information" shall mean and include any data or information that is deemed proprietary to the Disclosing Party and that which is not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to, (i) any form of marketing plan, strategies, financial information or projections, operations, sales quotes or estimates, business plans, performance results which may be related to the past, present and/or future business activities of said party, its subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific, technical or data information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, knowledge, works-in progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets, trademarks and copyrights; and (v) any other information that should reasonably be recognized as confidential information of the Disclosing Party. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret to be designated Confidential Information. The Receiving Party acknowledges that the Confidential Information is proprietary to the Disclosing Party,

 

 

has been developed and obtained through great efforts by the Disclosing Party and, as such, the Disclosing Party regards all its Confidential Information as trade secrets.

Notwithstanding anything in the foregoing statement to the contrary, Confidential Information shall not include any such information which: (i) was known by the Receiving Party prior to receiving the Confidential Information from the Disclosing Party; (ii) becomes rightfully known to the Receiving Party from a third party source not know after diligent inquiry, by the Receiving Party to be under an obligation to the Disclosing Party to maintain confidentiality; (iii) is or shall become publicly available through no fault or failure to act by the Receiving Party in breach of this Agreement; (iv) is required to be disclosed in a judicial or administrative proceeding, or is otherwise requested or required to be disclosed by law or regulation, although the requirements of Compelled Disclosure shall apply prior to any disclosure being made; and (v) is or has been independently developed by employees, consultants or agents of the Receiving Party without violation of the herein contained terms and conditions of this Agreement or reference or access to any Confidential Information; (vi) information the disclosing party shares with others in a non-confidential setting no longer has to be kept by confidential by the receiving party under the NDA.

Confidential Information Disclosure

The Disclosing Party may deem it necessary, from time to time, to disclose or make available to the Receiving Party Confidential Information. It shall then become the responsibility of the Receiving Party to: (i) limit the disclosure of any Confidential Information belonging to the Disclosing Party to the Receiving Party's directors, officers, employees, agents or representatives (collectively herein referred to as "Representatives") who have a need to know such Confidential Information in connection with the current or contemplated business relationship between the parties to which this Agreement relates, and only for that purpose; (ii) advise its Representatives of the proprietary nature of the Confidential Information and of the obligations set forth herein this Agreement and require such Representatives to keep the Confidential Information confidential; (iii) shall keep all Confidential Information strictly confidential by way of exercising a reasonable degree of care, but not less than the degree of care that the Receiving Party would exercise in safeguarding their own confidential information; and (iv) not disclose any Confidential Information received to any third parties, unless otherwise provided for herein this Agreement.

Therefore, each party shall be responsible for any breach of this Agreement by any of their respective Representatives.

Confidential Information Usage

The Receiving Party herein agrees to make use of the Confidential Information solely for the purpose and in connection with the current or contemplated business relationship between both parties and not for any purpose other than that which has been stipulated and contained herein this Agreement, unless otherwise authorized by prior written consent by an authorized representative of the Disclosing Party. There shall be no other right or license, whether expressed or implied, in the Confidential Information

 

granted to the Receiving Party hereunder. Ownership and title to the Confidential Information shall remain solely with the Disclosing Party, all use of the Confidential Information by the Receiving Party shall be solely for the benefit of the Disclosing Party, and any type or manner of improvements or modifications thereof by the Receiving Party shall remain the sole property of the Disclosing Party. There shall be nothing herein contained that would be intended to modify the parties' existing agreement that the parties' discussions in furtherance of a potential business relationship shall herein be governed by Federal Rule of Evidence 408 – Compromise Offers and Negotiations.

Induced Disclosure of Confidential Information

Notwithstanding anything in the foregoing clauses to the contrary, the Receiving Party may be compelled to disclose Confidential Information pursuant to any governmental, judicial, or administrative order, subpoena, discovery request, regulatory request or similar method, provided that the Receiving Party promptly notifies, to the extent feasible, the Disclosing Party in writing of any such demand for disclosure so that the Disclosing Party, at its sole expense, may seek to make such disclosure subject to a protective order or other appropriate remedy to preserve the confidentiality of the Confidential Information; provided in the case of a broad regulatory request with respect to the Receiving Party's business (not targeted at Disclosing Party), the Receiving Party may promptly comply with such request provided the Receiving Party provides (if permitted by such regulator) the Disclosing Party prompt notice of such disclosure. The Receiving Party agrees that it shall not oppose and shall cooperate with efforts by, to the extent feasible, the Disclosing Party with any such request for a protective order or other relief. Notwithstanding the foregoing, if the Disclosing Party is unable to obtain or does not seek a

protective order and the Receiving Party are legally requested or required to disclose such Confidential Information, disclosure of such Confidential Information may be made without liability.

Independent Development

Receiving Party may currently or in the future be developing information internally, or receiving information internally, or receiving information from other parties that may be like the Disclosing Party's Confidential Information. Accordingly, nothing in this Agreement will be construed as a representation or inference that Receiving Party will not develop or have developed products or services, that, without violation of this Agreement, might compete with the products or systems contemplated by the Disclosing Party's Confidential Information.

 Term

The herein contained Agreement shall remain in effect 5 years or until sale is completed whichever is first and shall be subject to an extension of 360 months if both parties are still discussing and contemplating a business transaction or relationship at the end of the original term.

Notwithstanding the foregoing, the parties' duties to maintain in confidence all Confidential Information that may have been disclosed during the term shall thus remain in effect indefinitely.

 

No Warranty

All Confidential Information is provided by Disclosing Party "AS IS" and without any warranty, express, implied, or otherwise, regarding the Confidential Information's completeness, accuracy or performance.

Remedies

Both parties to this Agreement acknowledge and agree that the Confidential Information hereunder this Agreement is of a unique and valuable nature, and that the unauthorized distribution or broadcasting of the Confidential Information could have the potential to destroy and, at the very least, diminish the value of such information. The damage that the Disclosing Party could sustain as a direct result of the unauthorized dissemination of Confidential Information would be impossible to calculate. Therefore, both parties hereby agree that the Disclosing Party shall be entitled to claim injunctive relief that would prevent the dissemination of any Confidential Information that would be in violation of the terms set forth herein this Agreement. Any such injunctive relief provided shall be in addition to any other available remedies hereunder, whether at law or in equity. The Disclosing Party shall be entitled to recover any sustained costs and/or fees, including, but not limited to, any reasonable attorney's fees which may be incurred while attempting to obtain any such relief. Furthermore, in the event of any litigation which may be related to this Agreement, the prevailing party shall be entitled to recover any such reasonable attorney's fees and expenses incurred.

Return of Confidential Information

Upon completion/expiration or termination of this Agreement, the Receiving Party shall immediately return and deliver to the Disclosing Party all tangible material and/or information representing or exemplifying the Confidential Information provided hereunder and all notes, summaries, memoranda, drawings, manuals, records, excerpts or derivative information deriving therefrom and all other documents, materials, notes or copies ("Notes") which may have been converted to any computerized media in the form of any image, data or word processing files either manually or by image capture or any other form of work product that may be based on or include any Confidential Information, in whatever form of storage or retrieval, upon the earlier of (i) the completion or termination of this Agreement or (ii) at such time as the Disclosing Party may so request; provided however that the Receiving Party may retain such of its documents as is necessary to enable it to comply with its document retention policies. Alternatively, with the prior written consent of the Disclosing Party, the Receiving Party may immediately destroy (in the case of Notes, at the Receiving Party's sole discretion) any of the foregoing embodying Confidential Information (or the reasonably non-recoverable data erasure of computerized data) and, upon request, certify in writing such destruction by an authorized officer of the Receiving Party supervising the destruction of the material and or information.

Non-Circumvention

The Recipient shall not at any time prior to , without the prior written consent of the Disclosing Party, which consent the Disclosing Party may withhold at its sole discretion, (i) attempt in any manner to deal directly or indirectly with any contact persons or other individuals or companies related to the Disclosing

 

Party including by having any part of or deriving any benefit from the Disclosing Party's Company or any aspect thereof, or (ii) by-pass, compete, avoid, circumvent, or attempt to circumvent the Disclosing Party relative to the potential business transaction including by utilizing any of the Confidential Information or by otherwise exploiting or deriving any benefit from the Confidential Information.

Notice of Breach

The Receiving Party shall immediately notify the Disclosing Party upon discovering any unauthorized use or disclosure of Confidential Information by the Receiving Party or its Representatives, or any other breach of this Agreement by the Receiving Party or its Representatives and will cooperate with any efforts by the Disclosing Party to assist the Disclosing Party to regain the possession of its Confidential Information and thus prevent its further unauthorized use.

No Legally Binding Agreement for Transaction

Both parties hereby agree that neither party shall be under any legal obligation of any kind whatsoever with respect to a Transaction by virtue of this Agreement, except for the matters specifically agreed to herein. The parties further acknowledge and agree that each party herein reserves the right, in their sole and absolute discretion, to reject any and/or all proposals and to terminate discussions and negotiations with respect to any Transaction at any time. This Agreement does not create or constitute a joint venture or partnership between the parties. If a Transaction should go forward, the nondisclosure provisions of any applicable transaction documents entered into between the parties (or their respective affiliates) for the Transaction shall supersede this Agreement. Should and such provision not be provided or stipulated in said transaction documents, then this Agreement shall be the controlling instrument.

Warranty

Each party herein warrants that it has the right and authorization to make such disclosures under this Agreement. NO WARRANTIES ARE MADE BY EITHER PARTY UNDER THIS AGREEMENT WHATSOEVER. The parties acknowledge that.

although they shall each endeavor to include in the Confidential Information all information that they each believe relevant for the purpose of the evaluation of a Transaction, the parties understand that no representation or warranty as to the accuracy or completeness of the Confidential Information is being made by either party as the Disclosing Party. Furthermore, neither party is under any obligation contained within this Agreement to disclose any Confidential Information it chooses not to disclose. Neither party hereto shall have any liability to the other party, or to the other party's Representatives, resulting from any use of the Confidential Information except with respect to the disclosure of such Confidential Information in violation of this Agreement.

Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes all prior or contemporaneous understandings and agreements, whether oral or written, between the parties, with

 

 

respect to the subject matter hereof. This Agreement can only be modified by written amendment signed by the party against whom such enforcement is sought.

Governing Laws

The validity, construction and performance of this Agreement shall be governed and construed in accordance with the laws of Florida or any applicable federal laws or statutes applicable to contracts made and to be wholly performed within such state, without giving effect to any form of conflict of law provisions thereof. The Federal and State courts located in Florida shall have sole and exclusive jurisdiction over any disputes arising under the terms of this Agreement.

Waiver of Contractual Right

Any such failure by either party to enforce the other party's strict performance of any provision of this Agreement shall not constitute a waiver of its right to subsequently enforce such provision or any other provision of this Agreement.

Severability

Although the restrictions herein contained in this Agreement are considered by the parties to be reasonable for the purpose of protecting the Confidential Information, if any such restriction is found by a court of competent jurisdiction to be unenforceable, such provision will be modified, rewritten, or interpreted to include as much of its nature and scope as will render it enforceable. In the event it cannot be so modified, rewritten or interpreted to be enforceable in any respect, it will not be given effect, and the remainder of the Agreement shall be enforced as if such provision was not included.

Notices

Any notices or communications required or permitted to be given hereunder may be delivered by hand, deposited with a nationally recognized overnight carrier, emailed, or mailed by certified mail, return receipt requested, postage prepaid, in each case, to the address of the other party, or any such other address or addressee as may be furnished by a party in accordance with this paragraph. All such notices or communication shall be deemed to have been given and received (i) in the case of personal delivery or email, on the date of said delivery, (ii) in the case of delivery by a nationally recognized overnight carrier, on the third business day following dispatch, and (iii) in the case of mailing, on the seventh business day following such mailing.

Transfer or Assign

This Agreement is personal in nature, and neither party may directly or indirectly assign or transfer it by operation of law or otherwise without the prior written consent of the other party, which consent shall not be unreasonably withheld. All obligations contained in this Agreement shall extend to and be binding upon the parties to this Agreement and their respective successors, assigns and designees.

Miscellaneous

 

The receipt of Confidential Information pursuant to this Agreement shall not prevent or in any way limit either party from: (i) developing, making, or marketing products or services that are or may be competitive with the products or services of the other, or (ii) providing products or services to other who compete with the other.

 

Paragraph headings used in this Agreement are for reference only and shall not be used or relied upon in the interpretation of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the effective date.

 

 

______________________________________________________________________________ 

Raymond Minardi                                                                                        Print Name

 

______________________________________________________________________________ 

Signature                                                                                                          Signature

 

___________________                                                                                 __________________

Date                                                                                                                     Date

 

Investor Questionnaire

 

 

 

 

 

 

Milo’s House

               

 

 

ALL INFORMATION FURNISHED IS FOR THE SOLE USE OF MILO TECH AND ITS COUNSEL FOR PURPOSES OF DETERMINING THE ELIGIBILITY OF THE INVESTOR TO PURCHASE INTERESTS OF THE MILO TECH LICENSING AGREEEMENT. THIS QUESTIONNAIRE WILL BE HELD IN CONFIDENCE BY THE MILO TECH AND ITS COUNSEL, EXCEPT THAT THIS QUESTIONNAIRE MAY BE FURNISHED TO SUCH PARTIES AS MILO TECH AND ITS COUNSEL DEEM NECESSARY TO ESTABLISH COMPLIANCE WITH FEDERAL OR STATE SECURITIES LAWS OR TO THE EXTENT REQUIRED BY LAW.

 

Milo’s House Interests being offered by Milo’s House are not registered under the Securities Act of 1933, as amended (the “1933 Act”), in reliance upon certain exemptions from registration provided by the 1933 Act.  In order to obtain the facts needed to determine whether Milo’s House may accept an investor’s investment, it is necessary for the investor (the “Investor”) to complete this Eligible Investor Questionnaire.  Accordingly, the undersigned represents and warrants to Milo’s House that (i) the information contained herein is complete and accurate and (ii) the undersigned will notify the General Partner immediately of any change of any such information occurring at any time in which the undersigned is a Limited Partner and, that absent such notification, the information contained herein will be deemed complete and accurate. The questionnaire should be signed, dated and forwarded to Milo’s House.

 

 

 

*  *   *   *   *   *   *   *   *   *   *  *

                                                   Answer all questions.  Write “N/A” if not applicable.

 

                                                                           *  *   *   *   *   *   *   *   *   *   *  *

 

A.           INVESTOR INFORMATION

 

[Note: Numbers 1-2 to be completed only by individual investors]

 

 

1.            For joint investors, give information for both persons.

 

                (a)           Name of Investor:                                                                                                                                          

                                               

                (b)           Please indicate type of ownership:

 

                                          Individual

 

          Co-Ownership (an Investor Questionnaire must be completed by each co-owner)

 

          Individual Retirement Account (IRA)

 

                                          Other:                                                                                                                                                  

 

 

2.            General Information:

 

Full Legal Name of Purchaser: ______________________________________________________

Social Security or Taxpayer Identification Number:________________________________________

 

Citizenship:_____________________________________________________________________

Resident Address: ________________________________________________________________

(Number and Street)

_______________________________________________________________
(City)                                                      (State)                                                    (Zip Code)

Are there any other states or jurisdictions in which you:

                 maintain a residence.

                 pay state income taxes.

                 hold a driver’s license.

                 are registered to vote? 

If so, please explain:      __________________________________________________________

 

Business Address: ________________________________________________________________

(Number and Street)

_______________________________________________________________
(City)                                                      (State)                                                    (Zip Code)

Nature of Employment:____________________________________________________________

Telephone Numbers:     Residence:____________________    Fax (if any):____________________

Business:_____________________    Fax (if any):____________________

Cell Phone:___________________

E-mail address: _____________________________________

I prefer to have correspondence sent to (check one):                     Residence                Business

Name and Address                  _______________________________________________________

of any other Person                        (Name)

to whom correspondence         _______________________________________________________

should be sent:                              (Number and Street)

      ______________________________________________________

(City)                                               (State)                                    (Zip Code)

Telephone Number:_______________________________________

Fax Number:____________________________________________

E-mail address (if any):____________________________________

Relationship to Investor (e.g., attorney, accountant):_______________

 

 

 

 

[Note: Numbers 3-4 to be completed only by institutional investors]

 

3.            For joint investors, give information for both entities.

 

                (c)           Name of Investor:                                                                                                                                          

                                                                                (Full legal name)

 

                (d)           Please indicate type of ownership:

 

          Grantor of a revocable trust (an Investor Questionnaire must also be completed on behalf of the Trust)

 

          Corporation

 

          Partnership

 

          Limited Liability Company

 

          Trust or Foundation (If a revocable trust, an Investor Questionnaire must also be completed on behalf of the grantor)

 

          Employee Benefit Plan (as defined in ERISA)

 

 

                                (c)           Please state the name of individual(s) making the investment decision on behalf of the entity:

                                                                                                                                                                                                               

 

                                                                                                                                                                                                               

 

 

4.            General Information.

 

Full Legal Name of Purchaser:_______________________________________________________

Principal Business:_______________________________________________________________

 

Principal Place of Business:_________________________________________________________            

(City)                              (State)                            (Zip Code)                            (County)

Address for Correspondence (if different):_______________________________________________

(Number and Street)

____________________________________________________________

(City)                              (State)                            (Zip Code)                            (County)

Telephone Numbers:     General:______________________    Fax (if any):____________________

Direct: _______________________    Fax (if any):____________________

Cell Phone:___________________

 

E-mail Address (if any):____________________________________________________________

State or Other Jurisdiction in Which Incorporated or Formed:_________________________________

Date of Incorporation or Formation:___________________________________________________

IRS Taxpayer Identification Number (if any):____________________________________________

Net assets as of the end of the most recent fiscal year are more than:  $__________________________

 

B.            ERISA STATUS

 

[Note: this question only to be completed by institutional investors]

 

1. The undersigned is a corporation, partnership, trust or other entity, and 25% or more of the value of any class of equity interests of the undersigned is held by employee benefit plans within the meaning of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”) (including plans maintained outside the United States (“Employee Benefit Plans”) subject to ERISA).

                                          True                                                 False

 

               

 

 

                Only answer Questions 2(b) and 2(c) if the undersigned is an Accredited Investor as a result of its status as an Employee Benefit Plan (see question C(9) below):

       

2. The undersigned certifies that it is a “defined benefit plan” (as defined in Section 3(35) of ERISA) which is not described in Section 4(1), 4(b)(2) or 4(b)(4) of ERISA.

 

                                          True                                                 False

 

 

3. The undersigned certifies that it is an involuntary, noncontributory defined benefit plan as defined in the Securities and Exchange Release Nos. 33-6188 and 33-6218.

 

                                          True                                                 False

                               

 

C.           ACCREDITED INVESTOR STATUS

 

[All investors complete.  Individual Investors may only check Numbers 1, 2, or 11.]

 

As one of the qualifications of being an investor in RSM Forex Fund LP II, each prospective investor must be an accredited investor.  Additionally, the undersigned must have the financial ability to bear the economic risk of the undersigned’s investment and have adequate means for providing for the undersigned’s current needs and possible personal and other contingencies. Please indicate by ticking one or more of the following categories which are applicable to you.  If no category is applicable, then the investor must check Number 11, “None.”   If the investor is not an “accredited investor” it is ineligible to participate, and its attempted subscription will be rejected.

 

Individual Investors

 

                          1.            Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of such investor’s purchase, exceeds $1,000,000.

                          2.            Any natural person who had an individual income more than $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each 

 

 

                                                of those years and has a reasonable expectation of reaching the same income level in the current year.

Trusts, Partnerships, Companies and Other Entities:

 

                          3.            Any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000.

 

                          4.            Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act.

 

                          5.            A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act.

 

Financial Institutions:

 

                          6.            Any bank as defined in Section 3(a)(2) of the 1933 Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended.

 

                          7.            Any insurance company as defined in Section 2(13) of the 1933 Act; any investment company registered under the Investment Company Act of 1940, as amended or Business Development Company as defined in Section 2(a)(48) of that Act.

 

                          8.            Any 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, provided, however, that all of the foregoing must have a net worth exceeding $1,000,000.

 

 

 

Benefit Plans:

 

                          9.            Any 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, if such plan has total assets in excess of $5,000,000, or any employee benefit plan within the

                                                meaning of ERISA, if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by natural persons that would themselves qualify as eligible investors.  Subject to the sole discretion of the General Partner, no eligible investor falling within the foregoing categories will be admitted to Milo’s House unless, if the investor is subject to ERISA, such investment, taken together with those of all other Beneficial Owners subject to ERISA, does not amount to 25% or more of all Partnership Interests.

 

Other:

               

                          10.         Any entity in which all the equity owners are accredited investors; or

 

                          11.         None.

 

 

D.           ELECTRONIC DELIVERY AUTHORIZATION

Milo’s House may make reports and other communications available in electronic form, such as E-mail or by posting on a web site (with notification of the posting by E-mail).  Do you consent to receive deliveries of reports and other communications from Milo’s House (including annual and other updates of our consumer privacy policies and procedures) exclusively in electronic form without separate mailing of paper copies?  Your consent to electronic delivery of such information may be revoked at any time upon written notice to Milo’s House.

 

          Yes                                                   No

 

 

[END OF QUESTIONNAIRE]