EXHIBIT A. West Virginia Capital Access Program Application for Loan or Equity Investment

Transcription

1 EXHIBIT A West Virginia Capital Access Program Application for Loan or Equity Investment Date of Application: / / Intermediary Organization: Intermediary EIN: Loan Applicant: Firm Name: DBA: Mailing Address: Telephone: Fax: Contact Person: Federal EIN: 1

2 WV Tax ID No.: Census Tract (a 9-digit or 11-digit number. The first two digits will be the state code. The next three digits will be the county code and the remaining 4 to 6 digits will be the census track code. The codes can be obtained by typing in the Applicant s address into the FFIEC locator at Annual Revenue (last fiscal year): Current FTE s (The Full Time Equivalent Employees should be rounded to the nearest whole number. For example, if a business has 100 employees working fulltime and 50 employees working 20 hours/week, the total number of FTE s will be 125. This is derived as follows: (100 + (.5*50)). For seasonal employees, base the FTE count on a 2000-hour (so that an employee who works for 500 hours counts as.25 FTEs): NAICS Code: Year Business Incorporated or Opened if not Incorporated: Number of Projected New Jobs to be Created due to WVCAP: Number of Jobs Retained due to WVCAP: 2

3 Describe the structure of the Applicant (the type of the entity and the State of organization). Additionally, provide information on registration or authorization to do business in West Virginia. The Loan/Investment: Describe, in an attachment (Loan/Investment Discussion Summary), the loan or investment sought from WVCAP and specifically state the following: 1. The names and address of the principals of the business and its Board of Directors 2. The location(s) of the project 3. The amount of the loan/investment or financial assistance requested 4. The purpose of the loan/investment or financial assistance 5. The proposed structure of the loan/investment including the maturity date, interest rate and other pertinent terms of the loan/investment (include any additional private funding received) 6. A description of the fixed assets which shall serve as security for the loan/investment 7. Names and address of all persons holding, or proposed to hold, twentyfive percent or more of the equity of the entity requesting the loan/investment 8. Names and address of all persons acting as a broker, financial advisor or in any other capacity to whom a fee will be paid or is proposed to be paid in connection with this application and the amount of the proposed fee. 9. List all other ventures in which the principals currently hold twenty percent or more in equity. 10. If the loan/investment is to be used to finance the acquisition, construction or renovation to real property, please describe whether any portion of the real property will be leased either by the borrower/investee to an operating company or by the borrower/investee to any third party tenants. If the real property is to be leased by the borrower/investee to third party tenants, please provide a listing of the tenants and copies of any written lease agreements proposed to be entered into with the tenants. If the real property is to be leased to an operating company, please provide the name of the operating company, a description of the type of entity and its State of incorporation/formation, the names and addresses of the principals of the operating company, a description of the business of the operating company, and the names of the individuals that currently hold twenty 3

4 percent of more in equity in the operating company. Please also provide a copy of the written lease agreement proposed to be entered into between the borrower/investee and the operating company. Representations by Applicant, Principals, Substantial Owners and Intermediary Organizations: 1. The principals have never been convicted of a sex offense against a minor (as such terms are defined in section 111 of the Sex Offender Registration and Notification Act (42 U.S.C )). 2. The Applicant, Principals and Substantial Owners will use the loan or investment proceeds for a business purpose. Business purpose includes, but is limited to, start-up costs, working capital, business procurement, franchise fees, equipment, inventory, as well as the purchase, construction renovation or tenant improvements of an eligible place of business that is not for passive real estate investment purposes. 3. The Applicant, Principals and Substantial Owners have signed and attached the Certification for Use of Loan/Investment Proceeds and Sex Offender Certification. 4. The Applicant hereby agrees to the terms of the Enterprise/ Corporate Pledge attached hereto as Annex VI. 5. The Intermediary Organization has signed and attached the Certification for Use of Loan/Investment Proceeds and Sex Offender Certification. 6. Each Lender or Investor has signed and attached the Certification for Use of Loan/Investment Proceeds and Sex Offender Certification. Authority to Request and Review Information: The applicant and intermediary organization hereby authorize any agency of the State of West Virginia and political division of the State to report to the West Virginia Capital Access Program Committee, the West Virginia Jobs Investment Trust Board or its staff regarding the firm s compliance with regulatory or tax statutes, rules, regulations, ordinances and decrees. The applicant and intermediary organization hereby authorize any staff or member of the West Virginia Capital Access Program Committee or the West Virginia Jobs Investment Trust Board the right to review all material related to the financial history of the Applicant and related information regarding the investment. I/we 4

5 also authorize investigation of my/our personal history and financial and credit records through any investigative or credit agencies of your choice. Applicant agrees to execute any additional documents that may be required to accomplish the foregoing. Applicant: Signature: Date: / / Signature: Date: / / Intermediary Organization: Signature: Date: / / Signature: Date: / / 5

6 Attachments: Annex I - Loan/Investment Discussion Summary Annex II - Signed Borrower Certification for Use of Loan/Investment Proceeds Annex III - Signed Sex Offender Certifications from Borrower/Investee, from Intermediary Organization and from Lender/Investor Annex IV - Signed Intermediary Organization Certification for Use of Loan/Investment Proceeds Article V - Signed Lender/Investor Certification for Use of Loan/Investment Proceeds Annex VI - Enterprise/Corporate Pledge 6

7 ANNEX I Loan/Investment Discussion Summary 7

8 ANNEX II West Virginia Capital Access Program Borrower Certification for Use of Loan/Investment Proceeds These assurances reference Section 3005(e)(7) and Section 3011(c)(2) of the Small Business Jobs Act of Legal Name of Small Business Loan/Investment Recipient: (Borrower) Or Legal Name of Any other Entity that Receives Financial Assistance: (Borrower) The Borrower hereby certifies to the (program participant) the following: 1. The loan/investment proceeds will be used for a business purpose. Business purpose includes, but is limited to, startup costs, working capital, business procurement, franchise fees, equipment, inventory, as well as the purchase, construction, renovation or tenant improvement of an eligible place of business that is not for passive real estate investment purposes. The definition of business purpose excludes: activities that relate to acquiring or holding passive investments, such as commercial real estate ownership and the purchase of securities; and lobbying activities, as defined in Section 3(7) of the Lobbying Disclosure Act of 1995, P.L , as amended. 2. The loan/investment proceeds will not be used to: a. Repay a delinquent federal or state income taxes unless the Borrower has a payment plan in place with the relevant taxing authority; or b. Repay taxes held in trust or escrow, e.g., payroll or sales taxes; or c. Reimburse funds owed to any owner, including any equity injection or injection of capital for the business continuance; or d. To purchase any portion of the ownership interest of any owner of the business. 8

9 3. The Borrower is not: a. An executive officer, director or principal shareholder of the institution lending/investing; or b. A member of the immediate family of an executive officer, director or principal shareholder of the financial institution lenders; or c. A related interest of an executive officer, director, principal shareholder or member of the immediate family. For purposes of these three borrower restrictions, the terms executive officer, director, principal shareholder, immediate family, and related interest refer to the same relationship to a financial institution lender as the relationship described in part 215 of title 12 of the Code of Federal Regulations, or any successor to such part. 4. The Borrower is not: a. A business engaged in speculative activities that develop profits from fluctuations in price rather than through normal course of trade, such as wildcatting for oil and dealing in commodities futures, unless those activities are incidental to the regular activities of the business and part of a legitimate risk management strategy to guard against price fluctuations related to the regular activities of the business; or b. A business that earns more than half of its annual net revenue from lending activities; unless the business is a non-bank or non-bank holding company certified by the U.S. Department of Treasury s Community Development Financial Institutions Fund as a Community Development Financial Institution; or c. A business engaged in pyramid sales, where a participant s primary incentive is based on the sales made by an ever-increasing number of participants; or d. A business engaged in activities that are prohibited by federal law or applicable law in the jurisdiction where the business is located or conducted. (Included in these activities is the production, servicing, or distribution of otherwise legal products that are to be used in connection with an illegal activity, such as selling drug paraphernalia or operating a motel that knowingly permits illegal prostitution); or e. A business engaged in gambling enterprises, unless the business earns less that 33% of its annual net revenue from lottery sales. 5. No principal of the borrowing entity has been convicted of a sex offense against a minor (as such terms are defined in section 111 of the Sex Offender Registration and Notification Act (42 U.S.C )). For the purposes of this certification, principal is defined as if a sole proprietorship, the proprietor; if a partnership, each managing partner and each partner who is a natural person and holds a 20% or more ownership interest in the partnership; and if a corporation, limited liability company, association or a development 9

10 company, each director, each of the five most highly compensated executives or officers of the entity, and each natural person who is a direct or indirect holder of 20% or more of the ownership stock or stock equivalent of the entity. The Borrower shall cooperate with the program participant, the West Virginia Jobs Investment Trust Board, the United States Department of Treasury, the Treasury Inspector General and any of their officers, employees, agents, representatives, successors and assigns, and provide information necessary for the West Virginia Jobs Investment Trust to make reports and provide other information to the United States Department of Treasury as required from time to time under the Small Business Jobs Act of 2010 and the State Small Business Credit Initiative created thereunder (SSBCI), including any rules, guidelines and regulations which may promulgated or amended from time to time, and under that certain Allocation Agreement dated November 18, 2011, between the Office of the Governor of the State of West Virginia and the United States Department of Treasury. The Borrower hereby authorizes the program participant to disclose any and all information concerning its loan and/or investment to the West Virginia Jobs Investment Trust Board, the United States Department of Treasury, the Treasury Inspector General, and any of their officers, employees, agents, representatives, successors and assigns, and further authorizes the disclosure of such information by the West Virginia Jobs Investment Trust Board to the United States Department of Treasury, the Treasury Inspector General, and their officers, employees, agents, representatives, successors and assigns, as may be necessary in order for the West Virginia Jobs Investment Trust Board to comply with the Small Business Jobs Act, the SSBCI or the Allocation Agreement. The Borrower hereby further authorizes the West Virginia Jobs Investment Trust Board to disclose and make public such information as required by Chapter 12, Article 7, Section 11 of the West Virginia Code. 1 [Signature Page Follows] 1 W. Va. Code requires WVJITB to make public the following information regarding executed investments or loans: (1) The names and addresses of the principals of the business and its board of directors; (2) the location or locations of the projects; (3) the amount of the investment or financial assistance provided by WVJITB; (4) the purpose of the investment or financial assistance; (5) the maturity, interest rate and other pertinent terms of the investment; (6) the fixed assets which serve as security for the investment; and (7) the names and addresses of all persons holding twenty-five percent or more of the equity of the entity receiving investment assistance: 10

11 The undersigned Authorized Signatory hereby certifies that he/she is authorized to make the above certifications on behalf of all of the principals of the Borrower. Legal Name: By: Authorized Signatory Name: Title: Date: 11

12 ANNEX III West Virginia Capital Access Program Sex Offender Certifications from Borrower/Investee, From Intermediary Organization and from Lender/Investor This certification is required by Section 3011 (c)(2) of the Small Business Jobs Act of 2010 from any private entity that received a loan/investment, a loan guarantee, or other financial assistance using funds received by a participating State under the State Small Business Credit Initiative, or from any intermediary organization that made a loan/investment, a loan guarantee, or offered other financial assistance using funds received by a participating State under the State Small Business Credit Initiative, or from any lender or investor which made a companion loan/investment to any borrower or investee that received a loan/investment, a loan guarantee or other financial assistance using funds received by a participating State under the State Small Business Credit Initiative. Legal Name of Private Entity: As required by Section 3011(c)(2) of the Small Business Jobs Act of 2010, the private entity hereby certifies to the participating State that the Principals of the private entity have not been convicted of a sex offense against a minor (as such terms are defined in section 111 of the Sex Offender Registration and Notification Act (41 U.S.C )). For the purposes of this Certification, Principal means the following: if a sole proprietorship, the proprietor; if a partnership, each managing partner and each partner who is a natural person and holds a 20% or more ownership interest in the partnership; and if a corporation, limited liability company, association or a development company, each director, each of the five most highly compensated executives or officers of the entity, and each natural person who is a direct or indirect holder of twenty percent (20%) or more of the ownership stock or stock equivalent of the entity. [Signature Page Follows] 12

13 The undersigned Authorized Signatory hereby certifies that he/she is authorized to make the above certification on behalf of all of the principals of the private entity. Legal Name: By: Authorized Signatory Name: Title: Date: 13

14 ANNEX IV West Virginia Capital Access Program Intermediary Organization Certification for Use of Loan/Investment Proceeds This Assurance is referenced by Section 3005(e)(7) of the Small Business Jobs Act of 2010, and includes any lender or investor that receives a loan, a loan guarantee, or other financial assistance using funds received by a Participating State under the State Small Business Credit Initiative. Legal Name of Intermediary Organization: The Intermediary Organization (Lender) hereby certifies to the Participating State the following: 1. The loan/investment has not been made in order to place under the protection of the approved state program prior debt or investment that is not covered under the West Virginia Capital Access Program and that is or was owned by the borrower or investee to the lender or investor or to an affiliate of the lender or investor. 2. The loan/investment is not a refinancing of a loan or investment previously made to that borrower or investee by the lender or investor or an affiliate of the lender or investor, except as otherwise allowed in the United States Department of Treasury s SSBCI policy guidelines. 3. The lender or investor is not attempting to enroll the unguaranteed portion of SBAguaranteed loans. 4. The lender or investor has complied with all federal and state laws, rules and regulations pertaining to the loan/investment including, but not limited to, the Jobs Act, the Right to Financial Privacy Act (12 U.S.C et seq.) and, to the extent required by law, 31 C.F.R

15 The undersigned Authorized Signatory hereby certifies that he/she is authorized to make the certifications set forth above on behalf of all of the principals of the lender or investor. Legal Name: By: Authorized Signatory Name: Title: Date: 15

16 ANNEX V West Virginia Capital Access Program Lender/Investor Certification for Use of Loan/Investment Proceeds This Assurance is referenced by Section 3005(e)(7) of the Small Business Jobs Act of Legal Name of Lender or Investor: The Lender/Investor hereby certifies to the Participating State the following: 1. The loan/investment has not been made in order to place under the protection of the approved state program prior debt or investment that is not covered under the West Virginia Capital Access Program and that is or was owed by the borrower or investee to the lender or investor or to an affiliate of the lender or investor. 2. The loan/investment is not a refinancing of a loan or investment previously made to that borrower or investee by the lender or investor or an affiliate of the lender or investor, except as otherwise allowed in the United States Department of Treasury s SSBCI policy guidelines. 3. The lender or investor is not attempting to enroll the unguaranteed portion of SBAguaranteed loans. 4. The lender or investor has complied with all federal and state laws, rules and regulations pertaining to the loan/investment including, but not limited to, the Jobs Act, the Right to Financial Privacy Act (12 U.S.C et seq.) and, to the extent required by law, 31 C.F.R

17 The undersigned Authorized Signatory hereby certifies that he/she is authorized to make the certifications set forth above on behalf of all of the principals of the lender or investor. Legal Name: By: Authorized Signatory Name: Title: Date: 17

18 ANNEX VI West Virginia Capital Access Program Enterprise/Corporate Pledge In the spirit of being a good citizen of the State of West Virginia and for having received an investment or other assistance from the West Virginia Capital Access Program the entity receiving the assistance pledges as follows: The entity will: Maintain its principal place of business in West Virginia; Employ West Virginia residents whenever reasonably possible; Contract for the provision of supplies, materials, parts and labor with West Virginia providers whenever reasonably possible and economically feasible; Employ West Virginia subcontractors whenever reasonably possible and economically feasible; Provide that all contracts and agreements be subject to and governed by West Virginia law and that the choice of forum be West Virginia; Become or maintain a status as an entity organized in West Virginia or qualified to do business in West Virginia; Be current in the payment of all taxes, licenses, fees, assessments, premiums, deposits and other obligations payable to or levied or assessed by the State of West Virginia; Promote economic development and job creation in West Virginia; Commit that its principals shall devote substantially of their time to the business or entity assisted by the WV CAP; and No other entity, venture or business controlled by or affiliated with this entity shall be formed or acquired without the prior written consent of the WV CAP. [Signature page follows] 18

19 Legal Name: By: Authorized Signatory Name: Title: Date: 19

20 EXHIBIT C West Virginia Capital Access Program Loan or Investment Funding Eligibility Criteria The United States Department of Treasury has allocated $13,168,350 to the State of West Virginia to be used to support the West Virginia Capital Access Program, which is designed to provide financial support to small businesses located in the State of West Virginia. The West Virginia Capital Access Program shall consist of four (4) separate programs, consisting of the following: 1. A venture capital program known as the West Virginia Seed Capital Co-Investment Fund Program which provides investment capital to create and grow start-up and earlystage businesses in West Virginia. 2. A subordinated debt program known as the West Virginia Small Business OCSP Subordinated Debt Program which will encourage financial institutional lenders to make senior loans to businesses in West Virginia with the availability of the additional SSBCI funds to be disbursed as subordinated loans. 3. A collateral support program known as the West Virginia Small Business OCSP Collateral Support Program which pledges cash collateral accounts to lending institutions to enhance collateral coverage of business loans. This program enables financing that might otherwise be unavailable due to a collateral shortfall. 4. A loan guaranty program known as the West Virginia Small Business OCSP Loan Guaranty Program which enables small businesses to obtain term loans or lines of credit to help them grow and expand their businesses. This program provides a lender with the necessary security, in the form of a partial guaranty, for the lender to approve a loan or line of credit. Lenders and venture capital firms that participate in the West Virginia Capital Access Program shall submit an Application of an eligible borrower or investee in the form of Attachment I attached hereto to the West Virginia Capital Access Program Committee for review and approval, which approval shall be subject to satisfaction of the following eligibility criteria. 20

21 ELIGIBILITY CRITERIA Eligible Businesses Businesses with an average business size of 20 to 30 employees, not to exceed a maximum business size of 750 employees. For funding under the West Virginia Seed Capital Co-Investment Fund Program, eligible businesses are those with the potential for fast growth that can demonstrate an exit strategy for the equity investor. Corporations, limited liability companies, partnerships, and sole proprietorships are all eligible. Eligible borrowers or investees include state-designated charitable, religious, or other non-profit or eleemosynary institutions, government-owned corporations, consumer and marketing cooperatives, and faith-based organizations provided the loan is for a business purpose as defined below. An eligible business must be able to certify that no principal thereof has been convicted of a sex offense against a minor (as such terms are defined in section 111 of the Sex Offender Registration and Notification Act (42 U.S.C )). For purposes of this certification, principal is defined as if a sole proprietorship, the proprietor; if a partnership, each managing partner and each partner who is a natural person and holds a 20% or more ownership interest in the partnership; and if a corporation, limited liability company, association or a development company, each director, each of the five most highly compensated executives or officers of the entity, and each natural person who is a direct or indirect holder of 20% or more of the ownership stock or stock equivalent of the entity. Ineligible Businesses The borrower or investee may not be an executive officer, director or principal shareholder of the institutional lender or investor; or The borrower or investee is a member of the immediate family of an executive officer, director, or principal shareholder of the financial institution lender or investor; or The borrower or investee is a related interest of an executive officer, director, principal shareholder or member of the immediate family. For purposes of these three borrower or investee restrictions, the terms executive officer, director, principal shareholder, immediate family, and related interest refer to the same relationship to a financial institution lender or investor as the relationship described in part 215 of title 12 of the Code of Federal Regulations, or any successor to such part. A business engaged in speculative activities that develop profits from fluctuations in price rather than through normal course of trade, such as wildcatting for oil and dealing in commodities futures, unless those activities are incidental to the regular activities of the business and part of a legitimate risk management strategy to guard against price fluctuations related to the regular activities of the business; or A business that earns more than half of its annual net revenue from lending activities; unless the business is a non-bank or non-bank holding company certified by the U.S. Department of Treasury s Community Development Financial Institutions Fund as a Community Development Financial Institution; or 21

22 A business engaged in pyramid sales, where a participant s primary incentive is based on the sales made by an ever-increasing number of participants; or A business engaged in activities that are prohibited by federal law or applicable law in the jurisdiction where the business is located or conducted. (Included in these activities is the production, servicing, or distribution of otherwise legal products that are to be used in connection with an illegal activity, such as selling drug paraphernalia or operating a motel that knowingly permits illegal prostitution); or A business engaged in gambling enterprises, unless the business earns less that 33% of its annual net revenue from lottery sales. Eligible Loans/Investments and Eligible Purposes For the West Virginia Seed Capital Co-Investment Fund Program, all stages of venture capital financing are eligible, including seed/angel, early stage, expansion and mezzanine financing. Lenders must target an average principal amount of $5 million or less, with a maximum investment to any one business of $20 million. Loans or investments to businesses which are projected to create jobs will be a factor in approving applications. Loan or investment proceeds may be used for any business purpose. A business purpose includes, but is not limited to, start up costs, working capital, business procurement, franchise fees, equipment, inventory, as well as the purchase, construction, renovation or tenant improvements of an eligible place of business that is not for passive real estate investment purposes. The definition of business purpose excludes acquiring or holding passive investments such as real estate ownership, or the purchase of securities, and lobbying activities (as defined in Section 3(7) of the Lobbying Disclosure Act of 1995, P.L , as amended). Lenders or investors that receive SSBCI funds or any form of credit support pursuant to the West Virginia Capital Access Program that is supported by SSBCI funds must have a meaningful amount of its own capital resources at risk as required by OMB Circular No. A-129, which means that the lender or investor must provide evidence that it will bear at least 20% of the risk of loss. Ineligible Loans/Investments and Ineligible Purposes SSBCI funds may not be used for the following purposes: a. Repay delinquent federal or state income taxes unless the borrower has a payment plan in place with the relevant taxing authority; or b. Repay taxes held in trust or escrow, e.g., payroll or sales taxes; or c. Reimburse funds owed to any owner, including any equity injection or injection of capital for the business continuance; or d. To purchase any portion of the ownership interest of any owner of the business; or e. To make an investment in order to place under the protection of the West Virginia Capital Access Program a previously made loan or investment that is not covered and eligible under the West Virginia Capital Access Program and that is or was owed by the borrower or investee to the lender or investor or to an affiliate of the lender or investor; or 22

23 f. To refinance a loan or investment previously made to the borrower or investee by the lender or investor or an affiliate of the lender or investor, except as otherwise allowed by the United States Department of Treasury s SSBCI policy guidelines. Small Business Administration (SBA) guaranteed loans may not be enrolled in the West Virginia Small Business OCSP Subordinated Debt Program, the West Virginia Small Business OCSP Collateral Support Program or the West Virginia Small Business OCSP Loan Guaranty Program. 23

24 EXHIBIT E West Virginia Capital Access Program Borrower Certificate for Use of Loan/Investment Proceeds for Construction of Real Property Legal Name of Small Business Loan/Investment Recipient: (Borrower) Or Legal Name of Any other Entity that Receives Financial Assistance: (Borrower) The Borrower hereby certifies to the (program participant) and the West Virginia Jobs Investment Trust Board the following: 1. The Borrower used the proceeds of its loan/investment from the West Virginia Capital Access Program to finance the construction of a new commercial building located within the State of West Virginia (the Real Property ). 2. The construction of the Real Property was completed on [date]. 3. The total rentable property at the Real Property is square feet. For purposes of this Certification, rental property shall mean the total square footage of all buildings or facilities used for business operations excluding vertical penetrations (stairways, elevators, and mechanical areas that are designed to transfer people or services vertically between floors), and including common areas (lobbies, passageways, vestibules, and bathrooms), and excludes all outside areas. 4. (a) The Borrower fully occupies and uses the Real Property; OR (b) The Borrower occupies and uses of the total rentable property at the Real Property, which is at least sixty percent (60%) of the total rentable property at the Real Property, and leases of the total rentable property at the Real Property, which does not exceed forty percent (40%) of the total rentable property at the Real Property. 5. If the Borrower leases any of the rentable property at the Real Property, attached hereto are fully executed copies of all lease agreements between the Borrower, as lessor, and its 24

25 tenants, as lessees, related to the lease of any of the Real Property, which leases include in sufficient detail a description of the total square footage leased by the Borrower to each tenant. 6. The Borrower hereby agrees to provide any additional information or documentation as may be requested by the West Virginia Jobs Investment Trust Board in order to substantiate the occupancy percentages described in Section 4(b) above. Legal Name: By: Authorized Signatory Name: Title: Date: 25

26 EXHIBIT F West Virginia Capital Access Program Borrower Certificate for Use of Loan/Investment Proceeds For Acquisition, Renovation or Reconstruction of Real Property Legal Name of Small Business Loan/Investment Recipient: (Borrower) Or Legal Name of Any other Entity that Receives Financial Assistance: (Borrower) The Borrower hereby certifies to the (program participant) and the West Virginia Jobs Investment Trust Board the following: 1. The Borrower used the proceeds of its loan/investment from the West Virginia Capital Access Program to finance the acquisition, renovation and/or reconstruction of an existing building located within the State of West Virginia (the Real Property ). 2. The Borrower acquired the Real Property on [date]. 3. The total rentable property at the Real Property is square feet. For purposes of this Certification, rental property shall mean the total square footage of all buildings or facilities used for business operations excluding vertical penetrations (stairways, elevators, and mechanical areas that are designed to transfer people or services vertically between floors), and including common areas (lobbies, passageways, vestibules, and bathrooms), and excludes all outside areas. 4. (a) The Borrower fully occupies and uses the Real Property; OR (b) The Borrower occupies and uses of the total rentable property at the Real Property, which is at least fifty-one percent (51%) of the total rentable property at the Real Property, and leases of the total rentable property at the Real Property, which does not exceed forty-nine percent (49%) of the total rentable property at the Real Property. 5. If the Borrower leases any of the rentable property at the Real Property, attached hereto are fully executed copies of all lease agreements between the Borrower, as lessor, and its 26

27 tenants, as lessees, related to the lease of any of the Real Property, which leases include in sufficient detail a description of the total square footage leased by the Borrower to each tenant. 6. The Borrower hereby agrees to provide any additional information or documentation as may be requested by the West Virginia Jobs Investment Trust Board in order to substantiate the occupancy percentages described in Section 4(b) above. Legal Name: By: Authorized Signatory Name: Title: Date: 27