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Attachment A: Business Plan Small Business Development Fund Complete this Attachment and required supporting document in its entirety using the instructions provided in this Attachment and the Application Materials. Please check the box by the title of each supporting document included in the Application. Attachment A: Business Plan Name of Applicant: Click or tap here to enter text. Address: Click or tap here to enter text. Name of Primary Contact: Click or tap here to enter text. Telephone: Click or tap here to enter text. E-mail: Click or tap here to enter text. Amount of Capital Investment Requested: Click or tap here to enter text. Date of Application Submission: Click here to enter a date. 1 of 51

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Page 1: Overview - Rhode Island Commerce | Business Support ... · Web viewMarketing and Business Development Discuss your primary marketing programs or strategies. If you have prepared marketing

Attachment A: Business Plan

Small Business Development Fund Complete this Attachment and required supporting document in its entirety using the instructions provided in this Attachment and the Application Materials. Please check the box by the title of each supporting document included in the Application.

Attachment A: Business PlanName of Applicant: Click or tap here to enter text.Address: Click or tap here to enter text.Name of Primary Contact: Click or tap here to enter text.Telephone: Click or tap here to enter text.E-mail: Click or tap here to enter text.Amount of Capital Investment Requested:

Click or tap here to enter text.

Date of Application Submission: Click here to enter a date.

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Attachment A: Business Plan

1. Overview Please provide an overview of the investment strategy and target deal profile you intend to pursue. This overview should be easily understood by a lay person for use in public documents.

Click here to enter text.

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Attachment A: Business Plan

2. Management Structure and Staffing

2.1. Firm OverviewPlease provide a brief history of your proposed Small Business Development Fund and Affiliates and describe all investing, advisory or other business activities the Fund currently conducts, or will conduct in addition to managing the Fund. If any senior members of the team have joined or departed the Small Business Development Fund in the past five years, please provide the names of those senior members and a description of the roles held in the Applicant or Affiliate entities.

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2.2 Principals, Managers, and/or OfficersFor each principal, manager, and/or officer, please provide a brief biography, a description of his/her role within the team, and all previous employment and associated time periods. Indicate the percentage of time each individual listed will devote to the operation of the Small Business Development Fund at certification and during the lifetime of the Fund. Please insert the text of the biographies into the space below.

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2.3 Principal, Manager, and/or Officers Activities Use the space below to account for the time each principal, manager, and/or officer will not be devoting to the management of the Small Business Development Fund. If applicable, list all active funds for which the principals, managers, and/or officers, either jointly or separately, have management responsibility. If applicable, list any issues that may impact the ability of the Principal, Manager, and/or Officers to implement the firm.

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2.4 Supporting DocumentationPlease attach documents responsive to the following items to this section of the business plan. Please label documents “SBDF – A2.4 – [Applicant_Name]”

☐ Organizational Chart Provide organizational charts as follows:

- For the Applicant, showing the organizational structure of the Fund- For the Applicant, showing the relationship to all Affiliates including clearly labeled ownership

percentages for the Applicant and Affiliates.- For each Affiliate, showing the organizational structure of the Affiliate - For each Affiliate, showing all entities affiliated with the Affiliate. Ensure ownership percentages

are included for all entities.

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Attachment A: Business Plan

☐ List of pending litigation and judgements - Applicants and Affiliates- A list of all pending litigation in which the Applicant or Affiliate is a party including the names of

all parties, the date of commencement of the case and the state and court in which the case is pending.

- A list of all litigation in which a judgment entered against the Applicant or an Affiliate including the names of all parties, the date of the judgment and the state and court in which the judgment entered together with a copy of any such judgment.

☐ List of Pending Litigation and judgments - Principals, Managers, Officers and/or Employees- A list of all pending litigation in which a principal, manager, officer and/or employee of the

Applicant is a party that in any way relates to claims involving investments, financing, fraud, misrepresentation, embezzlement, tax evasion, breach of fiduciary duty or claim arising from dishonesty; including the names of all parties, the date of commencement of the case and the state and court in which the case is pending.

- A list of all litigation in which a judgment entered against a principal, manager, officer and/or employee of the Applicant in relation to any claims involving investments, financing, fraud, misrepresentation, embezzlement, tax evasion, breach of fiduciary duty or claim arising from dishonesty; including the names of all parties, the date of judgment and the state and court in which the judgment entered together with a copy of any such judgment.

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Attachment A: Business Plan

3. Educational-Partners Collaboration Documentation

3.1. Plans for CollaborationDo you plan to collaborate with colleges, universities, or other institutions of higher learning?

YES ☐ NO ☐

3.2. Collaboration NarrativeIf you intend to collaborate with colleges, universities, or other institutions of higher learning, please describe those plans including any outreach to such partners.

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Attachment A: Business Plan

4. Community-Based Partners Collaboration Documentation

4.1. Plans for CollaborationDo you plan to collaborate with any community-based partners? YES ☐ NO ☐

4.2. Collaboration NarrativeIf you intend to collaborate with any community-based partners, please describe those plans including any outreach to such partners.

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Attachment A: Business Plan

5. Qualified Investments

5.1. Expected Start DateProvide the expected date after Certification that the Applicant will start accepting applications for investments in Eligible Business.

Click or tap here to enter text.

5.2 Deployment Strategy Provide a narrative describing the deployment strategy including industries and/or sectors the Applicant expects to target, the estimated percentage of distribution of the total investments of the Applicant across the identified industries and/or sectors in Eligible Businesses, and the size, stage, industry, and other portfolio company characteristics relevant to the Applicant's investment strategy. As part of the deployment strategy, explain how you will identify Eligible Businesses that will create or retain jobs, including identifying businesses at risk of no longer doing business in the state and/or reducing their employment in the state if they are not the recipient of a Qualified Investment. Please describe the process and the roles the principals, managers and/or officers will play in implementing the deployment strategy. If outside consultants or partners will be used to implement the deployment strategy, please identify the consultants or partners and describe the roles and responsibility of each. If you prefer to provide tables or graphical representations of the proposed deployment strategy, please attach pages to this attachment labeled “SBDF-A5.2_[Applicant_Name]”. Insert the number of additional pages attached here: Click or tap here to enter text.

Click or tap here to enter text.

5.3 Overall Structure and PricingPlease identify the types of Qualifying Investments (e.g. subordinate debt, mezzanine, revolving lines of credit, etc) you intend to make as part of your investment strategy, the percentage of your portfolio each type of Qualifying Investment will constitute, and explain the investment structure as well as fees, charges, rates, and/or assessments for each type of investment. If you prefer to provide tables or graphical representations of the proposed Qualifying Investments structure and pricing, please attach pages to this attachment labeled “SBDF-A5.3_[Applicant_Name]”. Insert the number of additional pages attached here: Click or tap here to enter text.

Click or tap here to enter text.

5.4 Equity Investment SubtypesPlease provide a delineation of the Equity Investment subtypes such as seed, early-stage venture capital, late-stage venture capital, private equity, etc.; the estimated percentage of the total portfolio each type of Equity Investment will constitute; and the expected collateral associated with each type. If you prefer to provide tables or graphical representations of the proposed Qualifying Investments structure and

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Attachment A: Business Plan

pricing, please attach pages to this attachment labeled “SBDF-A5.4_[Applicant_Name]”. Insert the number of additional pages attached here: Click or tap here to enter text.

Click or tap here to enter text.

5.5 Unmet Access to Capital NeedPlease identify the unmet access to capital need or needs that the Small Business Fund will address and the strategy the will be employed to meet that need or needs.

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5.6 Deployment Strategy RisksPlease identify the major risks to implementation of your deployment strategy and explain any efforts you will make to mitigate that risk.

Click or tap here to enter text.

5.7 Marketing and Business DevelopmentDiscuss your primary marketing programs or strategies. If you have prepared marketing materials or additional information responsive to this item, please attach pages to this attachment labeled “SBDF-A5.7_[Applicant_Name]”. Insert the number of additional pages attached here: Click or tap here to enter text.

Click or tap here to enter text.

5.8 Other IncentivesList all federal, state, and local incentives, grants, tax credits or other aid that will or may be received or requested by the Applicant and Affiliates. For each, indicate whether that aid will be used as part of the Fund’s activities in the State and the status of the application for each. If none, list N/A.

Click or tap here to enter text.

5.9 Categories of Jobs Created or Retained Please provide the expected categories of Jobs Created and/or Jobs Retained by occupational category using the 2018 Standard Occupational Classification (“SOC”) system and listing the expected annual wages/salaries for the Job’s Created and/or Job’s Retained in each category. If you prefer to provide tables or graphical representations of the proposed categories of Jobs Created and Jobs Retained, please attach pages to this attachment labeled “SBDF-A5.9_[Applicant_Name]”. Insert the number of additional pages attached here: Click or tap here to enter text.

Click or tap here to enter text.

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Attachment A: Business Plan

5.10 Expected Number of Jobs CreatedPlease provide the expected number of Jobs Created as result of the Applicant’s investments by year and in the aggregate below where Year 0 is time of certification. In each row please include the 12-month period row represents (ex. By Year 1 insert “January 1, 2020 – December 31, 2020”). Please label the year of anticipated exit with both the 12-month period and the words “Anticipated Exit”.

Year Number of Jobs Created

Year 0 (Certification) Click or tap here to enter text. Click or tap here to enter text.

Year 1 Click or tap here to enter text. Click or tap here to enter text.

Year 2 Click or tap here to enter text. Click or tap here to enter text.

Year 3 Click or tap here to enter text. Click or tap here to enter text.

Year 4 Click or tap here to enter text. Click or tap here to enter text.

Year 5 Click or tap here to enter text. Click or tap here to enter text.

Year 6 Click or tap here to enter text. Click or tap here to enter text.

Year 7 Click or tap here to enter text. Click or tap here to enter text.

Year 8 Click or tap here to enter text. Click or tap here to enter text.

Year 9 Click or tap here to enter text. Click or tap here to enter text.

Year 10 Click or tap here to enter text. Click or tap here to enter text.

Year 11 Click or tap here to enter text. Click or tap here to enter text.

Year 12 Click or tap here to enter text. Click or tap here to enter text.

Year 13 Click or tap here to enter text. Click or tap here to enter text.

Year 14 Click or tap here to enter text. Click or tap here to enter text.

Aggregate Number of Jobs Created Click or tap here to enter text.

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Attachment A: Business Plan

5.11 Expected Number of Jobs RetainedPlease provide the expected number of Jobs Retained as result of the Applicant’s investments by year from certification to anticipated exit from the program and in the aggregate in the table below. In each row please include the date period the year will cover (ex. By Year 1 insert “January 1, 2020 – December 31, 2020”) Please label the year of anticipated exit with both the period of time it will cover and with the words “Anticipated Exit”

Year Number of Jobs Retained

Year 0 (Certification) Click or tap here to enter text. Click or tap here to enter text.

Year 1 Click or tap here to enter text. Click or tap here to enter text.

Year 2 Click or tap here to enter text. Click or tap here to enter text.

Year 3 Click or tap here to enter text. Click or tap here to enter text.

Year 4 Click or tap here to enter text. Click or tap here to enter text.

Year 5 Click or tap here to enter text. Click or tap here to enter text.

Year 6 Click or tap here to enter text. Click or tap here to enter text.

Year 7 Click or tap here to enter text. Click or tap here to enter text.

Year 8 Click or tap here to enter text. Click or tap here to enter text.

Year 9 Click or tap here to enter text. Click or tap here to enter text.

Year 10 Click or tap here to enter text. Click or tap here to enter text.

Year 11 Click or tap here to enter text. Click or tap here to enter text.

Year 12 Click or tap here to enter text. Click or tap here to enter text.

Year 13 Click or tap here to enter text. Click or tap here to enter text.

Year 14 Click or tap here to enter text. Click or tap here to enter text.

Aggregate Number of Jobs Created Click or tap here to enter text.

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Attachment A: Business Plan

5.12 Supporting DocumentationPlease attach documents responsive to the following items to this section of the business plan. Please label documents “SBDF – A5.12 – [Applicant_Name]”.

☐ Revenue Impact AssessmentAttach a complete Revenue Impact Assessment prepared by a Nationally-Recognized Economic Forecasting Firm as required by the Act, Rules, this Attachment A and Attachment B.

☐ Financial ForecastPlease submit a 10-year financial forecast for the proposed SBDF. On the thumb drive accompanying the paper copies, please include this information as an excel file and a PDF file. The model should include the following elements:

- Input/Assumptions worksheet containing key drivers of the model - Balance sheet and cash flow projections for the Applicant, Affiliates, and Small Business Fund

Investors including, but not limited to, all planned Eligible Distributions, Carried Interest, Management Fees, Fee Allocations, and other compensation.

☐ Due Diligence ChecklistPlease include the standard due diligence checklist you will use for Qualifying Investments.

☐ Term SheetsPlease include one sample term sheet for each type of Qualifying Investments included in this Business Plan.

☐ Underwriting CriteriaPlease include sample underwriting criteria or other guidelines that will be used to analyze each type of Qualifying Investment included in the business plan.

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Attachment A: Business Plan

6. Qualified Investments: Job Creation and/or Job Retention MechanismUse the space below to describe the mechanism to be used by the Applicant for each Qualified Investment to assess whether such Qualified Investment will result in Jobs Created or Jobs Retained that would not otherwise occur but for such investment by the Applicant.

If applicable, please attach guiding documentation the Fund will use when deploying this mechanism labeled “SBDF - A.6 – [Applicant_Name]”. If guiding documentation is attached, please Insert the number of additional pages attached here: Click or tap here to enter text.

Click or tap here to enter text.

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Attachment A: Business Plan

7. Qualified Investments: Positive Economic Impact Use the space below to describe the mechanism to be used for each of Qualified Investment to assess whether each Qualified Investment generates a return in excess of a corresponding tax credit awarded under the Act and these Rules.

If applicable, please attach guiding documentation the Fund will use when deploying this mechanism labeled “SBDF – A.7 – [Applicant_Name]”. If guiding documentation is attached, please Insert the number of additional pages attached here: Click or tap here to enter text.

Click or tap here to enter text.

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Attachment A: Business Plan

8. Marketing and Outreach to Minority Business EnterprisesDiscuss your marketing and outreach programs or strategies targeting Minority Business Enterprises. Compare your proposed deal sourcing strategy targeting Minority Business Enterprises to that used in other or prior deal strategies. In addition, please provide any marketing or outreach programs or strategies that will target women-owned enterprises and veteran-owned enterprises, if any. If applicable, attach a copy of prepared marketing materials labeled “A.8-[Applicant_Name]”. Insert the number of additional pages attached here: Click or tap here to enter text.

Click here to enter text.

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Attachment A: Business Plan

9. Fund Operations and Reporting

9.1 Investment MonitoringDiscuss the process you plan to use to monitor Qualifying Investments. Please include information regarding the process Eligible Businesses will be expected to follow in reporting economic performance to the Fund, internal processes the Fund will follow to ensure reporting requirements to Corporation or State are met, methods to be used to measure the economic impact of Qualifying Investments, and any other information relevant to the Small Business Development’s ongoing operations and monitoring

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9.2 Qualifying Investments: Restructuring or DefaultDiscuss your approach to managing underperforming investments. In the event that a Qualifying Investment goes into default or requires restructuring , what are your planned responses to those events. Include in this response any actions you may take and fees and other charges that will be assessed to the Eligible Business. For failing Qualifying Investments that cannot be satisfactorily resolved, please explain the process and actions associated with making that decision and the process you will follow to communicate the status of those Qualifying Investments to the Corporation. Please provide case studies of past practices used by the Applicant and Affiliates to mitigate poor performing investments.

Click here to enter text.

9.3 Follow-On Investments & ReinvestingDescribe the fund’s policies regarding follow-on investments or reinvestments. Describe your process for evaluating and amending your deployment strategy based on Fund performance in the out-years of Fund operations. Provide the time periods during the lifetime of the Fund that follow-on and reinvesting will occur. Please specify whether the Applicant intends to continue reinvesting capital after the 5 th anniversary of the initial credit allowance date and provide the date or time period at which the Fund intends to discontinue reinvesting capital.

Click here to enter text.

9.4 Regulatory Compliance Describe the processes you will use to monitor your compliance with the SBDF Program Act and Regulations. Please identify the person(s) that will have primary responsibility for regulatory compliance.

Click here to enter text.

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Attachment A: Business Plan

10. Additional Information

InstructionsPlease use the space provided below to provide additional information, if needed, to ensure all information as required by the Application Materials, the Act, and Rules is included in this plan or, if applicable, any additional information which you feel is relevant to your qualifications to operate a Small Business Development Fund. If you are adding to a response included elsewhere in this form, please be sure to cite the section number. This section is optional.

Click or tap here to enter text.

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Attachment A: Business Plan

11. Supporting Documentation

InstructionsPlease submit documents responsive to the items listed below. If the document is not on a Commerce provided form, please label each attachment “SBDF - A.11 – [Document Title] – [Applicant_Name]”. Document titles are the bolded in the list below.

☐ Certification Form AComplete and attach Attachment A: Certification Form A. Copies of this form must be included for the Applicant and each Small Business Fund Investor.

☐ Small Business Fund Investor Information Form BComplete and attach a copy of Attachment A: Form B for each Small Business Fund Investor.

☐ Certificate of Good StandingA Certificate of Good Standing for the Applicant dated within three days of the date of submission of the Application to the Corporation.

☐ Letter of Good StandingA Letter of Good Standing for the Applicant and for each Small Business Fund Investor seeking an allocation of tax credits, which must be dated within three days of the date of submission of this Application.

☐ Applicant’s or Affiliate’s LicenseA copy of the Applicant or an Affiliate’s license as a rural business investment company or as a small business investment company under 7 U.S.C. § 2009cc, or as a small business investment company under 15 U.S.C. § 681.

☐ Applications Submitted for License

Copies of the complete applications that the Applicant or Affiliate submitted to the respective federal agency(ies) in relation to the Applicant or Affiliate’s license as a rural investment company or small business investment company.

☐Criminal Background Checks

These must be included for all senior team members of the Applicant.

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Attachment A: Business Plan

☐ Request for Interview Dates

Please include a list of at least ten date for which you are available for an in-person interview with staff of the Commerce Corporation that are not less than (30) or more than sixty (60) days from the date of the submission of this Application.

☐ Proof of Depository Institution

Proof that as of the date of the submission of this Application, the Applicant has established one or more accounts with a Rhode Island branch of a Depository Institution in which the Equity Investment and/or Debt Investment received by the Applicant will be deposited. Please include proof of the account in this section.

☐ Confirmation of Bond filing

Proof that the Applicant has filed a Bond with the Commerce Corporation issued by a company with an A.M. Best rating of A or better that is in an amount equal to the face amount of the tax credits sought by the Applicant for the purposes of securing the obligations of the Applicant and its Small Business Fund Investors and having a term of ten years, six months. In this attachment, please showcase clear evidence of this.

☐ Fees

The Applicant shall provide proof of payment of the one-time, non-refundable application fee of $5,000 and proof of payment of all other fees as required under the Small Business Development Fund Act and the Rules and Regulations for the Rhode Island Small Business Development Fund.

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Attachment A: Form A

SMALL BUSINESS DEVELOPMENT FUND

Complete this certification form in its entirety using the instructions provided in Attachment A and the Application Materials.

Attachment A: Certification Form AName of Applicant: Click or tap here to enter text.Address: Click or tap here to enter text.

Name of Primary Contact: Click or tap here to enter text.

Telephone: Click or tap here to enter text.

E-mail: Click or tap here to enter text.

Small Business Fund Investor Name, if applicable:

Click or tap here to enter text.

Certifying Entity Applicant ☐

Small Business Development Fund Investor ☐

Date of Application Submission: Click or tap here to enter text.

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Attachment A: Form A

Pursuant to the Rules and Regulations for the Rhode Island Small Business Development Fund, all Applicants and their proposed Small Business Fund Investors must complete the following certification form. Unless separately defined on this form, all initially capitalized terms used herein without definition shall have the meanings ascribed to them pursuant to the Rules and Regulations for the Rhode Island Small Business Development Fund.

The undersigned is an authorized representative of the Certifying Entity named on this form with the authority to bind the Certifying Entity.

On behalf of the Certifying Entity, I certify that the following covenants, representations, and warranties are true and accurate:

A. The Certifying Entity represents, warrants, and agrees that the Certifying Entity shall comply with all applicable federal, State, and local laws, rules, regulations, and ordinances, and all provisions required thereby.

B. The Certifying Entity and its agents shall abide by all ethical requirements that apply to persons who have a business relationship with the State or its agencies. If the Certifying Entity or its agents violate any applicable ethical standards, the Rhode Island Commerce Corporation (“Corporation”) may, in its sole discretion, reduce a tax credit immediately upon notice of such violation to the Certifying Entity.

C. The Certifying Entity represents and warrants that the Certifying Entity is not presently in arrears in payment of its taxes, permit fees, or other statutory, regulatory, or judicially required payments to the Corporation or the State except as otherwise disclosed in connection with its Application to the Corporation. Further, the Certifying Entity agrees that any payments in arrears and currently due to the Corporation or the State may be withheld from any tax credit. Additionally, any tax credit may be withheld, delayed, or denied until the Certifying Entity is current in its payments and has submitted proof of such payment to the Corporation.

D. The Certifying Entity represents and warrants that the Certifying Entity has no pending, current, or threatened litigation with any local, state or federal government authority or agency, other than the litigation disclosed in writing to the Corporation, and is not the subject of any enforcement actions or investigation by any local, state, or federal government authority or agency, and the Certifying Entity agrees that the Certifying Entity shall immediately notify the Corporation of any such litigation, action, or investigation should they arise via written notice addressed to the Corporation. The Certifying Entity further represents and warrants that it has disclosed all litigation required under the Rules and Regulations for the Rhode Island Small Business Development Fund. During the term of any such litigation, action or investigation, the Certifying Entity agrees that the Corporation, the State, or any State agency or department may delay, withhold, or deny any tax credit issued pursuant to the Rules and Regulations for the Rhode Island Small Business Development Fund.

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Attachment A: Form A

E. The Certifying Entity represents and warrants that the Certifying Entity will obtain and maintain any and all required permits, licenses, and approvals, as well as comply with all applicable health, safety, and environmental statutes, rules, and regulations.

F. The Certifying Entity represents and warrants that the Certifying Entity is properly registered and in good standing with the Rhode Island Secretary of State.

G. The Certifying Entity represents and warrants that the Certifying Entity is in good standing with the Rhode Island Division of Taxation.

H. The Certifying entity covenants, represents, and warrants that it shall not apply for any job specific benefit provided by the State, the Corporation, or any other state agency, board, commission, quasi-public corporation, or similar entity without first seeking the express written authorization of the Commerce Corporation.

I. The Certifying Entity represents and warrants that the Certifying Entity and its agents do not and shall not discriminate on the basis of race, color, religion, sex, age, disability, national origin, ancestry, or status as a veteran.

J. If the Certifying Entity is an Applicant, the Applicant represents and warrants that (i) all fundraising has been completed by the Applicant, (ii) the Applicant has irrevocable commitments and/or investments in place equal to its proposed total of Capital Investments, and (iii) the total amount of all Capital Investments disclosed and certified to the Corporation is true and accurate. If the Certifying Entity is a Small Business Fund Investor, the Small Business Fund Investor represents and warrants that it has made an irrevocable commitment or investment in the Applicant in the amount disclosed and certified to the Corporation.

K. The Certifying Entity represents and warrants that neither the Certifying Entity nor any of its investors, officers, directors, members, partners, or managers is a Prohibited Person or has engaged in any transaction or dealing with any Prohibited Person or has engaged in any transaction relating to any property or interest in property blocked pursuant to Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, and relating to Blocking Property and Prohibiting Transaction With Persons Who Commit, Threaten to Commit, or Support Terrorism (“Executive Order”) or has engaged in any transaction that evades or avoids any of the requirements prohibitions set forth in the Executive Order or the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (“PATRIOT Act”).

L. The Certifying Entity represents and warrants that the Certifying Entity any of its investors, officers, directors, members, partners, or managers are in compliance with all applicable orders, rules, and regulations issued by the U.S. Department of the Treasury Office of Foreign Assets Control pursuant to the Emergency Economic Powers Act, 50 U.S.C.

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Attachment A: Form A

§§ 1701 et seq. and the PATRIOT Act.

M. The Certifying Entity represents and warrants that none of its owners or investors is a “Prohibited Foreign Shell Bank” (as defined in the PATRIOT Act), or is named on any available lists of known or suspected terrorists, terrorist organizations, or of other sanctioned persons issued by the United States government.

N. The Certifying Entity represents and warrants that it has disclosed, and shall continue to disclose, to the Corporation any Conflict of Interests as required on the Application.

O. The Certifying Entity represents and warrants that the Certifying Entity has all required licensure to conduct business in the State of Rhode island at the time of the filing of the Application with the Corporation.

P. The Certifying Entity [if an Applicant] represents and warrants that the Applicant or an Affiliate is licensed as a rural investment company under 7 U.S.C. § 2009cc, or as a small business investment company under 15 U.S.C. § 681.

Q. The Certifying Entity [if an Applicant] represents and warrants that the Applicant or Affiliates of the Applicant have invested at least one hundred million dollars ($100,000,000) in Nonpublic Companies.

R. If the Certifying Entity is an Applicant the Applicant represents and warrants that it has established one or more accounts with a Rhode Island branch of a Depository Institution in which the Equity Investment and/or Debt Investment received by the Applicant will be deposited if the Application is approved.

S. The Certifying Entity affirms, acknowledges, and understands that:

(1) If the Qualifying Investments do not result in a Positive Economic Impact as set forth in the Application, the Applicant will be subject to a reduction of tax credits, pursuant to Section 8.14(A)(1) of the Rules and Regulations governing the Small Business Development Fund Act.

(2) The breach of any of the covenants, representations, and warranties stated herein shall result in a reduction of tax credits, pursuant to Section 8.14(A)(2) of the Rules and Regulations governing the Small Business Development Fund Act.

T. The Certifying Entity agrees and acknowledges the method for calculating any reduction of tax credits, pursuant to Section 8.14 of the Rules and Regulations governing the Small Business Development Fund Act, will be calculated as follows:

(1) In the event the Qualifying Investments have not resulted in a Positive Economic

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Attachment A: Form A

Impact as proven by Applicant and accepted by the Board in its discretion, the amount of tax credit reduction will be the percentage difference between the actual Positive Economic Impact generated and the tax credit allocation as certified by the Corporation.

(2) In the event of a breach of the covenants, representations, and warranties, the amount of the tax credit reduction will be up to 100% of the tax credit allocation in the Board’s discretion.

U. The Certifying Entity represents and warrants that all representations and statements made, and all other materials submitted, by the Certifying Entity in connection with the Application are true and accurate in all respects.

Name of Authorized Representative the Certifying Entity:

Click or tap here to enter text.

Title: Click or tap here to enter text.

Signature:

Date Signed:

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Attachment A: Form B

Small Business Development Fund Complete the form on the next page in its entirety using the instructions provided in this Attachment and the Application Materials. Complete one form for each Small Business Fund Investor.

Attachment A: Form B - Small Business Fund Investors

Name of Applicant: Click or tap here to enter text.Address: Click or tap here to enter text.Name of Primary Contact: Click or tap here to enter text.Telephone: Click or tap here to enter text.E-mail: Click or tap here to enter text.Amount of Capital Investment Requested:

Click or tap here to enter text.

Date of Application Submission: Click here to enter a date.

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Attachment A: Form B

Small Business Fund Investor FormPlease fill out a copy of table below for each Small Business Fund Investor.

Insert the number of forms completed in response to this Attachment here: Click or tap here to enter text.

Investor Name Click or tap here to enter text.

Address Click or tap here to enter text.

Type of Investor (i.e. individual, partnership, corporation, institution, trust, etc).

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Principle Contact Click or tap here to enter text.

Address, if different than above:

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Phone Click or tap here to enter text.

Email Click or tap here to enter text.

Amount of Investment Made or Committed:

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Select the Investment Type: Equity ☐ Debt ☐

Describe the Investment, including the repayment structure or collateral. If the response exceeds the space available, please attach additional pages labeled “SBDF – A – Form B – [Applicant_Name]”.

Click or tap here to enter text.

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Attachment B: Certification of Nationally Recognized Firm

Small Business Development Fund Complete this Attachment in its entirety using the instructions provided in this Attachment and the Application Materials.

Attachment B: Request for Certification of a Nationally-Recognized Economic Forecasting Firm

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Attachment B: Certification of Nationally Recognized Firm

Submission Instructions This Attachment outlines the requirements and process to have a firm certified as a Nationally-Recognized Economic Forecasting Firm.

Only Nationally-Recognized Forecasting Firms certified as such can perform the Revenue Impact Assessment as part of an Application to the Program administered by the Corporation. Submission of the technical response elements as outlined in this document is a required component of certifying a Firm.

Attachment B of the Application may be completed in advance of the submission of a full Application. Please read and review the Act, Rules, the Application Materials, and this Attachment fully before preparing and submitting a response. The Cover Form and Certification Form (the last two pages of this attachment) should be included as the first page of the submission.

Scope of ServicesThe scope of the services to be performed by Firms includes the following:

1. Using an industry approved-model such as REMI, IMPLAN or RIMS II, or a dynamic forecasting model approved by the Corporation, prepare a Revenue Impact Assessment projecting state and local tax revenue to be generated by the applicant's proposed Qualifying Investments that analyzes the applicant's business plan over the ten (10) years following the date the application is submitted to the Corporation in compliance with the Rules.

2. As part of the Revenue Impact Assessment, quantify fiscal impacts on state revenue as a whole and each source of state revenue, including but not limited to sales and use, personal income and corporate tax as required by the Program’s Rules.

Qualifications A Nationally-Recognized Economic Forecasting Firm should have extensive and demonstrated expertise and experience in the services outlined in the Scope of Services. Factors include but are not limited to:

Substantial professional experience with providing the services outlined in the scope of services.

Providing and demonstrating samples of work product that are illustrative of the Firm’s capabilities as pertains to the topic area in the scope of services.

Team of qualified and experienced personnel with dedicated resources for working on items outlined in the scope of service.

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Attachment B: Certification of Nationally Recognized Firm

Criteria for Selection Responsive submissions will be evaluated according to the Evaluation Criteria outlined below.A minimum of three designated Corporation staff and/or selected advisors will evaluate the information provided in response to the Technical Response Elements. The Corporation may at any time during the evaluation process seek clarification from Firms regarding any information contained within the submission. Final scores for each respondent will reflect a consensus of the evaluations. A minimum score of 40 is required for a Firm to be certified as a Nationally-Recognized Economic Forecasting Firm.

EVALUATION CRITERIA PointsOVERALL EXPERIENCE OF COMPANY & DEMONSTRATED RESULTS Evaluation of the history of your company, your experience as it relates to the requirements within this RFQ, evidence of past performance, quality and relevance of past work, references, and related items.

20

QUALIFICATIONS OF PERSONNEL Evaluation of the qualifications and experience of your managerial team, staff, subcontractors, and related items.

10

WORK APPROACH & CAPACITYEvaluation of overall proposed approach and strategy, including creative ideas, to items described/outlined in the scope of services; demonstrated firm capacity to perform on-call engagements under deadline (demonstrated prior experience of the firm in meeting timelines will be factored in here).

20

Total 50

Response RequirementsIn order to be considered responsive, submissions must at a minimum contain the following. Each document should be labeled “SBDF - B – [Applicant_Name]”.

Technical Response Elements

1. Description of the proposed work approach to activities outlined in the relevant topic areas under the scope of services.

2. Person who will be the primary point of contact for the Program.

3. Qualifications of the Firm to provide the requested services including capability, capacity, and related experience with similarly complex projects. Please include a brief profile of the firm, stating when it was founded; where its headquarters are located, and any other locations from which the required services might be provided; organizational form and ownership; and principal lines of business.

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Attachment B: Certification of Nationally Recognized Firm

4. Brief descriptions of at least five economic and fiscal impact analyses or economic and tax revenue forecasts completed for U.S. clients during the past five years; and copies of any reports on these analyses that might be available.

5. A brief statement of the firm’s experience in providing dynamic analyses of the impact of specific projects or policy changes on state and local tax revenues, defined here as analyses that take into account both:

a. The direct cost in foregone tax revenues and/or increased outlays associated with these projects or policy changes; and

b. Increases in state and local tax revenues resulting from economic growth that is directly or indirectly attributable to these projects or policy changes.

6. A listing of the staff to be assigned to this engagement and their respective qualifications, past experience on engagements of this scope including resumes, and their role in those past engagements.

7. Identification and brief description of any modeling tools that will be used in analyzing the economic and tax revenue impacts of RISBDF investments. Firms may use an industry approved-model such as REMI, IMPLAN or RIMS II, or a dynamic forecasting model approved by the Corporation as part of this qualification.

8. A listing of the staff to be assigned to this engagement and their respective qualifications, past experience on engagements of this scope including resumes, and their role in those past engagements.

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Attachment B: Certification of Nationally Recognized Firm

Attachment B: Cover Form

Please complete the table below and include this cover sheet and the signed “Attachment B: Applicant Certification” with the Applicant’s Response Elements.

Name of Small Business Development Fund Applicant:

Click or tap here to enter text.

Address: Click or tap here to enter text.Name of Primary Contact: Click or tap here to enter text.Telephone: Click or tap here to enter text.E-mail: Click or tap here to enter text.

Name of Firm Seeking Qualification:

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Address: Click or tap here to enter text.Name of Primary Contact: Click or tap here to enter text.Telephone: Click or tap here to enter text.E-mail: Click or tap here to enter text.

Insert the total number of pages included in Response to this Attachment B here: Click or tap here to enter text.

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Attachment B: Certification of Nationally Recognized Firm

Attachment B. Certification Form

The undersigned are authorized representatives of the Applicant seeking certification as a Small Business Development Fund and the Firm seeking qualification as a Nationally-Recognized Economic Forecasting Firm, each with the authority to bind their respective company for purposes of the Small Business Development Fund Program.

I certify that: All statements made in this Attachment B – Request for Certification of a

Nationally-Recognized Economic Forecasting Firm in its entirety including all attachments, appendices, etc. are true and correct to the best of my knowledge.

The Applicant and Firm are neither a person subject to the Rhode Island Code of Ethics nor a person within the scope of R.I. Gen. Laws § 36-14-5(h).

The Applicant and Firm have not been convicted of bribery or attempting to bribe a public official or employee of the Rhode Island Commerce Corporation or of the State, has not been disqualified from an awarded contract with Rhode Island Commerce Corporation or the State, and has never defaulted on work awarded by the Rhode Island Commerce Corporation or the State.

The Applicant and Firm each agree to comply with the Rules for the Program.

Name of Authorized Representative: Click or tap here to enter text.

Title: Click or tap here to enter text.

Signature:

Date Signed:

Name of Authorized Representative of the Economic Forecasting Firm

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Title: Click or tap here to enter text.

Signature:

Date Signed:

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Attachment C: Investment Documentation

Small Business Development Fund Complete this Attachment in its entirety using the instructions provided in this Attachment and the Application Materials.

Attachment C: Investment DocumentationName of Applicant: Click or tap here to enter text.Address: Click or tap here to enter text.Name of Primary Contact: Click or tap here to enter text.Telephone: Click or tap here to enter text.E-mail: Click or tap here to enter text.Amount of Capital Investment Requested:

Click or tap here to enter text.

Date of Application Submission: Click here to enter a date.

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Attachment C: Investment Documentation

Evidence of Investing at least $100,000,000 in Nonpublic CompaniesPlease attach to the cover page of this attachment information responsive to the following requirements. Each document should be labeled “SBDF – C – [Applicant_Name]”

Insert the number of pages attached in response to this Attachment here: Click or tap here to enter text.

Provide Evidence that the Applicant or Affiliates of the Applicant have invested at least one hundred million dollars ($100,000,000) in Nonpublic Companies, which shall include at minimum, the following:

Item 1. The name, address and federal tax identification number of the Applicant and each Affiliate included in the entities that provided the investments totaling $100,000,000. For each entity provide the period of time the investments were made, the committed capital, and a strategy description the Applicant or Affiliate employed in making the investments.

Item 2. The name, address and telephone number of each manager of a listed Affiliate.

Item 3. A list of each investment made by the Applicant and each listed Affiliate over the past fifteen years including, the date, the amount, the form of investment (loan/equity), the role the Applicant and Affiliate had in making the investment, and to whom the investment was made with an identification of the business name, its principal officers, partners or managers, address and telephone number. If the investment was restructured or went into default, please include this information and the outcome of any restructuring or default actions.

Item 4. A list of the investments listed under Item 3 that total the $100,000,000 minimum investment threshold.

Item 5. For all investments listed in Item 4, the number of Jobs Created, Jobs Retained and the economic impact of the investment.

Item 6. The audited financial statements for the Applicant and for each Affiliate for the past ten years.

Item 7. Document evidencing compliance with the 2020 Global Investment Performance Standards published by the CFA Institute.

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Attachment D: Participation and Compliance in Similar Programs

Small Business Development Fund Complete this Attachment in its entirety for each using the instructions provided in this Attachment and the Application Materials.

Attachment D: Participation and Compliance in Similar Tax Credit Programs

Name of Applicant: Click or tap here to enter text.Address: Click or tap here to enter text.Name of Primary Contact: Click or tap here to enter text.Telephone: Click or tap here to enter text.E-mail: Click or tap here to enter text.Amount of Capital Investment Requested:

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Date of Application Submission: Click or tap here to enter text.

Applicant or Affiliate Covered by this Form, if applicable

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Name of Authorized Representative Completing This form:

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1. Participation in Similar Tax Credit Programs

1.1 Disclosure of Participation in Similar Tax Credit Programs Has the Applicant or any Affiliate Participated in a similar tax credit program, including any state-level investment/investor tax credit program?

YES ☐ NO ☐

1.2 Disclosure of Participation in Similar Tax Credit Programs If applicable, please provide a complete list of every similar tax credit program in which the Applicant or Affiliate completing this form has participated. For each program include the name of the program, the nature of the participation, and the period of participation.

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1.3 Certification of ComplianceIf you participated in a similar tax credit program, please answer the following. If you reply “no” to the questions listed below, please provide an explanation in the space provided.

Check the appropriate box to certify whether during the period of the Applicant or Affiliate’s participation in a similar tax credit program, the Applicant or Affiliate fulfilled all the requirements of the similar program and that the Applicant or Affiliate’s participation in the similar program was not terminated as a result of the Applicant or Affiliate’s failure to comply with any of the program’s requirements.

YES ☐ NO ☐

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2. Signature of Authorized Representative

Name of Authorized Representative the Certifying Entity:

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Title: Click or tap here to enter text.

Signature:

Date Signed:

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3. Supporting DocumentationPlease submit documents responsive to the items listed below. Please label each attachment “SBDF - D – [Applicant_Name]”. Document titles are the bolded in the list below.

☐ Letter of SupportProvide a letter or letters of support from a governmental unit or political subdivision that administered a similar program in which the Applicant or an Affiliate participated.

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