Subscription Agreement

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This Subscription Agreement will offer membership interests in a corporation or other entity. It includes how the documents will be delivered and the payment of initial capital contributions.

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This Subscription Agreement is a contract to offer Membership Interests in a corporation or entity. This agreement sets forth essential information regarding the sale of the equity including: (i) how subscription documents will be delivered; (ii) payment of initial capital contributions; (iii) representations and warranties of both investor and company; and (iv) conditions precedent to closing.

This agreement also contains a Joinder Agreement setting forth that the investor agrees to be subject to the terms and conditions of the company's operating agreement. An Investor Questionnaire is also attached which must be completed before an investor is accepted.

This Subscription Agreement contains the following provisions:
  • Directions: Contains detailed directions on how the subscription agreement and joinder agreement should be completed and to whom they should be returned;
  • Subscription for Interests: Sets forth the entity name and wire transfer instructions where investor's subscription payment should be made;
  • Investor and Company Representations/Warranties: Detailed provisions of representations made by the investor and the company offering the subscription;
  • Closings: Detailed information regarding the initial and final closing dates;
  • Signatures: Investor must sign the agreement and supply personal information. Manager of entity offering subscription must sign as accepting the subscription;
  • Joinder Agreement: Sets forth that investor agrees to be bound by all terms and conditions of company's Operating Agreement. It must be signed by investor and manager of the company;
  • Questionnaire: Verifies information regarding the investor and his/her suitability to be an investor in the company.

Protect your rights and your company by using our attorney-prepared forms.

This attorney-prepared packet contains:
  1. General Information
  2. Instructions and Checklist
  3. Subscription Agreement
State Law Compliance: This form complies with the laws of all states
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Subscription Agreement

 

Confidential
 
 
 
 
 
 
 
 
[ENTITY NAME]
 
 
 
_________________________
 
 
SUBSCRIPTION
BOOKLET
 
_________________________
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
This Subscription Booklet is utilized for the offering of Class A Membership Interests in [ENTITY NAME]. Class A Membership Interests of [ENTITY NAME](i) are available only to persons who qualify as "accredited investors" within the meaning given to such term in Regulation D under the Securities Act of 1933, as amended, and (ii) may not be beneficially owned by more than 100 persons for purposes of Section 3(c)(1) of the Investment Company Act of 1940, as amended.
[ENTITY NAME]
(the "ENTITY")
 
DIRECTIONS FOR THE COMPLETION 
OF THE SUBSCRIPTION DOCUMENTS
 
Prospective investors must complete all of the subscription documents contained in this booklet in the manner described below. For purposes of these subscription documents, the "Investor" is the person for whose account the Class A Membership Interests are being purchased. Another person with investment authority may execute the subscription documents on behalf of the Investor, but should indicate the capacity in which it is doing so and the name of the Investor.
 
1.     Subscription Agreement:
 
(a)     Fill in the amount of the Capital Commitment and Future ENTITY Distribution Instructions
on page 7.
 
(b)     Provide the information requested and date, print the name of the Investor, and sign (and print name, capacity and title, if applicable) on page 7.
 
2.     Joinder Agreement.
 
Each Investor must sign and return the Joinder Agreement attached hereto, pursuant to which the
Investor agrees to be bound by the terms and conditions of the ENTITY's Operating Agreement.
 
3.
 
 
 
3.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4.
 
Investor Questionnaire:
 
Each Investor must complete the Investor Questionnaire attached hereto.
 
Delivery of Subscription Documents:
 
Please return all completed and signed documents to [ENTITY NAME] the following address:
 
[ENTITY NAME]
c/o [MANAGER]
[ADDRESS AND CONTACT INFORMATION]
 
Payment of Initial Capital Contribution:
 
The Investor shall pay the amount of the Investor's initial capital contribution for its subscription by wire transfer of immediately available ENTITYs pursuant to instructions to be provided by the Manager. The Investor will receive a capital call for the remaining amount of his/her/its Capital Commitment from the Manager upon the ENTITY's receipt of subscriptions for the Minimum Offering Amount.
[ENTITY NAME]
 
SUBSCRIPTION AGREEMENT 
 
 
[ENTITY NAME]
c/o [MANAGER]
[ADDRESS AND CONTACT INFORMATION]
 
Ladies and Gentlemen:
 
Reference is made to the Confidential Private Placement Memorandum dated [Entity Date], with respect to the offering of Class A Membership Interests in [ENTITY NAME], a Florida limited liability
company (the "Company" or the "ENTITY"), in the number set forth on the signature page hereto (the
"Membership Interests") (such Confidential Private Placement Memorandum, together with any amendments or supplements thereto delivered to the undersigned, being herein called the "Memorandum"). Capitalized terms used but not defined herein shall have the respective meanings given them in the Memorandum.
 
Subject to the terms and conditions hereof, and in reliance upon the representations and warranties of the respective parties contained in this subscription agreement, dated as of the date set forth on page 7 (this "Agreement"), the undersigned subscribing investor (the "Investor") hereby agrees as
follows:
 
1.     Subscription for the Interests. 
 
( a)     The Investor agrees to subscribe for that number of Membership Interests as set forth on page 7 hereof. The Investor's total capital commitment to the ENTITY (the "Capital Commitment") shall be the amount determined by multiplying the number of Membership Interests so purchased by the purchase price of $1,000,000 per Unit. Fifteen percent (15%) of the Investor's Capital Commitment (the "Subscription Payment") shall be paid by wire transfer of immediately available ENTITYs on the date of this Agreement to the address or account, as the case may be, set forth below:
 
ADDRESS:
 
[ENTITY NAME]
c/o [MANAGER]
[ENTITY CONTACT INFO]
Attention: [MANAGER NAME]
 
WIRE TRANSFER INSTRUCTIONS
 
____________________________
ABA No.: ___________________
Account No.: _________________
 
(b)     The Subscription Payment shall be held by the Company in a non-interest bearing account of the Company. The Subscription Payment shall be released to the Company and applied toward the Investor's Capital Commitment upon the Company's receipt of total Capital Commitments from all investors in the amount of at least [MINIMUM OFFERING] (the "Minimum Offering Amount"). If the Minimum Offering Amount is not received by the Company on or before [DATE], the Subscription Payment shall promptly be returned to the Investor without interest, charge or deduction.
 
( c)     The Investor acknowledges and agrees that the Investor is not entitled to cancel, terminate or revoke this subscription or any agreements of the Investor hereunder, except as otherwise set forth in the Memorandum or under applicable law, and such subscription and agreements and power of attorney set forth in Paragraph 1(d) shall survive (i) changes in the transaction, documents, and instruments described in the Memorandum that in the aggregate are not material or which arecontemplated by the Memorandum, and (ii) the death, disability, bankruptcy, insolvency or dissolution of the Investor.
 
(d)     The Investor hereby irrevocably constitutes and appoints the Manager (and any substitute or successor acting in such capacity) its true and lawful attorney in its name, place and stead, to execute, complete or correct, on behalf of the Investor, all documents to be executed by the Investor pursuant to the subscription documents, including, without limitation, filling in or amending dates; provided, however, the power of attorney does not include amending the subscription documents or filling in or amending amounts to the extent that the amounts have not been agreed to by the Investors. This power of attorney shall be deemed coupled with an interest, shall be irrevocable, and shall survive the issuance of the Investor's Membership Interests.
 
2.     Investor Representations, Warranties and Covenants. 
 
The Investor hereby acknowledges, represents, and warrants to, and covenants and agrees with, the Company as follows:
 
( a)     If the Investor is a corporation, partnership, limited liability company, trust, estate or other entity, it is empowered, authorized and qualified to subscribe hereunder, to commit capital to the Company hereunder and to pay its Capital Commitment to the Company. The person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so. If the Investor is an individual, the Investor is of legal age to execute this Agreement and is legally competent to do so.
 
(b)     The Investor is acquiring the Membership Interests for the Investor's own account as principal for investment and not with a view to the distribution or sale thereof.
 
( c)     The Investor has such knowledge and experience in financial and business matters that the Investor is and will be capable of evaluating the merits and risks of the prospective investment.
 
(d)     The Investor has the ability to bear the economic risk of this investment, has the ability to retain its Membership Interests for the full term of the Company, and at the present time and in the foreseeable future can afford a complete loss of this investment. The Investor's investment in the Membership Interests does not exceed twenty-five percent (25%) of the Investor's net worth.
 
( e)     The Investor understands that the offering and sale of the Membership Interests are intended to be exempt from registration under the Securities Act of 1933, as amended (the "1933 Act") and applicable U.S. state securities laws by virtue of the private placement exemption from registration provided in Regulation D under the 1933 Act and exemptions under applicable U.S. state securities laws, and agrees that any Membership Interests acquired by the Investor may not be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of in any manner that would require the Company to register the Membership Interests under the 1933 Act. The Investor has submitted to the Company a complete and executed Investor Questionnaire. The Investor understands that the Company requires each investor in the Company to be an "Accredited Investor" as defined in Rule 501(a) of Regulation D and the Investor represents and warrants that it is an Accredited Investor.
 
(f)     The Investor understands that the Company has not been registered as an investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), in reliance upon an exclusion from the definition of an investment company or an exemption from registration provided thereunder, and it agrees that any Membership Interests acquired by the Investor may not be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of in any manner that would require the Company to register as an investment company under the 1940 Act if it were not entitled to an exception from the definition of an investment company. The Investor covenants that it will not transfer, pledge, hypothecate or otherwise dispose of its Membership Interests (or any portion thereof) to any person other than in accordance with the limitations and restrictions set forth in the Operating Agreement of the Company dated [ENTITY DATE] (the "Operating Agreement"). 
 
(g)     If the Investor is a corporation, partnership, limited liability Company, trust or other entity, it was not formed or recapitalized for the specific purpose of acquiring Membership Interests.
 
(h)     The Investor agrees to deliver to the Company such other information as to certain matters under the 1933 Act and the 1940 Act as the Company may reasonably request (including, but not limited to, the information requested on the Investor Questionnaire) in order to ensure compliance with such Acts and the availability of any exemption thereunder.
 
(i)     The Investor acknowledges and agrees that, pursuant to the Operating Agreement, the Manager has the power and discretion to make investment decisions on behalf of the Company. The Investor acknowledges that neither the Manager nor any affiliate thereof has rendered or will render any investment advice or securities valuation advice to the Investor, and that the Investor is neither subscribing for nor acquiring any Membership Interests in reliance upon, or with the expectation of, any such advice.
 
(j)     The Investor has reviewed the Memorandum including all exhibits thereto (and specifically the Operating Agreement) and has read and understands the risks of, and other considerations relating to, a purchase of Membership Interests and the Company's investment objectives, policies, and strategies.
 
(k)     The Investor has been given the opportunity to ask questions of, and receive answers from, the Company and the Manager relating to the Company, concerning the terms and conditions of this sale of Membership Interests, risks, conflicts of interest, and any other matters pertaining to this investment, and has had access to such financial and other information concerning the Company as it has considered necessary to make a decision to invest in the Company and has availed itself of this opportunity to the full extent desired. No oral or written information has been provided to the Investor in connection with the Offering of the Membership Interests that is in any way inconsistent with the information contained in the Memorandum.
 
(l)     No representations or warranties have been made to the Investor with respect to this investment or the Company other than the representations of the Company set forth herein, and the Investor has not relied upon any representation or warranty not provided herein in making this subscription.
 
(m)     This Agreement has been duly executed and delivered by the Investor and, upon due authorization, execution and delivery by the Company, will constitute the valid and legally binding agreement of the Investor enforceable in accordance with its terms against the Investor, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other laws of general application relating to or affecting the enforcement of creditors' rights and remedies, as from time to time in effect, (ii) application of equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) with respect to indemnification, considerations of public policy.
 
(n)     On the date hereof, none of the information concerning the Investor nor any statement, representation or warranty made by the Investor in this Agreement or in any document required to be provided under this Agreement (including, without limitation, the information provided and statements set forth in the Investor Questionnaire) contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein or herein not misleading.
 
(o)     The Investor covenants and agrees with and for the benefit of the Company that it will not pledge, hypothecate, grant a security or other interest or claim in, or otherwise encumber in any way, any or all of its rights under this Agreement, as security for an obligation to any person, whether the interest is based on common law, statute or contract (including the security interest lien arising from a mortgage, encumbrance, pledge, conditional sale or trust receipt or a lease, consignment or bailment or security purposes), in each case, without the prior written consent of the Company.
 
3.     Investor Awareness. The Investor acknowledges that:
 
( a)     No governmental authority has passed upon the Membership Interests or made any finding or determination as to the fairness of this investment. The Memorandum has not been filed with the U.S. Securities and Exchange Commission or any securities administrator under any securities or consumer protection laws.
 
(b)     There are substantial risks incident to the purchase of Membership Interests, including, but not limited to, those summarized in the Memorandum.
 
(c)     There are certain restrictions on the transferability of Membership Interests under
the Operating Agreement and under applicable law including, but not limited to, the fact that (i) there is no established market for the Membership Interests and no public market for the Membership Interests will develop; (ii) the Membership Interests will not be, and Investors have no rights to require that the Membership Interests or any transaction therein be, registered under the 1933 Act or any other securities laws of any jurisdiction and therefore cannot be resold, pledged, assigned or otherwise disposed of unless subsequently registered or unless an exemption from such registration is available; and (iii) the Investors may have to hold the Membership Interests herein subscribed for and bear the economic risk of this investment indefinitely and it may not be possible for the Investor to liquidate its investment in the Company. The Investor agrees that all evidences of the Membership Interests will contain a legend reflecting the transfer restrictions.
 
(d)     The Company will not be registered as an investment company under the 1940 Act.
 
4.     Company Representations, Warranties and Covenants. 
 
The Company hereby acknowledges, represents and warrants to, and agrees with, the Investor as follows:
 
( a)     The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Florida, and is duly qualified, licensed or admitted to do business and in good standing in those jurisdictions in which the ownership, use or leasing of its assets and properties, or the conduct or nature of its business, makes such qualification, licensing or admission necessary, except for those jurisdictions in which the failure to be so qualified, licensed or admitted would not have a material adverse effect on the financial or other condition, assets, liabilities, or business of the Company.
 
(b)     The Company has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby.
 
5.     Closings.    The Investor agrees to subscribe for the amount shown on the signature page hereto. Upon the delivery of this Agreement to the Company, the Investor shall pay to the Company fifteen percent (15%) of the Investor's Capital Commitment (the "Initial Closing," and the date of such Initial Closing, the "Initial Closing Date"). A final closing (the "Final Closing," and the date of such Final Closing, the "Final Closing Date") will take place as soon as practicable after subscriptions for the Minimum Offering Amount, have been accepted by the Company, at which time the Company shall provide written notice to the Investor of the date (within 15 days after the date of the notice) upon which the Investor shall be require to pay to the Company the Investor's remaining unpaid Capital Commitment. The Investor agrees to provide any information reasonably requested by the Company in connection with this subscription in order to verify the truth and accuracy of the representations contained herein to the Company including, but not limited to, the statements set forth on the Investor Questionnaire forming a part of this Subscription Booklet. This subscription is irrevocable by the Investor, but may be accepted or rejected by the Company, in its discretion. Promptly after the Final Closing Date, the Company will deliver to the Investor or its representative, any documents and instruments to be delivered pursuant to this Agreement. If at the Final Closing any condition specified in this Paragraph 5 shall not have been satisfied or waived, the Investor shall, at the Investor's election, be relieved of all further obligations under this Agreement.
 
6.     Indemnification. 
 
The Investor recognizes that the offer of the Membership Interests to the Investor was made in reliance upon its representations and warranties set forth in Paragraph 2 above and the acknowledgments and agreements set forth in Paragraph 3 above. The Investor agrees to provide, if requested, any additional information that may reasonably be required to determine the eligibility of the Investor to purchase the Membership Interests. The Investor hereby agrees to indemnify the Company and the Manager and their respective officers, directors, employees, affiliates and agents and to hold each of them harmless from and against any loss, damage or liability due to or arising out of a breach of any representation, warranty or agreement of the Investor contained in this Agreement or in any other document provided by the Investor to the Company in connection with the Investor's investment in the Membership Interests. To the maximum extent permitted by applicable law, the Investor hereby agrees to indemnify the Company and the Manager and their respective officers, directors, employees, affiliates and agents, and to hold them harmless against all liabilities, costs or expenses (including reasonable attorneys' fees) arising as a result of the sale or distribution of the Membership Interests by the Investor in violation of the 1933 Act or other applicable law or any misrepresentation or breach by the Investor with respect to the matters set forth herein. In addition, the Investor agrees to indemnify the Company and the Manager and their respective officers, directors, employees, affiliates and agents and to hold them harmless from and against, any and all loss, damage, liability or expense, including costs and reasonable attorneys' fees, to which they may be put or which they may incur or sustain by reason of or in connection with any misrepresentation made by the Investor with respect to the matters about which representations and warranties are required by the terms of this Agreement, or any breach of any such warranties or any failure to fulfill any covenants or agreements set forth herein. Notwithstanding any provision of this Agreement, the Investor does not waive any rights granted to it under applicable securities laws.
 
7.     Acceptance or Rejection.    (a) At any time prior to the Final Closing Date, the Company shall have the right to accept or reject this subscription for any reason whatsoever. If this subscription is not accepted by the Company on the Final Closing Date, this subscription shall be deemed to be rejected.
 
(b)     If this subscription is accepted, the Company shall notify the Investor of such acceptance. The Company will execute a copy of this Agreement and return a copy to the undersigned.
 
( c)     In the event of rejection of this subscription, the Company shall return to the Investor the copies of this Agreement and any other documents submitted herewith, and this Agreement shall have no further force or effect thereafter.
 
8.     Modification.    Neither this Agreement nor any provisions hereof shall be modified, changed, discharged, or terminated except by an instrument in writing signed by the party against whom any waiver, change, discharge, or termination is sought.
 
9.     Notices.     All notices, consents, requests, demands, offers, reports, and other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be considered properly given and received when personally delivered to the party entitled thereto, or when sent by email, facsimile or by overnight courier, or seven (7) business days after being sent by certified United States mail, return receipt requested, in a sealed envelope, with postage prepaid, addressed, if to the Company, to [ENTITY NAME], c/o [MANAGER], [MANAGER ADDRESS], and, if to the Investor, to the address set forth in the Investor Questionnaire; provided, that any notice sent by facsimile shall be promptly followed by a copy of such notice sent by mail or overnight courier in the manner described herein. The Company or the Investor may change its address by giving notice to the other in the manner described herein.
 
10.     Counterparts.    This Agreement may be executed in multiple counterpart copies, each of which shall be considered an original and all of which constitute one and the same instrument binding on all the parties, notwithstanding that all parties are not signatories to the same counterpart.
 
11.     Successors.    Except as otherwise provided herein, this Agreement and all of the terms and provisions hereof shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, trustees and legal representatives. If the Investor is more than one person, the obligation of the Investor shall be joint and several and the agreements, representations, warranties, and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and such person's heirs, executors, administrators, successors, trustees and legal representatives.
 
12.     Assignability.    This Agreement (and any and all rights or obligations hereunder) is not transferable or assignable by the Investor without the Company's prior written consent. Any purported assignment of this Agreement (and any and all rights or obligations hereunder) without the Company's prior written consent shall be null and void. The foregoing prohibition on transfers and assignments shall apply to this Agreement and all Investors rights and obligations hereunder, but shall not prohibit the transfer or assignment of Membership Interests that have been previously issued and remain outstanding. A transfer of such outstanding Membership Interests shall be governed by the limitations set forth in the Operating Agreement. The Company may assign its rights under this Agreement as collateral security for a loan.
 
13.     Entire Agreement.    This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes any prior agreement or understanding among them with respect to such subject matter.
 
14.     Applicable Law.     This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.
 
15.     Jurisdiction; Venue.     (a) Any action or proceeding relating in any way to this
Agreement may be brought and enforced exclusively in the courts of the State of Florida or (to the extent subject matter jurisdiction exists therefor) of the United States for the District of Florida, and the parties irrevocably submit to the jurisdiction of such courts in respect of any such action or proceeding.
 
(b)     The parties irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such action or proceeding in the courts of the State of Florida or of the United States for the District of Florida, and any claim that any such action or proceeding brought in any such court has been brought in any inconvenient forum.
 
16.     Survival.    The representations, warranties and covenants of this Agreement shall survive the acceptance of this Agreement and the issuance of the Membership Interests to the Investor.
 
[REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK.]
 
 
 
 
 
 
 
 
IN WITNESS WHEREOF, the undersigned Investor has executed this Subscription Agreement.
 
________________________________________________________________________________________
Subscriber Name (Please print)
 
________________________________________________________________________________________
Residence or Office Address
 
________________________________________________________________________________________
City, State, Zip Code
 
Fill in Mailing Address only if different from Residence or Office Address:
 
________________________________________________________________________________________
Mailing Address
 
________________________________________________________________________________________
City, State, Zip Code
 
Business Telephone:    _____________________________
 
Mobile Telephone:    _____________________________
 
Facsimile:        _____________________________
 
E-mail address:        _____________________________
 
Please indicate preferred mode of receipt of notices and information relating to the Company: ? facsimile or ?e-
mail .
 
Please indicate the number of Membership Interests and Capital Commitment to the Company. ______________ / $_______________
                                    Membership Interests          Capital                                                            Commitment
Future ENTITY Distribution Instructions: Please wire any future distributions or returns of capital to:
 
                Bank Name:    ______________________________________
                ABA #:        ______________________________________
 
                A / c #:        ______________________________________
                
                Account for:    ______________________________________
 
                Re: [ENTITY NAME] Distribution
 
Date of execution by Investor:    ________________________________________
 
Social Security or Taxpayer I.D. No:    ________________________________________
 
State in which Subscription Agreement Signed:    _________________________________
                    
Date: _____________________        By: ____________________________________
Signature of Investor or Authorized
 Representative (if not an individual)
 
________________________________________
(print name, capacity, and title above, if applicable)
 
ACCEPTANCE OF SUBSCRIPTION 
(to be signed only by Manager)
 
The Manager hereby accepts the above subscription for Class A Membership Interests and the Capital Commitment on behalf of the Company:
 
 
[MANAGER]
as Manager of [ENTITY NAME]
 
 
By: ____________________________
 
Date: __________________________
 
Name: [Manager] 
Title: President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
JOINDER AGREEMENT
 
THIS JOINDER AGREEMENT (this "Agreement") is made effective this _____ day of ________, 20__, by and among _____________________ (the "Investor") and [ENTITY NAME], a Florida limited liability company (the "Company").
 
WHEREAS, the Company was organized on [Entity Date] and is governed by that certain Operating Agreement dated [Entity Date] (the "Operating Agreement"), which sets forth the terms and conditions of the relationship among the Members of the Company (all terms not otherwise defined in this Agreement shall have the meanings ascribed in the Operating Agreement);
 
WHEREAS, the Investor has purchased certain Class A Membership Interests of membership interests (the "Membership Interests") from the Company in the amount set forth on Schedule A of the Original Operating Agreement pursuant to a Subscription Agreement by and between the Company and the Investor; and
 
WHEREAS, the parties hereto intend that the Investor shall be subject to and bound by all of the terms and conditions of the Operating Agreement.
 
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter provided, the parties agree as follows:
 
1.     Agreement to be Bound.        The Investor agrees to be subject to the terms and conditions of the Operating Agreement, as if he were a "Class A Member" and an "Interest Holder" thereunder. The Membership Interests purchased by the Investor, of any and all classes, shall be subject to all of the terms and provisions of the Operating Agreement, including terms relating to the voting rights, transfer, purchase, and sale of such Membership Interests of such class or classes.
 
2.     Consent of Managers.    By executing this Agreement, the Manager consents to the admission of the Investor as a Class A Member of the Company.
 
3.     Effect of Agreement.    This Agreement and the Operating Agreement contain the entire understanding of the parties with respect to the subject matter hereof, and supersede all prior oral or written communications, agreements or understandings between the parties with respect to the subject matter hereof.
This Agreement is intended to modify the provisions of the Operating Agreement; in the event that there is a conflict between the terms of this Agreement and the Operating Agreement, the parties intend that the provisions of this Agreement should govern their respective rights and obligations.
 
4.     Counterparts.    This Agreement may be executed simultaneously in two or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which together will be deemed to constitute one and the same agreement. This Agreement may be executed by facsimile.
 
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.
 
Investor:
 
 
 
__________________________
 
Name: ____________________
 
[Entity]
 
By: [MANAGER],
as Manager
 
By: __________________________
[Manager], Manager
INVESTOR QUESTIONNAIRE
 
Please complete Parts I and II of this Questionnaire
 
I.     Verification of Status as "Accredited Investor" under Regulation D
 
The Investor represents and warrants that he/she/it is an "accredited investor" within the meaning of Regulation D under the Securities Act and has initialed the applicable statements below pursuant to
which the Investor so qualifies. An Investor's investments in the Membership Interests cannot exceed ten percent (10%) of the Investor's net worth.
 
PLEASE INITIAL APPLICABLE STATEMENTS BELOW 
 
1. ___ The Investor has total assets in excess of $5,000,000, AND was not formed for the specific
purpose of acquiring the securities offered, AND is any of the following:

 a corporation;

 a partnership;

 a Massachusetts or similar business trust; OR

 an organization described in Section 501(c)(3) of the Internal Revenue Code.
 
2. ___ The Investor is any of the following:

 a bank, or any savings and loan association or other institution acting in its individual or
fiduciary capacity;

 a broker or dealer;

 an insurance company;

 an investment company or a business development company under the Investment Company
Act of 1940, as amended;

 a private business development company under the Investment Advisers Act of 1940;

 a Small Business Investment Company licensed by the U.S. Small Business Administration;
OR

 an employee benefit plan whose investment decision is being made by a plan fiduciary, which
is either a bank, savings and loan association, insurance company or registered investment adviser, or an employee benefit plan whose total assets are in excess of $5,000,000 or a self-
directed employee benefit plan whose investment decisions are made solely by persons that
are accredited investors.
 
3. ___ The Investor is a trust, not formed for the specific purpose of acquiring the securities offered,
with total assets in excess of $5,000,000 and whose purchase is directed by a sophisticated person.
 
4. ___ The Investor is an entity as to which all the equity owners (or, in the case of a trust, all the income
beneficiaries) are accredited investors.
 
5. ___ You are a natural person (individual) whose own net worth, taken together with the net worth of
your spouse, exceeds $1,000,000. Net worth for this purpose means total assets (including residence, personal property and other assets) in excess of total liabilities.
 
6. ___ You are a natural person (individual) who had an individual income in excess of $200,000 in each
of the two previous years, or joint income with your spouse in excess of $300,000 in each of those years, and who reasonably expects to reach the same income level in the current year.
 
7. ___ You have such knowledge and experience in financial and business matters that you are capable of
evaluating the merits and risks of investing in the Membership Interests.
Disclosure of Foreign Citizenship 
 
1.___ You are a citizen, or are organized under the laws, of a country other than the United States.
 
2.___ If the answer to the preceding question is true, specify the country of which you are a citizen:
_______________________________________________
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
II.     Supplemental Data
Please furnish the following supplemental data:
 
1.     Legal form of entity (corporation, partnership, trust, etc.): ___________________________
Jurisdiction of organization: ___________________________
 
2.     Is the Investor either a tax-exempt foundation or endowment or a pension, profit-sharing, annuity or employee benefit plan which is both involuntary and non-contributory?
 
____ Yes     ____ No
 
3.
 
 
4.
 
If other than December 31, the fiscal year-end of the Investor is ____________.
(Month/Day)
 
Are shareholders, partners or other holders of equity or beneficial interests in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor's investment in the ENTITY (i.e., can shareholders in the Investor determine whether their capital will form part of the capital invested by the Investor in the ENTITY)?
 
____ Yes     ____ No
 
5.     Is the Investor a private investment company which is not registered under the 1940 Act in reliance on Section 3(c)(1) thereof?
 
____ Yes     ____ No
 
If the question above was answered "Yes," does the amount of the Investor's subscription for Membership Interests in the Company exceed 40% of the total assets (on a consolidated basis with its subsidiaries) of the Investor?
 
____ Yes     ____ No
 
If both questions above are answered "Yes," please contact the Manager for additional information that will be required.
 
6.     To the best of the Investor's knowledge, does the Investor control, or is the Investor controlled by or under common control with, any other investor in the Company?
 
____ Yes     ____ No
 
Will any other person or persons have a beneficial interest in the Membership Interests to be acquired hereunder (other than as a shareholder, partner or other beneficial owner of equity interests in the Investor)?
 
____ Yes     ____ No
 
If either question above was answered "Yes," please contact the Manager for additional information that will be required.
 
 
 
7.     Is the Investor an organization described in Section 401(a) of the code?
 
____ Yes     ____No
 
 
8.     Does any person or entity hold a direct or indirect equity interest in the Investor of 10% or more, as measured by value?
 
____ Yes     ____ No
 
 
If "Yes", identify such persons or entities, and indicate their approximate percentage interest in the Investor.
III. Prior Investment Experience and Goals
 
 My business or investment experience is such that I can analyze a prospective investment and determine whether it is suitable for me.
 
 I normally consult with an investment advisor before making an investment decision.
 
 I have experience as an investor in:
 
     Stocks which are listed on a national securities exchange
 
     Mutual ENTITYs which hold a portfolio primarily consisting of stocks
 
     Taxable bonds or other debt instruments
 
     Tax exempt bonds
 
     Partnerships, limited liability companies, corporations which invest in real estate or real estate investment trusts  (REITs)
 
     Other types of investments not mentioned in any of the previous categories (describe)
    _________________________________________
 
 
Overall Investment Objectives (Rank from 1 through 4 in order of priority; 1 being the highest):
______ Growth ______ Current Income ______ Tax Deferral ______ Liquidity
 
 
Risk Tolerance (Check One):
 
 Aggressive     Moderate     Conservative
 
Do Investment Objectives Allow Speculation?
 
 No         Yes
 
Primary Source of Income:
 
 Investment     Compensation
 
 
Please indicate your Real Estate Objectives (Rank from 1 through 4 in order of priority; 1 being the highest):
 
______ Growth ______ Current Income ______ Tax Deferral ______ Liquidity
 
 
Please estimate the percent of real estate in your investment portfolio (excluding personal residence): _________ %
 
 
 
___________________________________________________
Signature                        Date
 
Number of Pages21
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#43631
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Subscription Agreement

 

Confidential
 
 
 
 
 
 
 
 
[ENTITY NAME]
 
 
 
_________________________
 
 
SUBSCRIPTION
BOOKLET
 
_________________________
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
This Subscription Booklet is utilized for the offering of Class A Membership Interests in [ENTITY NAME]. Class A Membership Interests of [ENTITY NAME](i) are available only to persons who qualify as "accredited investors" within the meaning given to such term in Regulation D under the Securities Act of 1933, as amended, and (ii) may not be beneficially owned by more than 100 persons for purposes of Section 3(c)(1) of the Investment Company Act of 1940, as amended.
[ENTITY NAME]
(the "ENTITY")
 
DIRECTIONS FOR THE COMPLETION 
OF THE SUBSCRIPTION DOCUMENTS
 
Prospective investors must complete all of the subscription documents contained in this booklet in the manner described below. For purposes of these subscription documents, the "Investor" is the person for whose account the Class A Membership Interests are being purchased. Another person with investment authority may execute the subscription documents on behalf of the Investor, but should indicate the capacity in which it is doing so and the name of the Investor.
 
1.     Subscription Agreement:
 
(a)     Fill in the amount of the Capital Commitment and Future ENTITY Distribution Instructions
on page 7.
 
(b)     Provide the information requested and date, print the name of the Investor, and sign (and print name, capacity and title, if applicable) on page 7.
 
2.     Joinder Agreement.
 
Each Investor must sign and return the Joinder Agreement attached hereto, pursuant to which the
Investor agrees to be bound by the terms and conditions of the ENTITY's Operating Agreement.
 
3.
 
 
 
3.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4.
 
Investor Questionnaire:
 
Each Investor must complete the Investor Questionnaire attached hereto.
 
Delivery of Subscription Documents:
 
Please return all completed and signed documents to [ENTITY NAME] the following address:
 
[ENTITY NAME]
c/o [MANAGER]
[ADDRESS AND CONTACT INFORMATION]
 
Payment of Initial Capital Contribution:
 
The Investor shall pay the amount of the Investor's initial capital contribution for its subscription by wire transfer of immediately available ENTITYs pursuant to instructions to be provided by the Manager. The Investor will receive a capital call for the remaining amount of his/her/its Capital Commitment from the Manager upon the ENTITY's receipt of subscriptions for the Minimum Offering Amount.
[ENTITY NAME]
 
SUBSCRIPTION AGREEMENT 
 
 
[ENTITY NAME]
c/o [MANAGER]
[ADDRESS AND CONTACT INFORMATION]
 
Ladies and Gentlemen:
 
Reference is made to the Confidential Private Placement Memorandum dated [Entity Date], with respect to the offering of Class A Membership Interests in [ENTITY NAME], a Florida limited liability
company (the "Company" or the "ENTITY"), in the number set forth on the signature page hereto (the
"Membership Interests") (such Confidential Private Placement Memorandum, together with any amendments or supplements thereto delivered to the undersigned, being herein called the "Memorandum"). Capitalized terms used but not defined herein shall have the respective meanings given them in the Memorandum.
 
Subject to the terms and conditions hereof, and in reliance upon the representations and warranties of the respective parties contained in this subscription agreement, dated as of the date set forth on page 7 (this "Agreement"), the undersigned subscribing investor (the "Investor") hereby agrees as
follows:
 
1.     Subscription for the Interests. 
 
( a)     The Investor agrees to subscribe for that number of Membership Interests as set forth on page 7 hereof. The Investor's total capital commitment to the ENTITY (the "Capital Commitment") shall be the amount determined by multiplying the number of Membership Interests so purchased by the purchase price of $1,000,000 per Unit. Fifteen percent (15%) of the Investor's Capital Commitment (the "Subscription Payment") shall be paid by wire transfer of immediately available ENTITYs on the date of this Agreement to the address or account, as the case may be, set forth below:
 
ADDRESS:
 
[ENTITY NAME]
c/o [MANAGER]
[ENTITY CONTACT INFO]
Attention: [MANAGER NAME]
 
WIRE TRANSFER INSTRUCTIONS
 
____________________________
ABA No.: ___________________
Account No.: _________________
 
(b)     The Subscription Payment shall be held by the Company in a non-interest bearing account of the Company. The Subscription Payment shall be released to the Company and applied toward the Investor's Capital Commitment upon the Company's receipt of total Capital Commitments from all investors in the amount of at least [MINIMUM OFFERING] (the "Minimum Offering Amount"). If the Minimum Offering Amount is not received by the Company on or before [DATE], the Subscription Payment shall promptly be returned to the Investor without interest, charge or deduction.
 
( c)     The Investor acknowledges and agrees that the Investor is not entitled to cancel, terminate or revoke this subscription or any agreements of the Investor hereunder, except as otherwise set forth in the Memorandum or under applicable law, and such subscription and agreements and power of attorney set forth in Paragraph 1(d) shall survive (i) changes in the transaction, documents, and instruments described in the Memorandum that in the aggregate are not material or which arecontemplated by the Memorandum, and (ii) the death, disability, bankruptcy, insolvency or dissolution of the Investor.
 
(d)     The Investor hereby irrevocably constitutes and appoints the Manager (and any substitute or successor acting in such capacity) its true and lawful attorney in its name, place and stead, to execute, complete or correct, on behalf of the Investor, all documents to be executed by the Investor pursuant to the subscription documents, including, without limitation, filling in or amending dates; provided, however, the power of attorney does not include amending the subscription documents or filling in or amending amounts to the extent that the amounts have not been agreed to by the Investors. This power of attorney shall be deemed coupled with an interest, shall be irrevocable, and shall survive the issuance of the Investor's Membership Interests.
 
2.     Investor Representations, Warranties and Covenants. 
 
The Investor hereby acknowledges, represents, and warrants to, and covenants and agrees with, the Company as follows:
 
( a)     If the Investor is a corporation, partnership, limited liability company, trust, estate or other entity, it is empowered, authorized and qualified to subscribe hereunder, to commit capital to the Company hereunder and to pay its Capital Commitment to the Company. The person signing this Agreement on behalf of such entity has been duly authorized by such entity to do so. If the Investor is an individual, the Investor is of legal age to execute this Agreement and is legally competent to do so.
 
(b)     The Investor is acquiring the Membership Interests for the Investor's own account as principal for investment and not with a view to the distribution or sale thereof.
 
( c)     The Investor has such knowledge and experience in financial and business matters that the Investor is and will be capable of evaluating the merits and risks of the prospective investment.
 
(d)     The Investor has the ability to bear the economic risk of this investment, has the ability to retain its Membership Interests for the full term of the Company, and at the present time and in the foreseeable future can afford a complete loss of this investment. The Investor's investment in the Membership Interests does not exceed twenty-five percent (25%) of the Investor's net worth.
 
( e)     The Investor understands that the offering and sale of the Membership Interests are intended to be exempt from registration under the Securities Act of 1933, as amended (the "1933 Act") and applicable U.S. state securities laws by virtue of the private placement exemption from registration provided in Regulation D under the 1933 Act and exemptions under applicable U.S. state securities laws, and agrees that any Membership Interests acquired by the Investor may not be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of in any manner that would require the Company to register the Membership Interests under the 1933 Act. The Investor has submitted to the Company a complete and executed Investor Questionnaire. The Investor understands that the Company requires each investor in the Company to be an "Accredited Investor" as defined in Rule 501(a) of Regulation D and the Investor represents and warrants that it is an Accredited Investor.
 
(f)     The Investor understands that the Company has not been registered as an investment company under the Investment Company Act of 1940, as amended (the "1940 Act"), in reliance upon an exclusion from the definition of an investment company or an exemption from registration provided thereunder, and it agrees that any Membership Interests acquired by the Investor may not be sold, offered for sale, transferred, pledged, hypothecated or otherwise disposed of in any manner that would require the Company to register as an investment company under the 1940 Act if it were not entitled to an exception from the definition of an investment company. The Investor covenants that it will not transfer, pledge, hypothecate or otherwise dispose of its Membership Interests (or any portion thereof) to any person other than in accordance with the limitations and restrictions set forth in the Operating Agreement of the Company dated [ENTITY DATE] (the "Operating Agreement"). 
 
(g)     If the Investor is a corporation, partnership, limited liability Company, trust or other entity, it was not formed or recapitalized for the specific purpose of acquiring Membership Interests.
 
(h)     The Investor agrees to deliver to the Company such other information as to certain matters under the 1933 Act and the 1940 Act as the Company may reasonably request (including, but not limited to, the information requested on the Investor Questionnaire) in order to ensure compliance with such Acts and the availability of any exemption thereunder.
 
(i)     The Investor acknowledges and agrees that, pursuant to the Operating Agreement, the Manager has the power and discretion to make investment decisions on behalf of the Company. The Investor acknowledges that neither the Manager nor any affiliate thereof has rendered or will render any investment advice or securities valuation advice to the Investor, and that the Investor is neither subscribing for nor acquiring any Membership Interests in reliance upon, or with the expectation of, any such advice.
 
(j)     The Investor has reviewed the Memorandum including all exhibits thereto (and specifically the Operating Agreement) and has read and understands the risks of, and other considerations relating to, a purchase of Membership Interests and the Company's investment objectives, policies, and strategies.
 
(k)     The Investor has been given the opportunity to ask questions of, and receive answers from, the Company and the Manager relating to the Company, concerning the terms and conditions of this sale of Membership Interests, risks, conflicts of interest, and any other matters pertaining to this investment, and has had access to such financial and other information concerning the Company as it has considered necessary to make a decision to invest in the Company and has availed itself of this opportunity to the full extent desired. No oral or written information has been provided to the Investor in connection with the Offering of the Membership Interests that is in any way inconsistent with the information contained in the Memorandum.
 
(l)     No representations or warranties have been made to the Investor with respect to this investment or the Company other than the representations of the Company set forth herein, and the Investor has not relied upon any representation or warranty not provided herein in making this subscription.
 
(m)     This Agreement has been duly executed and delivered by the Investor and, upon due authorization, execution and delivery by the Company, will constitute the valid and legally binding agreement of the Investor enforceable in accordance with its terms against the Investor, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other laws of general application relating to or affecting the enforcement of creditors' rights and remedies, as from time to time in effect, (ii) application of equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) with respect to indemnification, considerations of public policy.
 
(n)     On the date hereof, none of the information concerning the Investor nor any statement, representation or warranty made by the Investor in this Agreement or in any document required to be provided under this Agreement (including, without limitation, the information provided and statements set forth in the Investor Questionnaire) contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein or herein not misleading.
 
(o)     The Investor covenants and agrees with and for the benefit of the Company that it will not pledge, hypothecate, grant a security or other interest or claim in, or otherwise encumber in any way, any or all of its rights under this Agreement, as security for an obligation to any person, whether the interest is based on common law, statute or contract (including the security interest lien arising from a mortgage, encumbrance, pledge, conditional sale or trust receipt or a lease, consignment or bailment or security purposes), in each case, without the prior written consent of the Company.
 
3.     Investor Awareness. The Investor acknowledges that:
 
( a)     No governmental authority has passed upon the Membership Interests or made any finding or determination as to the fairness of this investment. The Memorandum has not been filed with the U.S. Securities and Exchange Commission or any securities administrator under any securities or consumer protection laws.
 
(b)     There are substantial risks incident to the purchase of Membership Interests, including, but not limited to, those summarized in the Memorandum.
 
(c)     There are certain restrictions on the transferability of Membership Interests under
the Operating Agreement and under applicable law including, but not limited to, the fact that (i) there is no established market for the Membership Interests and no public market for the Membership Interests will develop; (ii) the Membership Interests will not be, and Investors have no rights to require that the Membership Interests or any transaction therein be, registered under the 1933 Act or any other securities laws of any jurisdiction and therefore cannot be resold, pledged, assigned or otherwise disposed of unless subsequently registered or unless an exemption from such registration is available; and (iii) the Investors may have to hold the Membership Interests herein subscribed for and bear the economic risk of this investment indefinitely and it may not be possible for the Investor to liquidate its investment in the Company. The Investor agrees that all evidences of the Membership Interests will contain a legend reflecting the transfer restrictions.
 
(d)     The Company will not be registered as an investment company under the 1940 Act.
 
4.     Company Representations, Warranties and Covenants. 
 
The Company hereby acknowledges, represents and warrants to, and agrees with, the Investor as follows:
 
( a)     The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Florida, and is duly qualified, licensed or admitted to do business and in good standing in those jurisdictions in which the ownership, use or leasing of its assets and properties, or the conduct or nature of its business, makes such qualification, licensing or admission necessary, except for those jurisdictions in which the failure to be so qualified, licensed or admitted would not have a material adverse effect on the financial or other condition, assets, liabilities, or business of the Company.
 
(b)     The Company has the requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby.
 
5.     Closings.    The Investor agrees to subscribe for the amount shown on the signature page hereto. Upon the delivery of this Agreement to the Company, the Investor shall pay to the Company fifteen percent (15%) of the Investor's Capital Commitment (the "Initial Closing," and the date of such Initial Closing, the "Initial Closing Date"). A final closing (the "Final Closing," and the date of such Final Closing, the "Final Closing Date") will take place as soon as practicable after subscriptions for the Minimum Offering Amount, have been accepted by the Company, at which time the Company shall provide written notice to the Investor of the date (within 15 days after the date of the notice) upon which the Investor shall be require to pay to the Company the Investor's remaining unpaid Capital Commitment. The Investor agrees to provide any information reasonably requested by the Company in connection with this subscription in order to verify the truth and accuracy of the representations contained herein to the Company including, but not limited to, the statements set forth on the Investor Questionnaire forming a part of this Subscription Booklet. This subscription is irrevocable by the Investor, but may be accepted or rejected by the Company, in its discretion. Promptly after the Final Closing Date, the Company will deliver to the Investor or its representative, any documents and instruments to be delivered pursuant to this Agreement. If at the Final Closing any condition specified in this Paragraph 5 shall not have been satisfied or waived, the Investor shall, at the Investor's election, be relieved of all further obligations under this Agreement.
 
6.     Indemnification. 
 
The Investor recognizes that the offer of the Membership Interests to the Investor was made in reliance upon its representations and warranties set forth in Paragraph 2 above and the acknowledgments and agreements set forth in Paragraph 3 above. The Investor agrees to provide, if requested, any additional information that may reasonably be required to determine the eligibility of the Investor to purchase the Membership Interests. The Investor hereby agrees to indemnify the Company and the Manager and their respective officers, directors, employees, affiliates and agents and to hold each of them harmless from and against any loss, damage or liability due to or arising out of a breach of any representation, warranty or agreement of the Investor contained in this Agreement or in any other document provided by the Investor to the Company in connection with the Investor's investment in the Membership Interests. To the maximum extent permitted by applicable law, the Investor hereby agrees to indemnify the Company and the Manager and their respective officers, directors, employees, affiliates and agents, and to hold them harmless against all liabilities, costs or expenses (including reasonable attorneys' fees) arising as a result of the sale or distribution of the Membership Interests by the Investor in violation of the 1933 Act or other applicable law or any misrepresentation or breach by the Investor with respect to the matters set forth herein. In addition, the Investor agrees to indemnify the Company and the Manager and their respective officers, directors, employees, affiliates and agents and to hold them harmless from and against, any and all loss, damage, liability or expense, including costs and reasonable attorneys' fees, to which they may be put or which they may incur or sustain by reason of or in connection with any misrepresentation made by the Investor with respect to the matters about which representations and warranties are required by the terms of this Agreement, or any breach of any such warranties or any failure to fulfill any covenants or agreements set forth herein. Notwithstanding any provision of this Agreement, the Investor does not waive any rights granted to it under applicable securities laws.
 
7.     Acceptance or Rejection.    (a) At any time prior to the Final Closing Date, the Company shall have the right to accept or reject this subscription for any reason whatsoever. If this subscription is not accepted by the Company on the Final Closing Date, this subscription shall be deemed to be rejected.
 
(b)     If this subscription is accepted, the Company shall notify the Investor of such acceptance. The Company will execute a copy of this Agreement and return a copy to the undersigned.
 
( c)     In the event of rejection of this subscription, the Company shall return to the Investor the copies of this Agreement and any other documents submitted herewith, and this Agreement shall have no further force or effect thereafter.
 
8.     Modification.    Neither this Agreement nor any provisions hereof shall be modified, changed, discharged, or terminated except by an instrument in writing signed by the party against whom any waiver, change, discharge, or termination is sought.
 
9.     Notices.     All notices, consents, requests, demands, offers, reports, and other communications required or permitted to be given pursuant to this Agreement shall be in writing and shall be considered properly given and received when personally delivered to the party entitled thereto, or when sent by email, facsimile or by overnight courier, or seven (7) business days after being sent by certified United States mail, return receipt requested, in a sealed envelope, with postage prepaid, addressed, if to the Company, to [ENTITY NAME], c/o [MANAGER], [MANAGER ADDRESS], and, if to the Investor, to the address set forth in the Investor Questionnaire; provided, that any notice sent by facsimile shall be promptly followed by a copy of such notice sent by mail or overnight courier in the manner described herein. The Company or the Investor may change its address by giving notice to the other in the manner described herein.
 
10.     Counterparts.    This Agreement may be executed in multiple counterpart copies, each of which shall be considered an original and all of which constitute one and the same instrument binding on all the parties, notwithstanding that all parties are not signatories to the same counterpart.
 
11.     Successors.    Except as otherwise provided herein, this Agreement and all of the terms and provisions hereof shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors, trustees and legal representatives. If the Investor is more than one person, the obligation of the Investor shall be joint and several and the agreements, representations, warranties, and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and such person's heirs, executors, administrators, successors, trustees and legal representatives.
 
12.     Assignability.    This Agreement (and any and all rights or obligations hereunder) is not transferable or assignable by the Investor without the Company's prior written consent. Any purported assignment of this Agreement (and any and all rights or obligations hereunder) without the Company's prior written consent shall be null and void. The foregoing prohibition on transfers and assignments shall apply to this Agreement and all Investors rights and obligations hereunder, but shall not prohibit the transfer or assignment of Membership Interests that have been previously issued and remain outstanding. A transfer of such outstanding Membership Interests shall be governed by the limitations set forth in the Operating Agreement. The Company may assign its rights under this Agreement as collateral security for a loan.
 
13.     Entire Agreement.    This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes any prior agreement or understanding among them with respect to such subject matter.
 
14.     Applicable Law.     This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.
 
15.     Jurisdiction; Venue.     (a) Any action or proceeding relating in any way to this
Agreement may be brought and enforced exclusively in the courts of the State of Florida or (to the extent subject matter jurisdiction exists therefor) of the United States for the District of Florida, and the parties irrevocably submit to the jurisdiction of such courts in respect of any such action or proceeding.
 
(b)     The parties irrevocably waive, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any such action or proceeding in the courts of the State of Florida or of the United States for the District of Florida, and any claim that any such action or proceeding brought in any such court has been brought in any inconvenient forum.
 
16.     Survival.    The representations, warranties and covenants of this Agreement shall survive the acceptance of this Agreement and the issuance of the Membership Interests to the Investor.
 
[REMAINDER OF THIS PAGE HAS BEEN LEFT INTENTIONALLY BLANK.]
 
 
 
 
 
 
 
 
IN WITNESS WHEREOF, the undersigned Investor has executed this Subscription Agreement.
 
________________________________________________________________________________________
Subscriber Name (Please print)
 
________________________________________________________________________________________
Residence or Office Address
 
________________________________________________________________________________________
City, State, Zip Code
 
Fill in Mailing Address only if different from Residence or Office Address:
 
________________________________________________________________________________________
Mailing Address
 
________________________________________________________________________________________
City, State, Zip Code
 
Business Telephone:    _____________________________
 
Mobile Telephone:    _____________________________
 
Facsimile:        _____________________________
 
E-mail address:        _____________________________
 
Please indicate preferred mode of receipt of notices and information relating to the Company: ? facsimile or ?e-
mail .
 
Please indicate the number of Membership Interests and Capital Commitment to the Company. ______________ / $_______________
                                    Membership Interests          Capital                                                            Commitment
Future ENTITY Distribution Instructions: Please wire any future distributions or returns of capital to:
 
                Bank Name:    ______________________________________
                ABA #:        ______________________________________
 
                A / c #:        ______________________________________
                
                Account for:    ______________________________________
 
                Re: [ENTITY NAME] Distribution
 
Date of execution by Investor:    ________________________________________
 
Social Security or Taxpayer I.D. No:    ________________________________________
 
State in which Subscription Agreement Signed:    _________________________________
                    
Date: _____________________        By: ____________________________________
Signature of Investor or Authorized
 Representative (if not an individual)
 
________________________________________
(print name, capacity, and title above, if applicable)
 
ACCEPTANCE OF SUBSCRIPTION 
(to be signed only by Manager)
 
The Manager hereby accepts the above subscription for Class A Membership Interests and the Capital Commitment on behalf of the Company:
 
 
[MANAGER]
as Manager of [ENTITY NAME]
 
 
By: ____________________________
 
Date: __________________________
 
Name: [Manager] 
Title: President
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
JOINDER AGREEMENT
 
THIS JOINDER AGREEMENT (this "Agreement") is made effective this _____ day of ________, 20__, by and among _____________________ (the "Investor") and [ENTITY NAME], a Florida limited liability company (the "Company").
 
WHEREAS, the Company was organized on [Entity Date] and is governed by that certain Operating Agreement dated [Entity Date] (the "Operating Agreement"), which sets forth the terms and conditions of the relationship among the Members of the Company (all terms not otherwise defined in this Agreement shall have the meanings ascribed in the Operating Agreement);
 
WHEREAS, the Investor has purchased certain Class A Membership Interests of membership interests (the "Membership Interests") from the Company in the amount set forth on Schedule A of the Original Operating Agreement pursuant to a Subscription Agreement by and between the Company and the Investor; and
 
WHEREAS, the parties hereto intend that the Investor shall be subject to and bound by all of the terms and conditions of the Operating Agreement.
 
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements hereinafter provided, the parties agree as follows:
 
1.     Agreement to be Bound.        The Investor agrees to be subject to the terms and conditions of the Operating Agreement, as if he were a "Class A Member" and an "Interest Holder" thereunder. The Membership Interests purchased by the Investor, of any and all classes, shall be subject to all of the terms and provisions of the Operating Agreement, including terms relating to the voting rights, transfer, purchase, and sale of such Membership Interests of such class or classes.
 
2.     Consent of Managers.    By executing this Agreement, the Manager consents to the admission of the Investor as a Class A Member of the Company.
 
3.     Effect of Agreement.    This Agreement and the Operating Agreement contain the entire understanding of the parties with respect to the subject matter hereof, and supersede all prior oral or written communications, agreements or understandings between the parties with respect to the subject matter hereof.
This Agreement is intended to modify the provisions of the Operating Agreement; in the event that there is a conflict between the terms of this Agreement and the Operating Agreement, the parties intend that the provisions of this Agreement should govern their respective rights and obligations.
 
4.     Counterparts.    This Agreement may be executed simultaneously in two or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which together will be deemed to constitute one and the same agreement. This Agreement may be executed by facsimile.
 
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.
 
Investor:
 
 
 
__________________________
 
Name: ____________________
 
[Entity]
 
By: [MANAGER],
as Manager
 
By: __________________________
[Manager], Manager
INVESTOR QUESTIONNAIRE
 
Please complete Parts I and II of this Questionnaire
 
I.     Verification of Status as "Accredited Investor" under Regulation D
 
The Investor represents and warrants that he/she/it is an "accredited investor" within the meaning of Regulation D under the Securities Act and has initialed the applicable statements below pursuant to
which the Investor so qualifies. An Investor's investments in the Membership Interests cannot exceed ten percent (10%) of the Investor's net worth.
 
PLEASE INITIAL APPLICABLE STATEMENTS BELOW 
 
1. ___ The Investor has total assets in excess of $5,000,000, AND was not formed for the specific
purpose of acquiring the securities offered, AND is any of the following:

 a corporation;

 a partnership;

 a Massachusetts or similar business trust; OR

 an organization described in Section 501(c)(3) of the Internal Revenue Code.
 
2. ___ The Investor is any of the following:

 a bank, or any savings and loan association or other institution acting in its individual or
fiduciary capacity;

 a broker or dealer;

 an insurance company;

 an investment company or a business development company under the Investment Company
Act of 1940, as amended;

 a private business development company under the Investment Advisers Act of 1940;

 a Small Business Investment Company licensed by the U.S. Small Business Administration;
OR

 an employee benefit plan whose investment decision is being made by a plan fiduciary, which
is either a bank, savings and loan association, insurance company or registered investment adviser, or an employee benefit plan whose total assets are in excess of $5,000,000 or a self-
directed employee benefit plan whose investment decisions are made solely by persons that
are accredited investors.
 
3. ___ The Investor is a trust, not formed for the specific purpose of acquiring the securities offered,
with total assets in excess of $5,000,000 and whose purchase is directed by a sophisticated person.
 
4. ___ The Investor is an entity as to which all the equity owners (or, in the case of a trust, all the income
beneficiaries) are accredited investors.
 
5. ___ You are a natural person (individual) whose own net worth, taken together with the net worth of
your spouse, exceeds $1,000,000. Net worth for this purpose means total assets (including residence, personal property and other assets) in excess of total liabilities.
 
6. ___ You are a natural person (individual) who had an individual income in excess of $200,000 in each
of the two previous years, or joint income with your spouse in excess of $300,000 in each of those years, and who reasonably expects to reach the same income level in the current year.
 
7. ___ You have such knowledge and experience in financial and business matters that you are capable of
evaluating the merits and risks of investing in the Membership Interests.
Disclosure of Foreign Citizenship 
 
1.___ You are a citizen, or are organized under the laws, of a country other than the United States.
 
2.___ If the answer to the preceding question is true, specify the country of which you are a citizen:
_______________________________________________
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
II.     Supplemental Data
Please furnish the following supplemental data:
 
1.     Legal form of entity (corporation, partnership, trust, etc.): ___________________________
Jurisdiction of organization: ___________________________
 
2.     Is the Investor either a tax-exempt foundation or endowment or a pension, profit-sharing, annuity or employee benefit plan which is both involuntary and non-contributory?
 
____ Yes     ____ No
 
3.
 
 
4.
 
If other than December 31, the fiscal year-end of the Investor is ____________.
(Month/Day)
 
Are shareholders, partners or other holders of equity or beneficial interests in the Investor able to decide individually whether to participate, or the extent of their participation, in the Investor's investment in the ENTITY (i.e., can shareholders in the Investor determine whether their capital will form part of the capital invested by the Investor in the ENTITY)?
 
____ Yes     ____ No
 
5.     Is the Investor a private investment company which is not registered under the 1940 Act in reliance on Section 3(c)(1) thereof?
 
____ Yes     ____ No
 
If the question above was answered "Yes," does the amount of the Investor's subscription for Membership Interests in the Company exceed 40% of the total assets (on a consolidated basis with its subsidiaries) of the Investor?
 
____ Yes     ____ No
 
If both questions above are answered "Yes," please contact the Manager for additional information that will be required.
 
6.     To the best of the Investor's knowledge, does the Investor control, or is the Investor controlled by or under common control with, any other investor in the Company?
 
____ Yes     ____ No
 
Will any other person or persons have a beneficial interest in the Membership Interests to be acquired hereunder (other than as a shareholder, partner or other beneficial owner of equity interests in the Investor)?
 
____ Yes     ____ No
 
If either question above was answered "Yes," please contact the Manager for additional information that will be required.
 
 
 
7.     Is the Investor an organization described in Section 401(a) of the code?
 
____ Yes     ____No
 
 
8.     Does any person or entity hold a direct or indirect equity interest in the Investor of 10% or more, as measured by value?
 
____ Yes     ____ No
 
 
If "Yes", identify such persons or entities, and indicate their approximate percentage interest in the Investor.
III. Prior Investment Experience and Goals
 
 My business or investment experience is such that I can analyze a prospective investment and determine whether it is suitable for me.
 
 I normally consult with an investment advisor before making an investment decision.
 
 I have experience as an investor in:
 
     Stocks which are listed on a national securities exchange
 
     Mutual ENTITYs which hold a portfolio primarily consisting of stocks
 
     Taxable bonds or other debt instruments
 
     Tax exempt bonds
 
     Partnerships, limited liability companies, corporations which invest in real estate or real estate investment trusts  (REITs)
 
     Other types of investments not mentioned in any of the previous categories (describe)
    _________________________________________
 
 
Overall Investment Objectives (Rank from 1 through 4 in order of priority; 1 being the highest):
______ Growth ______ Current Income ______ Tax Deferral ______ Liquidity
 
 
Risk Tolerance (Check One):
 
 Aggressive     Moderate     Conservative
 
Do Investment Objectives Allow Speculation?
 
 No         Yes
 
Primary Source of Income:
 
 Investment     Compensation
 
 
Please indicate your Real Estate Objectives (Rank from 1 through 4 in order of priority; 1 being the highest):
 
______ Growth ______ Current Income ______ Tax Deferral ______ Liquidity
 
 
Please estimate the percent of real estate in your investment portfolio (excluding personal residence): _________ %
 
 
 
___________________________________________________
Signature                        Date
 

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