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.

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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