Subscription to Limited Partner Units

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This Subscription to Limited Partner Units contains two versions of this document and is for use when an individual purchases units in a limited partnership.

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This Subscription to Limited Partner Units is used when an individual purchases units in a limited partnership. This form contains two versions:

Version A is in a less formal letter format and includes the name of the limited partnership, amount of units subscribed to, payment for those units and subscriber's net worth. It also sets out that subscriber is familiar with the offering circular and has obtained independent financial advice before offering to invest in the units.

Version B is in a more formal agreement format and includes the subscriber's net worth and that he or she has consulted with a tax adviser with respect to tax liabilities. It also sets forth that investor is aware of the inherent investment risks and agrees to be bound by the terms of this subscription agreement.

This Subscription to Limited Partner Units includes the following:
  • Parties: Sets forth that the party tenders this subscription to purchase units of a limited partnership;
  • Net Worth: Sets forth the subscriber's net worth and that he/she is aware of the risks involved in making this investment;
  • Terms and Conditions: Company has the right to accept or reject subscription and sets forth an appointment of substitution;
  • Assignment: Subscriber will not assign or transfer this subscription to another and will not cancel or revoke the subscription;
  • Signatures: Version A is signed by the subscriber and Version B is signed by the subscriber in the presence of a notary public.

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

This attorney-prepared packet contains:
  1. General Information
  2. Instructions and Checklist
  3. Subscription to Limited Partner Units
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 to Limited Partner Units

 

 
 
 
Version A
 
To:
[limited partnership]
 
[Address of limited partnership]
 
 
 
 
The undersigned tenders this subscription, together with payment of $____ per unit, for ____ unit(s) in [company] (the “company”), a limited partnership organized under the Uniform Limited Partnership Act of the State of _______, being offered by the offering circular dated [date] (the offering circular”), at a purchase price of $_____ for each unit. It is understood that the amount payable for each unit tendered is to be deposited in escrow with the [bank], [location of bank], for the benefit of the undersigned and will be returned promptly in the event that all ____ units offered by the offering circular are not subscribed and paid for by [date].
 
The undersigned represents and warrants that [he/she] is a resident of the State of ________, and either (i) has a net worth (excluding, for this purpose, the value of the undersigned's home and household effects) of at least $______, or (ii) has a net worth of at least $_____, and estimates that [he/she] will be in a ___% or more income tax bracket, on the basis of total federal, state, and municipal income taxes for [year]. Furthermore, the undersigned represents and warrants that [he/she] has either (i) had experience in business enterprises or investments entailing risks of a type, or to a degree substantially similar to those entailed in an investment in the company, or (ii) has obtained independent financial advice with respect to [his/her] investment in the units. The undersigned acknowledges receipt of a copy of the offering circular, and represents and warrants that [he/she] is familiar with the offering circular, and is aware of the risks involved in making an investment in the units.
 
The undersigned understands and agrees that this subscription is made subject to the following terms and conditions:
 
(a) The company shall have the right to accept or reject this subscription, in whole or in part.
 
(b) The agreement of limited partnership to be issued and delivered on account of this subscription will only be issued in the name of, and delivered to, the undersigned. The undersigned also represents that the units subscribed for are not being purchased for subdivision or fractionalization, and are solely for the account of the undersigned.
 
The undersigned constitutes and appoints [corporation], with power of substitution, [his/her] attorney-in-fact for the purpose of executing and delivering on behalf of the undersigned the agreement of limited partnership between the undersigned and the other persons and parties who (together with the undersigned) shall constitute the partners of the company, and for the further purpose of executing and filing, on behalf of the undersigned, any and all certificates of limited partnership required in order that the undersigned may obtain the benefits provided under the Uniform Limited Partnership Act of the State of _________.
 
 
Dated: ___________
 
___________________
[subscriber]
[address of subscriber]
[subscribers social Security number]
 
Domicile (if different from residence): [address].
 
 
Version B
 
Subscription to Limited Partner Units
 
The undersigned tenders this subscription and applies for the purchase of the number of limited partnership interests (the “interests”) shown on page ___ but not less than ___ interests, or $___, and of [partnership], a [state] limited partnership (the “partnership”), at a price of $____ per interest, and encloses full payment of the purchase price for such interests. Payment shall be made by certified or bank cashier's check payable to the order of [payee]. You agree to deposit this payment in escrow with [escrow holder], for the benefit of the undersigned. You agree that the money will be returned promptly to the undersigned, without interest, unless at least ___ interests offered by the prospectus (“prospectus”) of the partnership dated __________ have been subscribed, and the payments for made by __________ or if the partnership has not received by _________  a ruling from the Internal Revenue Service to the effect that the partnership will be treated as a partnership, and not as a corporation for federal income tax purposes. The undersigned acknowledges receipt of a copy of the prospectus, as well as the agreement of limited partnership (“agreement”) of the partnership attached to the prospectus as Exhibit ___.
 
The undersigned agrees that if the limited partnership signature page is executed by the general partner of the partnership (“general partner”), and if this subscription is accepted by the general partner on behalf of the partnership, and by [dealer manager], the dealer manager of the offering of the interests (“dealer manager”) on or before _______, [he/she] shall (i) become a limited partner of the partnership, (ii) contribute in cash to the capital of the partnership the money enclosed ($______ per interest) as payment of the purchase price of the interests for which this subscription is accepted, and (iii) otherwise be bound by the terms of the agreement.
The undersigned represents and warrants to you as follows:
 
(1) [He/She] has a net worth (exclusive of home, furnishings, and automobiles) of at least $_________, or is purchasing in a fiduciary capacity for a person or entity having net worth, and an annual income of at least $_____, or is purchasing in a fiduciary capacity for a person or entity having that net worth and annual income. [He/She] also has adequate means of providing for current needs and personal contingencies, and has no need for liquidity in this investment.
 
(2) [He/She] has read and is familiar with the prospectus and the agreement.
 
(3) [He/She] has consulted with [his/her] tax advisor with respect to the federal and state or local income tax consequences of [his/her] participation as a limited partner of the partnership.
 
(4) [He/She] understands that the partnership will make an offering to the limited partners in [year] of additional interests at $_________ per interest (the [year] interests”) in an aggregate number equal to two-thirds of the number of interests purchased by all limited partners in [year]. [He/She] as a limited partner will have the first option to purchase the [year] interests in a number equal to two-thirds of the number of interests purchased by him or her in [year]. If [he/she] elects not to purchase that number of [year] interests on which [he/she] holds first option, [he/she] will pay to dealer manager a penalty in [year] of $______ for each unpurchased [year] interest. The general partner is authorized to pay the first cash distributions allocable to dealer manager in satisfaction of this penalty. Losses generated by the partnership's operations in [year] will be allocated only to holders of the [year] interest.
 
(5) The undersigned acknowledges and is aware of the following:
 
(a) This subscription may be rejected in whole or in part by the general partner, on behalf of the partnership, or by dealer manager in their sole and absolute discretion.
 
(b) The “risk factors” set forth in the prospectus.
 
(c) No federal or state agency has made any finding or determination as to the fairness for public investment, nor any recommendation or endorsement of the interests.
 
(d) There are restrictions on the transferability of interest, there will be no public market for interests and, accordingly, it may not be possible to readily liquidate the investment in the partnership.
 
The undersigned agrees not to transfer or assign this subscription or any interest. The undersigned agrees that if this subscription is accepted, the assignment and transferability of the interests subscribed for by the undersigned will be governed by the agreement and all applicable laws.
 
The undersigned constitutes and appoints the general partner, with full power of substitution and re-substitution, [his/her] true lawful attorney, to sign, execute, certify, acknowledge, file, and record any certificates, instruments, and documents which may be required of the partnership, or of the limited partners of the partnership under the laws of the State of ________, or the laws of any state, or by any governmental agency, or which the general partner deems necessary or advisable to file, record or deliver.
 
The undersigned acknowledges and agrees that [he/she] is not entitled to cancel, terminate, or revoke this subscription, any agreements of the undersigned or the power of attorney granted, and that the subscription, agreements, and power of attorney shall survive the death or disability of the undersigned, or any assignment by the undersigned of an interest. However, if the general partner and the dealer manager have not accepted this subscription on or before [due date], by depositing in the United States mail, postage prepaid, a written notice of acceptance in the form of two (2) signed copies of the limited partnership signature page addressed to the undersigned at the address set forth below, this subscription, all agreements of the undersigned, and the power of attorney granted shall automatically be cancelled, terminated and revoked.
 
The undersigned agrees to be bound by all of the representations of the general partner as attorney-in-fact, and waives any and all defenses which may be available to contest, negate, or disaffirm the actions of the general partner or its successors under this power of attorney, and ratifies and confirms all acts which the attorney-in-fact may take as attorney-in-fact in all respects, as though performed by the undersigned.
 
In witness the undersigned has executed this subscription this ___ day of [month] [year].
Number of interests (6 interests minimum): ______
Payment tendered herewith ($1,000 times number of interests): $______.
As of this date I am the beneficial owner of the number of shares of capital stock of $_____ (i.e., dealer manager) set forth below:
Common stock: $_______.
 
___________________
[subscriber]
[subscribers address]
[[subscribers taxpayer identification number] /[subscribers social security number]]
___________________
[soliciting dealer]
 
State of __________
 
 
 
 
ss.
County of ________
 
 
On [date], before me, the undersigned, a notary public, personally appeared [executor], known to me to be the person(s) whose name(s) [is/are] subscribed to the within instrument and acknowledged that he executed the same.
 
___________________
[Notary information]
 
 
 
 
 
 
 
 
Number of Pages9
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#43688
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 to Limited Partner Units

 

 
 
 
Version A
 
To:
[limited partnership]
 
[Address of limited partnership]
 
 
 
 
The undersigned tenders this subscription, together with payment of $____ per unit, for ____ unit(s) in [company] (the “company”), a limited partnership organized under the Uniform Limited Partnership Act of the State of _______, being offered by the offering circular dated [date] (the offering circular”), at a purchase price of $_____ for each unit. It is understood that the amount payable for each unit tendered is to be deposited in escrow with the [bank], [location of bank], for the benefit of the undersigned and will be returned promptly in the event that all ____ units offered by the offering circular are not subscribed and paid for by [date].
 
The undersigned represents and warrants that [he/she] is a resident of the State of ________, and either (i) has a net worth (excluding, for this purpose, the value of the undersigned's home and household effects) of at least $______, or (ii) has a net worth of at least $_____, and estimates that [he/she] will be in a ___% or more income tax bracket, on the basis of total federal, state, and municipal income taxes for [year]. Furthermore, the undersigned represents and warrants that [he/she] has either (i) had experience in business enterprises or investments entailing risks of a type, or to a degree substantially similar to those entailed in an investment in the company, or (ii) has obtained independent financial advice with respect to [his/her] investment in the units. The undersigned acknowledges receipt of a copy of the offering circular, and represents and warrants that [he/she] is familiar with the offering circular, and is aware of the risks involved in making an investment in the units.
 
The undersigned understands and agrees that this subscription is made subject to the following terms and conditions:
 
(a) The company shall have the right to accept or reject this subscription, in whole or in part.
 
(b) The agreement of limited partnership to be issued and delivered on account of this subscription will only be issued in the name of, and delivered to, the undersigned. The undersigned also represents that the units subscribed for are not being purchased for subdivision or fractionalization, and are solely for the account of the undersigned.
 
The undersigned constitutes and appoints [corporation], with power of substitution, [his/her] attorney-in-fact for the purpose of executing and delivering on behalf of the undersigned the agreement of limited partnership between the undersigned and the other persons and parties who (together with the undersigned) shall constitute the partners of the company, and for the further purpose of executing and filing, on behalf of the undersigned, any and all certificates of limited partnership required in order that the undersigned may obtain the benefits provided under the Uniform Limited Partnership Act of the State of _________.
 
 
Dated: ___________
 
___________________
[subscriber]
[address of subscriber]
[subscribers social Security number]
 
Domicile (if different from residence): [address].
 
 
Version B
 
Subscription to Limited Partner Units
 
The undersigned tenders this subscription and applies for the purchase of the number of limited partnership interests (the “interests”) shown on page ___ but not less than ___ interests, or $___, and of [partnership], a [state] limited partnership (the “partnership”), at a price of $____ per interest, and encloses full payment of the purchase price for such interests. Payment shall be made by certified or bank cashier's check payable to the order of [payee]. You agree to deposit this payment in escrow with [escrow holder], for the benefit of the undersigned. You agree that the money will be returned promptly to the undersigned, without interest, unless at least ___ interests offered by the prospectus (“prospectus”) of the partnership dated __________ have been subscribed, and the payments for made by __________ or if the partnership has not received by _________  a ruling from the Internal Revenue Service to the effect that the partnership will be treated as a partnership, and not as a corporation for federal income tax purposes. The undersigned acknowledges receipt of a copy of the prospectus, as well as the agreement of limited partnership (“agreement”) of the partnership attached to the prospectus as Exhibit ___.
 
The undersigned agrees that if the limited partnership signature page is executed by the general partner of the partnership (“general partner”), and if this subscription is accepted by the general partner on behalf of the partnership, and by [dealer manager], the dealer manager of the offering of the interests (“dealer manager”) on or before _______, [he/she] shall (i) become a limited partner of the partnership, (ii) contribute in cash to the capital of the partnership the money enclosed ($______ per interest) as payment of the purchase price of the interests for which this subscription is accepted, and (iii) otherwise be bound by the terms of the agreement.
The undersigned represents and warrants to you as follows:
 
(1) [He/She] has a net worth (exclusive of home, furnishings, and automobiles) of at least $_________, or is purchasing in a fiduciary capacity for a person or entity having net worth, and an annual income of at least $_____, or is purchasing in a fiduciary capacity for a person or entity having that net worth and annual income. [He/She] also has adequate means of providing for current needs and personal contingencies, and has no need for liquidity in this investment.
 
(2) [He/She] has read and is familiar with the prospectus and the agreement.
 
(3) [He/She] has consulted with [his/her] tax advisor with respect to the federal and state or local income tax consequences of [his/her] participation as a limited partner of the partnership.
 
(4) [He/She] understands that the partnership will make an offering to the limited partners in [year] of additional interests at $_________ per interest (the [year] interests”) in an aggregate number equal to two-thirds of the number of interests purchased by all limited partners in [year]. [He/She] as a limited partner will have the first option to purchase the [year] interests in a number equal to two-thirds of the number of interests purchased by him or her in [year]. If [he/she] elects not to purchase that number of [year] interests on which [he/she] holds first option, [he/she] will pay to dealer manager a penalty in [year] of $______ for each unpurchased [year] interest. The general partner is authorized to pay the first cash distributions allocable to dealer manager in satisfaction of this penalty. Losses generated by the partnership's operations in [year] will be allocated only to holders of the [year] interest.
 
(5) The undersigned acknowledges and is aware of the following:
 
(a) This subscription may be rejected in whole or in part by the general partner, on behalf of the partnership, or by dealer manager in their sole and absolute discretion.
 
(b) The “risk factors” set forth in the prospectus.
 
(c) No federal or state agency has made any finding or determination as to the fairness for public investment, nor any recommendation or endorsement of the interests.
 
(d) There are restrictions on the transferability of interest, there will be no public market for interests and, accordingly, it may not be possible to readily liquidate the investment in the partnership.
 
The undersigned agrees not to transfer or assign this subscription or any interest. The undersigned agrees that if this subscription is accepted, the assignment and transferability of the interests subscribed for by the undersigned will be governed by the agreement and all applicable laws.
 
The undersigned constitutes and appoints the general partner, with full power of substitution and re-substitution, [his/her] true lawful attorney, to sign, execute, certify, acknowledge, file, and record any certificates, instruments, and documents which may be required of the partnership, or of the limited partners of the partnership under the laws of the State of ________, or the laws of any state, or by any governmental agency, or which the general partner deems necessary or advisable to file, record or deliver.
 
The undersigned acknowledges and agrees that [he/she] is not entitled to cancel, terminate, or revoke this subscription, any agreements of the undersigned or the power of attorney granted, and that the subscription, agreements, and power of attorney shall survive the death or disability of the undersigned, or any assignment by the undersigned of an interest. However, if the general partner and the dealer manager have not accepted this subscription on or before [due date], by depositing in the United States mail, postage prepaid, a written notice of acceptance in the form of two (2) signed copies of the limited partnership signature page addressed to the undersigned at the address set forth below, this subscription, all agreements of the undersigned, and the power of attorney granted shall automatically be cancelled, terminated and revoked.
 
The undersigned agrees to be bound by all of the representations of the general partner as attorney-in-fact, and waives any and all defenses which may be available to contest, negate, or disaffirm the actions of the general partner or its successors under this power of attorney, and ratifies and confirms all acts which the attorney-in-fact may take as attorney-in-fact in all respects, as though performed by the undersigned.
 
In witness the undersigned has executed this subscription this ___ day of [month] [year].
Number of interests (6 interests minimum): ______
Payment tendered herewith ($1,000 times number of interests): $______.
As of this date I am the beneficial owner of the number of shares of capital stock of $_____ (i.e., dealer manager) set forth below:
Common stock: $_______.
 
___________________
[subscriber]
[subscribers address]
[[subscribers taxpayer identification number] /[subscribers social security number]]
___________________
[soliciting dealer]
 
State of __________
 
 
 
 
ss.
County of ________
 
 
On [date], before me, the undersigned, a notary public, personally appeared [executor], known to me to be the person(s) whose name(s) [is/are] subscribed to the within instrument and acknowledged that he executed the same.
 
___________________
[Notary information]
 
 
 
 
 
 
 
 

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