Sample Subscription Agreement

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This sample has been provided in conjunction with Meyerdirk Consulting. MeyerdirkConsulting.com

Subscription Agreement

[Issuer Name], LP
STATEMENT REGARDING SECURITIES

THIS AGREEMENT DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS NOT AUTHORIZED OR MAY NOT LAWFULLY BE MADE.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED HEREBY OR THE TERMS OF THE OFFERING. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED HEREUNDER ARE EXEMPT FROM REPRESENTATION. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE, AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, PURSUANT TO REGISTRATION OR EXEMPTION THEREUNDER. ANY REPRESENTATION TO THE CONTRARY OF THE FOREGOING IS A CRIMINAL OFFENSE.

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER ANY STATE SECURITIES LAWS AND ARE OFFERED PURSUANT TO CERTAIN EXEMPTIONS THEREUNDER. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY STATE SECURITIES AGENCY AND NO REGULATORY BODY HAS PASSED UPON OR ENDORSED THESE SECURITIES. THESE SECURITIES MAY NOT BE TRANSFERRED EXCEPT IN TRANSACTIONS WHICH ARE EXEMPT UNDER APPLICABLE SECURITIES LAWS OR PURSUANT TO EFFECTIVE REGISTRATIONS THEREUNDER. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. INVESTMENT IN THE [CLASS ??] LIMTED PARTNER UNITS INVOLVES A SIGNIFICANT DEGREE OF RISK AND SHOULD BE UNDERTAKEN ONLY BY PERSONS WHOSE FINANCIAL RESOURCES ARE SUFFICIENT TO ENABLE THEM TO ASSUME SUCH RISK.

INVESTMENT IN SMALL BUSINESS INVOLVES A HIGH DEGREE OF RISK, AND INVESTORS SHOULD NOT INVEST ANY FUNDS IN THIS OFFERING UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT.

THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVESTMENT IN THE SECURITIES INVOLVES A HIGH DEGREE OF RISK. INVESTORS MUST BE PREPARED TO BEAR THE ECONOMIC RISK OF THE INVESTMENT FOR AN INDEFINITE PERIOD AND BE ABLE TO WITHSTAND A TOTAL LOSS OF THEIR INVESTMENT.

THIS DISCLOSURE DOCUMENT CONTAINS ALL OF THE REPRESENTATIONS BY THE COMPANY CONCERNING THIS OFFERING. NO PERSON SHALL MAKE DIFFERENT OR BROADER STATEMENTS THAN THOSE STATEMENTS CONTAINED HEREIN. INVESTORS ARE CAUTIONED NOT TO RELY UPON ANY INFORMATION NOT EXPRESSLY SET FORTH IN THIS DOCUMENT.

THE SECURITIES ARE BEING OFFERED ONLY TO PERSONS WHO HAVE SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS TO BE ABLE TO MAKE AN INFORMED DECISION REGARDING AN INVESTMENT IN THE SECURITIES. POTENTIAL INVESTORS MUST REPRESENT THAT THEY ARE CAPABLE OF EVALUATING THE MERITS AND RISKS OF THIS INVESTMENT. INVESTORS MUST BE ACQUIRING THE SECURITIES FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO ANY RESALE OR DISTRIBUTION. THE SECURITIES ARE SUITABLE ONLY FOR PERSONS WHO HAVE NO NEED FOR LIQUIDITY IN THIS INVESTMENT.

FURTHER, THE COMPANY IS EXTENDING THE OFFERING ONLY TO THOSE PERSONS WHO MEET THE DEFINITION OF ¡§ACCREDITED INVESTOR¡¨ UNDER THE SECURITIES ACT OF 1933, REGULATION D. THE MOST COMMON WAYS TO MEET THE DEFINITION OF AN ACCREDITED INVESTOR ARE AS FOLLOWS:

1. ANY NATURAL PERSON WHOSE INDIVIDUAL NET WORTH, OR JOINT NET WORTH WITH THAT PERSON¡¦S SPOUSE, AT THE TIME OF HIS OR HER PURCHASE EXCEEDS $1,000,000;
2. ANY NATURAL PERSON WHO HAD AN INDIVIDUAL INCOME IN EXCESS OF $200,000 IN EACH OF THE TWO MOST RECENT YEARS OR JOINT INCOME WITH THAT PERSON¡¦S SPOUSE IN EXCESS OF $300,000 IN EACH OF THOSE YEARS AND HAS A REASONABLE EXPECTATION OF REACHING THE SAME INCOME LEVEL IN THE CURRENT YEAR; OR
3. ANY TRUST, WITH TOTAL ASSETS IN EXCESS OF $5,000,000, NOT FORMED FOR THE SPECIFIC PURPOSE OF ACQUIRING THE SECURITIES OFFERED, WHOSE PURCHASE IS DIRECTLY BY A SOPHISTICATED PERSON WHO HAS SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS THAT HE OR SHE IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF THE PROSPECTIVE INVESTMENT.

THE COMPANY IS OFFERING THE SECURITIES PURSUANT TO AVAILABLE EXEMPTIONS FROM REGISTRATION UNDER FEDERAL AND STATE SECURITIES LAWS. THE SECURITIES WILL BE RESTRICTED SECURITIES AND MUST BE HELD INDEFINITELY ACCORDING TO THEIR TERMS. THEY MAY NOT BE TRANSFERRED UNLESS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN AVAILABLE EXEMPTION FROM REGISTRATION WITH AN OPINION FROM LEGAL COUNSEL TO THAT EFFECT SATISFACTORY TO THE COMPANY. THE COMPANY IS UNDER NO OBLIGATION, AND HAS NO INTENTION, TO REGISTER THE SECURITIES AND IS UNDER NO OBLIGATION TO ATTEMPT TO SECURE AN EXEMPTION FOR ANY SUBSEQUENT SALE.

AN INVESTMENT IN THE SECURITIES IS HIGHLY ILLIQUID. ANY PERSON ACQUIRING THE SECURITIES SHOULD BE ABLE TO WITHSTAND A HIGHLY RISKY INVESTMENT OVER THE TERM OF THE SECURITIES. THERE WILL BE NO MARKET FOR THE SECURITIES.

THE OFFERED SECURITIES ARE BEING OFFERED SUBJECT TO ACCEPTANCE, PRIOR TO SALE AND WITHDRAWAL, CANCELLATION OR MODIFICATION OF THE OFFER BY THE COMPANY AT ANY TIME WITHOUT NOTICE.

[ISSUER NAME], LP

SUBSCRIPTION AGREEMENT
FOR OWNERSHIP OF [CLASS ??] LIMITED PARTNER UNITS OF A LIMITED PARTNERSHIP

Name of Subscriber ___________________________________________________________ .

Total U.S. Dollar Amount of Subscription US $ _______________ (the “Subscription Amount”).

WHEREAS, the undersigned party (the “Subscriber”) desires to subscribe for ___ [Class ??] Limited Partner Percentage Units, (the “[Class ??] Units”), of [Issuer Name], LP (the “Company”), a limited partnership organized under the laws of the State of [Domicile State] for the Subscription Amount stated above; and

WHEREAS, the Company is willing to offer the [Class ??] Units to Subscriber in the manner and subject to the terms set forth in this Subscription Agreement, the Certificate of Formation, the Private Placement Memorandum and the Limited Partnership Agreement of the Company (the “Enabling Documents”);

NOW, THEREFORE, the Company and Subscriber do hereby agree as follows:

1. Delivery of Subscription Amount. In order to subscribe for the [Class ??] Units, Subscriber must: (a) complete and execute this Subscription Agreement as well as the signature page to the Limited Partnership Agreement and deliver both documents to the Company, at: ________________________________; and (b) transmit the Subscription Amount by wiring funds to the _______________________ (the ¡§Escrow Agent¡¨), pursuant to the following wire transfer instructions:

Bank: __________________
Address: ___________________________
City, [Domicile State] _______________
Phone: _________________________
ABA Routing No. __________________
Credit account name: __________________________
Escrow Agent for: [Issuer Name], LP
Address:
Phone:
Credit account number: _____________________

If Subscriber does not execute and deliver to the Company a signature page to the Operating Agreement, upon written request to the Company, Subscriber may have its Subscription cancelled and its Subscription Amount returned in full. However, the Company reserves the right to cancel the Subscription and return the associated Subscription Amount in full if the Subscriber has not executed and returned the Operating Agreement in a timely manner.

Please notify the Company of your wire by fax to the Company at: _____________________. Please ensure the following information is included in your notification:

  • Name and Account Number
  • Amount of Wire
  • Date of Wire
  • Name of Remitting Bank
2. Acceptance. Subject to the acceptance hereof by the Company, Subscriber does hereby subscribe for the [Class ??] Units having a total U.S. dollar amount described on the first page of this Subscription Agreement above.
3. Subscription.
a. The Subscriber hereby subscribes for and agrees to purchase [Class ??] Units of the Company in the aggregate total of the U.S. dollar amount described on the first page of this document, all subject to the terms and conditions of this Subscription Agreement (the ¡§Subscription¡¨).
b. The Subscriber understands that the Company is offering a minimum of ___________ and a maximum of ___________________ Units for _______________ for each [Class ??] Limited Partnership Unit. Upon full subscription, the [Class ??] Limited Partners will own _________ of the equity of the Company. The minimum subscription amount is ____________, although the Company reserves the right to accept a lesser amount.
c. The Subscriber understands that the [Class ??] Limited Partner Units and the General Partner Unit have been issued to management and its affiliates in exchange for services or nominal consideration.
d. The Subscriber understands that the [Class ??] Units are offered with preference described as follows: The investor subscribing for a [Class ??] Unit will be provided a quarterly preferred return (non-cumulative and non-guaranteed) in an amount up to but not exceeding _____________ per annum calculated on the amount of their capital account as of the date of the quarterly payment. The return shall be calculated as of the date the original investment, based on the beginning balance of the Limited Partner¡¦s capital account and shall be adjusted in the event that the Limited Partner¡¦s capital account is reduced as a result of a return of equity. Additionally, in the event of the sale of all of the assets of the partnership, (the residential real estate portfolio, collectively the ¡§Property¡¨), the [Class ??] Limited Partners will be paid on a prorated basis between them______________ percent of the gain on the sale (the ¡§Bonus Payment¡¨) if any gain is realized, at the time of the closing of the sale of all of the Property. The General Partner and the [Class ??] Limited Partner will be allocated the balance of the earnings in proportion their respective ownership interests. Additionally, in the event of a sale of all of the Property, __________________ percent preferred annual return will be prorated on a calendar year basis calculated on the balance of the Limited Partner¡¦s capital account as of the date of the closing of the sale. A [Class ??] Limited Partnership Interest owner shall also have a priority as to other Partners for repayment of the balance due of his, her or its Capital Account in the event of liquidation.
e. The Subscriber understands that the [Class ??] Units are being issued pursuant to exemption afforded under Regulation D of the Securities Act of 1933, and that therefore the [Class ??] Units can only be sold to the Company and cannot be sold to a third party without a separate exemption from registration.
f. The Subscriber understands that this Subscription Agreement, the consideration delivered and all other subscription documents will be held by the Company prior to the closing of the Offering. The Subscriber understands that if the Offering is terminated without closing, any amount delivered to the Company will be returned to the Subscriber with 1% annualized interest.
g. The Subscriber acknowledges that the Company reserves the right, in its sole and absolute discretion, to accept or reject this Subscription, in whole or in part, and that this Subscription shall not be binding unless and until accepted by the Company.
h. The Subscriber and its/his/her purchaser representative, if any, may only rely on the information furnished or made available or to be made available to the Subscriber and its/his/her purchaser representative, if any, by the Company, as described above.
i. Subscriber acknowledges and agrees that the Subscription Price will be disbursed from the Company¡¦s escrow account at the time the General Partner concludes that the offering is complete.
4. Subscriber Representations, Warranties and Covenants. The Subscriber understands that the information provided by the Subscriber in this Subscription Agreement is being furnished in order for the Company to verify the Subscriber¡¦s qualification to acquire the [Class ??] Units. The Subscriber understands that such information is needed by the Company so that it can determine the validity and applicability of certain exemptions from the registration requirements of the Securities Act of 1933, as amended (the ¡§Act¡¨) and applicable state securities laws (the ¡§State Acts¡¨) in respect to the sale of the [Class ??] Units. Accordingly, the Subscriber represents and warrants to the Company as follows:
a. The Subscriber understands that if it/he/she uses the service of a Purchaser Representative as such term is defined in Regulation D under the Act (¡§Purchaser Representative¡¨), that: (1) it/he/she must acknowledge in writing prior to its/his/her purchase of the [Class ??] Units that such Purchaser Representative is its/his/her Purchaser Representative in connection with evaluating the merits and risks of its/his/her prospective investment in the Company, (2) such Purchaser Representative must disclose, in writing, prior to the acknowledgment referred to above, any material relationship between such Purchaser Representative or its affiliates and the Company or its affiliates which now exists or is mutually understood to be contemplated or which has existed at any time during the previous two years, and any compensation received or to be received as a result of such relationship, including any compensation received or to be received in connection with the offering of the [Class ??] Interests, and (3) the Subscriber must furnish true and complete copies of the foregoing acknowledgments promptly upon their execution.
b. The Subscriber and its/his/her Purchaser Representative, if any, have received and read a copy of the Private Placement Memorandum of the Company dated _____________, the Limited Partnership Agreement of the Company, the Certificate of Formation and this Subscription Agreement, in order that they are able to: (1) ask questions and receive satisfactory answers concerning the Company and its Officers, the business and the financial condition of the Company, and the terms and conditions of the offering, and (2) obtain any additional information which the Company possesses or can acquire without unreasonable effort or expense that is necessary to verify the accuracy or completeness of such information. The Subscriber also has been furnished access to any and all other information that is material to the Subscriber or would be as requested by a reasonable investor making a decision to purchase the [Class ??] Interests.
c. Neither the Subscriber nor its/his/her Purchaser Representative, if any, has been furnished any offering literature other than the Enabling Documents.
d. The [Class ??] Units are being acquired solely for investment for the Subscriber¡¦s own account and not as nominee or agent or otherwise on behalf of any other entity or person, and are not being acquired with a view to or with a present intention to reoffer, resell, fractionalize, assign, grant any participating interest in, or otherwise distribute the [Class ??] Interests.
e. The Subscriber certifies that: (1) no other entity or person has any direct or indirect beneficial interest in the [Class ??] Interests, (2) the Subscriber is not acting as an underwriter or directly or indirectly participating in any underwriting of the [Class ??] Interests, (3) the Subscriber has not formed any entity for the purpose of making the investment in the [Class ??] Units or if so, has previously reported such fact to the Company, (4) the Subscriber will not take, or cause to be taken, any action that would cause the Subscriber to be an underwriter (as defined in Section 2(11) of the Act) of the [Class ??] Interests, and (5) the Subscriber does not have any contract, undertaking, agreement, arrangement or understanding with any entity or person which is contrary to the representations, warranties and agreements contained in this Subscription Agreement.
f. The Subscriber further agrees that the [Class ??] Units shall only be sold, pledged, assigned, hypothecated, or otherwise transferred (with or without consideration) in compliance with the conditions specified in the Limited Partnership Agreement, to which the Company is a party.
g. The Subscriber agrees that the Company is under no obligation to register the [Class ??] Units under the Act or any State Acts on its/his/her behalf or to assist it/him in complying with any exemption from registration.
h. The Subscriber understands that no federal or state agency has passed upon the [Class ??] Interests, or made any finding or determination as to the fairness of the investment or any recommendation or endorsement of the [Class ??] Interests.
i. The Subscriber is a citizen of either Canada or the United States of America, is at least 21 years of age, and has the legal capacity and authority to execute, deliver and perform this Subscription Agreement, and its/his/her principal residence is located within the state designated under its/his/her name below.
j. All information which the Subscriber has provided to the Company concerning the Subscriber is true and complete as of the date set forth at the end hereof, and if there should be any change in such information prior to this Subscription being accepted, the Subscriber will immediately provide the Company with accurate and complete information concerning any such change.
k. The Subscriber understands that the [Class ??] Units are not a liquid investment.
l. The Subscriber understands that the Company will be subject to all of the risks inherent in the operation of a business in general, including, without limitation, those related to local and national economic conditions, changes in market conditions and costs, changes in management, changes in consumer preferences and demographics, competition, ability to obtain and retain qualified employees, and government laws and regulations.
m. The Subscriber certifies reaffirms that statements set forth on the previously delivered Investor Suitability Questionnaire are applicable to the Subscriber as indicated.
n. The Subscriber represents that the Subscriber: (i) has adequate means of providing for the Subscriber¡¦s current needs and possible contingencies, (ii) has no need for liquidity in this investment, (iii) believes that the nature and amount of this investment is suitable for the Subscriber and consistent with the Subscriber¡¦s overall investment program and financial position, (iv) believes that the Subscriber¡¦s overall commitment to investments which are not readily marketable is not disproportionate to the Subscriber¡¦s net worth and the investment in the [Class ??] Units will not cause such overall investment commitment to become excessive, (v) is under no present or contemplated future need to dispose of the [Class ??] Units to satisfy any existing or contemplated undertaking, need or indebtedness, (vi) is able to bear the economic risks of the investment in the [Class ??] Units, (vii) at the present time is able to afford a complete loss of such investment, and (viii) has such knowledge and experience in business and financial matters that he is capable of evaluating the merits and risks of the investment.
o. The Subscriber is aware that no market may exist for the resale of the [Class ??] Units.
p. The Subscriber is aware of any and all restrictions imposed by the Company on the further distribution of the [Class ??] Units.
5. Indemnification. The Subscriber agrees to indemnify and hold harmless the Company, the General Partner and any entity or person, attorney or other acting on behalf of the Company, from and against any and all damage, loss, liability, cost and expense (including attorneys¡¦ fees) which any of them may incur by reason of the failure by the Subscriber to fulfill any of the terms or conditions of this Subscription Agreement, or by reason of any breach of the representations and warranties made by the Subscriber herein, or in any other document provided by the Subscriber to the Company. All representations, warranties and covenants contained in this Subscription Agreement, and the indemnification contained in this Section 5, shall survive the acceptance of this Subscription.
6. Special Securities Laws Notices. The Subscriber understands and acknowledges that:

THE [CLASS ??] LIMTED PARTNERSHIP UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES ACTS, WILL BE ACQUIRED FOR INVESTMENT ONLY, AND MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR TRANSFERRED FOR VALUE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF THEM UNDER THE ACT OR THE STATE ACTS OR AN EXEMPTION THEREFROM, AND THEN ONLY SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN THE OPERATING AGREEMENT.

7. Miscellaneous.
a. No Waiver. Notwithstanding any of the representations, warranties, acknowledgments or agreements made herein by the Subscriber, the Subscriber does not thereby or in any other manner waive any of the rights granted to it/him/her under federal or state securities laws.
b. Entire Agreement; Modification. This Subscription Agreement, the Enabling Documents and the Risk Factor Statement attached hereto constitutes the entire agreement among the parties hereto with respect to the subject matter hereof, and neither this Subscription Agreement nor any provisions hereof shall be waived, changed, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought.
c. Notices. Any notice, demand or other communication which any party hereto may be required, or may elect, to give to anyone interested hereunder shall be sufficiently given if: (i) deposited, postage prepaid, in the United States mail, certified or registered mail, a nationally recognized overnight delivery service, addressed, in the case of the Company, to the Company, attention President at the above address, and in the case of the Subscriber, to the address set forth on the signature page hereof or at such other address as the Subscriber shall so notify the Company in writing, or (ii) delivered personally at such address.
d. Binding Effect. Except as otherwise provided herein, this Subscription Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns, as applicable. If the Subscriber is more than one entity or person, the obligations of the Subscriber 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 its/his/her respective heirs, executors, administrators, successors, legal representative and assigns.
e. Assignability. The Subscriber agrees not to transfer or assign this Subscription Agreement, or any of the Subscriber¡¦s interest herein, and further agrees that the transfer or assignment of the [Class ??] Units shall be made only in accordance with applicable laws and the terms of the Limited Partnership Agreement.
f. Applicable Law. This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of [Domicile State], without regard to conflict of law principles.
g. ARBITRATION OF DISPUTES. THE UNDERSIGNED ACKNOWLEDGES, BY HIS, HER OR ITS EXECUTION OF THIS SUBSCRIPTION AGREEMENT, THAT IT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE. BY SIGNING THIS AGREEMENT, THE PARTIES AGREE AS FOLLOWS:
1). ALL PARTIES TO THIS AGREEMENT ARE GIVING UP THE RIGHT TO SUE EACH OTHER IN COURT, INCLUDING THE RIGHT TO A TRIAL BY JURY, EXCEPT AS PROVIDED BY THE RULES OF THE ARBITRATION FORUM IN WHICH A CLAIM IS FILED.
2). ARBITRATION AWARDS ARE GENERALLY FINAL AND BINDING: A PARTY’S ABILITY TO HAVE A COURT REVERSE OR MODIFY AN ARBITRATION AWARD IS VERY LIMITED.
3). THE ABILITY OF THE PARTIES TO OBTAIN DOCUMENTS, WITNESS STATEMENTS AND OTHER DISCOVERY IS GENERALLY MORE LIMITED IN ARBITRATION THAN IN COURT PROCEEDINGS.
4). THE ARBITRATORS DO NOT HAVE TO EXPLAIN THE REASON(S) FOR THEIR AWARD.
5). THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.
6). THE RULES OF SOME ARBITRATION FORUMS MAY IMPOSE TIME LIMITS FOR BRINGING A CLAIM IN ARBITRATION. IN SOME CASES, A CLAIM THAT IS INELIGIBLE FOR ARBITRATION MAY BE BROUGHT IN COURT.
7). THE RULES OF THE ARBITRATION FORUM IN WHICH THE CLAIM IS FILED, AND ANY AMENDMENTS THERETO, SHALL BE INCORPORATED INTO THIS AGREEMENT.

NO PERSON SHALL BRING A PUTATIVE OR CERTIFIED [CLASS ??]CTION TO ARBITRATION, NOR SEEK TO ENFORCE ANY PRE-DISPUTE ARBITRATION AGREEMENT AGAINST ANY PERSON WHO HAS INITIATED IN COURT A PUTATIVE [CLASS ??]CTION; OR WHO IS A MEMBER OF A PUTATIVE CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS ENCOMPASSED BY THE PUTATIVE [CLASS ??]CTION UNTIL: (a) THE CLASS CERTIFICATION IS DENIED; OR (b) THE CLASS IS DECERTIFIED; OR (c) THE SUBSCRIBER IS EXCLUDED FROM THE [CLASS ??]Y THE COURT. SUCH FORBEARANCE TO ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE A WAIVER OF ANY RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN.

IN THE EVENT THAT A DISPUTE ARISES BETWEEN THE UNDERSIGNED SUBSCRIBER AND THE COMPANY, OR ANY OF THEIR LEGAL REPRESENTATIVES, ATTORNEYS, ACCOUNTANTS, AGENTS, EMPLOYEES OR ANY OTHER PARTY EMPLOYED BY THE COMPANY, SAID DISPUTE ARISING OUT OF, IN CONNECTION WITH OR AS A RESULT OF THE SUBSCRIPTION HEREBY MADE, THE UNDERSIGNED HEREBY EXPRESSLY AGREES THAT SAID DISPUTE SHALL BE RESOLVED THROUGH ARBITRATION RATHER THAN LITIGATION. THE UNDERSIGNED HEREBY AGREES TO SUBMIT THE DISPUTE FOR RESOLUTION TO EITHER THE AMERICAN ARBITRATION ASSOCIATION, IN PHOENIX, [DOMICILE STATE] OR THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC., IN [DOMICILE STATE], WHICHEVER ASSOCIATION MAY ASSERT JURISDICTION OVER THE DISPUTE, WITHIN FIVE (5) DAYS AFTER RECEIVING A WRITTEN REQUEST TO DO SO FROM ANY OF THE AFORESAID PARTIES. IF THE UNDERSIGNED FAILS TO SUBMIT THE DISPUTE TO ARBITRATION AS REQUESTED, THEN THE REQUESTING PARTY MAY COMMENCE AN ARBITRATION PROCEEDING. THE FEDERAL ARBITRATION ACT SHALL GOVERN THE PROCEEDING AND ALL ISSUES RAISED BY THIS AGREEMENT TO ARBITRATE.

IN WITNESS WHEREOF, the Subscriber has executed this Subscription Agreement on the date above.

THIS AGREEMENT CONTAINS A BINDING ARBIRTATION PROVISION ON _________.

INVESTOR:
By: _________________________________
[Print Name] _________________________
Social Security or EIN Number:
____________________________________
Address:

SUBSCRIPTION ACCEPTED:
[Issuer Name], LP,
By: _______________________________

STATEMENT OF RISK FACTORS

Investing in the Securities involves a high degree of risk. The risk factors and all other information disclosed in this Subscription Agreement must be carefully considered before making an investment decision regarding the Securities. One or more of these risk factors could cause a loss of part or all funds invested in the Securities.
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