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SUBSCRIPTION AGREEMENT
_________________ _________________________
A __________ Limited Liability Company
ATTN:
The undersigned acknowledges that no Membership Interest shall be deemed sold or issued
to the undersigned, nor shall the undersigned be deemed to be a Member, until you have accepted
this Subscription Agreement pursuant to the terms of the offering as set forth in the Investment
Memorandum dated March, 20__ (the “Memorandum”), and that you reserve the right, in your
discretion, to accept or reject this subscription, in whole or in part. Acceptance of this
subscription shall be made by the execution of a counterpart of this Subscription Agreement by
you, and delivery or mailing thereof, postage prepaid, to the undersigned at the address set forth
opposite my signature below. If the offering is terminated by the Company without accepting this
subscription or the Company rejects this subscription in whole or in part, the Company will
cause the subscription price, or the unaccepted portion thereof, to be returned to the undersigned,
in full without deduction of any costs or charges. The subscription price may be invested in an
interest-bearing account for the account of the undersigned pending acceptance or rejection of
this subscription, and in such event, any interest earned thereon shall be distributed to the
undersigned upon acceptance or rejection of this subscription.
c. Residency . The undersigned, if an individual, is a citizen of the United States and has his
principal residence at the address shown opposite his signature below and has no present intention
to change his residence from such state or, if a corporation, partnership, trust or other form of
business organization, has its principal office at the address shown below and has no present
intention to change its principal office from such state. If the undersigned is an entity organized
for the purpose of acquiring Membership Interests in the Company, then information regarding all
beneficial owners of such entity has been disclosed to you, and all beneficial owners of such
entity are residents of the state in which the principal office of the undersigned is shown below.
e. Knowledge and Experience of the Undersigned. The undersigned represents that the
undersigned’s knowledge and experience in financial and business matters in general and in
speculative investments such as the Company in particular, are such that the undersigned is
capable of evaluating the merits and risks of investment in the Company.
g. Purchase for Investment. The undersigned is subscribing for the Membership Interests
solely for the undersigned’s own account, for investment purposes only, and intending to make
a profit therefrom, and not with a view to distribution, sale, subdivision or for the account of
any other individual, corporation, firm or person.
h. Illiquid Investment. The undersigned recognizes that there is and will be no public market for
the undersigned’s Membership Interest and that the transferability of the undersigned’s
Membership Interests is restricted under the terms of the Operating Agreement and is subject to
the consent of the Managing Member thereunder. The undersigned understands that he will not
readily be able to liquidate the undersigned’s investment in the Company even in case of an
emergency and that the undersigned will not be eligible to make any transfers of his Membership
Interests pursuant to SEC Rule 144.
i. Operating Agreement. The undersigned recognizes that the Operating Agreement will
impose certain restrictions on the transferability of the undersigned’s Membership Interests.
k. Legal Counsel . The undersigned understands and acknowledges that legal counsel for the
Manager also represented the Company and waives all conflicts of interest, appearances of
impropriety and other conflicts now or in the future, to the extent waivable in the future.
The foregoing representations and warranties are true and accurate as of the date hereof and
shall be true and accurate as of the date of delivery of the subscription payment to the Company
and shall survive such delivery. If in any respect such representations and warranties shall not be
true and accurate prior to acceptance of this Subscription Agreement by you on behalf of the
Company, the undersigned shall give written notice of such fact to you specifying which
representations and warranties are not true and accurate and the reasons therefor, with a copy to
you.