You are on page 1of 3



_________________ _________________________
A __________ Limited Liability Company

TO: DEF Capital, LLC


1. SUBSCRIPTION . The undersigned hereby subscribes for the purchase of Membership

Interests (“Membership Interests”) in the amount set forth in clause (i) below in
_________________ _________________________ , a Delaware Limited Liability Company
(the LLC) and tenders herewith the following:

a. a check in the amount of $ ___________________ for Membership Interests representing

that amount in the Company being offered as payment in full for the Membership Interests
subscribed for, made payable to _________________ _________________________;

b. a completed and signed Confidential Investor Questionnaire; and

c. two (2) duly executed copies of this Subscription Agreement.

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.


COMPANY; COUNTERPART SIGNATURE PAGE . The undersigned acknowledges receipt
of a counterpart of the Operating Agreement of the Company attached to the Memorandum as
Exhibit B and does hereby execute this Subscription Agreement as a counterpart signature page
of the Operating Agreement, intending that, upon acceptance hereby by you, this Subscription
Agreement shall constitute a specific acceptance and adoption by the undersigned of each and
every provision of the Operating Agreement, which document is incorporated and made a part
hereof by this reference, and the undersigned hereby agrees to be bound and governed by the
provisions of the Operating Agreement.

3. WARRANTIES AND REPRESENTATIONS . The undersigned makes the following

representations and warranties with the intent that the same may be relied upon by you and the
Company in determining the undersigned’s suitability to purchase shares of the Company and
with the understanding that the availability of exemptions from registration of the offering may
depend upon the accuracy of such representations and warranties.

a. Receipt of Memorandum . The undersigned has received one of a limited number

of copies of the Memorandum, addressed to the undersigned, and has read or received the
Memorandum and the exhibits thereto. The undersigned makes and enters into this Subscription
Agreement with full knowledge of the terms and conditions contained in the Memorandum,
including the Operating Agreement. All capitalized terms not otherwise defined herein shall have
the respective meanings given such terms in the Memorandum. The Company has made available
to the undersigned the opportunity to obtain additional information to verify the accuracy of the
information contained in the Memorandum, to evaluate the merits and risks of this investment
and to ask questions of and receive satisfactory answers and documentation from the Company
concerning the terms and conditions of the offering. The undersigned acknowledges that the
Financial Projections contained in the Memorandum are estimates and projections of possible
results made by management of the Company and there is no assurance that any such results will
be achieved.

b. Not a Registered Offering . The undersigned understands that the Membership

Interests have not been registered either with the Securities and Exchange Commission (the
“SEC”) or with the securities commission of any state and are being offered and sold pursuant to
private offering exemptions provided in Section 4(2) of the Securities Act of 1933, as amended
(the “Act”), Regulation D promulgated by the SEC and applicable state securities laws, and that
no governmental agency has recommended or endorsed the Membership Interests or made any
finding or determination relating to the adequacy or accuracy of the Memorandum or the fairness
for public investment of Membership Interests in the Company.

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.

d. Risk Factors. The undersigned understands the risks involved in an investment in

the Company, including those described in the Memorandum under “Risk Factors”. The
undersigned recognizes that the Membership Interests are a form of speculative investment which
involves substantial risk of loss of his entire investment, that the Company has no operating or
financial history, that no tax ruling has been requested and that there can be no assurances that
any tax benefits will result from an investment in the Company. The undersigned has consulted
with a tax advisor regarding the tax aspects of this investment and its suitability for the
undersigned. The undersigned has an overall commitment to investments that are not readily
marketable that is not disproportionate to his cash requirements, and his investment in the
Company, will not cause such overall commitment to become excessive. The amount and nature
of the undersigned’s investment in the Company is suitable and consistent with his investment
program and his financial situation enables him to bear the risks of this investment. The
undersigned represents that he has adequate means of providing for his current needs and
possible personal contingencies.

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.

f. Financial Standards. The undersigned represents that the undersigned is an “Accredited

Investor” as defined in “Suitability Standards for Investors” in the Memorandum. The
securities regulatory authorities in certain states in which the Membership Interests are
offered may impose higher or different net worth or income standards than those referred to in
the Memorandum.

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.

j. No Warranties or Representations Made to the Undersigned regarding

Financial Results . The undersigned acknowledges and agrees that neither you, the Company nor
any other person has represented, guaranteed or warranted that any particular financial results
will be achieved by the Company.

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