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SUBSCRIPTION AGREEMENT
This Subscription Agreement (the “Agreement”) is entered into by and between ME Vietnam, LLC,
doing business as Millennium Energy Vietnam, LLC (the “Company”) and the party executing this
Agreement as the subscriber (the “Subscriber”). By execution of this Agreement, the Subscriber agrees to
purchase one of more Membership Units of the Company (the “Membership Units”). The Company has
authorized 3,000,000 Membership Units. No other classes of membership units are authorized by the
Company at this time.
Any terms not otherwise defined herein shall have the same meaning as in the Operating Agreement
for the Company.
1. Subscription: Subscriber hereby agrees to purchase from the Company the number of
Membership Units set forth on the signature page in exchange for a payment to the Company in the amount
of the aggregate purchase price set forth on the signature page at the Effective Date of this Agreement.
The price for each Membership Unit is $100.00 and the minimum investment is for 5000 Membership
Units.
3. Securities Act: The Subscriber understands that the offering is being made without
registration of the Preferred Units under the Securities Act of 1933, as amended (the “Act”).
5. Financial Situation: Subscriber represents that Subscriber can bear the full loss of the
investment without significantly adversely affecting Subscriber’s current standard of living and lifestyle.
Subscriber acknowledges that Subscriber has demonstrated to the Manager of the Company Subscriber’s
financial abilities to absorb any losses that may be incurred from this investment and/or have shown the
Manager that Subscriber’s annual income and foreseeable living expenses are sufficient to make an
investment in the Company.
6. Independent Advice: Subscriber acknowledges that Subscriber has been urged by the
Manager to receive independent outside investment counseling from Subscriber’s CPA, attorney or other
investment advisor (“Representative”). Subscriber represents that Subscriber or Subscriber’s
Representative has had sufficient time to review the Confidential Private Placement Memorandum (the
“Memorandum”), and Subscriber is relying solely on Subscriber’s independent investigation and/or the
advice of my Representative. In addition, Subscriber acknowledges that Subscriber has had the opportunity
to review additional information that may be supplemental to or explanatory of the Memorandum to verify
the accuracy of the information obtained in the Memorandum. Further, Subscriber acknowledges that
Subscriber has had the opportunity to meet with the principals of the Company to discuss this investment
with them.
7. Risk: Subscriber understands the non-marketability and risk herein of the investment and
the lack of liquidity and the lack of assurance of the tax consequences of the investment.
(a) The answers to the questions in the attached questionnaire are complete and correct and
may be relied upon by the Manager and the Company in determining whether the offering in which I
propose to participate is exempt from registration under the Act and from qualification under applicable
state securities laws; and
(b) Subscriber will notify the Manager immediately of any material change in any answer
given occurring prior to the closing of any purchase by Subscriber of the Preferred Units.
10. Special Power of Attorney: Subscriber hereby grants to the Manager a special power of
attorney as follows:
(a) I hereby appoint the Manager as my attorney-in-fact with power and authority to act in my
name and on my behalf to execute, acknowledge and swear to in the execution, acknowledgment and filing
of documents in connection with the business of the Company, which shall include, by way of illustration
but not of limitation, the following:
(ii) Any other instrument or document that may be required to be filed by the
Company under the laws of any state or by any government agency or which the Manager
deem to be advisable to file; and
(b) The power of attorney is a special power of attorney coupled with an interest, is irrevocable,
shall survive my death and is limited to those matters herein set forth.
(c) The power of attorney may be exercised by the Manager for each Member, by a facsimile
signature of the Manager, or by listing all of the Members, executing any instrument with the signatures of
the Manager acting as an attorney-in-fact for all of them.
(d) The power of attorney shall survive an assignment by Subscriber of all or a portion of my
Membership Units except that, where any assignee of the Membership Units has been approved by the
Managers for admission to the Company as a substituted Member, the special power of attorney shall
survive such assignment for the sole purpose of enabling the Managers to execute, acknowledge and file
any instrument or document necessary to effect such substitution.
11. Not Registered: Subscriber understands that the Membership Units have not been
registered under the Act and are being sold pursuant to the exemption relating to private offerings provided
by Section 4(2) of the Act and Regulation D promulgated thereunder. Subscriber agrees that Subscriber’s
interest in the Company shall not be sold or otherwise transferred contrary to this Subscription Agreement,
the Operating Agreement, or any applicable law and that I have purchased the Preferred Units for
investment purposes and not with the intent to redistribute. Subscriber further understands that:
(a) If the Company issues certificates reflecting ownership of Membership Units, a legend will
be placed on any certificate or document evidencing Subscriber’s Membership Units stating that the
Membership Units have not been registered under the Act and that the legend will read as follows:
(b) A notation in the appropriate records of the Company will be made with respect to any
restrictions on transfer of Membership Units.
(c) Subscriber further understands that the transfer of Membership Units is subject to
additional limitations set forth in the Company Agreement.
(d) Subscriber represents that Subscriber has relied solely upon the information provided by
the Company (the “Company Information”) and the independent investigations made by Subscriber of
Subscriber’s Representative with respect to the Membership Units subscribed for herein, and no oral or
written representation beyond the Company Information has been made to Subscriber.
12. Assignability: Neither this Agreement nor any right, remedy, obligation or liability arising
hereunder or by reason hereof shall be assignable by either the Company or the Subscriber without the prior
written consent of the other party.
13. Applicable Law: This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas without regard to principles of conflicts of law.
14. Counterparts: This Agreement may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed to be an original and all of which together shall be
deemed to be one and the same agreement.
15. Notices: All notices and other communications provided herein shall be in writing and
shall be deemed to have been duly given three days after they’ve been sent to the party to be notified.
Notices may be delivered personally or sent by air courier or certified mail, return receipt requested, postage
prepaid, or by email, or facsimile transmission where numbers for such communication are included in the
address of the Subscriber.
(a) If to the Company, to them at the following address, or at such other address as the
Company shall have specified by notice to the Subscriber:
16. Binding Effect. The provisions of this Agreement shall be binding upon and accrue to the
benefit of the parties hereto and their respective heirs, legal representatives, successors, indemnities and
permitted assigns.
17. Ownership: Subscriber wishes to own Subscriber’s Membership Units as follows (check
one):
___ (b) Husband and wife as community property. (Community property states only.
Husband and wife should both sign all required documents unless advised by their attorney that one
signature is sufficient.)
___ (c) Joint Tenants with right of survivorship. (Both parties must sign all required
documents unless advised by their attorneys that one signature is sufficient.)
___ (d) Tenants in common. (Both parties must sign all required documents.)
___ (e) Trust. (Include name of trust, name of trustee and date trust was formed.)
___ (f) Partnership. (Include evidence of partnership authority for person who executes
required documents.)
SPECIAL INSTRUCTIONS:
In all cases, the person/entity making the investment decision to purchase the Membership Units
must complete and sign the Subscription Agreement. For example, retirement plans often hold certain
investments in trust for their beneficiaries. If the beneficiary maintains investment control and discretion,
the beneficiary must complete and execute the Subscription Agreement. On the other hand, if a third-party
trustee has investment control and discretion, the third-party trustee must complete and execute the
Subscription Agreement.
A. Registration Information:
(Please print the exact name (registration) investor desires on account.)
Name:
Mailing Address:
State of Residence:
Social Security or Federal Tax ID Number:
C. Signatures: The undersigned has the authority to enter into this Agreement on behalf of the
person(s) or entity registered in A above.
2021
Signature (Investor or Authorized Signatory) Date:
D. Submit Subscription: Make check payable to “Millennium Energy Vietnam, LLC” and mail
check and form to:
BY: ______________________________________
JAMES CARLOS COE, MANAGER