- 1 SUBSCRIPTION FOR THE MEMBERSHIP INTERESTS
- 2 ADOPTION OF THE OPERATING AGREEMENT OF COMPANY
- 3 WARRANTIES AND REPRESENTATIONS
- 4 AGREED TO AND ACCEPTED
1. The undersigned, Name Of Undersigned (the "Subscriber"), hereby subscribes for the purchase of Membership Interests ("Membership Interests"), in accordance with the terms of Your Company, LLC, a State Limited Liability Company (the "Company"Private )'s Offering Memorandum dated Date (the "Memorandum"). The Subscriber hereby provides to the Company I two (2) duly signed copies of this Subscription Agreement, as well as (ii) a check for Dollar Amount made payable to Your Company, LLC.The Subscriber's payment indicates full payment for the Membership Interests that the Company is offering and that the undersigned has subscribed for, in line with the terms and conditions of the Memorandum and this Subscription Agreement.
2. The Subscriber acknowledges and agrees that the Company will not sell or issue, or be deemed to sell or issue, any Membership Interests to the Subscriber, and that the Subscriber will not be considered a Member of the Company until I the Subscriber has met all of the requirements of 1.a above, and (ii) the Company has countersigned this Subscription Agreement and deposited any amounts. If the Company (in its sole and absolute discretion) terminates the offering of any Membership Interests without accepting the Subscriber's subscription, or if the Company rejects the amounts, in whole or in part, the amounts, or the unaccepted portion thereof, will be returned in full to the Subscriber.
1. The Subscriber has received and read the Company's Operating Agreement dated Date (the "Operating Agreement") in its entirety, and by signing this document, Subscriber expresses full and complete acceptance and adoption of the terms and conditions contained therein. For the avoidance of dispute, by signing this Subscription Agreement, the Subscriber agrees to all of the terms and conditions in the Operating Agreement, and this Subscription Agreement serves as a counterpart signature page to the Operating Agreement.
The following is what the Subscriber represents and warrants to the Company:
Subscriber has received one of a limited number of copies of the Memorandum, including the Operating Agreement and all other attachments and exhibits to the Memorandum, and has read and comprehended such papers in their entirety, including all terms and conditions included therein.
Subscriber has been given the opportunity to (1) obtain additional information to verify the information contained in the Memorandum and all attachments and exhibits thereto, (2) evaluate the merits and risks of an investment in the Company, and (3) ask questions of the Company and receive answers and documentation from the Company concerning the terms and conditions of the Company's
The financial facts and projections in the Memorandum are estimates and projections of probable results made by the Company's Management Team, and there are no guarantees that any of these results will be realised.
The Membership Interests have not been registered with the Securities and Exchange Commission (the "SEC") or any state securities commision, and are being offered and sold under the private offering exemptions set forth in Section 4(2) of the Securities Act of 1933, as amended (the "Act"), SEC Regulation D, and applicable state securities commissions.
Subscriber is a U.S. citizen who lives at the primary address listed on the signing page of this Subscription Agreement. The subscriber has no plans to modify his or her primary address at this time.
Subscriber is aware of the risks associated with any investment in the Company, including those set forth in the Memorandum. Subscriber acknowledges that any investment in the Company is speculative and carries a significant risk of losing all of Subscriber's money, 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. Regarding the tax aspects of this investment and its suitability for the Subscriber, the Subscriber has consulted with a tax expert. In light of Subscriber's financial circumstances, the amount invested by Subscriber is not exorbitant, and Subscriber is able to bear the risks associated with this investment in the Company.
Subscriber has adequate knowledge and expertise in financial and business affairs, as well as speculative investments such as investments in the Company, to properly assess the merits and dangers of any investment in the Company.
Subscriber is a "Sophisticated Investor," as specified in the Memorandum's "Investor Suitability Standards."
Subscriber acknowledges that there is and will be no public market for Subscriber's Membership Interests, and that transferability of Subscriber's Membership Interests is limited by the terms of the Operating Agreement and requires the agreement of the Managing Member named therein.
Subscriber accepts that the Operating Agreement shall limit the transferability of Subscriber's Membership Interests in certain ways.
Subscriber understands and agrees that neither the Company nor any other person has promised, guaranteed, or warranted that the Company will achieve any specific financial results.
The representations and warranties provided herein are true and correct as of the date hereof, and will continue to be true and accurate from the date of Subscriber's payment delivery to the Company until the Company accepts Subscriber's subscription. If Subscriber discovers that his or her representations and warranties are not true or accurate prior to the Company accepting this Subscription Agreement, Subscriber will immediately notify the Company in writing.