Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and by signing and dating this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) By signing below the subscriber represents and warrants to FUEL that he, she or it: a. has received a copy of FUEL’s Prospectus dated [DATE] and the exhibits thereto; b. has been informed that the Units of FUEL are offered and sold in reliance upon a federal securities registration; Alabama, Florida and Georgia; and exemptions from securities registrations in various other states, and understands that the Units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability; c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the Alabama, Florida and Georgia and that FUEL is relying in part upon the representations of the undersigned Subscriber contained herein; d. has been informed that the securities subscribed for have not been approved or disapproved by the Alabama, Florida and Georgia Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus; e. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person; f. understands that there is no present market for FUEL’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units; g. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units; h. has received a copy of the FUEL’s Amended and Restated Operating Agreement, dated____, 2005, and understands that upon closing the escrow by FUEL, the subscriber and the membership units will be bound by the provisions of the Amended and Restated Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units; i. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the FUEL’s Amended and Restated Operating Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Amended and Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws; j. meets the suitability test marked in Item 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment; k. understands that FUEL will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of FUEL in their sole discretion: THE UNITS REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (i) A REGISTRATION UNDER THE SECURITIES ACT OF 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, ESTABLISHED TO THE SATISFACTION OF COUSNESL TO THE COMPANY. ADDITIONALLY, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLD, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED IN THE OPERATING AGREEMENT OF THE COMPANY. COPIES OF THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY. l. understands that, to enforce the above legend, FUEL may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units; m. has examined the information presented in the prospectus and exhibits and is competent to evaluate and establish that the investment is consistent with the subscriber’s risk tolerance and investment goals such that the subscriber can bear the economic risk of the purchase of Units including the total loss of the undersigned’s investment; n. may not transfer or assign this subscription agreement, or any of the subscriber’s interest herein; o. has written his, her, or its correct taxpayer identification number under Item E2 on this subscription agreement; p. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item E2 is checked); q. understands that execution of the attached Promissory Note and Security Agreement will allow FUEL or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and r. acknowledges that FUEL may retain possession of certificates representing subscriber’s Units to perfect its security interest in those Units. Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of Officer Signature of Joint Individual Subscriber
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Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and by signing sign and dating date this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) By signing below the subscriber Subscriber represents and warrants to FUEL the Company that he, she or it:
a. has received a copy of FUELthe Company’s Prospectus dated [DATEeffective date] and the all exhibits thereto;
b. has been informed that the Units of FUEL the Company are offered and sold in reliance upon upon: (i) a federal securities registration; Alabamaand (ii) Iowa, Florida Kansas, Nebraska, Missouri and Georgia; and exemptions from securities registrations in South Dakota (and, potentially, various other states, and ) securities registrations;
c. understands that the Units to be issued subscribed for pursuant to this subscription agreement Subscription Agreement can only be sold to a person meeting requirements of suitability;
c. d. has been informed that the securities purchased Units subscribed for pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the AlabamaStates of Iowa, Florida Kansas, Nebraska, Missouri and Georgia South Dakota (and, potentially, various other states), and that FUEL the Company is relying in part upon the representations of the undersigned Subscriber contained herein;
d. e. has been informed that the securities Units subscribed for pursuant to this Subscription Agreement have not been approved or disapproved by the AlabamaIowa, Florida Kansas, Nebraska, Missouri and Georgia South Dakota (and, potentially, various other states) Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
e. f. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other personperson or entity;
f. g. understands that that: (i) there is no present market for FUELthe Company’s membership units, that Units; (ii) the membership units Units will not trade on an exchange or automatic quotation system, that ; (iii) no such market is expected to develop in the future future; and that (iv) there are significant restrictions on the transferability of the membership unitsUnits;
g. h. has been encouraged to rely upon the advice of his his/her/its legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of unitsUnits;
h. i. has received a copy of the FUELCompany’s Amended and Restated Operating Agreement, dated_dated January ___, 20052007, and understands that upon closing the escrow by FUELthe Company, the subscriber Subscriber and the membership units Units will be bound by the provisions of the Amended and Restated Operating Agreement which containsAgreement, including, among other thingsothers, provisions that restrict restricting the transfer of membership unitsUnits;
i. j. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with in addition to the restrictions contained in the FUELCompany’s Amended and Restated Operating Agreement Agreement, and agrees that if the membership units Units or any part thereof are sold or distributed in the future, the subscriber Subscriber shall sell or distribute them pursuant to only in strict accordance with the terms of the Amended and Restated Company’s Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;
j. k. meets the suitability test marked in Item numbered paragraph 5 above of Section E of this Subscription Agreement, and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
k. l. understands that FUEL the Company will place a restrictive legend on any certificate representing any unit Units, containing substantially the following language as the same may be amended by the Company’s Directors of FUEL in their sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY AND NO ASSIGNEE, VENDEE, TRANSFEREE, TRANSFEREE OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (i) A REGISTRATION UNDER THE SECURITIES ACT OF 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, ESTABLISHED TO THE SATISFACTION OF COUSNESL TO EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE FEDERAL AND STATE LAW AND THE COMPANY. ADDITIONALLY, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLD, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME. COPIES THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE PRINCIPAL OFFICE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF THE COMPANY1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS.
l. m. understands that, to enforce the above legend, FUEL the Company may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership unitsUnits;
m. n. has examined sufficient knowledge and experience in business and financial matters so as to be able to evaluate the information presented merits and risks of an investment in the prospectus and exhibits and is competent to evaluate and establish Units;
o. believes that the investment in Units is consistent with suitable for the subscriber’s risk tolerance Subscriber and investment goals such that the subscriber he/she/it can bear the economic risk of the purchase of Units Units, including the total loss of the undersigned’s his/her/its investment; n. ;
p. may not transfer or assign this subscription agreementSubscription Agreement, or any of the subscriberSubscriber’s interest herein;
o. q. has written his, /her, or /its correct taxpayer identification number under Item E2 on numbered paragraph 2 in Section E of this subscription agreement; p. Subscription Agreement;
r. is not subject to back up withholding withholding, either because he, she or it the Subscriber has not been notified by the Internal Revenue Service (“IRS”) that he, she or /she/it is subject to backup withholding as a result of a failure to report all interest or dividends, or because the IRS has notified him, her or the Subscriber that he/she/it that he is no longer subject to backup withholding (Note this clause (pr) should be crossed out if the backup withholding box in Item E2 numbered paragraph 2 of Section E of this Subscription Agreement is checked);
q. s. understands that execution of the attached Promissory Note and Security Agreement on page 7 of this Subscription Agreement will allow FUEL or the Company and its successors and assigns to pursue the obligor Subscriber for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor Subscriber in the event that the subscriber Subscriber defaults on that Promissory Note and Security Agreement; and
r. t. acknowledges that FUEL the Company may retain possession of certificates representing subscriberthe Subscriber’s Units to perfect its security interest in those Units. Individuals: Entities: Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of Officer Signature of Joint Individual SubscriberOfficer
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Samples: Subscription Agreement (Amaizing Energy Holding Company, LLC)
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and by signing and dating this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) (Joint initials) By signing below the subscriber represents and warrants to FUEL Highwater Ethanol that he, she or it:
: _________ _________ a. has received a copy of FUELHighwater Ethanol’s Prospectus dated [DATEDATE OF EFFECTIVENESS] and the exhibits thereto;
thereto or has received notice that this sale has been made pursuant to a registration statement in which a final prospectus would have been required to have been delivered in the absence of Rule 172; _________ _________ b. has been informed that the Units units of FUEL Highwater Ethanol are offered and sold in reliance upon a federal securities registration; Alabamastate registrations in Florida, Florida Georgia, Illinois, Iowa, Kansas, Louisiana, Minnesota, Missouri, South Dakota, and GeorgiaWisconsin; and exemptions from securities registrations in various other states, and understands that the Units units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability;
suitability [Minnesota subscribers should NOT initial this subsection]; _________ _________ c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the AlabamaFlorida, Florida Georgia, Illinois, Iowa, Kansas, Louisiana, Minnesota, Missouri, South Dakota, and Georgia Wisconsin and that FUEL Highwater Ethanol is relying in part upon the representations of the undersigned Subscriber contained herein;
herein [Minnesota subscribers should NOT initial this subsection]; _________ _________ d. has been informed that the securities subscribed for have not been approved or disapproved by the AlabamaSEC, Florida or the Florida, Georgia, Illinois, Iowa, Kansas, Louisiana, Minnesota, Missouri, South Dakota, and Georgia Wisconsin Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
Prospectus [Minnesota subscribers should NOT initial this subsection]; _________ _________ e. intends to acquire the Units units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units units or any portion thereof to any other person;
; _________ _________ f. understands has been informed that there is no present market for FUELHighwater Ethanol’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units;
; _________ _________ g. has been encouraged to rely upon seek the advice of his legal counsel and accountants or other financial advisers with respect to the investor-specific tax and and/or other considerations relating to the purchase and ownership of units;
units [Minnesota subscribers should NOT initial this subsection]; _________ _________ h. has received a copy of the FUEL’s Amended and Restated Operating Highwater Ethanol Member Control Agreement, dated____dated May 4, 20052006, and understands that upon closing the escrow by FUELHighwater Ethanol, the subscriber and the membership units will be bound by the provisions of the Amended and Restated Operating Member Control Agreement which contains, among other things, provisions that restrict the transfer of membership units;
; _________ _________ i. understands has been informed that the Units units are subject to substantial restrictions on transfer under state certain tax and securities laws along with restrictions in the FUEL’s Amended and Restated Operating Agreement Highwater Ethanol Member Control Agreement, and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Amended and Restated Operating Member Control Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state tax and securities laws;
; _________ _________ j. meets the suitability test marked in Item 5 above and E.5 above; _________ _________ k. is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
k. understands investment [Minnesota subscribers should NOT initial this subsection]; _________ _________ l. has been informed that FUEL Highwater Ethanol will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors Governors of FUEL Highwater Ethanol in their sole discretion: THE TRANSFERABILITY OF THE COMPANY UNITS REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH DOCUMENT IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (i) A AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, THE TERMS AND CONDITIONS SET FORTH IN THE MEMBER CONTROL AGREEMENT AND AGREED TO BY EACH MEMBER. THE UNITS REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT 1933, AS AMENDED, AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, ESTABLISHED TO THE SATISFACTION OF COUSNESL TO THE COMPANY. ADDITIONALLY, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLD, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED IN THE OPERATING AGREEMENT OF THE COMPANY. COPIES OF THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY.
l. understands _________ _________ m. has been informed that, to enforce the above legend, FUEL Highwater Ethanol may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units;
m. has examined the information presented in the prospectus and exhibits and is competent to evaluate and establish that the investment is consistent with the subscriber’s risk tolerance and investment goals such that the subscriber can bear the economic risk of the purchase of Units including the total loss of the undersigned’s investment; _________ _________ n. may not transfer or assign this subscription agreementSubscription Agreement, or any of the subscriber’s interest herein;
herein without the prior written consent of Highwater Ethanol; _________ _________ o. has written his, her, or its correct taxpayer identification number under Item E2 E.2 on this subscription agreementSubscription Agreement; _________ _________ p. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item E2 E.2 is checked);
; _________ _________ q. understands has been informed that execution of the attached Promissory Note and Security Agreement will allow FUEL Highwater Ethanol or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and
and _________ _________ r. acknowledges that FUEL Highwater Ethanol may retain possession of certificates representing subscriber’s Units units to perfect its security interest in those Unitsunits. Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of Officer Signature of Joint Individual Subscriber
Appears in 1 contract
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and by signing and dating this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) By signing below the subscriber represents and warrants to FUEL that he, she or it:
a. has received a copy of FUEL’s Prospectus dated [DATE] and the exhibits thereto;
b. has been informed that the Units of FUEL are offered and sold in reliance upon a federal securities registration; Alabama, Florida and Georgia; and exemptions from securities registrations in various other states, and understands that the Units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability;
c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the Alabama, Florida and Georgia and that FUEL is relying in part upon the representations of the undersigned Subscriber contained herein;
d. has been informed that the securities subscribed for have not been approved or disapproved by the Alabama, Florida and Georgia Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
e. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person;
f. understands that there is no present market for FUEL’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units;
g. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units;
h. has received a copy of the FUEL’s Amended and Restated Operating Agreement, dated____dated December 14, 2005, and understands that upon closing the escrow by FUEL, the subscriber and the membership units will be bound by the provisions of the Amended and Restated Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units;
i. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the FUEL’s Amended and Restated Operating Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Amended and Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;
j. meets the suitability test marked in Item 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
k. understands that FUEL will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of FUEL in their sole discretion: THE UNITS REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (i) A REGISTRATION UNDER THE SECURITIES ACT OF 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, ESTABLISHED TO THE SATISFACTION OF COUSNESL TO THE COMPANY. ADDITIONALLY, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLD, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED IN THE OPERATING AGREEMENT OF THE COMPANY. COPIES OF THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY.
l. understands that, to enforce the above legend, FUEL may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units;
m. has examined the information presented in the prospectus and exhibits and is competent to evaluate and establish that the investment is consistent with the subscriber’s risk tolerance and investment goals such that the subscriber can bear the economic risk of the purchase of Units including the total loss of the undersigned’s investment; n. may not transfer or assign this subscription agreement, or any of the subscriber’s interest herein;
o. has written his, her, or its correct taxpayer identification number under Item E2 on this subscription agreement; ;
p. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item E2 is checked);
q. understands that execution of the attached Promissory Note and Security Agreement will allow FUEL or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and
r. acknowledges that FUEL may retain possession of certificates representing subscriber’s Units to perfect its security interest in those Units. Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of Officer Signature of Joint Individual Subscriber
Appears in 1 contract
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and by signing sign and dating date this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) By signing below the subscriber represents and warrants to FUEL Siouxland that he, she or it:
a. has received a copy of FUEL’s Siouxland's Prospectus dated [DATEDATE OF EFFECTIVENESS] and the exhibits thereto;
b. has been informed that the Units of FUEL Siouxland are offered and sold in reliance upon a federal securities registration; AlabamaNebraska, Florida South Dakota, and GeorgiaIowa securities registrations; and exemptions from securities registrations in various other states, and understands that the Units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability;
c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the AlabamaStates of Nebraska, Florida South Dakota and Georgia Iowa, and that FUEL Siouxland is relying in part upon the representations of the undersigned Subscriber contained herein;
d. has been informed that the securities subscribed for have not been approved or disapproved by the AlabamaNebraska, Florida and Georgia South Dakota or Iowa Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
e. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person;
f. understands that there is no present market for FUEL’s Siouxland's membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units;
g. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units;
h. has received a copy of the FUEL’s Siouxland Amended and Restated Operating Agreement, dated____dated February 24, 2005, and understands that upon closing the escrow by FUELSiouxland, the subscriber and the membership units will be bound by the provisions of the Amended and Restated Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units;
i. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the FUEL’s Siouxland Amended and Restated Operating Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Amended and Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;
j. meets the suitability test marked in Item 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
k. understands that FUEL Siouxland will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of FUEL Siouxland in their sole discretion: THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (i) A AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE STATE AND FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT AS AGREED TO BY EACH MEMBER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT 1933, AS AMENDED, AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, ESTABLISHED OR AN OPINION OF COUNSEL SATISFACTORY TO THE SATISFACTION COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF COUSNESL TO THE COMPANY. ADDITIONALLY1933, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLDAS AMENDED, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED IN THE OPERATING AGREEMENT OF THE COMPANY. COPIES OF THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANYAND UNDER APPLICABLE STATE SECURITIES LAWS.
l. understands that, to enforce the above legend, FUEL Siouxland may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units;
m. has examined knowledge and experience in business and financial matters as to be able to evaluate the information presented merits and risks of an investment in the prospectus and exhibits and is competent to evaluate and establish Units, believes that the investment in Units is consistent with the subscriber’s risk tolerance and investment goals such that suitable for the subscriber and can bear the economic risk of the purchase of Units including the total loss of the undersigned’s 's investment; ;
n. may not transfer or assign this subscription agreement, or any of the subscriber’s 's interest herein;
o. has written his, her, or its correct taxpayer identification number under Item E2 3 on this subscription agreement; ;
p. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service (“"IRS”") that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item E2 2 is checked);
q. understands that execution of the attached Promissory Note and Security Agreement will allow FUEL Siouxland or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and
r. acknowledges Acknowledges that FUEL Siouxland may retain possession of certificates representing subscriber’s 's Units to perfect its security interest in those Units. SIGNATURE OF SUBSCRIBER/ JOINT SUBSCRIBER: DATE: __________________ INDIVIDUALS: ENTITIES: ------------------------------------- ---------------------------------------- Name of Individual Subscriber (Please Print) Name of Entity (Please Print) (Please Print) ------------------------------------- ---------------------------------------- Signature of Individual Print Name and Title of Officer ------------------------------------- ---------------------------------------- Name of Joint Individual Subscriber Signature of Officer (Please Print) Signature of Officer ------------------------------------- Signature of Joint Individual SubscriberSubscriber ACCEPTANCE OF SUBSCRIPTION BY SIOUXLAND ETHANOL, LLC: Siouxland Ethanol, LLC hereby accepts the subscription for the above Units. Dated this ___________ day of _______________________, 200___. SIOUXLAND ETHANOL, LLC By: --------------------------------- Its: -------------------------------- PROMISSORY NOTE AND SECURITY AGREEMENT Date of Subscription Agreement: ______________________________, 200__. $10,000 PER UNIT MINIMUM INVESTMENT OF 2 UNITS ($20,000), 1 UNIT INCREMENTS THEREAFTER ($10,000) Number of Units subscribed --------------- Total Purchase Price ($10,000 per Unit multiplied by number of --------------- Units subscribed)
Appears in 1 contract
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and by signing sign and dating date this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) By signing below the subscriber represents and warrants to FUEL Advanced BioEnergy that he, she or it:
a. has received a copy of FUEL’s Advanced BioEnergy's Prospectus dated [DATE] __________ and the exhibits thereto;
; b. has been informed that the Units of FUEL Advanced BioEnergy are offered and sold in reliance upon a federal securities registration; AlabamaNebraska, South Dakota, Iowa, Texas and Florida and Georgiasecurities registrations; and exemptions from securities registrations in various other states, and understands that the Units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability;
; c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the AlabamaStates of Nebraska, Florida South Dakota, Iowa, Texas and Georgia Florida, and that FUEL Advanced BioEnergy is relying in part upon the representations of the undersigned Subscriber contained herein;
; d. has been informed that the securities subscribed for have not been approved or disapproved by the AlabamaNebraska, South Dakota, Iowa, Texas and Florida and Georgia Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
; e. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person;
f. understands that there is no present market for FUEL’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units;
g. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units;
h. has received a copy of the FUEL’s Amended and Restated Operating Agreement, dated____, 2005, and understands that upon closing the escrow by FUEL, the subscriber and the membership units will be bound by the provisions of the Amended and Restated Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units;
i. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the FUEL’s Amended and Restated Operating Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Amended and Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;
j. meets the suitability test marked in Item 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
k. understands that FUEL will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of FUEL in their sole discretion: THE UNITS REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (i) A REGISTRATION UNDER THE SECURITIES ACT OF 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, ESTABLISHED TO THE SATISFACTION OF COUSNESL TO THE COMPANY. ADDITIONALLY, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLD, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED IN THE OPERATING AGREEMENT OF THE COMPANY. COPIES OF THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY.
l. understands that, to enforce the above legend, FUEL may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units;
m. has examined the information presented in the prospectus and exhibits and is competent to evaluate and establish that the investment is consistent with the subscriber’s risk tolerance and investment goals such that the subscriber can bear the economic risk of the purchase of Units including the total loss of the undersigned’s investment; n. may not transfer or assign this subscription agreement, or any of the subscriber’s interest herein;
o. has written his, her, or its correct taxpayer identification number under Item E2 on this subscription agreement; p. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item E2 is checked);
q. understands that execution of the attached Promissory Note and Security Agreement will allow FUEL or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and
r. acknowledges that FUEL may retain possession of certificates representing subscriber’s Units to perfect its security interest in those Units. Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of Officer Signature of Joint Individual Subscriber
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Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and by signing and dating this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) (Joint initials) By signing below the subscriber represents and warrants to FUEL East Coast that he, she or it:
a. has received a copy of FUEL’s East Coast's Prospectus dated [DATEDATE OF EFFECTIVENESS] and the exhibits theretothereto or has received notice that this sale has been made pursuant to a registration statement in which a final prospectus would have been required to have been delivered in the absence of Rule 172;
b. has been informed that the Units units of FUEL East Coast are offered and sold in reliance upon a federal securities registration; Alabamastate registrations in Florida, Florida Maryland, New York, South Carolina, North Carolina, Virginia, Georgia and GeorgiaTennessee; and exemptions from securities registrations in various other states, and understands that the Units units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability;
c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the AlabamaFlorida, Florida and Maryland, New York, South Carolina, North Carolina, Virginia, Georgia and Tennessee and that FUEL East Coast is relying in part upon the representations of the undersigned Subscriber contained herein;
d. has been informed that the securities subscribed for have not been approved or disapproved by the AlabamaSEC, Florida or the Florida, Maryland, New York, South Carolina, North Carolina, Virginia, Georgia and Georgia Tennessee Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
e. intends to acquire the Units units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units units or any portion thereof to any other person;
f. understands that there is no present market for FUEL’s East Coast's membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units;
g. has been encouraged to rely upon seek the advice of his legal counsel and accountants or other financial advisers with respect to the investor-specific tax and and/or other considerations relating to the purchase and ownership of units;
h. has received a copy of the FUEL’s Amended and Restated East Coast Operating Agreement, dated____dated July 27, 20052007, and understands that upon closing the escrow by FUELEast Coast, the subscriber and the membership units will be bound by the provisions of the Amended and Restated Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units;
i. understands that the Units units are subject to substantial restrictions on transfer under state certain tax and securities laws along with restrictions in the FUEL’s Amended and Restated East Coast Operating Agreement Agreement, and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Amended and Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state tax and securities laws;
j. meets the suitability test marked in Item 5 E.5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
k. understands that FUEL East Coast will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of FUEL East Coast in their sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH DOCUMENT IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, TRANSFEREE OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (i) A REGISTRATION UNDER THE SECURITIES ACT OF 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, ESTABLISHED TO THE SATISFACTION OF COUSNESL TO EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, THE COMPANY. ADDITIONALLY, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLD, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME. COPIES THE UNITS REPRESENTED BY THIS DOCUMENT MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE PRINCIPAL OFFICE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF THE COMPANY1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS.
l. understands that, to enforce the above legend, FUEL East Coast may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units;
m. has examined the information presented in the prospectus and exhibits and is competent to evaluate and establish that the investment is consistent with the subscriber’s risk tolerance and investment goals such that the subscriber can bear the economic risk of the purchase of Units including the total loss of the undersigned’s investment; n. may not transfer or assign this subscription agreementSubscription Agreement, or any of the subscriber’s 's interest hereinherein without the prior written consent of East Coast;
o. n. has written his, her, or its correct taxpayer identification number under Item E2 E.2 on this subscription agreementSubscription Agreement; p. o. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service (“"IRS”") that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item E2 E.2 is checked);
q. p. understands that execution of the attached Promissory Note and Security Agreement will allow FUEL East Coast or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and
r. and q. acknowledges that FUEL East Coast may retain possession of certificates representing subscriber’s Units units to perfect its security interest in those Unitsunits. Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of Officer Signature of Joint Individual Subscriber East Coast Ethanol, LLC hereby accepts Subscriber's subscription for ______ units. Dated this _______ day of ____________________, 200_. Its: Date of Subscription Agreement: ___________________________________, 200_. Number of Units Subscribed Total Purchase Price ($15,000 per unit multiplied by number of units subscribed)
Appears in 1 contract
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and by signing sign and dating date this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) By signing below the subscriber Subscriber represents and warrants to FUEL the Company that he, she or it:
a. has received a copy of FUELthe Company’s Prospectus dated [DATEeffective date] and the all exhibits thereto;
b. has been informed that the Units of FUEL the Company are offered and sold in reliance upon upon: (i) a federal securities registration; Alabamaand (ii) Iowa, Florida Kansas, Nebraska, Missouri and Georgia; and exemptions from securities registrations in South Dakota (and, potentially, various other states, and ) securities registrations;
c. understands that the Units to be issued subscribed for pursuant to this subscription agreement Subscription Agreement can only be sold to a person meeting requirements of suitability;
c. d. has been informed that the securities purchased Units subscribed for pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the AlabamaStates of Iowa, Florida Kansas, Nebraska, Missouri and Georgia South Dakota (and, potentially, various other states), and that FUEL the Company is relying in part upon the representations of the undersigned Subscriber contained herein;
d. e. has been informed that the securities Units subscribed for pursuant to this Subscription Agreement have not been approved or disapproved by the AlabamaIowa, Florida Kansas, Nebraska, Missouri and Georgia South Dakota (and, potentially, various other states) Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
e. f. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other personperson or entity;
f. g. understands that that: (i) there is no present market for FUELthe Company’s membership units, that Units; (ii) the membership units Units will not trade on an exchange or automatic quotation system, that ; (iii) no such market is expected to develop in the future future; and that (iv) there are significant restrictions on the transferability of the membership unitsUnits;
g. h. has been encouraged to rely upon the advice of his his/her/its legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of unitsUnits;
h. i. has received a copy of the FUELCompany’s Amended and Restated Operating Agreement, dated_dated January ___, 20052007, and understands that upon closing the escrow by FUELthe Company, the subscriber Subscriber and the membership units Units will be bound by the provisions of the Amended and Restated Operating Agreement which containsAgreement, including, among other thingsothers, provisions that restrict restricting the transfer of membership unitsUnits;
i. j. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with in addition to the restrictions contained in the FUELCompany’s Amended and Restated Operating Agreement Agreement, and agrees that if the membership units Units or any part thereof are sold or distributed in the future, the subscriber Subscriber shall sell or distribute them pursuant to only in strict accordance with the terms of the Amended and Restated Company’s Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;
j. k. meets the suitability test marked in Item numbered paragraph 5 above of Section E of this Subscription Agreement, and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
k. l. understands that FUEL the Company will place a restrictive legend on any certificate representing any unit Units, containing substantially the following language as the same may be amended by the Company’s Directors of FUEL in their sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY AND NO ASSIGNEE, VENDEE, TRANSFEREE, TRANSFEREE OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (i) A REGISTRATION UNDER THE SECURITIES ACT OF 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, ESTABLISHED TO THE SATISFACTION OF COUSNESL TO EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE FEDERAL AND STATE LAW AND THE COMPANY. ADDITIONALLY, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLD, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME. COPIES THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE PRINCIPAL OFFICE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF THE COMPANY1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS.
l. m. understands that, to enforce the above legend, FUEL the Company may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership unitsUnits;
m. n. has examined sufficient knowledge and experience in business and financial matters so as to be able to evaluate the information presented merits and risks of an investment in the prospectus and exhibits and is competent to evaluate and establish Units;
o. believes that the investment in Units is consistent with suitable for the subscriber’s risk tolerance Subscriber and investment goals such that the subscriber he/she/it can bear the economic risk of the purchase of Units Units, including the total loss of the undersigned’s his/her/its investment; n. ;
p. may not transfer or assign this subscription agreementSubscription Agreement, or any of the subscriberSubscriber’s interest herein;
o. q. has written his, /her, or /its correct taxpayer identification number under Item E2 on numbered paragraph 2 in Section E of this subscription agreement; p. Subscription Agreement;
r. is not subject to back up withholding withholding, either because he, she or it the Subscriber has not been notified by the Internal Revenue Service (“IRS”) that he, she or /she/it is subject to backup withholding as a result of a failure to report all interest or dividends, or because the IRS has notified him, her or the Subscriber that he/she/it that he is no longer subject to backup withholding (Note this clause (pr) should be crossed out if the backup withholding box in Item E2 numbered paragraph 2 of Section E of this Subscription Agreement is checked);
q. s. understands that execution of the attached Promissory Note and Security Agreement on page 7 of this Subscription Agreement will allow FUEL or the Company and its successors and assigns to pursue the obligor Subscriber for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor Subscriber in the event that the subscriber Subscriber defaults on that Promissory Note and Security Agreement; and
r. t. acknowledges that FUEL the Company may retain possession of certificates representing subscriberthe Subscriber’s Units to perfect its security interest in those Units. Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of Officer Signature of Joint Individual Subscriber
Appears in 1 contract
Samples: Subscription Agreement (Amaizing Energy Holding Company, LLC)
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and by signing and dating this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) (Joint initials) By signing below the subscriber represents and warrants to FUEL E Energy Axxxx that he, she or it:
a. has received a copy of FUELCardinal Ethanol’s Prospectus dated [DATEeffective date] and the exhibits theretothereto or has received notice that this sale has been made pursuant to a registration statement in which a final prospectus would have been required to have been delivered in the absence of Rule 172;
b. has been informed that the Units units of FUEL Cardinal Ethanol are offered and sold in reliance upon a federal securities registration; Alabamastate registrations in Florida, Florida Georgia, Illinois, Indiana, Kentucky, Michigan, Ohio, and GeorgiaTennessee; and exemptions from securities registrations in various other states, and understands that the Units units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability;
c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the AlabamaFlorida, Florida Georgia, Illinois, Indiana, Kentucky, Michigan, Ohio, and Georgia Tennessee and that FUEL Cardinal Ethanol is relying in part upon the representations of the undersigned Subscriber contained herein;
d. has been informed that the securities subscribed for have not been approved or disapproved by the AlabamaSEC, Florida or the Florida, Georgia, Illinois, Indiana, Kentucky, Michigan, Ohio, and Georgia Tennessee Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
e. intends to acquire the Units units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units units or any portion thereof to any other person;
f. understands that there is no present market for FUELCardinal Ethanol’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units;
g. has been encouraged to rely upon seek the advice of his legal counsel and accountants or other financial advisers with respect to the investor-specific tax and and/or other considerations relating to the purchase and ownership of units;
h. has received a copy of the FUEL’s Cardinal Ethanol Second Amended and Restated Operating Agreement, dated____dated February 1, 20052006, and understands that upon closing the escrow by FUELCardinal Ethanol, the subscriber and the membership units will be bound by the provisions of the Second Amended and Restated Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units;
i. understands that the Units units are subject to substantial restrictions on transfer under state certain tax and securities laws along with restrictions in the FUEL’s Cardinal Ethanol Second Amended and Restated Operating Agreement Agreement, and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Second Amended and Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state tax and securities laws;
j. meets the suitability test marked in Item 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
k. understands that FUEL Cardinal Ethanol will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors Governors of FUEL Cardinal Ethanol in their sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY AND NO ASSIGNEE, VENDEE, TRANSFEREE, TRANSFEREE OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (i) A AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE FEDERAL AND STATE LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT 1933, AS AMENDED, AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, ESTABLISHED OR AN OPINION OF COUNSEL SATISFACTORY TO THE SATISFACTION COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF COUSNESL TO THE COMPANY. ADDITIONALLY1933, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLDAS AMENDED, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED IN THE OPERATING AGREEMENT OF THE COMPANY. COPIES OF THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANYAND UNDER APPLICABLE STATE SECURITIES LAWS.
l. understands that, to enforce the above legend, FUEL Cardinal Ethanol may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units;
m. understands that, to enforce the above legend, Cardinal Ethanol may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units;
n. has examined knowledge and experience in business and financial matters as to be able to evaluate the information presented merits and risks of an investment in the prospectus and exhibits and is competent to evaluate and establish units, believes that the investment in units is consistent with the subscriber’s risk tolerance and investment goals such that suitable for the subscriber and can bear the economic risk of the purchase of Units units including the total loss of the undersigned’s investment; n. ;
o. may not transfer or assign this subscription agreement, or any of the subscriber’s interest herein;
o. p. has written his, her, or its correct taxpayer identification number under Item E2 E.2 on this subscription agreement; p. ;
q. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item E2 E.2 is checked);
q. r. understands that execution of the attached Promissory Note and Security Agreement will allow FUEL Cardinal Ethanol or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and
r. s. acknowledges that FUEL Cardinal Ethanol may retain possession of certificates representing subscriber’s Units to perfect its security interest in those Unitsunits. Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of Officer Signature of Joint Individual Subscriber
Appears in 1 contract
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and by signing sign and dating date this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) By signing below the subscriber represents and warrants to FUEL Agassiz Energy that he, she or it:
a. has received a copy of FUELAgassiz Energy’s Prospectus dated [DATEeffective date] and the exhibits thereto;
b. has been informed that the Units of FUEL Agassiz Energy are offered and sold in reliance upon a federal securities registration; AlabamaSouth Dakota, Florida North Dakota and GeorgiaMinnesota securities registrations; and exemptions from securities registrations in various other states, and understands that the Units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability;
c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the AlabamaStates of South Dakota, Florida North Dakota and Georgia Minnesota, and that FUEL Agassiz Energy is relying in part upon the representations of the undersigned Subscriber contained herein;
d. has been informed that the securities subscribed for have not been approved or disapproved by the AlabamaSouth Dakota, Florida and Georgia North Dakota or Minnesota Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
e. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person;
f. understands that there is no present market for FUELAgassiz Energy’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units;
g. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units;
h. has received a copy of the FUEL’s Amended and Restated Operating Agassiz Energy Member Control Agreement, dated____dated March 31, 20052006, and understands that upon closing the escrow by FUELAgassiz Energy, the subscriber and the membership units will be bound by the provisions of the Amended and Restated Operating Member Control Agreement which contains, among other things, provisions that restrict the transfer of membership units;
i. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the FUEL’s Amended and Restated Operating Agassiz Energy Member Control Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Amended and Restated Operating Member Control Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;
j. meets the suitability test marked in Item 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
k. understands that FUEL Agassiz Energy will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors Governors of FUEL Agassiz Energy in their sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY AND NO ASSIGNEE, VENDEE, TRANSFEREE, TRANSFEREE OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (i) A AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE FEDERAL AND STATE LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE MEMBER CONTROL AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT 1933, AS AMENDED, AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, ESTABLISHED OR AN OPINION OF COUNSEL SATISFACTORY TO THE SATISFACTION COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF COUSNESL TO THE COMPANY. ADDITIONALLY1933, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLDAS AMENDED, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED IN THE OPERATING AGREEMENT OF THE COMPANY. COPIES OF THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANYAND UNDER APPLICABLE STATE SECURITIES LAWS.
l. understands that, to enforce the above legend, FUEL Agassiz Energy may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units;
m. has examined knowledge and experience in business and financial matters as to be able to evaluate the information presented merits and risks of an investment in the prospectus and exhibits and is competent to evaluate and establish Units, believes that the investment in Units is consistent with the subscriber’s risk tolerance and investment goals such that suitable for the subscriber and can bear the economic risk of the purchase of Units including the total loss of the undersigned’s investment; ;
n. may not transfer or assign this subscription agreement, or any of the subscriber’s interest herein;
o. has written his, her, or its correct taxpayer identification number under Item E2 E.2 on this subscription agreement; ;
p. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item E2 E.2 is checked);
q. understands that execution of the attached Promissory Note and Security Agreement will allow FUEL Agassiz Energy or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and
r. acknowledges that FUEL Agassiz Energy may retain possession of certificates representing subscriber’s Units to perfect its security interest in those Units. Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of Officer Signature of Joint Individual Subscriber.
Appears in 1 contract
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and by signing sign and dating date this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) By signing below the subscriber represents and warrants to FUEL Cardinal Ethanol that he, she or it:
a. has received a copy of FUELCardinal Ethanol’s Prospectus dated [DATEeffective date] and the exhibits thereto;
b. has been informed that the Units of FUEL Cardinal Ethanol are offered and sold in reliance upon a federal securities registration; AlabamaFlorida, Florida Georgia, Illinois, Indiana, Kentucky, Michigan, Ohio, and GeorgiaTennessee securities registrations; and exemptions from securities registrations in various other states, and understands that the Units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability;
c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the AlabamaStates of Florida, Florida Georgia, Illinois, Indiana, Kentucky, Michigan, Ohio, and Georgia Tennessee, and that FUEL Cardinal Ethanol is relying in part upon the representations of the undersigned Subscriber contained herein;
d. has been informed that the securities subscribed for have not been approved or disapproved by the AlabamaFlorida, Florida Georgia, Illinois, Indiana, Kentucky, Michigan, Ohio, and Georgia Tennessee Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
e. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person;
f. understands that there is no present market for FUELCardinal Ethanol’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units;
g. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units;
h. has received a copy of the FUEL’s Cardinal Ethanol Second Amended and Restated Operating Agreement, dated____dated February 1, 20052006, and understands that upon closing the escrow by FUELCardinal Ethanol, the subscriber and the membership units will be bound by the provisions of the Second Amended and Restated Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units;
i. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the FUEL’s Cardinal Ethanol Second Amended and Restated Operating Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Second Amended and Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;
j. meets the suitability test marked in Item 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
k. understands that FUEL Cardinal Ethanol will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors Governors of FUEL Cardinal Ethanol in their sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY AND NO ASSIGNEE, VENDEE, TRANSFEREE, TRANSFEREE OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (i) A AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE FEDERAL AND STATE LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT 1933, AS AMENDED, AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, ESTABLISHED OR AN OPINION OF COUNSEL SATISFACTORY TO THE SATISFACTION COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF COUSNESL TO THE COMPANY. ADDITIONALLY1933, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLDAS AMENDED, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED IN THE OPERATING AGREEMENT OF THE COMPANY. COPIES OF THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANYAND UNDER APPLICABLE STATE SECURITIES LAWS.
l. understands that, to enforce the above legend, FUEL Cardinal Ethanol may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units;
m. has examined knowledge and experience in business and financial matters as to be able to evaluate the information presented merits and risks of an investment in the prospectus and exhibits and is competent to evaluate and establish Units, believes that the investment in Units is consistent with the subscriber’s risk tolerance and investment goals such that suitable for the subscriber and can bear the economic risk of the purchase of Units including the total loss of the undersigned’s investment; ;
n. may not transfer or assign this subscription agreement, or any of the subscriber’s interest herein;
o. has written his, her, or its correct taxpayer identification number under Item E2 E.2 on this subscription agreement; ;
p. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item E2 E.2 is checked);
q. understands that execution of the attached Promissory Note and Security Agreement will allow FUEL Cardinal Ethanol or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and
r. acknowledges that FUEL Cardinal Ethanol may retain possession of certificates representing subscriber’s Units to perfect its security interest in those Units. Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of Officer Signature of Joint Individual Subscriber
Appears in 1 contract
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and by signing and dating this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) (Joint initials) By signing below the subscriber represents and warrants to FUEL Highwater Ethanol that he, she or it:
a. has received a copy of FUELHighwater Ethanol’s Prospectus dated [DATEDATE OF EFFECTIVENESS] and the exhibits theretothereto or has received notice that this sale has been made pursuant to a registration statement in which a final prospectus would have been required to have been delivered in the absence of Rule 172;
b. has been informed that the Units units of FUEL Highwater Ethanol are offered and sold in reliance upon a federal securities registration; Alabamastate registrations in Arkansas, Florida Florida, Georgia, Illinois, Iowa, Kansas, Louisiana, Minnesota, Missouri, South Dakota, and GeorgiaWisconsin; and exemptions from securities registrations in various other states, and understands that the Units units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability;
c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the AlabamaArkansas, Florida Florida, Georgia, Illinois, Iowa, Kansas, Louisiana, Minnesota, Missouri, South Dakota, and Georgia Wisconsin and that FUEL Highwater Ethanol is relying in part upon the representations of the undersigned Subscriber contained herein;
d. has been informed that the securities subscribed for have not been approved or disapproved by the AlabamaSEC, Florida or the Arkansas, Florida, Georgia, Illinois, Iowa, Kansas, Louisiana, Minnesota, Missouri, South Dakota, and Georgia Wisconsin Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
e. intends to acquire the Units units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units units or any portion thereof to any other person;
f. understands that there is no present market for FUELHighwater Ethanol’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units;
g. has been encouraged to rely upon seek the advice of his legal counsel and accountants or other financial advisers with respect to the investor-specific tax and and/or other considerations relating to the purchase and ownership of units;
h. has received a copy of the FUEL’s Amended and Restated Operating Highwater Ethanol Member Control Agreement, dated____dated May 4, 20052006, and understands that upon closing the escrow by FUELHighwater Ethanol, the subscriber and the membership units will be bound by the provisions of the Amended and Restated Operating Member Control Agreement which contains, among other things, provisions that restrict the transfer of membership units;
i. understands that the Units units are subject to substantial restrictions on transfer under state certain tax and securities laws along with restrictions in the FUEL’s Amended and Restated Operating Agreement Highwater Ethanol Member Control Agreement, and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Amended and Restated Operating Member Control Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state tax and securities laws;
j. meets the suitability test marked in Item 5 E.5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
k. understands that FUEL Highwater Ethanol will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors Governors of FUEL Highwater Ethanol in their sole discretion: THE TRANSFERABILITY OF THE COMPANY UNITS REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH DOCUMENT IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (i) A AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, THE TERMS AND CONDITIONS SET FORTH IN THE MEMBER CONTROL AGREEMENT AND AGREED TO BY EACH MEMBER. THE UNITS REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT 1933, AS AMENDED, AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, ESTABLISHED TO THE SATISFACTION OF COUSNESL TO THE COMPANY. ADDITIONALLY, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLD, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED IN THE OPERATING AGREEMENT OF THE COMPANY. COPIES OF THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY.
l. understands that, to enforce the above legend, FUEL Highwater Ethanol may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units;
m. has examined the information presented in the prospectus and exhibits and is competent to evaluate and establish that the investment is consistent with the subscriber’s risk tolerance and investment goals such that the subscriber can bear the economic risk of the purchase of Units including the total loss of the undersigned’s investment; n. may not transfer or assign this subscription agreementSubscription Agreement, or any of the subscriber’s interest hereinherein without the prior written consent of Highwater Ethanol;
o. n. has written his, her, or its correct taxpayer identification number under Item E2 E.2 on this subscription agreement; p. Subscription Agreement;
o. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item E2 E.2 is checked);
q. p. understands that execution of the attached Promissory Note and Security Agreement will allow FUEL Highwater Ethanol or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and
r. and q. acknowledges that FUEL Highwater Ethanol may retain possession of certificates representing subscriber’s Units units to perfect its security interest in those Units. Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of Officer Signature of Joint Individual Subscriberunits.
Appears in 1 contract
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and by signing sign and dating date this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) By signing below the subscriber represents and warrants to FUEL Agassiz Energy that he, she or it:
a. has received a copy of FUELAgassiz Energy’s Prospectus dated [DATEeffective date] and the exhibits thereto;
b. has been informed that the Units of FUEL are offered and sold in reliance upon a federal securities registration; Alabama, Florida and Georgia; and exemptions from securities registrations in various other states, and understands that the Units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability;
c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the Alabama, Florida and Georgia and that FUEL is relying in part upon the representations of the undersigned Subscriber contained herein;
d. has been informed that the securities subscribed for have not been approved or disapproved by the Alabama, Florida and Georgia Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
e. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person;
f. c. understands that there is no present market for FUELAgassiz Energy’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units;
g. d. has been encouraged to rely upon seek the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units;
h. e. has received a copy of the FUEL’s Agassiz Energy Amended and Restated Operating Member Control Agreement, dated____dated March 31, 20052006, and understands that upon closing the escrow by FUELAgassiz Energy, the subscriber and the membership units will be bound by the provisions of the Amended and Restated Operating Member Control Agreement which contains, among other things, provisions that restrict the transfer of membership units;
i. f. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the FUEL’s Amended and Restated Operating Agassiz Energy Member Control Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Amended and Restated Operating Member Control Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;
j. g. meets the suitability test marked in Item 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investmentabove;
k. h. understands that FUEL Agassiz Energy will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors Governors of FUEL Agassiz Energy in their sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY AND NO ASSIGNEE, VENDEE, TRANSFEREE, TRANSFEREE OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (i) A AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE FEDERAL AND STATE LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE MEMBER CONTROL AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT 1933, AS AMENDED, AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, ESTABLISHED OR AN OPINION OF COUNSEL SATISFACTORY TO THE SATISFACTION COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF COUSNESL TO THE COMPANY. ADDITIONALLY1933, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLDAS AMENDED, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED IN THE OPERATING AGREEMENT OF THE COMPANY. COPIES OF THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANYAND UNDER APPLICABLE STATE SECURITIES LAWS.
l. understands that, to enforce the above legend, FUEL may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units;
m. has examined the information presented in the prospectus and exhibits and is competent to evaluate and establish that the investment is consistent with the subscriber’s risk tolerance and investment goals such that the subscriber can bear the economic risk of the purchase of Units including the total loss of the undersigned’s investment; n. i. may not transfer or assign this subscription agreement, or any of the subscriber’s interest herein;
o. j. has written his, her, or its correct taxpayer identification number under Item E2 E.2 on this subscription agreement; p. ;
k. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item E2 E.2 is checked);
q. l. understands that execution of the attached Promissory Note and Security Agreement will allow FUEL Agassiz Energy or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and
r. m. acknowledges that FUEL Agassiz Energy may retain possession of certificates representing subscriber’s Units to perfect its security interest in those Units. Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of Officer Signature of Joint Individual Subscriber.
Appears in 1 contract
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and by signing sign and dating date this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) By signing below the subscriber represents and warrants to FUEL Advanced BioEnergy that he, she or it:
a. has received a copy of FUELAdvanced BioEnergy’s Prospectus dated [DATE] , 2006 and the exhibits thereto;
b. has been informed that the Units of FUEL Advanced BioEnergy are offered and sold in reliance upon a federal securities registration; AlabamaColorado, Missouri, Nebraska, South Dakota, Iowa, Wisconsin, Kansas, Kentucky and Florida and Georgiasecurities registrations; and exemptions from securities registrations in various other states, and understands that the Units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability;
c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the AlabamaStates of Colorado, Florida Missouri, Nebraska, South Dakota, Iowa, Wisconsin, Kansas and Georgia Florida, and that FUEL Advanced BioEnergy is relying in part upon the representations of the undersigned Subscriber contained herein;
d. has been informed that the securities subscribed for have not been approved or disapproved by the AlabamaColorado, Missouri, Nebraska, South Dakota, Iowa, Wisconsin, Kansas, Kentucky and Florida and Georgia Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
e. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person;
f. understands that there is no present market for FUELAdvanced BioEnergy’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units;
g. has been encouraged to rely upon seek the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units;
h. has received a copy of the FUEL’s Amended and Restated Advanced BioEnergy Operating Agreement, dated____dated June 30, 2005, and understands that upon closing the escrow by FUELAdvanced BioEnergy, the subscriber and the membership units will be bound by the provisions of the Amended and Restated Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units;
i. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the FUEL’s Amended and Restated Advanced BioEnergy Operating Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Amended and Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;
j. meets the suitability test marked in Item 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
k. understands that FUEL Advanced BioEnergy will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of FUEL Advanced BioEnergy in their sole discretion: THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (i) A AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE STATE AND FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT AS AGREED TO BY EACH MEMBER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT 1933, AS AMENDED, AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, ESTABLISHED OR AN OPINION OF COUNSEL SATISFACTORY TO THE SATISFACTION COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF COUSNESL TO THE COMPANY. ADDITIONALLY1933, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLDAS AMENDED, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED IN THE OPERATING AGREEMENT OF THE COMPANY. COPIES OF THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANYAND UNDER APPLICABLE STATE SECURITIES LAWS.
l. understands that, to enforce the above legend, FUEL Advanced BioEnergy may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units;
m. has examined the information presented in the prospectus and exhibits and is competent to evaluate and establish that the investment is consistent with the subscriber’s risk tolerance and investment goals such that the subscriber can bear the economic risk of the purchase of Units including the total loss of the undersigned’s investment; n. may not transfer or assign this subscription agreement, or any of the subscriber’s interest herein;
o. n. has written his, her, or its correct taxpayer identification number under Item E2 E.2 on this subscription agreement; p. ;
o. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item E2 2 is checked);
q. p. understands that execution of the attached Promissory Note and Security Agreement will allow FUEL Advanced BioEnergy or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and
r. acknowledges q. Acknowledges that FUEL Advanced BioEnergy may retain possession of certificates representing subscriber’s Units to perfect its security interest in those Units. Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of Officer Signature of Joint Individual Subscriber
Appears in 1 contract
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and by signing sign and dating date this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) By signing below the subscriber represents and warrants to FUEL NEK-SEN that he, she or it:
a. has received a copy of FUELNEK-SEN’s Prospectus dated [DATEeffective date] and the all exhibits thereto;
b. has been informed that the Units of FUEL NEK-SEN are offered and sold in reliance upon a federal securities registration; AlabamaIowa, Florida Kansas, Missouri, Nebraska and GeorgiaSouth Dakota securities registrations; and exemptions from securities registrations in various other states, and understands that the Units to be issued pursuant to this subscription agreement Subscription Agreement can only be sold to a person meeting requirements of suitability;
c. has been informed that the securities Units purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the Alabamastates of Iowa, Florida Kansas, Missouri, Nebraska and Georgia South Dakota, and that FUEL NEK-SEN is relying in part upon the representations of the undersigned Subscriber contained herein;
d. has been informed that the securities subscribed for have not been approved or disapproved by the AlabamaIowa, Florida and Georgia Kansas, Missouri, Nebraska or South Dakota Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
e. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person;
f. understands that there is no present market for FUELNEK-SEN’s membership unitsUnits, that the membership units Units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership unitsUnits;
g. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of unitsUnits;
h. has received a copy of the FUELNEK-SEN’s Amended and Restated Operating Agreement, dated____Agreement dated October 7, 2005, and all amendments thereto, and understands that upon closing the escrow by FUELNEK-SEN, the subscriber Subscriber and the membership units Units will be bound by the provisions of the Amended and Restated Operating Agreement Agreement, which contains, among other things, provisions that restrict the transfer of membership unitsUnits;
i. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with restrictions contained in the FUELNEK-SEN’s Amended and Restated Operating Agreement Agreement, and agrees that if the membership units Units or any part thereof are sold or distributed in the future, the subscriber Subscriber shall sell or distribute them only pursuant to the terms of the Amended and Restated NEK-SEN’s Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;
j. meets the suitability test marked in Item 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
k. understands that FUEL NEK-SEN will place a restrictive legend on any certificate representing any unit Unit containing substantially the following language as the same may be amended by the NEK-SEN’s Board of Directors of FUEL in their its sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY AND NO ASSIGNEE, VENDEE, TRANSFEREE, TRANSFEREE OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (i) A REGISTRATION UNDER THE SECURITIES ACT OF 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, ESTABLISHED TO THE SATISFACTION OF COUSNESL TO EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE FEDERAL AND STATE LAW AND THE COMPANY. ADDITIONALLY, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLD, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME. COPIES THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE PRINCIPAL OFFICE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF THE COMPANY1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS.
l. understands that, to enforce the above legend, FUEL NEK-SEN may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units;
m. has examined knowledge and experience in business and financial matters so as to be able to evaluate the information presented merits and risks of an investment in the prospectus and exhibits and is competent to evaluate and establish Units, believes that the investment in Units is consistent with suitable for the subscriber’s risk tolerance Subscriber and investment goals such that the subscriber Subscriber can bear the economic risk of the purchase of Units Units, including the total loss of the undersigned’s investment; ;
n. may not transfer or assign this subscription agreementSubscription Agreement, or any of the subscriberSubscriber’s interest herein;
o. has written his, her, or its correct taxpayer identification number under Item E2 on numbered paragraph E.2 of this subscription agreement; Subscription Agreement;
p. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item E2 numbered paragraph E.2 is checked);
q. understands that execution of the attached Promissory Note and Security Agreement will allow FUEL NEK-SEN or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber Subscriber defaults on that the Promissory Note and Security Agreement; and
r. acknowledges that FUEL NEK-SEN may retain possession of certificates representing subscriberthe Subscriber’s Units to perfect its security interest in those Units. Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of Officer Signature of Joint Individual Subscriber
Appears in 1 contract
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and by signing sign and dating date this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) By signing below the subscriber represents and warrants to FUEL UWGP that he, she or it:
a. has received a copy of FUEL’s Prospectus dated [DATE] and the exhibits thereto;
b. is familiar with and understands UWGP's Prospectus, and all modifications or supplements thereto ; c. has been informed that the Units of FUEL UWGP are offered and sold in reliance upon a federal securities registration; Alabama, Florida Illinois, Ohio and Georgia; Wisconsin securities registrations, and exemptions from securities registrations in various other states, and understands that the Units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability;
c. ; d. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the AlabamaStates of Illinois, Florida Ohio, and Georgia Wisconsin, and that FUEL UWGP is relying in part upon the representations of the undersigned Subscriber contained herein;
d. ; e. has been informed that the securities subscribed for have not been approved or disapproved by the AlabamaSecurities and Exchange Commission or the Illinois, Florida Ohio and Georgia Wisconsin Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
e. ; f. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person;
f. ; g. understands that there is no present market for FUEL’s UWGP's membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units;
g. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units;
; h. has received a copy of the FUEL’s Amended and Restated UWGP Operating Agreement, dated____, 2005, and understands that upon closing the escrow by FUELUWGP, the subscriber and the membership units will be bound by the provisions of the Amended and Restated Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units;
; i. understands that the Units are subject to substantial restrictions on transfer under federal and state securities laws along with restrictions in the FUEL’s Amended and Restated UWGP Operating Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Amended and Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;
; j. meets the suitability test marked in Item 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
; k. understands that FUEL UWGP will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of FUEL UWGP in their sole discretion: THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (i) A REGISTRATION UNDER AND TO THE SECURITIES ACT OF 1933 (as amended) WITH RESPECT TO EXTENT SUCH UNITS SHALL THEN BE SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER STRICT ACCORDANCE WITH, APPLICABLE STATE SECURITIES LAWS, ESTABLISHED TO AND FEDERAL LAW AND THE SATISFACTION OF COUSNESL TO THE COMPANY. ADDITIONALLY, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLD, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT OF THE COMPANY. COPIES OF THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANYAS AGREED TO BY EACH MEMBER.
l. understands that, to enforce the above legend, FUEL may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units;
m. has examined the information presented in the prospectus and exhibits and is competent to evaluate and establish that the investment is consistent with the subscriber’s risk tolerance and investment goals such that the subscriber can bear the economic risk of the purchase of Units including the total loss of the undersigned’s investment; n. may not transfer or assign this subscription agreement, or any of the subscriber’s interest herein;
o. has written his, her, or its correct taxpayer identification number under Item E2 on this subscription agreement; p. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item E2 is checked);
q. understands that execution of the attached Promissory Note and Security Agreement will allow FUEL or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and
r. acknowledges that FUEL may retain possession of certificates representing subscriber’s Units to perfect its security interest in those Units. Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of Officer Signature of Joint Individual Subscriber
Appears in 1 contract
Samples: Subscription Agreement (United Wisconsin Grain Producers LLC)
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and by signing sign and dating date this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) By signing below the subscriber represents and warrants to FUEL EKAE that he, she or it:
a. has received a copy of FUEL’s and is familiar with and understands EKAE's Prospectus, and all modifications or supplements thereto; b. has relied solely upon the Prospectus dated [DATE] and in evaluating the exhibits thereto;
b. purchase of the Units; c. has been informed that the Units of FUEL EKAE are offered and sold in reliance upon a federal securities registration; Alabama, Florida Kansas and Georgia; Missouri securities registrations, and exemptions from securities registrations in various other states, and understands that the Units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability;
c. ; d. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the AlabamaStates of Kansas and Missouri, Florida and Georgia and that FUEL EKAE is relying in part upon the representations of the undersigned Subscriber contained herein;
d. ; e. has been informed that the securities subscribed for have not been approved or disapproved by the Alabama, Florida Securities and Georgia Exchange Commission or the Kansas or Missouri Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
e. ; f. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person;
f. ; g. understands that there is no present market for FUEL’s EKAE's membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units;
g. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units;
; h. has received a copy of the FUEL’s Amended and Restated EKAE Operating Agreement, dated____, 2005, and understands that upon closing the escrow by FUELEKAE, the subscriber and the membership units will be bound by the provisions of the Amended and Restated Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units;
; i. understands that the Units are subject to substantial restrictions on transfer under federal and state securities laws along with restrictions in the FUEL’s Amended and Restated EKAE Operating Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Amended and Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;
; j. meets the suitability test marked in Item 5 6 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
; k. understands that FUEL EKAE will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of FUEL EKAE in their sole discretion: THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (i) A AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE STATE AND FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT AS AGREED TO BY EACH MEMBER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT 1933, AS AMENDED, AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, ESTABLISHED OR AN OPINION OF COUNSEL SATISFACTORY TO THE SATISFACTION COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF COUSNESL TO THE COMPANY1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS. ADDITIONALLY, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLD, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED IN THE OPERATING AGREEMENT OF THE COMPANY. COPIES OF THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY.
l. understands and that, to enforce the above legend, FUEL EKAE may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units;
; m. has examined knowledge and experience in business and financial matters as to be able to evaluate the information presented merits and risks of an investment in the prospectus and exhibits and is competent to evaluate and establish Units, believes that the investment in Units is consistent with the subscriber’s risk tolerance and investment goals such that suitable for the subscriber and can bear the economic risk of the purchase of Units including the total loss of the undersigned’s 's investment; n. may not transfer or assign this subscription agreement, or any of the subscriber’s 's interest herein;
; o. has written his, her, or its correct taxpayer identification number under Item E2 3 on this subscription agreement; and p. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service (“"IRS”") that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item E2 3 is checked);
q. understands that execution of the attached Promissory Note and Security Agreement will allow FUEL or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and
r. acknowledges that FUEL may retain possession of certificates representing subscriber’s Units to perfect its security interest in those Units. SIGNATURE OF SUBSCRIBER/ JOINT SUBSCRIBER: DATE: _______________________________ INDIVIDUALS: ENTITIES: ---------------------------------------- ----------------------------------- Name of Individual Subscriber (Please Print) Name of Entity (Please Print) (Please Print) ---------------------------------------- ----------------------------------- Signature of Individual Print Name and Title of Officer ---------------------------------------- ----------------------------------- Name of Joint Individual Subscriber Signature of Officer (Please Print) Signature of Officer --------------------------------------------- Signature of Joint Individual SubscriberSubscriber ACCEPTANCE OF SUBSCRIPTION BY EAST KANSAS AGRI-ENERGY, L.L.C.: East Kansas Agri-Energy, L.L.C. hereby accepts the subscription for the above Units. Dated this ___________ day of __________________________, 200___. EAST KANSAS AGRI-ENERGY, L.L.C. By: ----------------------------------- Its: --------------------------------- PROMISSORY NOTE Date of Subscription Agreement: ___________________________________, 200__. Number of Units subscribed for at / / $1,000 per Unit, / / $1,100 Per Unit, / / $1,200 Per Unit ------------- (check box preceding price corresponding to purchase date) Total Purchase Price (price per Unit multiplied by number of ------------- Units subscribed)
Appears in 1 contract
Samples: Subscription Agreement (East Kansas Agri Energy LLC)
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and by signing and dating this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) By signing below the subscriber represents and warrants to FUEL that he, she or it:
a. has received a copy of FUEL’s Prospectus dated [DATE] and the exhibits thereto;
b. has been informed that the Units of FUEL are offered and sold in reliance upon a federal securities registration; Alabama, Florida and Georgia; and exemptions from securities registrations in various other states, and understands that the Units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability;
; c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the Alabama, Florida and Georgia and that FUEL is relying in part upon the representations of the undersigned Subscriber contained herein;
; d. has been informed that the securities subscribed for have not been approved or disapproved by the Alabama, Florida and Georgia Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
; e. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person;
; f. understands that there is no present market for FUEL’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units;
; g. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units;
; h. has received a copy of the FUEL’s Second Amended and Restated Operating Agreement, dated____dated April 5, 20052006, and understands that upon closing the escrow by FUEL, the subscriber and the membership units will be bound by the provisions of the Second Amended and Restated Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units;
; i. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the FUEL’s Second Amended and Restated Operating Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Second Amended and Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;
j. meets the suitability test marked in Item 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
k. understands that FUEL will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of FUEL in their sole discretion: THE TRANSFERABILITY OF THE COMPANY UNITS REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH DOCUMENT IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (i) A AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, THE TERMS AND CONDITIONS SET FORTH IN THE SECOND AMENDED AND RESTATED OPERATING AGREEMENT AND AGREED TO BY EACH MEMBER. THE UNITS REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT 1933, AS AMENDED, AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, ESTABLISHED TO THE SATISFACTION OF COUSNESL TO THE COMPANY. ADDITIONALLY, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLD, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED IN THE OPERATING AGREEMENT OF THE COMPANY. COPIES OF THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY.
l. understands that, to enforce the above legend, FUEL may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units;
; m. has examined the information presented in the prospectus and exhibits and is competent to evaluate and establish that the investment is consistent with the subscriber’s risk tolerance and investment goals such that the subscriber can bear the economic risk of the purchase of Units including the total loss of the undersigned’s investment; n. may not transfer or assign this subscription agreement, or any of the subscriber’s interest herein;
o. ; n. has written his, her, or its correct taxpayer identification number under Item E2 on this subscription agreement; p. ;
o. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item E2 is checked);
q. ; p. understands that execution of the attached Promissory Note and Security Agreement will allow FUEL or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and
r. and q. acknowledges that FUEL may retain possession of certificates representing subscriber’s Units to perfect its security interest in those Units. Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of Officer Signature of Joint Individual Subscriber
Appears in 1 contract
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and by signing and dating this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) By signing below the subscriber represents and warrants to FUEL E Energy Axxxx that he, she or it:
a. has received a copy of FUELE Energy Adams’s Prospectus dated [DATEDATE OF EFFECTIVENESS] and the exhibits thereto;
b. has been informed that the Units units of FUEL E Energy Axxxx are offered and sold in reliance upon a federal securities registration; Alabamastate registrations in Nebraska, Florida Iowa, Kansas, Missouri, Wisconsin, South Dakota and GeorgiaFlorida; and exemptions from securities registrations in various other states, and understands that the Units units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability;
c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the AlabamaNebraska, Iowa, Kansas, Missouri, Wisconsin, South Dakota and Florida and Georgia and that FUEL E Energy Axxxx is relying in part upon the representations of the undersigned Subscriber contained herein;
d. has been informed that the securities subscribed for have not been approved or disapproved by the AlabamaSEC, or the Nebraska, Iowa, Kansas, Missouri, Wisconsin, South Dakota and Florida and Georgia Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
e. intends to acquire the Units units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units units or any portion thereof to any other person;
f. understands that there is no present market for FUELE Energy Adams’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units;
g. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units;
h. has received a copy of the FUEL’s Amended and Restated E Energy Axxxx Operating Agreement, dated____dated April 25, 2005, and understands that upon closing the escrow by FUELE Energy Axxxx, the subscriber and the membership units will be bound by the provisions of the Amended and Restated Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units;
i. understands that the Units units are subject to substantial restrictions on transfer under state certain tax and securities laws along with restrictions in the FUEL’s Amended and Restated E Energy Axxxx Operating Agreement Agreement, and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Amended and Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state tax and securities laws;
j. meets the suitability test marked in Item 5 E.5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
k. understands that FUEL E Energy Axxxx will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of FUEL E Energy Axxxx in their sole discretion: THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, TRANSFEREE OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (i) A AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE STATE AND FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT 1933, AS AMENDED, AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, ESTABLISHED OR AN OPINION OF COUNSEL SATISFACTORY TO THE SATISFACTION COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF COUSNESL TO THE COMPANY. ADDITIONALLY1933, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLDAS AMENDED, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED IN THE OPERATING AGREEMENT OF THE COMPANY. COPIES OF THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANYAND UNDER APPLICABLE STATE SECURITIES LAWS.
l. understands that, to enforce the above legend, FUEL E Energy Axxxx may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units;
m. has examined the information presented in the prospectus Prospectus and exhibits and is competent to evaluate and establish that the investment is consistent with the subscriber’s risk tolerance and investment goals such that the subscriber can bear the economic risk of the purchase of Units units including the total loss of the undersigned’s investment; ;
n. may not transfer or assign this subscription agreementSubscription Agreement, or any of the subscriber’s interest hereinherein without the prior written consent of E Energy Axxxx;
o. has written his, her, or its correct taxpayer identification number under Item E2 E.2 on this subscription agreement; Subscription Agreement;
p. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item E2 E.2 is checked);
q. understands that execution of the attached Promissory Note and Security Agreement will allow FUEL E Energy Axxxx or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and
r. acknowledges that FUEL E Energy Axxxx may retain possession of certificates representing subscriber’s Units units to perfect its security interest in those Unitsunits. Signature of Subscriber/Joint Subscriber: Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of Officer Signature of Joint Individual Subscriber
Appears in 1 contract
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and by signing sign and dating date this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) By signing below the subscriber represents and warrants to FUEL EKAE that he, she or it:
a. has received a copy of FUEL’s Prospectus dated [DATE] and the exhibits theretoEKAE's Prospectus;
b. has been informed that the Units of FUEL EKAE are offered and sold in reliance upon a federal securities registration; Alabama, Florida Kansas and Georgia; Missouri securities registrations, and exemptions from securities registrations in various other states, and understands that the Units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability;
c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the AlabamaStates of Kansas and Missouri, Florida and Georgia and that FUEL EKAE is relying in part upon the representations of the undersigned Subscriber contained herein;
d. has been informed that the securities subscribed for have not been approved or disapproved by the Alabama, Florida and Georgia Kansas or Missouri Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
e. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person;
f. understands that there is no present market for FUEL’s EKAE's membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units;
g. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units;
h. has received a copy of the FUEL’s Amended and Restated EKAE Operating Agreement, dated____, 2005, and understands that upon closing the escrow by FUELEKAE, the subscriber and the membership units will be bound by the provisions of the Amended and Restated Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units;
i. h. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the FUEL’s Amended and Restated EKAE Operating Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Amended and Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;
j. i. meets the suitability test marked in Item 5 6 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
k. j. understands that FUEL EKAE will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of FUEL EKAE in their sole discretion: THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (i) A AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE STATE AND FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT AS AGREED TO BY EACH MEMBER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT 1933, AS AMENDED, AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, ESTABLISHED OR AN OPINION OF COUNSEL SATISFACTORY TO THE SATISFACTION COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF COUSNESL TO THE COMPANY. ADDITIONALLY1933, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLDAS AMENDED, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED IN THE OPERATING AGREEMENT OF THE COMPANY. COPIES OF THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANYAND UNDER APPLICABLE STATE SECURITIES LAWS.
l. k. understands that, to enforce the above legend, FUEL EKAE may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units;
m. l. has examined knowledge and experience in business and financial matters as to be able to evaluate the information presented merits and risks of an investment in the prospectus and exhibits and is competent to evaluate and establish Units, believes that the investment in Units is consistent with the subscriber’s risk tolerance and investment goals such that suitable for the subscriber and can bear the economic risk of the purchase of Units including the total loss of the undersigned’s 's investment; n. ;
m. may not transfer or assign this subscription agreement, or any of the subscriber’s 's interest herein;
o. n. has written his, her, or its correct taxpayer identification number under Item E2 3 on this subscription agreement; p. ;
o. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service (“"IRS”") that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item E2 3 is checked);
q. p. understands that execution of the attached Promissory Note and Security Agreement will allow FUEL EKAE or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security AgreementNote; and
r. acknowledges q. Acknowledges that FUEL EKAE may retain possession of certificates representing subscriber’s 's Units to perfect its security interest in those Units. SIGNATURE OF SUBSCRIBER/ JOINT SUBSCRIBER: DATE: __________________________________ INDIVIDUALS: ENTITIES: ____________________________________________ ____________________________________________ Name of Individual Subscriber (Please Print) Name of Entity (Please Print) ____________________________________________ ____________________________________________ Signature of Individual Print Name and Title of Officer ____________________________________________ ____________________________________________ Name of Joint Individual Subscriber Signature of Officer (Please Print) Signature of Officer ____________________________________________ Signature of Joint Individual SubscriberSubscriber ACCEPTANCE OF SUBSCRIPTION BY EAST KANSAS AGRI-ENERGY, L.L.C.: East Kansas Agri-Energy, L.L.C. hereby accepts the subscription for the above Units. Dated this ___ day of _______________________, 200_. EAST KANSAS AGRI-ENERGY, L.L.C. By: _______________________________________ Its: ______________________________________ 6 PROMISSORY NOTE AND SECURITY AGREEMENT Date of Subscription Agreement: ___________________________________, 200_. $1,000 PER XXXX 00 XXXX XXXXXXX XXXXXXXX ($10,000) _____________________ Number of Units subscribed _____________________ Total Purchase Price ($1,000 per Unit multiplied by number of Units subscribed)
Appears in 1 contract
Samples: Subscription Agreement (East Kansas Agri Energy LLC)
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and by signing sign and dating date this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) By signing below the subscriber represents and warrants to FUEL EKAE that he, she or it:
a. has received a copy of FUEL’s and is familiar with and understands XXXX's Prospectus, and all modifications or supplements thereto; b. has relied solely upon the Prospectus dated [DATE] and in evaluating the exhibits thereto;
b. purchase of the Units; c. has been informed that the Units of FUEL EKAE are offered and sold in reliance upon a federal securities registration; Alabama, Florida Kansas and Georgia; Missouri securities registrations, and exemptions from securities registrations in various other states, and understands that the Units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability;
c. ; d. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the AlabamaStates of Kansas and Missouri, Florida and Georgia and that FUEL EKAE is relying in part upon the representations of the undersigned Subscriber contained herein;
d. ; e. has been informed that the securities subscribed for have not been approved or disapproved by the Alabama, Florida Securities and Georgia Exchange Commission or the Kansas or Missouri Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
e. ; f. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person;
f. ; g. understands that there is no present market for FUEL’s EKAE's membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units;
g. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units;
; h. has received a copy of the FUEL’s Amended and Restated EKAE Operating Agreement, dated____, 2005, and understands that upon closing the escrow by FUELXXXX, the subscriber and the membership units will be bound by the provisions of the Amended and Restated Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units;
; i. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the FUEL’s Amended and Restated EKAE Operating Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Amended and Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;
; j. meets the suitability test marked in Item 5 6 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
; k. understands that FUEL EKAE will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of FUEL EKAE in their sole discretion: THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (i) A AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE STATE AND FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT AS AGREED TO BY EACH MEMBER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT 1933, AS AMENDED, AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, ESTABLISHED OR AN OPINION OF COUNSEL SATISFACTORY TO THE SATISFACTION COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF COUSNESL TO THE COMPANY. ADDITIONALLY1933, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLDAS AMENDED, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED IN THE OPERATING AGREEMENT OF THE COMPANY. COPIES OF THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANYAND UNDER APPLICABLE STATE SECURITIES LAWS.
l. understands that, to enforce the above legend, FUEL EKAE may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units;
; m. has examined knowledge and experience in business and financial matters as to be able to evaluate the information presented merits and risks of an investment in the prospectus and exhibits and is competent to evaluate and establish Units, believes that the investment in Units is consistent with the subscriber’s risk tolerance and investment goals such that suitable for the subscriber and can bear the economic risk of the purchase of Units including the total loss of the undersigned’s 's investment; n. may not transfer or assign this subscription agreement, or any of the subscriber’s 's interest herein;
; o. has written his, her, or its correct taxpayer identification number under Item E2 3 on this subscription agreement; p. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service (“"IRS”") that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item E2 3 is checked);
; and q. understands that execution of the attached Promissory Note and Security Agreement will allow FUEL EKAE or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor means in the event that the subscriber defaults on that Promissory Note and Security Agreement; and
r. acknowledges that FUEL may retain possession of certificates representing subscriber’s Units to perfect its security interest in those UnitsNote. SIGNATURE OF SUBSCRIBER/JOINT SUBSCRIBER: DATE: _______________________________ INDIVIDUALS: ENTITIES: ______________________________________________________ _________________________________________ Name of Individual Subscriber (Please Print) Name of Entity (Please Print) ______________________________________________________ _________________________________________ Signature of Individual Print Name and Title of Officer ______________________________________________________ _________________________________________ Name of Joint Individual Subscriber (Please Print) Signature of Officer ______________________________________________________ Signature of Joint Individual SubscriberSubscriber ACCEPTANCE OF SUBSCRIPTION BY EAST KANSAS AGRI-ENERGY, L.L.C.: East Kansas Agri-Energy, L.L.C. hereby accepts the subscription for the above Units. Dated this ___________ day of _______________________________, 200______. EAST KANSAS AGRI-ENERGY, L.L.C. By: _____________________________________ Its: _____________________________________ PROMISSORY NOTE Date of Subscription Agreement: ___________________________________, 200__. IF BEFORE [DATE], 2002 IF AFTER [DATE], 2002 AND IF AFTER [DATE], 2002 BEFORE [DATE], 2002 OFFERING PRICE $1,000 $1,100 $1,200 PER UNIT Number of Units subscribed for at / / $1,000 per Unit, / / $1,100 Per Unit, / / $1,200 Per Unit (check box preceding price corresponding to purchase date) --------------------- Total Purchase Price (price per Unit multiplied by number --------------------- of Units subscribed)
Appears in 1 contract
Samples: Subscription Agreement (East Kansas Agri Energy LLC)
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and by signing sign and dating date this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) By signing below the subscriber represents and warrants to FUEL UWGP that he, she or it:
a. has received a copy of FUEL’s and is familiar with and understands UWGP's Prospectus, and all modifications or supplements thereto ; b. has relied solely upon the Prospectus dated [DATE] and in evaluating the exhibits thereto;
b. purchase of the Units; c. has been informed that the Units of FUEL UWGP are offered and sold in reliance upon a federal securities registration; Alabama, Florida Illinois, Ohio and Georgia; Wisconsin securities registrations, and exemptions from securities registrations in various other states, and understands that the Units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability;
c. ; d. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the AlabamaStates of Illinois, Florida Ohio, and Georgia Wisconsin, and that FUEL UWGP is relying in part upon the representations of the undersigned Subscriber contained herein;
d. ; e. has been informed that the securities subscribed for have not been approved or disapproved by the AlabamaSecurities and Exchange Commission or the Illinois, Florida Ohio and Georgia Wisconsin Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
e. ; f. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person;
f. ; g. understands that there is no present market for FUEL’s UWGP's membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units;
g. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units;
; h. has received a copy of the FUEL’s Amended and Restated UWGP Operating Agreement, dated____, 2005, and understands that upon closing the escrow by FUELUWGP, the subscriber and the membership units will be bound by the provisions of the Amended and Restated Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units;
; i. understands that the Units are subject to substantial restrictions on transfer under federal and state securities laws along with restrictions in the FUEL’s Amended and Restated UWGP Operating Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Amended and Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;
; j. meets the suitability test marked in Item 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
; k. understands that FUEL UWGP will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of FUEL UWGP in their sole discretion: THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (i) A AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE STATE AND FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT AS AGREED TO BY EACH MEMBER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT 1933, AS AMENDED, AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, ESTABLISHED OR AN OPINION OF COUNSEL SATISFACTORY TO THE SATISFACTION COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF COUSNESL TO THE COMPANY. ADDITIONALLY1933, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLDAS AMENDED, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED IN THE OPERATING AGREEMENT OF THE COMPANY. COPIES OF THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANYAND UNDER APPLICABLE STATE SECURITIES LAWS.
l. understands that, to enforce the above legend, FUEL may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units;
m. has examined the information presented in the prospectus and exhibits and is competent to evaluate and establish that the investment is consistent with the subscriber’s risk tolerance and investment goals such that the subscriber can bear the economic risk of the purchase of Units including the total loss of the undersigned’s investment; n. may not transfer or assign this subscription agreement, or any of the subscriber’s interest herein;
o. has written his, her, or its correct taxpayer identification number under Item E2 on this subscription agreement; p. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item E2 is checked);
q. understands that execution of the attached Promissory Note and Security Agreement will allow FUEL or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and
r. acknowledges that FUEL may retain possession of certificates representing subscriber’s Units to perfect its security interest in those Units. Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of Officer Signature of Joint Individual Subscriber
Appears in 1 contract
Samples: Subscription Agreement (United Wisconsin Grain Producers LLC)
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and by signing sign and dating date this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) By signing below the subscriber represents and warrants to FUEL Advanced BioEnergy that he, she or it:
a. has received a copy of FUEL’s Advanced BioEnergy's Prospectus dated [DATE] and the exhibits thereto;
b. has been informed that the Units of FUEL Advanced BioEnergy are offered and sold in reliance upon a federal securities registration; AlabamaNebraska, South Dakota, Iowa, Texas, Wisconsin, Kansas and Florida and Georgiasecurities registrations; and exemptions from securities registrations in various other states, and understands that the Units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability;
c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the AlabamaStates of Nebraska, Florida South Dakota, Iowa, Texas, Wisconsin, Kansas and Georgia Florida, and that FUEL Advanced BioEnergy is relying in part upon the representations of the undersigned Subscriber contained herein;
d. has been informed that the securities subscribed for have not been approved or disapproved by the AlabamaNebraska, South Dakota, Iowa, Texas, Wisconsin, Kansas and Florida and Georgia Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
e. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person;
f. understands that there is no present market for FUEL’s Advanced BioEnergy's membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units;
g. has been encouraged to rely upon seek the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units;
h. has received a copy of the FUEL’s Amended and Restated Advanced BioEnergy Operating Agreement, dated____dated February 18, 2005, and understands that upon closing the escrow by FUELAdvanced BioEnergy, the subscriber and the membership units will be bound by the provisions of the Amended and Restated Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units;
i. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the FUEL’s Amended and Restated Advanced BioEnergy Operating Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Amended and Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;
j. meets the suitability test marked in Item 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
k. understands that FUEL Advanced BioEnergy will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of FUEL Advanced BioEnergy in their sole discretion: THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (i) A AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE STATE AND FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT AS AGREED TO BY EACH MEMBER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT 1933, AS AMENDED, AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, ESTABLISHED OR AN OPINION OF COUNSEL SATISFACTORY TO THE SATISFACTION COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF COUSNESL TO THE COMPANY. ADDITIONALLY1933, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLDAS AMENDED, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED IN THE OPERATING AGREEMENT OF THE COMPANY. COPIES OF THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANYAND UNDER APPLICABLE STATE SECURITIES LAWS.
l. understands that, to enforce the above legend, FUEL Advanced BioEnergy may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units;
m. has examined the information presented in the prospectus and exhibits and is competent to evaluate and establish that the investment is consistent with the subscriber’s 's risk tolerance and investment goals such that the subscriber can bear the economic risk of the purchase of Units including the total loss of the undersigned’s 's investment; ;
n. may not transfer or assign this subscription agreement, or any of the subscriber’s 's interest herein;
o. has written his, her, or its correct taxpayer identification number under Item E2 E.2 on this subscription agreement; ;
p. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service (“"IRS”") that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item E2 2 is checked);
q. understands that execution of the attached Promissory Note and Security Agreement will allow FUEL Advanced BioEnergy or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and
r. acknowledges Acknowledges that FUEL Advanced BioEnergy may retain possession of certificates representing subscriber’s 's Units to perfect its security interest in those Units. Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of Officer Signature of Joint Individual Subscriber
Appears in 1 contract
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and by signing sign and dating date this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) By signing below the subscriber represents and warrants to FUEL SIBE that he, she or it:
a. has received a copy of FUELSIBE’s Prospectus dated [DATEeffective date] and the all exhibits thereto;
b. has been informed that the Units of FUEL SIBE are offered and sold in reliance upon upon: (i) a federal securities registration; Alabama(ii) Alaska, Florida Iowa, Missouri and GeorgiaNebraska securities registrations; and (iii) exemptions from securities registrations in various other states, and ;
c. understands that the Units to be issued pursuant to this subscription agreement Subscription Agreement can only be sold to a person meeting requirements of suitability;
c. d. has been informed that the securities purchased Units to be issued pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the Alabamastates of Alaska, Florida Iowa, Missouri and Georgia Nebraska, and that FUEL SIBE is relying in part upon the representations of the undersigned Subscriber contained herein;
d. e. has been informed that the securities Units subscribed for have not been approved or disapproved by the AlabamaAlaska, Florida and Georgia Securities Departments Iowa, Missouri or Nebraska securities agencies or regulators or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
e. f. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person;
f. g. understands that there is no present market for FUELSIBE’s membership unitsUnits, that the membership units Units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership unitsUnits;
g. h. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of unitsUnits;
h. i. has received a copy of the FUELSIBE’s Amended and And Restated Operating Agreement, dated____dated May 4, 2005, and understands that upon closing the escrow by FUELSIBE, the subscriber Subscriber and the membership units Units will be bound by the provisions of the Amended and And Restated Operating Agreement Agreement, which contains, among other things, provisions that restrict the transfer of membership unitsUnits;
i. j. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with in addition to the restrictions contained in the FUELSIBE’s Amended and And Restated Operating Agreement Agreement, and agrees that if the membership units Units or any part thereof are sold or distributed in the future, the subscriber Subscriber shall sell or distribute them pursuant to only in strict accordance with the terms of the SIBE’s Amended and And Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;
j. k. meets the suitability test marked in Item numbered paragraph 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
k. l. understands that FUEL SIBE will place a restrictive legend on any certificate representing any unit Units containing substantially the following language as the same may be amended by the SIBE’s Board of Directors of FUEL in their its sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY AND NO ASSIGNEE, VENDEE, TRANSFEREE, TRANSFEREE OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (i) A REGISTRATION UNDER THE SECURITIES ACT OF 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, ESTABLISHED TO THE SATISFACTION OF COUSNESL TO EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE FEDERAL AND STATE LAW AND THE COMPANY. ADDITIONALLY, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLD, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME. COPIES THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE PRINCIPAL OFFICE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF THE COMPANY1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS.
l. m. understands that, to enforce the above legend, FUEL SIBE may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units;
m. n. has examined sufficient knowledge and experience in business and financial matters so as to be able to evaluate the information presented merits and risks of an investment in the prospectus and exhibits and is competent to evaluate and establish Units, believes that the investment in Units is consistent with suitable for the subscriber’s risk tolerance Subscriber and investment goals such that the subscriber Subscriber can bear the economic risk of the purchase of Units Units, including the total loss of the undersigned’s investment; n. ;
o. may not transfer or assign this subscription agreementSubscription Agreement, or any of the subscriberSubscriber’s interest herein;
o. p. has written his, her, or its correct taxpayer identification number under Item E2 on numbered paragraph E.2 of this subscription agreement; p. Subscription Agreement;
q. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (pq) should be crossed out if the backup withholding box in Item E2 numbered paragraph E.2 is checked);
q. r. understands that execution of the attached Promissory Note and Security Agreement will allow FUEL or SIBE and its successors and assigns to pursue the obligor Subscriber for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor Subscriber in the event that the subscriber Subscriber defaults on that the Promissory Note and Security Agreement; and
r. s. acknowledges that FUEL SIBE may retain possession of certificates representing subscriberthe Subscriber’s Units to perfect its security interest in those Units. Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of Officer Signature of Joint Individual Subscriber
Appears in 1 contract
Samples: Subscription Agreement (Southern Iowa Bioenergy LLC)
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and by signing and dating this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) (Joint initials) By signing below the subscriber represents and warrants to FUEL Highwater Ethanol that he, she or it:
a. has received a copy of FUELHighwater Ethanol’s Prospectus dated [DATEDATE OF EFFECTIVENESS] and the exhibits theretothereto or has received notice that this sale has been made pursuant to a registration statement in which a final prospectus would have been required to have been delivered in the absence of Rule 172;
b. has been informed understands that the Units units of FUEL Highwater Ethanol are offered and sold in reliance upon a federal securities registration; Alabamastate registrations in Florida, Florida Georgia, Illinois, Iowa, Kansas, Louisiana, Minnesota, Missouri, South Dakota, and GeorgiaWisconsin; and exemptions from securities registrations in various other states, and understands that the Units units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability;
c. has been informed understands that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the AlabamaFlorida, Florida Georgia, Illinois, Iowa, Kansas, Louisiana, Minnesota, Missouri, South Dakota, and Georgia Wisconsin and that FUEL Highwater Ethanol is relying in part upon the representations of the undersigned Subscriber contained herein;
d. has been informed understands that the securities subscribed for have not been approved or disapproved by the AlabamaSEC, Florida or the Florida, Georgia, Illinois, Iowa, Kansas, Louisiana, Minnesota, Missouri, South Dakota, and Georgia Wisconsin Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
e. intends to acquire the Units units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units units or any portion thereof to any other person;
f. understands that there is no present market for FUELHighwater Ethanol’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units;
g. has been encouraged to rely upon seek the advice of his legal counsel and accountants or other financial advisers with respect to the investor-specific tax and and/or other considerations relating to the purchase and ownership of unitsunits [Minnesota subscribers should NOT initial this subsection];
h. has received a copy of the FUEL’s Amended and Restated Operating Highwater Ethanol Member Control Agreement, dated____dated May 4, 20052006, and understands that upon closing the escrow by FUELHighwater Ethanol, the subscriber and the membership units will be bound by the provisions of the Amended and Restated Operating Member Control Agreement which contains, among other things, provisions that restrict the transfer of membership units;
i. understands that the Units units are subject to substantial restrictions on transfer under state certain tax and securities laws along with restrictions in the FUEL’s Amended and Restated Operating Agreement Highwater Ethanol Member Control Agreement, and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Amended and Restated Operating Member Control Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state tax and securities laws;
j. meets the suitability test marked in Item 5 above and E.5 above;
k. is capable of bearing the economic risk of this investment, including the possible total loss of the investmentinvestment [Minnesota subscribers should NOT initial this subsection];
k. l. understands that FUEL Highwater Ethanol will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors Governors of FUEL Highwater Ethanol in their sole discretion: THE TRANSFERABILITY OF THE COMPANY UNITS REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH DOCUMENT IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (i) A AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, THE TERMS AND CONDITIONS SET FORTH IN THE MEMBER CONTROL AGREEMENT AND AGREED TO BY EACH MEMBER. THE UNITS REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT 1933, AS AMENDED, AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, ESTABLISHED TO THE SATISFACTION OF COUSNESL TO THE COMPANY. ADDITIONALLY, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLD, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED IN THE OPERATING AGREEMENT OF THE COMPANY. COPIES OF THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY.
l. m. understands that, to enforce the above legend, FUEL Highwater Ethanol may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units;
m. has examined the information presented in the prospectus and exhibits and is competent to evaluate and establish that the investment is consistent with the subscriber’s risk tolerance and investment goals such that the subscriber can bear the economic risk of the purchase of Units including the total loss of the undersigned’s investment; n. may not transfer or assign this subscription agreementSubscription Agreement, or any of the subscriber’s interest hereinherein without the prior written consent of Highwater Ethanol;
o. has written his, her, or its correct taxpayer identification number under Item E2 E.2 on this subscription agreement; Subscription Agreement;
p. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item E2 E.2 is checked);
q. understands that execution of the attached Promissory Note and Security Agreement will allow FUEL Highwater Ethanol or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and
r. acknowledges that FUEL Highwater Ethanol may retain possession of certificates representing subscriber’s Units units to perfect its security interest in those Unitsunits. Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of Officer Signature of Joint Individual Subscriber
Appears in 1 contract
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and by signing and dating this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) (Joint initials) By signing below the subscriber represents and warrants to FUEL Prairie Creek Ethanol that he, she or it:
a. has received a copy of FUEL’s Prairie Creek Ethanol's Prospectus dated [DATEDATE OF EFFECTIVENESS] and the exhibits theretothereto or has received notice that this sale has been made pursuant to a registration statement in which a final prospectus would have been required to have been delivered in the absence of Rule 172;
b. has been informed that the Units units of FUEL Prairie Creek Ethanol are offered and sold in reliance upon a federal securities registration; Alabamastate registrations in Florida, Florida Illinois, Iowa, Kansas, Missouri, South Dakota and GeorgiaWisconsin; and exemptions from securities registrations in various other states, and understands that the Units units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability;
c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the AlabamaFlorida, Florida Illinois, Iowa, Kansas, Missouri, South Dakota and Georgia Wisconsin and that FUEL Prairie Creek Ethanol is relying in part upon the representations of the undersigned Subscriber contained herein;
d. has been informed that the securities subscribed for have not been approved or disapproved by the AlabamaSEC, Florida or the Florida, Illinois, Iowa, Kansas, Missouri, South Dakota and Georgia Wisconsin Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
e. intends to acquire the Units units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units units or any portion thereof to any other person;
f. understands that there is no present market for FUEL’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units;
g. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units;
h. has received a copy of the FUEL’s Amended and Restated Operating Agreement, dated____, 2005, and understands that upon closing the escrow by FUEL, the subscriber and the membership units will be bound by the provisions of the Amended and Restated Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units;
i. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the FUEL’s Amended and Restated Operating Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Amended and Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;
j. meets the suitability test marked in Item 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
k. understands that FUEL will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of FUEL in their sole discretion: THE UNITS REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (i) A REGISTRATION UNDER THE SECURITIES ACT OF 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, ESTABLISHED TO THE SATISFACTION OF COUSNESL TO THE COMPANY. ADDITIONALLY, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLD, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED IN THE OPERATING AGREEMENT OF THE COMPANY. COPIES OF THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY.
l. understands that, to enforce the above legend, FUEL may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units;
m. has examined the information presented in the prospectus and exhibits and is competent to evaluate and establish that the investment is consistent with the subscriber’s risk tolerance and investment goals such that the subscriber can bear the economic risk of the purchase of Units including the total loss of the undersigned’s investment; n. may not transfer or assign this subscription agreement, or any of the subscriber’s interest herein;
o. has written his, her, or its correct taxpayer identification number under Item E2 on this subscription agreement; p. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item E2 is checked);
q. understands that execution of the attached Promissory Note and Security Agreement will allow FUEL or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and
r. acknowledges that FUEL may retain possession of certificates representing subscriber’s Units to perfect its security interest in those Units. Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of Officer Signature of Joint Individual Subscriber
Appears in 1 contract
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and by signing and dating this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) (Joint initials) By signing below the subscriber represents and warrants to FUEL Cardinal Ethanol that he, she or it:
a. has received a copy of FUELCardinal Ethanol’s Prospectus dated [DATEeffective date] and the exhibits theretothereto or has received notice that this sale has been made pursuant to a registration statement in which a final prospectus would have been required to have been delivered in the absence of Rule 172;
b. has been informed that the Units units of FUEL Cardinal Ethanol are offered and sold in reliance upon a federal securities registration; Alabamastate registrations in Florida, Florida Georgia, Illinois, Indiana, Kentucky, and GeorgiaOhio; and exemptions from securities registrations in various other states, and understands that the Units units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability;
c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the AlabamaFlorida, Florida Georgia, Illinois, Indiana, Kentucky, and Georgia Ohio and that FUEL Cardinal Ethanol is relying in part upon the representations of the undersigned Subscriber contained herein;
d. has been informed that the securities subscribed for have not been approved or disapproved by the AlabamaSEC, Florida or the Florida, Georgia, Illinois, Indiana, Kentucky, and Georgia Ohio Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
e. intends to acquire the Units units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units units or any portion thereof to any other person;
f. understands that there is no present market for FUELCardinal Ethanol’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units;
g. has been encouraged to rely upon seek the advice of his legal counsel and accountants or other financial advisers with respect to the investor-specific tax and and/or other considerations relating to the purchase and ownership of units;
h. has received a copy of the FUEL’s Cardinal Ethanol Second Amended and Restated Operating Agreement, dated____dated February 1, 20052006, and understands that upon closing the escrow by FUELCardinal Ethanol, the subscriber and the membership units will be bound by the provisions of the Second Amended and Restated Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units;
i. understands that the Units units are subject to substantial restrictions on transfer under state certain tax and securities laws along with restrictions in the FUEL’s Cardinal Ethanol Second Amended and Restated Operating Agreement Agreement, and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Second Amended and Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state tax and securities laws;
j. meets the suitability test marked in Item 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
k. understands that FUEL Cardinal Ethanol will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of FUEL Cardinal Ethanol in their sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY AND NO ASSIGNEE, VENDEE, TRANSFEREE, TRANSFEREE OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (i) A AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE FEDERAL AND STATE LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT 1933, AS AMENDED, AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, ESTABLISHED OR AN OPINION OF COUNSEL SATISFACTORY TO THE SATISFACTION COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF COUSNESL TO THE COMPANY. ADDITIONALLY1933, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLDAS AMENDED, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED IN THE OPERATING AGREEMENT OF THE COMPANY. COPIES OF THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANYAND UNDER APPLICABLE STATE SECURITIES LAWS.
l. understands that, to enforce the above legend, FUEL Cardinal Ethanol may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units;
m. understands that, to enforce the above legend, Cardinal Ethanol may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units;
n. has examined knowledge and experience in business and financial matters as to be able to evaluate the information presented merits and risks of an investment in the prospectus and exhibits and is competent to evaluate and establish units, believes that the investment in units is consistent with the subscriber’s risk tolerance and investment goals such that suitable for the subscriber and can bear the economic risk of the purchase of Units units including the total loss of the undersigned’s investment; n. ;
o. may not transfer or assign this subscription agreement, or any of the subscriber’s interest herein;
o. p. has written his, her, or its correct taxpayer identification number under Item E2 E.2 on this subscription agreement; p. ;
q. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item E2 E.2 is checked);
q. r. understands that execution of the attached Promissory Note and Security Agreement will allow FUEL Cardinal Ethanol or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and
r. s. acknowledges that FUEL Cardinal Ethanol may retain possession of certificates representing subscriber’s Units to perfect its security interest in those Unitsunits. Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of Officer Signature of Joint Individual Subscriber
Appears in 1 contract
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and by signing sign and dating date this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) By signing below the subscriber represents and warrants to FUEL UWGP that he, she or it:
a. has received a copy of FUEL’s and is familiar with and understands UWGP's Prospectus, and all modifications or supplements thereto; b. has relied solely upon the Prospectus dated [DATE] and in evaluating the exhibits thereto;
b. purchase of the Units; c. has been informed that the Units of FUEL UWGP are offered and sold in reliance upon a federal securities registration; Alabama, Florida Illinois, Ohio and Georgia; Wisconsin securities registrations, and exemptions from securities registrations in various other states, and understands that the Units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability;
c. ; d. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the AlabamaStates of Illinois, Florida Ohio, and Georgia Wisconsin, and that FUEL UWGP is relying in part upon the representations of the undersigned Subscriber contained herein;
d. ; e. has been informed that the securities subscribed for have not been approved or disapproved by the AlabamaSecurities and Exchange Commission or the Illinois, Florida Ohio and Georgia Wisconsin Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
e. ; f. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person;
f. ; g. understands that there is no present market for FUEL’s UWGP's membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units;
g. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units;
; h. has received a copy of the FUEL’s Amended and Restated UWGP Operating Agreement, dated____, 2005, and understands that upon closing the escrow by FUELUWGP, the subscriber and the membership units will be bound by the provisions of the Amended and Restated Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units;
; i. understands that the Units are subject to substantial restrictions on transfer under federal and state securities laws along with restrictions in the FUEL’s Amended and Restated UWGP Operating Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Amended and Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;
; j. meets the suitability test marked in Item 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
; k. understands that FUEL UWGP will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of FUEL UWGP in their sole discretion: THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (i) A AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE STATE AND FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT AS AGREED TO BY EACH MEMBER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT 1933, AS AMENDED, AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, ESTABLISHED OR AN OPINION OF COUNSEL SATISFACTORY TO THE SATISFACTION COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF COUSNESL TO THE COMPANY. ADDITIONALLY1933, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLDAS AMENDED, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED IN THE OPERATING AGREEMENT OF THE COMPANY. COPIES OF THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANYAND UNDER APPLICABLE STATE SECURITIES LAWS.
l. understands that, to enforce the above legend, FUEL may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units;
m. has examined the information presented in the prospectus and exhibits and is competent to evaluate and establish that the investment is consistent with the subscriber’s risk tolerance and investment goals such that the subscriber can bear the economic risk of the purchase of Units including the total loss of the undersigned’s investment; n. may not transfer or assign this subscription agreement, or any of the subscriber’s interest herein;
o. has written his, her, or its correct taxpayer identification number under Item E2 on this subscription agreement; p. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item E2 is checked);
q. understands that execution of the attached Promissory Note and Security Agreement will allow FUEL or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and
r. acknowledges that FUEL may retain possession of certificates representing subscriber’s Units to perfect its security interest in those Units. Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of Officer Signature of Joint Individual Subscriber
Appears in 1 contract
Samples: Subscription Agreement (United Wisconsin Grain Producers LLC)
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and by signing sign and dating date this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) By signing below the subscriber represents and warrants to FUEL EKAE that he, she or it:
a. has received a copy of FUEL’s Prospectus dated [DATE] and the exhibits thereto;
EKAE's Prospectus; b. has been informed that the Units of FUEL EKAE are offered and sold in reliance upon a federal securities registration; Alabama, Florida Kansas and Georgia; Missouri securities registrations, and exemptions from securities registrations in various other states, and understands that the Units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability;
; c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the AlabamaStates of Kansas and Missouri, Florida and Georgia and that FUEL EKAE is relying in part upon the representations of the undersigned Subscriber contained herein;
; d. has been informed that the securities subscribed for have not been approved or disapproved by the Alabama, Florida and Georgia Kansas or Missouri Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
; e. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person;
; f. understands that there is no present market for FUEL’s EKAE's membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units;
; g. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units;
h. has received a copy of the FUEL’s Amended and Restated EKAE Operating Agreement, dated____, 2005, and understands that upon closing the escrow by FUELEKAE, the subscriber and the membership units will be bound by the provisions of the Amended and Restated Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units;
i. ; h. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the FUEL’s Amended and Restated EKAE Operating Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Amended and Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;
j. ; i. meets the suitability test marked in Item 5 6 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
k. ; j. understands that FUEL EKAE will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of FUEL EKAE in their sole discretion: THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (i) A AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE STATE AND FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT AS AGREED TO BY EACH MEMBER. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT 1933, AS AMENDED, AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, ESTABLISHED OR AN OPINION OF COUNSEL SATISFACTORY TO THE SATISFACTION COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF COUSNESL TO THE COMPANY1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS. ADDITIONALLY, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLD, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED IN THE OPERATING AGREEMENT OF THE COMPANY. COPIES OF THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY.
l. k. understands that, to enforce the above legend, FUEL EKAE may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units;
m. ; l. has examined knowledge and experience in business and financial matters as to be able to evaluate the information presented merits and risks of an investment in the prospectus and exhibits and is competent to evaluate and establish Units, believes that the investment in Units is consistent with the subscriber’s risk tolerance and investment goals such that suitable for the subscriber and can bear the economic risk of the purchase of Units including the total loss of the undersigned’s 's investment; n. m. may not transfer or assign this subscription agreement, or any of the subscriber’s 's interest herein;
o. n. has written his, her, or its correct taxpayer identification number under Item E2 3 on this subscription agreement; p. o. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service (“"IRS”") that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item E2 3 is checked);
q. p. understands that execution of the attached Promissory Note and Security Agreement will allow FUEL EKAE or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security AgreementNote; and
r. acknowledges q. Acknowledges that FUEL EKAE may retain possession of certificates representing subscriber’s 's Units to perfect its security interest in those Units. Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of Officer Signature of Joint Individual Subscriber.
Appears in 1 contract
Samples: Subscription Agreement (East Kansas Agri Energy LLC)
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and by signing and dating this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) (Joint initials) By signing below the subscriber represents and warrants to FUEL MinnErgy that he, she or it:
a. has received a copy of FUELMinnErgy’s Prospectus dated [DATEDATE OF EFFECTIVENESS] and the exhibits theretothereto or has received notice that this sale has been made pursuant to a registration statement in which a final prospectus would have been required to have been delivered in the absence of Rule 172;
b. has been informed that acknowledgesthat the Units units of FUEL MinnErgy are offered and sold in reliance upon a federal securities registration; Alabamastate registrations in Iowa, Florida Minnesota, and GeorgiaWisconsin; and exemptions from securities registrations in various other states, and understands that the Units units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability;
c. has been informed acknowledges that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the AlabamaIowa, Florida Minnesota, and Georgia Wisconsin and that FUEL MinnErgy is relying in part upon the representations of the undersigned Subscriber contained herein;
d. has been informed acknowledges that the securities subscribed for have not been approved or disapproved by the AlabamaSEC, Florida or the Iowa, Minnesota, and Georgia Wisconsin Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
e. intends to acquire the Units units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units units or any portion thereof to any other person;
f. understands acknowledges that there is no present market for FUELMinnErgy’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units;
g. has been is encouraged to rely upon seek the advice of his legal counsel and accountants or other financial advisers with respect to the investor-specific tax and and/or other considerations relating to the purchase and ownership of units;
h. has received a copy of the FUELMinnErgy’s Second Amended and Restated Operating Member Control Agreement, dated____dated May 4, 20052007, and understands that upon closing the escrow by FUELMinnErgy, the subscriber and the membership units will be bound by the provisions of the Amended and Restated Operating Member Control Agreement which contains, among other things, provisions that restrict the transfer of membership units;
i. understands acknowledges that the Units units are subject to substantial restrictions on transfer under state certain tax and securities laws along with restrictions in the FUELMinnErgy’s Second Amended and Restated Operating Agreement Member Control Agreement, and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Amended and Restated Operating Member Control Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state tax and securities laws;
j. meets the suitability test marked in Item 5 above and E.5 above;
k. is capable of bearing the economic risk of this investment, including the possible total loss of the investment; [Minnesota subscribers should NOT initial this subsection];
k. understands l. acknowledges that FUEL MinnErgy will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors Governors of FUEL MinnErgy in their sole discretion: THE TRANSFERABILITY OF THE COMPANY UNITS REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY AND NO ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (i) A AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, THE TERMS AND CONDITIONS SET FORTH IN THE MEMBER CONTROL AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT 1933, AS AMENDED, AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, ESTABLISHED OR AN OPINION OF COUNSEL SATISFACTORY TO THE SATISFACTION COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF COUSNESL TO THE COMPANY. ADDITIONALLY1933, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLD, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED IN THE OPERATING AGREEMENT OF THE COMPANY. COPIES OF THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANYAND UNDER APPLICABLE STATE SECURITIES LAWS.
l. understands m. acknowledges that, to enforce the above legend, FUEL MinnErgy may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units;
m. has examined the information presented in the prospectus and exhibits and is competent to evaluate and establish that the investment is consistent with the subscriber’s risk tolerance and investment goals such that the subscriber can bear the economic risk of the purchase of Units including the total loss of the undersigned’s investment; n. may not transfer or assign this subscription agreementSubscription Agreement, or any of the subscriber’s interest hereinherein without the prior written consent of MinnErgy;
o. has written his, her, or its correct taxpayer identification number under Item E2 E.2 on this subscription agreement; Subscription Agreement;
p. is xx not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item E2 E.2 is checked);
q. understands acknowledges that execution of the attached Promissory Note and Security Agreement will allow FUEL MinnErgy or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and
r. acknowledges that FUEL MinnErgy may retain possession of certificates representing subscriber’s Units units to perfect its security interest in those Unitsunits. Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of Officer Signature of Joint Individual Subscriber
Appears in 1 contract
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and by signing and dating this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) (Joint initials) By signing below the subscriber represents and warrants to FUEL Buffalo Ridge that he, she or it:
a. has received a copy of FUELBuffalo Ridge’s Prospectus dated [DATEDATE OF EFFECTIVENESS] and the exhibits theretothereto or has received notice that this sale has been made pursuant to a registration statement in which a final prospectus would have been required to have been delivered in the absence of Rule 172;
b. has been informed that the Units units of FUEL Buffalo Ridge are offered and sold in reliance upon a federal securities registration; Alabamastate registrations in Florida, Florida Georgia, Illinois, Iowa, Kansas, Louisiana, Minnesota, Missouri, and GeorgiaSouth Dakota; and exemptions from securities registrations in various other states, and understands that the Units units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability;
c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the AlabamaFlorida, Florida Georgia, Illinois, Iowa, Kansas, Louisiana, Minnesota, Missouri, and Georgia South Dakota and that FUEL Buffalo Ridge is relying in part upon the representations of the undersigned Subscriber contained herein;
d. has been informed that the securities subscribed for have not been approved or disapproved by the AlabamaSEC, Florida or the Florida, Georgia, Illinois, Iowa, Kansas, Louisiana, Minnesota, Missouri, and Georgia South Dakota Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
e. intends to acquire the Units units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units units or any portion thereof to any other person;
f. understands has been informed that there is no present market for FUELBuffalo Ridge’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units;
g. has been encouraged to rely upon seek the advice of his legal counsel and accountants or other financial advisers with respect to the investor-specific tax and and/or other considerations relating to the purchase and ownership of units;
h. has received a copy of the FUEL’s Amended Buffalo Ridge amended and Restated Operating Agreementrestated operating agreement, dated____dated January 23, 20052007, and understands that upon closing the escrow by FUELBuffalo Ridge, the subscriber and the membership units will be bound by the provisions of the Amended amended and Restated Operating Agreement restated operating agreement which contains, among other things, provisions that restrict the transfer of membership units;
i. understands has been informed that the Units units are subject to substantial restrictions on transfer under state certain tax and securities laws along with restrictions in the FUEL’s Amended Buffalo Ridge amended and Restated Operating Agreement restated operating agreement, and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Amended amended and Restated Operating Agreementrestated operating agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state tax and securities laws;
j. meets the suitability test marked in Item 5 E.5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
k. understands has been informed that FUEL Buffalo Ridge will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors Managers of FUEL Buffalo Ridge in their sole discretion: THE TRANSFERABILITY OF THE COMPANY UNITS REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH DOCUMENT IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (i) A AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, THE TERMS AND CONDITIONS SET FORTH IN THE AMENDED AND RESTATED OPERATING AGREEMENT AND AGREED TO BY EACH MEMBER. THE UNITS REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT 1933, AS AMENDED, AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, ESTABLISHED TO THE SATISFACTION OF COUSNESL TO THE COMPANY. ADDITIONALLY, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLD, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED IN THE OPERATING AGREEMENT OF THE COMPANY. COPIES OF THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY.
l. understands has been informed that, to enforce the above legend, FUEL Buffalo Ridge may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units;
m. has examined the information presented in the prospectus and exhibits and is competent to evaluate and establish that the investment is consistent with the subscriber’s risk tolerance and investment goals such that the subscriber can bear the economic risk of the purchase of Units including the total loss of the undersigned’s investment; n. may not transfer or assign this subscription agreementSubscription Agreement, or any of the subscriber’s interest hereinherein without the prior written consent of Buffalo Ridge;
o. n. has written his, her, or its correct taxpayer identification number under Item E2 E.2 on this subscription agreement; p. Subscription Agreement;
o. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item E2 E.2 is checked);
q. understands p. has been informed that execution of the attached Promissory Note and Security Agreement will allow FUEL Buffalo Ridge or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and
r. q. acknowledges that FUEL Buffalo Ridge may retain possession of certificates representing subscriber’s Units units to perfect its security interest in those Unitsunits. Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of Officer Signature of Joint Individual Subscriber
Appears in 1 contract
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and by signing and dating this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) (Joint initials) By signing below the subscriber represents and warrants to FUEL E Energy Axxxx that he, she or it:
a. has received a copy of FUELE Energy Adams’s Prospectus dated [DATEDATE OF EFFECTIVENESS] and the exhibits theretothereto or has received notice that this sale has been made pursuant to a registration statement in which a final prospectus would have been required to have been delivered in the absence of Rule 172;
b. has been informed that the Units units of FUEL E Energy Axxxx are offered and sold in reliance upon a federal securities registration; Alabamastate registrations in Nebraska, Florida Iowa, Kansas, Missouri, Wisconsin, South Dakota and GeorgiaFlorida; and exemptions from securities registrations in various other states, and understands that the Units units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability;
c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the AlabamaNebraska, Iowa, Kansas, Missouri, Wisconsin, South Dakota and Florida and Georgia and that FUEL E Energy Axxxx is relying in part upon the representations of the undersigned Subscriber contained herein;
d. has been informed that the securities subscribed for have not been approved or disapproved by the AlabamaSEC, or the Nebraska, Iowa, Kansas, Missouri, Wisconsin, South Dakota and Florida and Georgia Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
e. intends to acquire the Units units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units units or any portion thereof to any other person;
f. understands that there is no present market for FUELE Energy Adams’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units;
g. has been encouraged to rely upon seek the advice of his legal counsel and accountants or other financial advisers with respect to the investor-specific tax and and/or other considerations relating to the purchase and ownership of units;
h. has received a copy of the FUEL’s Amended and Restated E Energy Axxxx Operating Agreement, dated____dated April 25, 2005, and understands that upon closing the escrow by FUELE Energy Axxxx, the subscriber and the membership units will be bound by the provisions of the Amended and Restated Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units;
i. understands that the Units units are subject to substantial restrictions on transfer under state certain tax and securities laws along with restrictions in the FUEL’s Amended and Restated E Energy Axxxx Operating Agreement Agreement, and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Amended and Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state tax and securities laws;
j. meets the suitability test marked in Item 5 E.5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
k. understands that FUEL E Energy Axxxx will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of FUEL E Energy Axxxx in their sole discretion: THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, TRANSFEREE OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (i) A AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE STATE AND FEDERAL LAW AND THE TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF EITHER AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT 1933, AS AMENDED, AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, ESTABLISHED OR AN OPINION OF COUNSEL SATISFACTORY TO THE SATISFACTION COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF COUSNESL TO THE COMPANY. ADDITIONALLY1933, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLDAS AMENDED, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED IN THE OPERATING AGREEMENT OF THE COMPANY. COPIES OF THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANYAND UNDER APPLICABLE STATE SECURITIES LAWS.
l. understands that, to enforce the above legend, FUEL E Energy Axxxx may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units;
m. has examined the information presented in the prospectus and exhibits and is competent to evaluate and establish that the investment is consistent with the subscriber’s risk tolerance and investment goals such that the subscriber can bear the economic risk of the purchase of Units including the total loss of the undersigned’s investment; n. may not transfer or assign this subscription agreementSubscription Agreement, or any of the subscriber’s interest herein;
o. has herein without the prior written consent of E Energy Axxxx; n.has written his, her, or its correct taxpayer identification number under Item E2 E.2 on this subscription agreement; p. Subscription Agreement;
o. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item E2 E.2 is checked);
q. p. understands that execution of the attached Promissory Note and Security Agreement will allow FUEL E Energy Axxxx or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and
r. q. acknowledges that FUEL E Energy Axxxx may retain possession of certificates representing subscriber’s Units units to perfect its security interest in those Unitsunits. Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of Officer Signature of Joint Individual Subscriber
Appears in 1 contract
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and by signing sign and dating date this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) By signing below the subscriber represents and warrants to FUEL Victory that he, she or it:
a. has received a copy of FUELVictory’s Prospectus Registration Statement dated [DATEeffective date] and the exhibits thereto;
b. has been informed that the Units of FUEL Victory are offered and sold in reliance upon a federal securities registration; AlabamaIowa, Florida Minnesota and GeorgiaSouth Dakota securities registrations; and exemptions from securities registrations in various other states, and understands that the Units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability;
c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the AlabamaStates of Iowa, Florida Minnesota and Georgia South Dakota, and that FUEL Victory is relying in part upon the representations of the undersigned Subscriber contained herein;
d. has been informed that the securities subscribed for have not been approved or disapproved by the Alabama, Florida Iowa Minnesota and Georgia South Dakota Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
e. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person;
f. understands that there is no present market for FUELVictory’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units;
g. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units;
h. has received a copy of the FUELVictory’s Amended and Restated Operating Agreement, dated____dated May 1, 20052006, and understands that upon closing the escrow by FUELVictory, the subscriber and the membership units will be bound by the provisions of the Amended and And Restated Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units;
i. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the FUELVictory’s Amended and Restated Operating Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Amended and Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;
j. meets the suitability test marked in Item 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
k. understands that FUEL Victory will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of FUEL Victory in their sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH DOCUMENT IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, TRANSFEREE OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (i) A AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, THE TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT OF THE COMPANY AND AGREED TO BY EACH MEMBER. THE UNITS REPRESENTED BY THIS DOCUMENT MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT 1933, AS AMENDED, AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, ESTABLISHED OR AN OPINION OF COUNSEL SATISFACTORY TO THE SATISFACTION COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF COUSNESL TO THE COMPANY. ADDITIONALLY1933, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLDAS AMENDED, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED IN THE OPERATING AGREEMENT OF THE COMPANY. COPIES OF THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANYAND UNDER APPLICABLE STATE SECURITIES LAWS.
l. understands that, to enforce the above legend, FUEL Victory may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units;
m. has examined knowledge and experience in business and financial matters as to be able to evaluate the information presented merits and risks of an investment in the prospectus and exhibits and is competent to evaluate and establish Units, believes that the investment in Units is consistent with the subscriber’s risk tolerance and investment goals such that suitable for the subscriber and can bear the economic risk of the purchase of Units including the total loss of the undersigned’s investment; ;
n. may not transfer or assign this subscription agreement, or any of the subscriber’s interest herein;
o. has written his, her, or its correct taxpayer identification number under Item E2 E.2 on this subscription agreement; ;
p. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item E2 E.2 is checked);
q. understands that execution of the attached Promissory Note and Security Agreement will allow FUEL Victory or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and
r. acknowledges that FUEL Victory may retain possession of certificates representing subscriber’s Units to perfect its security interest in those Units. Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of Officer Signature of Joint Individual Subscriber
Appears in 1 contract
Samples: Subscription Agreement (Victory Renewable Fuels LLC)
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and by signing sign and dating date this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) By signing below the subscriber represents and warrants to FUEL SIBE that he, she or it:
a. has received a copy of FUELSIBE’s Prospectus dated [DATE180 days from the effective date of our post-effective amendment] and the all exhibits thereto;
b. has been informed that the Units of FUEL SIBE are offered and sold in reliance upon upon: (i) a federal securities registration; Alabama(ii) Alaska, Florida Colorado, Illinois, Iowa, Missouri and GeorgiaKansas securities registrations; and (iii) exemptions from securities registrations in various other states, and ;
c. understands that the Units to be issued pursuant to this subscription agreement Subscription Agreement can only be sold to a person meeting requirements of suitability;
c. d. has been informed that the securities purchased Units to be issued pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the Alabamastates of Alaska, Florida Illinois, Iowa, Missouri, Kansas and Georgia Colorado, and that FUEL SIBE is relying in part upon the representations of the undersigned Subscriber contained herein;
d. e. has been informed that the securities Units subscribed for have not been approved or disapproved by the AlabamaAlaska, Florida Illinois, Iowa, Missouri, Kansas and Georgia Securities Departments Colorado securities agencies or regulators or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
e. f. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person;
f. g. understands that there is no present market for FUELSIBE’s membership unitsUnits, that the membership units Units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership unitsUnits;
g. h. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of unitsUnits;
h. i. has received a copy of the FUELSIBE’s Amended and And Restated Operating Agreement, dated____dated May 4, 2005, and understands that upon closing the escrow by FUELSIBE, the subscriber Subscriber and the membership units Units will be bound by the provisions of the Amended and And Restated Operating Agreement Agreement, which contains, among other things, provisions that restrict the transfer of membership unitsUnits;
i. j. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with in addition to the restrictions contained in the FUELSIBE’s Amended and And Restated Operating Agreement Agreement, and agrees that if the membership units Units or any part thereof are sold or distributed in the future, the subscriber Subscriber shall sell or distribute them pursuant to only in strict accordance with the terms of the SIBE’s Amended and And Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;
j. k. meets the suitability test marked in Item numbered paragraph 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
k. l. understands that FUEL SIBE will place a restrictive legend on any certificate representing any unit Units containing substantially the following language as the same may be amended by the SIBE’s Board of Directors of FUEL in their its sole discretion: THE TRANSFERABILITY OF THE MEMBERSHIP UNITS REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY AND NO ASSIGNEE, VENDEE, TRANSFEREE, TRANSsFEREE OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (i) A REGISTRATION UNDER THE SECURITIES ACT OF 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, ESTABLISHED TO THE SATISFACTION OF COUSNESL TO EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, APPLICABLE FEDERAL AND STATE LAW AND THE COMPANY. ADDITIONALLY, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLD, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED TERMS AND CONDITIONS SET FORTH IN THE OPERATING AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME. COPIES THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT SECURITIES ACT OF 1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE PRINCIPAL OFFICE COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF THE COMPANY1933, AS AMENDED, AND UNDER APPLICABLE STATE SECURITIES LAWS.
l. m. understands that, to enforce the above legend, FUEL SIBE may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units;
m. n. has examined sufficient knowledge and experience in business and financial matters so as to be able to evaluate the information presented merits and risks of an investment in the prospectus and exhibits and is competent to evaluate and establish Units, believes that the investment in Units is consistent with suitable for the subscriber’s risk tolerance Subscriber and investment goals such that the subscriber Subscriber can bear the economic risk of the purchase of Units Units, including the total loss of the undersigned’s investment; n. ;
o. may not transfer or assign this subscription agreementSubscription Agreement, or any of the subscriberSubscriber’s interest herein;
o. p. has written his, her, or its correct taxpayer identification number under Item E2 on numbered paragraph E.2 of this subscription agreementSubscription Agreement; p. q. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (pq) should be crossed out if the backup withholding box in Item E2 numbered paragraph E.2 is checked);
q. r. understands that execution of the attached Promissory Note and Security Agreement will allow FUEL or SIBE and its successors and assigns to pursue the obligor Subscriber for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor Subscriber in the event that the subscriber Subscriber defaults on that the Promissory Note and Security Agreement; and
r. s. acknowledges that FUEL SIBE may retain possession of certificates representing subscriberthe Subscriber’s Units to perfect its security interest in those Units. Date: _______________________________ Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of Officer Signature of Joint Individual Subscriber
Appears in 1 contract
Samples: Subscription Agreement (Southern Iowa Bioenergy LLC)
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and by signing sign and dating date this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) By signing below the subscriber represents and warrants to FUEL Advanced BioEnergy that he, she or it:
a. has received a copy of FUEL’s Advanced BioEnergy's Prospectus dated [DATE] __________ and the exhibits thereto;
; b. has been informed that the Units of FUEL Advanced BioEnergy are offered and sold in reliance upon a federal securities registration; AlabamaNebraska, South Dakota, Iowa, Texas, Wisconsin, Kansas and Florida and Georgiasecurities registrations; and exemptions from securities registrations in various other states, and understands that the Units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability;
; c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the AlabamaStates of Nebraska, Florida South Dakota, Iowa, Texas, Wisconsin, Kansas and Georgia Florida, and that FUEL Advanced BioEnergy is relying in part upon the representations of the undersigned Subscriber contained herein;
; d. has been informed that the securities subscribed for have not been approved or disapproved by the AlabamaNebraska, South Dakota, Iowa, Texas, Wisconsin, Kansas and Florida and Georgia Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
; e. intends to acquire the Units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units or any portion thereof to any other person;
f. understands that there is no present market for FUEL’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units;
g. has been encouraged to rely upon the advice of his legal counsel and accountants or other financial advisers with respect to the tax and other considerations relating to the purchase of units;
h. has received a copy of the FUEL’s Amended and Restated Operating Agreement, dated____, 2005, and understands that upon closing the escrow by FUEL, the subscriber and the membership units will be bound by the provisions of the Amended and Restated Operating Agreement which contains, among other things, provisions that restrict the transfer of membership units;
i. understands that the Units are subject to substantial restrictions on transfer under state securities laws along with restrictions in the FUEL’s Amended and Restated Operating Agreement and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Amended and Restated Operating Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state securities laws;
j. meets the suitability test marked in Item 5 above and is capable of bearing the economic risk of this investment, including the possible total loss of the investment;
k. understands that FUEL will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors of FUEL in their sole discretion: THE UNITS REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (i) A REGISTRATION UNDER THE SECURITIES ACT OF 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, ESTABLISHED TO THE SATISFACTION OF COUSNESL TO THE COMPANY. ADDITIONALLY, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLD, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED IN THE OPERATING AGREEMENT OF THE COMPANY. COPIES OF THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANY.
l. understands that, to enforce the above legend, FUEL may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units;
m. has examined the information presented in the prospectus and exhibits and is competent to evaluate and establish that the investment is consistent with the subscriber’s risk tolerance and investment goals such that the subscriber can bear the economic risk of the purchase of Units including the total loss of the undersigned’s investment; n. may not transfer or assign this subscription agreement, or any of the subscriber’s interest herein;
o. has written his, her, or its correct taxpayer identification number under Item E2 on this subscription agreement; p. is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item E2 is checked);
q. understands that execution of the attached Promissory Note and Security Agreement will allow FUEL or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and
r. acknowledges that FUEL may retain possession of certificates representing subscriber’s Units to perfect its security interest in those Units. Name of Individual Subscriber (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber (Please Print) Signature of Officer Signature of Joint Individual Subscriber
Appears in 1 contract
Subscriber's Representations and Warranties. You must read and certify your representations and warranties by placing your initials where indicated and by signing and dating this Subscription Agreement. Joint subscribers are also required to initial and sign as indicated. (Initial here) (Joint initials) By signing below the subscriber represents and warrants to FUEL that MinnErgy that:
a. he, she or it:
a. it has received a copy of FUELMinnErgy’s Prospectus dated [DATEDATE OF EFFECTIVENESS] and the exhibits theretothereto or has received notice that this sale has been made pursuant to a registration statement in which a final prospectus would have been required to have been delivered in the absence of Rule 172;
b. has been informed that the Units units of FUEL MinnErgy are offered and sold in reliance upon a federal securities registration; Alabamastate registrations in Iowa, Florida Minnesota, and GeorgiaWisconsin; and exemptions from securities registrations in various other states, and understands that the Units units to be issued pursuant to this subscription agreement can only be sold to a person meeting requirements of suitability;
c. has been informed that the securities purchased pursuant to this Subscription Agreement have not been registered under the securities laws of any state other than the AlabamaIowa, Florida Minnesota, and Georgia Wisconsin and that FUEL MinnErgy is relying in part upon the representations of the undersigned Subscriber contained herein;
d. has been informed that the securities subscribed for have not been approved or disapproved by the AlabamaSEC, Florida or the Iowa, Minnesota, and Georgia Wisconsin Securities Departments or any other regulatory authority, nor has any regulatory authority passed upon the accuracy or adequacy of the Prospectus;
e. he, she or it intends to acquire the Units units for his/her/its own account without a view to public distribution or resale and that he/she/it has no contract, undertaking, agreement or arrangement to sell or otherwise transfer or dispose of any Units units or any portion thereof to any other person;
f. understands that there is no present market for FUELMinnErgy’s membership units, that the membership units will not trade on an exchange or automatic quotation system, that no such market is expected to develop in the future and that there are significant restrictions on the transferability of the membership units;
g. has been he, she or it is encouraged to rely upon seek the advice of his legal counsel and accountants or other financial advisers with respect to the investor-specific tax and and/or other considerations relating to the purchase and ownership of units;
h. he, she or it has received a copy of the FUELMinnErgy’s Second Amended and Restated Operating Member Control Agreement, dated____dated May 4, 20052007, and understands that upon closing the escrow by FUELMinnErgy, the subscriber and the membership units will be bound by the provisions of the Second Amended and Restated Operating Member Control Agreement which contains, among other things, provisions that restrict the transfer of membership units;
i. understands that the Units units are subject to substantial restrictions on transfer under state certain tax and securities laws along with restrictions in the FUELMinnErgy’s Second Amended and Restated Operating Agreement Member Control Agreement, and agrees that if the membership units or any part thereof are sold or distributed in the future, the subscriber shall sell or distribute them pursuant to the terms of the Amended and Restated Operating Member Control Agreement, and the requirements of the Securities Act of 1933, as amended, and applicable state tax and securities laws;
j. he, she or it meets the suitability test marked in Item 5 above and E.5 above;
k. he, she or it is capable of bearing the economic risk of this investment, including the possible total loss of the investmentinvestment [Minnesota subscribers should NOT initial this subsection];
k. understands that FUEL l. MinnErgy will place a restrictive legend on any certificate representing any unit containing substantially the following language as the same may be amended by the Directors Governors of FUEL MinnErgy in their sole discretion: THE TRANSFERABILITY OF THE COMPANY UNITS REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER ANY SECURITIES LAW AND THE TRANSFERABILITY OF SUCH CERTIFICATE IS RESTRICTED. SUCH UNITS MAY NOT BE SOLD, ASSIGNED, OR TRANSFERRED, NOR WILL ANY AND NO ASSIGNEE, VENDEE, TRANSFEREE, OR ENDORSEE THEREOF WILL BE RECOGNIZED AS HAVING ACQUIRED ANY SUCH UNITS BY THE ISSUER FOR ANY PURPOSES, UNLESS (i) A AND TO THE EXTENT SUCH SALE, TRANSFER, HYPOTHECATION, OR ASSIGNMENT IS PERMITTED BY, AND IS COMPLETED IN STRICT ACCORDANCE WITH, THE TERMS AND CONDITIONS SET FORTH IN THE MEMBER CONTROL AGREEMENT OF THE COMPANY, AS AMENDED FROM TIME TO TIME. THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, OFFERED FOR SALE, OR TRANSFERRED IN ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT OF 1933 (as amended) WITH RESPECT TO SUCH UNITS SHALL THEN BE IN EFFECT 1933, AS AMENDED, AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS, ESTABLISHED OR AN OPINION OF COUNSEL SATISFACTORY TO THE SATISFACTION COMPANY THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF COUSNESL TO THE COMPANY. ADDITIONALLY1933, NO UNITS REPRESENTED BY THIS INSTRUMENT MAY BE SOLD, ASSIGNED, PLEDGED, GIFTED, BEQUEATHED OR OTHERWISE TRANSFERRED EXCEPT AS PROVIDED IN THE OPERATING AGREEMENT OF THE COMPANY. COPIES OF THE OPERATING AGREEMENT ARE AVAILABLE FOR INSPECTION AT THE PRINCIPAL OFFICE OF THE COMPANYAND UNDER APPLICABLE STATE SECURITIES LAWS.
l. understands that, m. to enforce the above legend, FUEL MinnErgy may place a stop transfer order with its registrar and stock transfer agent (if any) covering all certificates representing any of the membership units;
m. has examined the information presented in the prospectus and exhibits and is competent to evaluate and establish that the investment is consistent with the subscriber’s risk tolerance and investment goals such that the subscriber can bear the economic risk of the purchase of Units including the total loss of the undersigned’s investment; n. he, she or it may not transfer or assign this subscription agreementSubscription Agreement, or any of the subscriber’s interest hereinherein without the prior written consent of MinnErgy;
o. he, she or it has written his, her, or its correct taxpayer identification number under Item E2 E.2 on this subscription agreement; Subscription Agreement;
p. he, she or it is not subject to back up withholding either because he, she or it has not been notified by the Internal Revenue Service (“IRS”) that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or the IRS has notified him, her or it that he is no longer subject to backup withholding (Note this clause (p) should be crossed out if the backup withholding box in Item E2 E.2 is checked);
q. understands that execution of the attached Promissory Note and Security Agreement will allow FUEL MinnErgy or its assigns to pursue the obligor for payment of the amount due thereon by any legal means, including, but not limited to, acquisition of a judgment against the obligor in the event that the subscriber defaults on that Promissory Note and Security Agreement; and
r. acknowledges that FUEL MinnErgy may retain possession of certificates representing subscriber’s Units units to perfect its security interest in those Unitsunits. Name of Individual Subscriber Member (Please Print) Name of Entity (Please Print) Signature of Individual Print Name and Title of Officer Name of Joint Individual Subscriber Member (Please Print) Signature of Officer Signature of Joint Individual SubscriberMember
Appears in 1 contract
