PHOENIX CAPITAL GROUP HOLDINGS, LLC SUBSCRIPTION AGREEMENT INSTRUCTION PAGE
Exhibit
4
SUBSCRIPTION AGREEMENT INSTRUCTION PAGE
We,
Phoenix Capital Group Holdings, LLC (“we,”
“our,” “us,” or the “Company”),
are offering a maximum of $75,000,000 in the aggregate of our 9.0%
unsecured bonds (the “Bonds”) pursuant to the offering
circular (the “Offering Circular”) dated
_______________ (the “Offering”). Each Bond will be
sold at a public offering price of $1,000 per Bond, as may be
supplemented, with a minimum purchase amount of one Bond ($1,000).
The Bonds will be sold in up to eight (8) series, Series
A-H.
The
Company will conduct closings on the first and third Thursday of
each month until the offering termination. Once a subscription has
been submitted and accepted by the Company, an investor will not
have the right to request the return of its subscription payment
prior to the next closing date. If subscriptions are received on or
before a closing date and accepted by the Company prior to such
closing, any such subscriptions will be closed on that closing
date. If subscriptions are received on or before a closing date but
not accepted by the Company prior to such closing, any such
subscriptions will be closed on the next closing date. On each
closing date, offering proceeds for that closing will be disbursed
to us and Bonds will be issued to investors, or the
“Bondholders.”
Your broker-dealer or registered investment advisor should mail
properly completed and executed original documents to the address
below. Payment for Bonds subscribed for in your Subscription
Agreement may be made by mailing a check payable to “UMB
Bank, N.A. as trustee for Phoenix Capital Group Holdings,
LLC” or with a wire using the instructions set forth
below:
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MAILING ADDRESS
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WIRE INSTRUCTIONS
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UMB Bank, N.A.
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ATTN: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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ABA No: __________________
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▇.▇. ▇▇▇ ▇▇▇
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Acct No: ___________________
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▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
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Acct Name: __________________
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Ref: ___________________
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Phone: (▇▇▇) ▇▇▇-▇▇▇▇
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[Investor Name]
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Address: ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, Mail Stop
1020409,
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▇▇▇▇▇▇ ▇▇▇▇, ▇▇, ▇▇▇▇▇
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Make checks payable to: UMB Bank, N.A. as trustee for
Phoenix Capital Group
Holdings, LLC
(Please include name, phone and email address in case of
questions)
INSTRUCTIONS TO SUBSCRIBERS
Section
1: Indicate
investment amount for Bonds.
Section
2: Indicate your
method of payment. Make all checks for subscription payments
payable to “UMB Bank, N.A., Trustee for Phoenix Capital Group
Holdings, LLC.” Wire funds pursuant to the instructions set
forth above.
Section
3: Indicate type
of ownership.
Section
4: Fill-in all
names, addresses, dates of birth, Social Security or Tax ID numbers
of all investors or trustees.
Section
5: Indicate
distribution option.
Section
6: Indicate if
you consent to the electronic delivery of documents.
Section
7: Indicate your
qualification for purchasing the Bonds. If you are claiming to be an accredited
investor, you must complete Addendum A.
Section 8:
Read each of the acknowledgements and representations. Your
signature in Section 9 indicates that you have read Section 8, in
its entirety, and the Company may rely on your signature that you
understand and/or meet the acknowledgements and representations
contained therein.
Section
9: Execute the
Subscription Agreement.
NON-CUSTODIAL OWNERSHIP
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Accounts with more
than one owner must have ALL PARTIES SIGN in Section
9.
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Be sure to attach
copies of all plan documents for Pension Plans, Trust or Corporate
Partnerships required in Section 3.
CUSTODIAL OWNERSHIP
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For New
▇▇▇/Qualified Plan Accounts, please complete to form/application
provided by your custodian of choice in addition to this
Subscription Agreement and forward to the custodian for
processing.
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For existing ▇▇▇
Accounts and other Custodial Accounts, information must be
completed BY THE CUSTODIAN.
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Have all documents
signed by the appropriate officers as indicated in the Corporate
Resolution (which are also to be included).
(Remainder of page left blank - continues on next
page)
9.0%
Bonds
Issued by
1. Investment
(Select only
one.)
☐ Initial Investment
(minimum initial investment of $1,000 up to any multiple of
$1,000)
☐ Additional
Investment in this Offering (minimum of $1,000 up to any multiple
of $1,000)
Account number for
existing account:
Bonds
Subscription Amount: $
# of Bonds :
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CRD/Branch Number: |
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| Name of individual representative: |
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Phone #: |
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Email:
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2. Investment
Instructions
☐
By Mail — Checks should be made
payable to “UMB Bank, N.A., Trustee for Phoenix Capital Group
Holdings, LLC;” or
☐
By Wire Transfer — Forward this
Subscription Agreement to the address listed above. Wiring
instructions are as set forth below:
UMB
Bank, N.A.
ABA No:
__________________
Acct
No: ___________________
Acct
Name: __________________
[Investor
Name]
Address: ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, 4TH Floor, Mail Stop 1020409, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇,
▇▇▇▇▇
☐
Custodial Accounts — Forward this
Subscription Agreement directly to the custodian.
3. Type
of Ownership (Select only
one.)
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Non-Custodial Ownership
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Custodial Ownership
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☐ Individual — One signature
required.
☐ Joint Tenants with Rights of
Survivorship — All parties must sign.
☐ Community Property — All parties
must sign.
☐ Tenants in Common — All parties
must sign.
☐ Uniform Gift to Minors Act — State
of
Custodian signature
required.
☐ Uniform Transfer to Minors Act —
State of
Custodian signature
required.
☐ Qualified Pension or Profit Sharing Plan
— Include plan documents.
☐ Trust — Include title, signature
and “Powers of the Trustees” pages.
☐ Corporation — Include corporate
resolution, articles of incorporation and bylaws. Authorized
signature required.
☐ Partnership — Include partnership
agreement. Authorized signature(s) required.
☐ Other (Specify)—
Include title and signature pages.
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☐ Traditional ▇▇▇ — Owner and
custodian signatures required.
☐ ▇▇▇▇ ▇▇▇ — Owner and custodian
signatures required.
☐ Simplified Employee Pension/Trust (SEP)
— Owner and custodian signatures required.
☐ ▇▇▇▇▇ — Owner and custodian
signatures required.
☐ Other —
Owner
and custodian signatures required.
Custodian Information (To
be completed by custodian.)
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Name of
Custodian:
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Mailing
Address: City: State:
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Zip
Code:
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Custodian
Tax ID #:
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Custodian
Account #:
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Custodian
Phone #:
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4. Investor
Information (You must
include a permanent street address even if your mailing address is
a P.O. Box.)
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Individual/Beneficial Owner: (Please print name(s) to whom Bonds are to be
registered.)
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First,
Middle, Last Name:
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Social
Security #:
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Street
Address:
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City,
State, Zip Code:
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Daytime
Phone #:
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Date of
Birth:
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Citizenship
(If Not a US Citizen, Specify
Country):
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E-mail
Address:
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Joint Owner: (If
applicable)
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First,
Middle, Last Name:
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Social
Security #:
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Street
Address:
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City,
State, Zip Code:
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Daytime
Phone #:
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Date of
Birth:
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Citizenship
(If Not a US Citizen, Specify
Country):
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E-mail
Address:
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Trust: (Exactly as
registered with the IRS)
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Name of
Trust:
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Tax ID
#:
Date of
Trust:
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Name(s)
of Trustee(s)*:
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Name(s)
of Beneficial Owner(s)*:
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Beneficial
Owner(s) Street Address:
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City,
State, Zip Code:
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Social
Security #:
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Date of
Birth:
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Occupation:
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E-mail
Address:
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Corporation/Partnership/Other: (Exactly as registered with the
IRS)
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Name of
Entity:
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Tax ID
#:
Date of
Entity Formation:
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Name(s)
of Officer(s), General Partner or Authorized:
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Additional
Name of Authorized Person (if
any):
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Legal
Street Address:
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City,
State, Zip Code:
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*If
there is more than one trustee or beneficial owner, we will require
documents for the requested information for each additional trustee
and/or beneficial owner.
5. Distribution
Options for Non-Qualified Accounts (Select only one.)
I (we)
hereby subscribe for the Bond(s) of Phoenix Capital Group Holdings,
LLC and elect the distribution option indicated below (choose one
of the three options):
☐
I
choose to have distributions mailed to me at the address listed in
Section 4.
☐
I
choose to have distributions mailed to me at the following address.
☐
I
choose to have distributions deposited in a checking, savings or
brokerage account.
I
authorize the Company or its agent to deposit my distribution to
the account indicated below. This authority will remain in force
until I notify the Company to cancel it. In the event that the
Company deposits funds erroneously into my account, the Company is
authorized to debit my account for the amount of the erroneous
deposit.
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Name of
Financial Institution:
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Your
Bank’s ABA Routing #:
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Your
Account #:
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Name on
Account or FBO:
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Brokerage
Mailing Address:
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City,
State, Zip Code:
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Account
Type: ☐ Checking ☐ Savings ☐
Brokerage
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Please attach a
pre-printed, voided
check.
The deposit services above cannot be established without a
pre-printed, voided check. For Electronic Funds Transfers,
the signatures of the bank account owner(s) must appear exactly as
they appear on the bank registration. If the registration at the
bank differs from that on this Subscription Agreement, all parties
must sign below.
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| Signature of Individual/Trustee/Beneficial Owner |
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Date
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Print Name
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| Signature of Joint Owner/Co-trustee |
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Date
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Print Name
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6. Electronic
Delivery of Documents (Optional)
☐ In lieu of
receiving documents by mail, I authorize the company to make
available on its web site at ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/ its
semi-annual reports, annual reports, or other reports required to
be delivered to me, as well as any investment or marketing updates,
and to notify me via e-mail when such reports or updates are
available. Any investor who elects this option must provide an
e-mail address below. Please carefully read the following
representations before consenting to receive documents
electronically. If you check this box, you represent the
following:
(a) I acknowledge that
access to the internet, email and the World Wide Web is required in
order to access documents electronically. I may receive by email
notification the availability of a document in electronic format.
The notification e-mail will contain a web address (or hyperlink)
where the document can be found. By entering this address into my
web browser, I can view, download and print the document from my
computer. I acknowledge that there may be costs associated with the
electronic access, such as usage charges from my internet provider
and telephone provider, and that these costs are my
responsibility.
(b) I acknowledge that
documents distributed electronically may be provided in
Adobe’s Portable Document Format (PDF). The Adobe Reader
software is required to view documents in PDF. The reader software
is available free of charge from Adobe’s web site at
▇▇▇.▇▇▇▇▇.▇▇▇. The Adobe Reader
software must be correctly installed on my system before I will be
able to view documents in PDF. Electronic delivery also involves
risks related to system or network outage that could impair my
timely receipt of or access to stockholder
communications.
(c) I acknowledge that
I may receive at no cost from the Company a paper copy of any
documents delivered electronically by calling my financial
advisor.
(d) I understand that
if the e-mail notification is returned to the Company as
“undeliverable,” a letter will be mailed to me with
instructions on how to update my e-mail address to begin receiving
communications via electronic delivery. I further understand that
if the Company is unable to obtain a valid e-mail address for me,
the Company will resume sending a paper copy of its filings by U.S.
mail to my address of record.
(e) I understand that
my consent may be updated or cancelled, including any updates in
e-mail address to which documents are delivered, at any time by
calling my financial advisor.
E-mail
Address:
_______________________________________________
7. Investor
Eligibility Certifications
I
understand that to purchase Bonds, I must either be an
“accredited investor” as such term is defined in Rule
501 of Regulation D promulgated under the act, or I must limit my
investment in the Bonds to a maximum of: (i) 10% of my net worth or
annual income, whichever is greater, if I am a natural person; or
(ii) 10% of my revenues or net assets, whichever is greater, for my
most recently completed fiscal year, if I am a non-natural
person.
I
understand that if I am a natural person I should determine my net
worth for purposes of these representations by calculating the
difference between my total assets and total liabilities. I
understand this calculation must exclude the value of my primary
residence and may exclude any indebtedness secured by my primary
residence (up to an amount equal to the value of your primary
residence). In the case of fiduciary accounts, net worth and/or
income suitability requirements may be satisfied by the beneficiary
of the account or by the fiduciary, if the fiduciary directly or
indirectly provides funds for the purchase of the
Bonds.
I
hereby represent and warrant that I meet the qualifications to
purchase Bonds because (please ▇▇▇▇ one):
☐ I am a natural
person, and the aggregate purchase price for the Bonds I am
purchasing in the offering does not exceed 10% of my net worth or
annual income, whichever is greater.
☐ I am a non-natural
person, and the aggregate purchase price for the Bonds I am
purchasing in the offering does not exceed 10% of my revenues or
net assets, whichever is greater, for my most recently completed
fiscal year.
☐ I am an accredited
investor.
If you marked that you are an accredited investor, please complete
Addendum A,
attached hereto, and return it with this Subscription Agreement. If
Addendum A is not
received with this Subscription Agreement, your subscription will
not be accepted.
Investor Acknowledgements and Representations
a. I understand that
the Company reserves the right to, in its sole discretion, accept
or reject this subscription, in whole or in part, for any reason
whatsoever, and to the extent not accepted, unused funds
transmitted herewith shall be returned to the undersigned in
full.
b. I have received the
Offering Circular.
c. I am purchasing the
Bonds for my own account.
d. I agree that my
rights and responsibilities relative to my ownership of the Bonds
subscribed for in this offering shall be governed (i) by that
certain Indenture by and between the Company and UMB Bank, N.A., as
trustee, filed as an exhibit to the Offering Circular; and (ii) the
Form of Bond filed as an exhibit to the Offering
Circular.
e. I hereby represent
and warrant that I am not, and am not acting as an agent,
representative, intermediary or nominee for any person identified
on the list of blocked persons maintained by the Office of Foreign
Assets Control, U.S. Department of Treasury. In addition, I have
complied with all applicable U.S. laws, regulations, directives,
and executive orders relating to anti-money laundering including
but not limited to the following laws: (1) the Uniting and
Strengthening America by Providing Appropriate Tools Required to
Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56;
and (2) Executive Order 13224 (Blocking Property and Prohibiting
Transactions with Persons Who Commit, Threaten to Commit, or
Support Terrorism) of September 23, 2001.
By making the foregoing representations you have not waived any
right of action you may have under federal or state securities law.
Any such waiver would be unenforceable. The company will assert
your representations as a defense in any subsequent litigation
where such assertion would be relevant. This subscription agreement
and all rights hereunder shall be governed by, and interpreted in
accordance with, the laws of the State of Delaware without giving
effect to the principles of conflict of laws.
8. Investor
Signatures
Digital
(“electronic”) signatures, often referred to as an
“e-signature”, enable paperless contracts and help
speed up business transactions. The 2001 E-Sign Act was meant to
ease the adoption of electronic signatures. The mechanics of this
Subscription Agreement’s electronic signature include your
signing this Agreement below by typing in your name, with the
underlying software recording your IP address, your browser
identification, the timestamp, and a securities hash within an SSL
encrypted environment. This electronically signed Subscription
Agreement will be available to both, you and the Company, as well
as any associated brokers, so they can store and access it at any
time, and it will be stored and accessible on ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.
You and the Company each hereby consents and agrees that
electronically signing this Subscription Agreement constitutes your
signature, acceptance and agreement as if actually signed by you in
writing. Further, all parties agree that no certification authority
or other third-party verification is necessary to validate any
electronic signature; and that the lack of such certification or
third-party verification will not in any way affect the
enforceability of your signature or resulting contract between you
and the Company. You understand and agree that your e-signature
executed in conjunction with the electronic submission of this
Subscription Agreement shall be legally binding and such
transaction shall be considered authorized by you. You agree your
electronic signature is the legal equivalent of your manual
signature on this Subscription Agreement. You consent to be legally
bound by this Subscription Agreement's terms and conditions.
Furthermore, you and the Company, each hereby agrees that all
current and future notices, confirmations and other communications
regarding this Subscription Agreement specifically, and future
communications in general between the parties, may be made by
email, sent to the email address of record as set forth in this
Subscription Agreement or as otherwise from time to time changed or
updated and disclosed to the other party, without necessity of
confirmation of receipt, delivery or reading, and such form of
electronic communication is sufficient for all matters regarding
the relationship between the parties. If any such electronically
sent communication fails to be received for any reason, including
but not limited to such communications being diverted to the
recipients spam filters by the recipients email service provider,
or due to a recipient’s change of address, or due to
technology issues by the recipients service provider, the parties
agree that the burden of such failure to receive is on the
recipient and not the sender, and that the sender is under no
obligation to resend communications via any other means, including
but not limited to postal service or overnight courier, and that
such communications shall for all purposes, including legal and
regulatory, be deemed to have been delivered and received. No
physical, paper documents will be sent to you, and if you desire
physical documents then you agree to be satisfied by directly and
personally printing, at your own expense, the electronically sent
communication(s) and maintaining such physical records in any
manner or form that you desire.
Your Consent is Hereby Given: By signing this Subscription
Agreement electronically, you are explicitly agreeing to receive
documents electronically including your copy of this signed
Subscription Agreement as well as ongoing disclosures,
communications and notices.
(Signature Page Follows)
SIGNATURES:
THE
UNDERSIGNED HAS THE AUTHORITY TO ENTER INTO THIS PURCHASER
QUESTIONNAIRE AND SUBSCRIPTION AGREEMENT ON BEHALF OF THE PERSON(S)
OR ENTITY REGISTERED ABOVE.
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| Signature of Individual/Trustee/Beneficial Owner/Custodian |
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Print Name
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Print Name
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FIRM ACKNOWLEDGMENT:
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| Signature – Firm Principal |
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Date
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Print Name
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Date
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Print Name
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SUBSCRIPTION ACCEPTED:
a
Delaware limited liability company
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Date
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Name
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Addendum A
If you marked that you are an accredited investor as that term is
defined in Rule 501 of Regulation D of the Securities Act of 1933,
please complete this Addendum A.
If a
natural person, I hereby represent and warrant that (▇▇▇▇ as appropriate):
(a)
______ I have an
individual net worth, or joint net worth with my spouse (or spousal
equivalent), of more than $1,000,000, excluding primary residence,
see calculation below; or
(b)
______ I have
individual income in excess of $200,000 or joint income with my
spouse (or spousal equivalent) in excess of $300,000, in each of
the two most recent years and I have a reasonable expectation of
reaching the same income level in the current year.
(c)
______ I am an
executive officer, director, advisory board member, trustee or
general partner of the Company, or serve in a similar capacity, or
I serve in a similar capacity of the general partner of the
Company.
(d)
I am a holder in good standing of certain professional
certifications or designations, including the Financial Industry
Regulatory Authority, Inc. Licensed General Securities
Representative (Series 7), Licensed Investment Adviser
Representative (Series 65), or Licensed Private Securities
Offerings Representative (Series 82) certifications.
If
other than a natural person, I represent and warrant that I am:
(▇▇▇▇ as
appropriate):
(a)
______ an
organization described in Section 501(c)(3) of the Internal Revenue
Code, as amended, a corporation, Massachusetts or similar business
trust, partnership, or organization described in Code Section
501(c)(3), not formed for the specific purpose of acquiring Bonds,
with total assets over $5,000,000;
(b)
______ an entity
with investments (as defined in Section 2a51-1(b) of the Investment
Company Act) exceeding $5,000,000, not formed for the specific
purpose of acquiring Bonds;
(c)
______ a trust,
with total assets over $5,000,000, not formed for the specific
purpose of acquiring Bonds and whose purchase is directed by a
person who has such knowledge and experience in financial and
business matters that he or she is capable of evaluating the merits
and risks of an investment in the Bonds as described in Rule
506(b)(2)(ii) under the Securities Act of 1933 (the
“Securities Act”);
(d)
______ a
broker-dealer registered under Section 15 of the Securities
Exchange Act of 1934, as amended;
(e)
______ an
investment company registered under the Investment Company Act of
1940, as amended (the “Investment Company Act”) or a
business development company (as defined in Section 2(a)(48) of the
Investment Company Act);
(f)
______ an
investment adviser registered under the Investment Advisers Act of
1940 (the “Advisers Act”), or an exempt reporting
adviser (as defined in Section 203(l) or Section 203(m) of the
Advisers Act), or a state-registered investment
adviser;
(g)
______ a family
client of family office, with total assets of at least $5,000,000,
not formed for the specific purpose of acquiring Bonds and whose
purchase is directed by a person who has such knowledge and
experience in financial and business matters that the family office
is capable of evaluating the merits and risks of an investment in
Bonds as described in Section 202(a)(11)(G)-1(b) under the Advisers
Act;
(h)
______ a small
business investment company licensed by the Small Business
Administration under Section 301(c) or (d) or the Small Business
Investment Act of 1958, as amended;
(i)
______ a Rural
business investment company (as defined in Section 384A of the
Consolidated Farm and Rural Development Act);
(j)
______ an employee
benefit plan within the meaning of ERISA, if the investment
decision is made by a plan fiduciary (as defined in Section 3(21)
of ERISA), which is either a bank, savings and loan association,
insurance company, or registered investment advisor, or if such
employee benefit plan has total assets over $5,000,000 or, if a
self-directed plan, with investment decisions made solely by
persons who are accredited investors;
(k)
______ a private
business development company (as defined in Section 202(a)(22) of
the Investment Advisers Act of 1940, as amended);
(l)
______ a bank as
defined in Section 3(a)(2) of the Securities Act, any savings and
loan association or other institution as defined in Section
3(a)(5)(A) of the Securities Act whether acting in its individual
or fiduciary capacity, or any insurance company as defined in
Section 2(13) of the Securities Act;
(m)
______ a plan
established and maintained by a state, its political subdivisions,
or any agency or instrumentality of a state or its political
subdivisions, for the benefit of its employees, if such plan has
total assets of more than $5,000,000; or
(n)
______ an entity
(including an Individual Retirement Account) in which all of the
equity owners are accredited investors.
Note:
For the purposes of calculating your net worth, Net Worth is
defined as the difference between total assets and total
liabilities. This calculation must exclude the value of your
primary residence and may exclude any indebtedness secured by your
primary residence (up to an amount equal to the value of your
primary residence). In the case of fiduciary accounts, net worth
and/or income suitability requirements may be satisfied by the
beneficiary of the account or by the fiduciary, if the donor or
grantor is the fiduciary and the fiduciary directly or indirectly
provides funds for the purchase of the Bonds.