EXHIBIT
D
SUBSCRIPTION AGREEMENT
IMPORTANT REPRESENTATIONS ARE MADE ON THIS FORM. PLEASE READ
CAREFULLY BEFORE SIGNING. PLEASE TYPE OR PRINT.
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1. Investment
[] Initial Purchase
[] Additional Purchase
[] U.S. Citizen
Minimum Purchase = Ten Units @ $1,000 each
Amount Enclosed___________________________.
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2. Type of Ownership
[] Individual
[] Community Property
[] Joint Tenants
[] Tenants In Common
[] Xxxx XXX
[] Trust
[] Pension Plan
[] XXX
[] LLC
[] Xxxxx (HR 10)
[] Profit Sharing Plan
[] Partnership
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3. INVESTOR REGISTRATION AND REPORT INFORMATION
Name _________________________________________________________
Print or Type
Mailing Address ______________________________________________
______________________________________________
Phone Number ______________________ ___________________
Home Business
[] Please mail me the reports described in Article 8
of the Operating Agreement
[] Do not mail reports to me. I prefer to access
reports from the Company's website at xxx.xx.xxx
===============================================================
4. TRUST OR CUSTODIAL REGISTRATION
____________________________________________________
Exact Name of Trust and Name of Trustee or Custodian
____________________________________________________
Mailing Address
___________________ Tax Identification Number
===============================================================
5. REPRESENTATION
In order to induce the Managing Member to accept this
subscription, the undersigned hereby represents and
warrants to the Company and its Managing Member that:
[] I have received a copy of the Prospectus
[] I meet the applicable suitability standards
and/or financial requirements set forth in the
Prospectus under "Who May Invest" or in Exhibit C
to the Prospectus as it pertains to the state of
my primary residence and domicile.
[] I am purchasing the Units for my own account or
for the account or benefit of a member or members
of my immediate family or in a fiduciary capacity
for the account of another person or entity and
not as an agent for another.
[] I am aware that there may be no public market for
the Units, and accordingly, it may be impossible
for me to readily liquidate this investment.
[] I am purchasing the Units with the expectation of
deriving an economic profit from the Company
without regard to any tax benefits from the
investment.
[] I understand that in the event there is no public
market for the Units, the Operating Agreement
contains restrictions applicable to transfers of
the Units.
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6. SIGNATURES
The undersigned has the authority to enter into this
subscription agreement on behalf of the person(s) or entity
registered in Sections 3 and/or 4 above.
Executed this ____day of ________________, at __________________
City, State, Zip
____________________________________ __________________________
Print Name (and Title if applicable) Authorized Signature
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The undersigned Representative hereby certifies that he has
reasonable ground to believe, on the basis of information
obtained from the investor concerning his investment objectives,
other investments, financial situation and any other information
known by the Representative, that investment in these limited
liability company Units is suitable for the above investor.
Additionally, it is hereby certified that the investor has been
apprised of the possible illiquidity of this investment if a
public market does not develop for the Units.
7. BROKER/DEALER NAME
_____________________________________________
REGISTERED REPRESENTATIVE NAME__________________________________
ADDRESS OF BROKER/DEALER _______________________________________
_______________________________________
BROKER/DEALER SIGNATURE_________________________________________
REGISTERED REPRESENTATIVE SIGNATURE ____________________________
DATE____________________________
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8. PAYMENT AND MAILING
During Escrow Impound make check payable to:
___________Bank Escrow No._______________
CBCI Income and Growth Fund, LLC
And mail to:
After termination of Escrow Impound make check payable to:
CBCI Income and Growth Fund, LLC
Suite 715 Plymouth Building
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000
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9. ACCEPTANCE
_____________________________________ DATE:_______________
Managing Member Signature
SUBSCRIPTION AGREEMENT
CBCI Income and Growth Fund, LLC, a Minnesota limited
liability company:
The undersigned desires to become a Member in CBCI Income
and Growth Fund, LLC, a Minnesota limited liability company
(the "Fund") and to purchase the number of units of limited
liability company interest ("Units") appearing on the
signature page of this Subscription Agreement in accordance
with the terms and conditions of the Operating Agreement
(the "Agreement") in substantially the form attached as
Exhibit "A" to the Prospectus of the Fund. In connection
therewith, the undersigned hereby represents, warrants and
agrees as follows:
a. Subscription. The undersigned agrees to purchase the
number of Units set forth in Section 1. of the
Subscription Agreement, and hereby tenders the amount
required to purchase such Units ($100 per Unit,
minimum subscription ten (10) Units). I am aware that
this subscription may be rejected in whole or in part
by the Managing Member in its sole and absolute
discretion.
b. Adoption. The undersigned hereby specifically adopts
and agrees to be bound by each and every provision of
the Agreement, including the power of attorney granted
to the Managing Member in Section 7.5.
c. Special Power of Attorney. Each Member constitutes and
appoints the Managing Member of the Fund with full
power of substitution, its true and lawful attorney to
make, execute, and acknowledge and file in its name,
place and stead:
1. The Agreement;
2. Any certificate or other instrument, including
registrations or filings concerning the use of
fictitious names and necessary or appropriate
filings under the federal and state securities
laws;
3. Documents required to dissolve and terminate the
Fund;
4. Amendments and modifications to the Articles of
Organization or any of the instruments described
above;
5. Amendments and modifications to the Agreement
which have been approved pursuant to the terms
hereof; and
6. All loan and security agreements, notes,
instruments and other similar documents which are
necessary or desirable for the Fund to conduct its
business as contemplated by the Agreement.
This power of attorney is coupled with an interest and
is irrevocable.
The foregoing grant of authority (i) is a special
power of attorney coupled with an interest, (ii) is
irrevocable and shall survive his health or
disability, and (iii) may be exercised by such
attorney-in-fact by listing his name along with the
names of all other persons for whom such attorney-in-
fact is acting, and executing the Agreement and such
other certificates, instruments and documents with the
single signature of such attorney-in-fact is acting,
and for all of the persons whose names are So listed.
The undersigned shall mean the person or entity whose
signature appears in Section 6 on the reverse side of
this form.
d. Certification of Taxpayer Identification Number. Under
the penalties of perjury, the undersigned certifies
that (1) the number provided herein is his correct
Taxpayer Identification Number; and (2) he is not
subject to backup withholding either because he has not
been notified that he is subject to backup withholding
as a result of a failure to report all interest or
dividends, or the Internal Revenue Service has notified
him that he is no longer subject to backup withholding.
(If the undersigned has been notified that he is
currently subject to backup withholding, he has
stricken the language under clause (2) above before
signing).
By executing this subscription agreement, the undersigned
is not waiving any rights under federal or state securities
laws.
____________________________________________
Subscriber Signature
D-6
