SUBSCRIPTION AGREEMENT CLASS A PREFERRED UNITS IN THE CHOSEN, LLC
Exhibit 4
CLASS A
PREFERRED UNITS
IN
THE
CHOSEN, LLC
This
Subscription Agreement relates to my/our agreement to purchase
$_______ (the “Subscription Price”) of Class A
Preferred Units of membership interest (the “Units”) to
be issued by The Chosen, LLC (the “Company”), subject
to the terms, conditions, acknowledgments, representations and
warranties stated herein and in the Final Offering Circular for the
sale of the Units, dated ____________, as the same may be
supplemented or amended (collectively, the “Circular”).
Capitalized terms used but not defined herein shall have the
meanings given to them in the Circular.
I
understand that if I wish to purchase Units, I must complete this
Subscription Agreement and submit the applicable Subscription Price
in accordance with the instructions set forth in the Circular and
on the Company’s website: xxxxxxxxx.xx. I understand that the
base purchase price per Unit is $1.00 and that the Company may
issue bonus Units to me based upon when I subscribe (including
funding my Subscription Price). Bonus Units will be issued as
described in the Circular.
In
order to induce the Company to accept this Subscription Agreement
for Units and as further consideration for such acceptance, I
hereby make, adopt, confirm and agree to all of the following
covenants, acknowledgments, representations and warranties with the
full knowledge that the Company and its affiliates will expressly
rely thereon in making a decision to accept or reject this
Subscription Agreement.
1. Investor Information (You must include a
permanent street address even if your mailing address is a P.O.
Box.)
Individual/Beneficial Owner: (Please print name(s) to
whom shares are to be registered.)
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First,
Middle, Last Name:
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Social
Security #:
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Date of
Birth:
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Street
Address:
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City:
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State:
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Zip
Code:
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Daytime
Phone #:
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If Not
a US Citizen, Specific Country of Citizenship:
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E-mail
Address:
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Joint-Owner/Minor: (If applicable.)
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First,
Middle, Last Name:
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Social
Security #:
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Date of
Birth:
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Street
Address:
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City:
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State:
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Zip
Code:
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Daytime
Phone #:
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If Not
a US Citizen, Specific Country of Citizenship:
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Corporation/Partnership/Other:
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Entity
Name:
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Tax ID
#:
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Date of
Entity Formation:
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Name of
Officer(s), General Partner
or
other Authorized Person(s):
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Street
Address:
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City:
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State:
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Zip
Code:
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2. Type of
Ownership (Select only
one.)
Non-Custodial Ownership
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Individual - One signature required.
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Joint Tenants with Rights of Survivorship All parties
must sign.
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Community Property - All parties must
sign.
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Tenants in Common - All parties must sign.
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Uniform Gift to Minors Act - State of
______
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Custodian signature
required.
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Uniform Transfer to Minors Act - State of _______ .
Custodian signature required.
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Qualified Pension or Profit Sharing Plan
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Trust
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Corporation .
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Partnership
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Authorized
signature(s) required.
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Other (Specify) –
_________________________ Include title and
signature pages.
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Custodial Ownership
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Traditional XXX - Owner and custodian signatures
required.
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Xxxx XXX - Owner and custodian signatures
required.
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Simplified Employee Pension/Trust (SEP) -
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Owner
and custodian signatures required.
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XXXXX - Owner and custodian signatures
required.
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Other - ________________________________
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Owner
and custodian signatures required.
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Custodian Information (To be completed by
custodian.)
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Name of
Custodian:
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Mailing
Address:
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City:
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State: 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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3.
Investor Eligibility Certifications
(i)
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I
understand that to purchase Units, I must either be an
“accredited investor” as such term is defined in Rule
501 of Regulation D promulgated under the Securities Act of 1933,
as amended (the “Act”), OR, I must limit my investment
in the Units to a maximum of 10% of my net worth or annual income,
whichever is greater, if I am a natural person; or
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(ii)
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10% of
my revenues or net assets, whichever is greater, for my most
recently completed fiscal year, if I am a non-natural
person.
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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
Units.
INITIALS
_____
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I
hereby represent and warrant that I meet the qualifications to
purchase Units because I am one of the following:
a
natural person, and the Subscription Price for the Units I am
purchasing in the
Offering does not exceed 10% of my net worth or annual income, whichever is greater; |
_____
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a
non-natural person, and the Subscription
Price for the Units 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; or
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an
accredited investor.
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4. 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, with no interest accrued thereon.
5. I
have received the Circular .
6. I
accept the terms of the Certificate of Registration of The Chosen,
LLC (included as an exhibit to the Offering Statement on Form 1-A
of which the Circular is a part, as the same may be amended (the
“Offering Statement”)).
7. I am
purchasing the Units for my own account.
8. 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.
9.
Operating Agreement. I accept the terms and conditions of the
Amended and Restated Operating Agreement of the Company attached as
Exhibit 2(b) to the Offering Statement, as the same may be amended
(the “Operating Agreement”) as a condition to the
purchase made hereunder, and my signature to this Subscription
Agreement also constitutes my signature and agreement to the
Operating Agreement.
10. If
I am not a United States person (as defined by Section 7701(a)(30)
of the Internal Revenue Code of 1986, as amended), I represent that
I have satisfied myself as to the full observance of the laws of
its jurisdiction in connection with any invitation to subscribe for
the Units or any use of this Subscription Agreement, including (i)
the legal requirements within its jurisdiction for the purchase of
the Units, (ii) any foreign exchange restrictions applicable to
such purchase, (iii) any governmental or other consents that may
need to be obtained, and (iv) the income tax and other tax
consequences, if any, that may be relevant to the purchase,
holding, redemption, sale, or transfer of the Units. My
subscription and payment for and continued beneficial ownership of
the Units will not violate any applicable securities or other laws
of my jurisdiction.
11. The
representations, warranties and covenants made by me in this
Agreement shall survive my investment in the Company and the
closing of the Offering. 12. 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, so they can store and access it at any
time, and it will be stored and accessible on with the company
appointed service provider that is licensed and regulated to
safeguard shareholder records. You and the Company each hereby
consents and agrees that electronically signing this 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.
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 Utah without giving
effect to the principles of conflict of laws.
SIGNATURES:
THE
UNDERSIGNED HAS THE AUTHORITY TO ENTER INTO THIS SUBSCRIPTION
AGREEMENT ON BEHALF OF THE PERSON REGISTERED ABOVE.
Executed
this __ day of _______, 20__.
PLEASE
TYPE YOUR NAME TO SIGN
______________________________
Signature
(Investor or authorized signatory)
Dated:
__________, 20___
______________________________
Joint Signature (Investor, or authorized signatory)
Dated:
___________, 20___
SUBSCRIPTION
ACCEPTED
THE
CHOSEN, LLC,
a Utah
limited liability company
By:
_____________________________ (signature may be typed)
Its:
_____________________________
Date:
___________________________