PURCHASER QUESTIONNAIRE AND SUBSCRIPTION AGREEMENT Common Stock of HC Government Realty Trust, Inc.
Exhibit
4.1
PURCHASER QUESTIONNAIRE AND SUBSCRIPTION AGREEMENT
Common
Stock
of
This
Subscription Agreement relates to my/our agreement to purchase ____
shares of the common stock, $0.001 par value (the
“Shares”) to be issued by HC Government Realty Trust,
Inc., a Maryland corporation (the “REIT”), for a
purchase price of $10.00 per Share, and a total purchase price of
$______________ (“Subscription Price”), subject to the
terms, conditions, acknowledgments, representations and warranties
stated herein and in the Final Offering Circular for the sale of
the Shares, dated November 7, 2016, as supplemented or amended
(collectively, the “Circular”). Capitalized terms used
but not defined herein shall have the meanings given to them in the
Circular.
Simultaneously with
the execution and delivery hereof, I am (a) depositing funds into
the online brokerage account in the custody of Folio Investments,
Inc., a clearing broker-dealer (the "Clearing Agent") in the amount
of my Subscription Price or (b) (i) sending a check in the amount
of my Subscription Price, (ii) wiring funds in the amount of my
Subscription Price, (iii) or transferring electronic funds via ACH
in the amount of my Subscription Price, each to Branch Banking
& Trust Company (the “Escrow Agent”). My
Subscription Price will either be held (a) in my account that my
broker-dealer or I have opened with the Clearing Agent, or (b) in
the Escrow Account by the Escrow Agent, each in compliance with SEC
Rule 15c2-4, with funds released to the Company only after the
Company has achieved the minimum offering amount as described in
the Circular. In the event that the Company does not achieve the
minimum offering amount then the Shares will not be sold and issued
to investors pursuant to this offering and the Subscription Price
will be returned without interest.
If
investing subsequent to the initial closing of the offering through
a clearing broker-dealer, you may transmit your funds directly to
the REIT in accordance with your broker-dealer’s or
registered investment advisor’s, as applicable,
procedures.
Please
Note: If you are investing through the Clearing Agent,
please discuss the process for investing with your broker-dealer.
If you are not investing through the Clearing Agent, please
complete the remainder of this form, and the instructions for
delivery of your Subscription Price are as follows:
Checks: Make your check payable to “Branch Banking and
Trust Company as Escrow Agent for HC Government Realty Trust,
Inc.” and deliver the check to the Escrow Agent at the
following address:
Branch
Banking and Trust Company
Attn:
Corporate Trust Services
000
Xxxx Xxxx Xxxxxx
Xxxxxx,
XX 00000
Please
send the completed Subscription Agreement to your broker-dealer or
registered investment advisor. Your broker-dealer or registered
investment advisor will send your Subscription Agreement to
SANDLAPPER Securities, LLC, our Dealer-Manager, at the address
below, or to such other person and to such other address, as
mutually agreed upon between your broker-dealer or registered
investment advisor, as applicable, and the REIT.
SANDLAPPER Securities, LLC
Attn: Xxxxx Xxxxxx
000 X.
Xxxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxx,
Xxxxx Xxxxxxxx 00000
Wire Transfers and Electronic Funds Transfers
Branch Banking and Trust Company
ABA: 000000000
Account: 0001689180244
Account Name: Uninvested Trust Fund
Reference: HC Government Realty Trust
Attention: Xxx XxXxx
1
In
order to induce the REIT to accept this Subscription Agreement for
the Shares 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 REIT and its affiliates will rely
specifically thereon in making a decision to accept or reject this
Subscription Agreement:
1. Type of Ownership (Select only one.)
|
Non-Custodial
Ownership
|
|
Custodial Ownership
|
|
□
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. |
|
□
Traditional XXX —
Owner and custodian
signatures required. □ Xxxx XXX — Owner and custodian signatures required. □ Simplified Employee Pension/Trust (SEP) — Owner and custodian signatures required. □ XXXXX — Owner and custodian signatures required. □ Other — ________________________________ Owner and custodian signatures required. Custodian Information (To be completed by custodian.) ______________________________________ Name of Custodian: ______________________________________ Mailing Address: ______________________________________ City: ______________________________________ State: Zip Code: ______________________________________ Custodian Tax ID #: ______________________________________ Custodian Account #: ______________________________________ Custodian Phone #: |
2
2. 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.)
|
|
First, Middle, Last
Name:
Social
Security #:
Date of Birth:
|
|
Street Address:
City:
State:
Zip Code: |
|
Daytime Phone #:
If Not a US Citizen, Specific Country of
Citizenship:
|
|
E-mail
Address:
|
|
Joint-Owner/Minor: (If
applicable.)
|
|
First, Middle, Last
Name:
Social
Security #:
Date
of Birth:
|
|
Street Address:
City:
State:
Zip Code: |
|
Daytime Phone #:
If Not a US Citizen, Specific Country of
Citizenship:
|
|
E-mail
Address:
|
|
Trust:
|
|
Name of Trust:
Tax
ID#:
Date of Trusts:
|
|
Name(s) of
Trustee(s)*: Names(s)
of Beneficial Owner(s)*:
|
|
Beneficial
Owner(s)
Street Address: City: State: Zip Code: |
|
Corporation/Partnership/Other:
|
|
Entity Name:
Tax ID #:
Date
of Entity
Foundation: |
|
Name of Officer(s),
General Partner or other Authorized Person(s):
|
|
Street Address:
City:
State:
Zip Code: |
*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.
3.
Investor Eligibility
Certifications
I
understand that to purchase Shares, 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 Shares 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 other than a 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 donor or grantor is the fiduciary and the fiduciary directly or
indirectly provides funds for the purchase of the
Shares.
I hereby represent and warrant that I meet the qualifications to
purchase Shares because I am one of the following:
(i)
a natural person, and the aggregate purchase price for the Shares I
am purchasing in
the offering does not exceed 10% of my net worth or annual income,
whichever is greater;
(ii)
not a natural person, and the aggregate purchase price for
the Shares 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
(iii)
an accredited investor.
3
4. I
understand that the REIT, in its sole discretion, reserves the
right to 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, without interest.
5. I
have received the Circular.
6. I
accept the terms of the Articles of Incorporation of HC Government
Realty Trust, Inc., without limitation, the ownership limitations
imposed by Article VI thereof.
7. I am
purchasing the Shares for my own account.
8. I
hereby represent and warrant that I am neither a blocked person
whose name appears, nor am I 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 REIT 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 Maryland without giving
effect to the principles of conflict of laws.
9.
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. This Subscription
Agreement may be executed electronically or in paper format. You
and the REIT 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 REIT.
You and
the REIT 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 because of a recipient’s change of
address, or because of technology issues by the recipients service
provider, including, without limitation, the failure of the service
provider to deliver any such message to the intended recipient(s)
or addressee(s), 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.
By
signing this Subscription Agreement, you are explicitly agreeing to
receive documents electronically including your copy of this signed
Subscription Agreement as well as ongoing disclosures,
communications and notices from the REIT and Transfer
Agent.
[Signature
Page Follows.]
4
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.
Executed this____
day of_____________ 20___ .
X ___________________________________
Signature
(Investor, or authorized signatory)
Title:
_______________________________
X
____________________________________
Joint Signature
(Investor, or authorized signatory)
Title:
_______________________________
SUBSCRIPTION
HC
Government Realty Trust, Inc.
ACCEPTED
a
Maryland corporation
By:
________________________
Its:
_________________________
Dated:
5
Broker-Dealer (or Registered Investment Advisor) Representations
and Warranties
The
investor’s registered representative (the “Registered
Representative”) of a participating broker-dealer
(“Broker Dealer”) or an authorized representative of
the Investor’s Registered Investment Advisor
(“Registered Investment Advisor”) must sign below to
complete the order.
If sold
by a Registered Representative, the Registered Representative and
the Broker-Dealer hereby represent and warrant that (i) the
Registered Representative and the Broker-Dealer are duly licensed
and may lawfully sell Shares in the state designated as the
investor’s legal residence, (ii) the Registered
Representative and the Broker-Dealer are aware of and have reviewed
Rule 262 of Regulation A of the Securities Act of 1933 and neither
the Registered Representative nor the Broker-Dealer is subject to
statutory disqualification under such Rule 262 and (iii) the
Registered Representative and the Broker-Dealer have the requisite
registrations to sell the Shares. If sold by a Registered
Investment Advisor, the Registered Investment Advisor represents
that (i) it is either registered under the Investment Advisers Act
of 1940 or exempt from registration and (ii) it has the requisite
registrations to sell the Shares.
Investor
suitability requirements have been established by the REIT and are
in the Circular under “Plan of Distribution –
Investment Limitations.” Before recommending the purchase of
Shares, we have reasonable grounds to believe, on the basis of
information supplied by the investor concerning his or her
investment objectives, other investments, financial situation and
needs, and other pertinent information that: (i) the investor is an
“accredited investor” as defined in Section 501(a) of
Regulation D of the Securities Act or, if the investor is not an
“accredited investor” the investment in Shares will not
exceed 10% of the investors net income or net assets; (ii) the
investor meets the investor suitability requirements established by
the REIT; (iii) the investor has a net worth and income sufficient
to sustain the risks inherent in the Shares, including loss of
investment and lack of liquidity; and (iv) the Shares are otherwise
a suitable investment for the investor. We will maintain in our
files documents disclosing the basis upon which the suitability of
this investor was determined as well as documents establishing a
pre-existing relationship with the investor.
We
verify that the above subscription either does not involve a
discretionary account or, if so, that the investor’s prior
written approval was obtained relating to the liquidity and
marketability of the Shares during the term of the
investment.
Name of Investor:
____________________________________________________________________________________
Broker-Dealer or Investment Advisor Firm
Name:
______________________________________________________________
Registered Representative:
_____________________________________________________________________________
(Please
Print)
Registered Representative’s BRANCH
ADDRESS:
__________________________________________________________
Operations E-mail address:
_______________________________ Rep E-mail address:
_____________________________
Branch Phone Number: ( ___ )
________________________
The representations
and warranties above are and shall be continuing representations
and warranties throughout the term of the offering. In the event
that any of these representations or warranties become untrue, the
Registered Representative and Broker-Dealer or the Registered
Investment Advisor will immediately notify the Company in writing
of the fact which makes a representation or warranty
untrue.
X
________________________________________________ X
__________________________________________________
Signature of
Registered Representative Broker-Dealer Principal Approval
Signature
Or Registered
Investment Advisor
__________________________________________________ ____________________________________________________
Date
Date
6
