EXHIBIT 4.1
UNITED WISCONSIN GRAIN PRODUCERS, LLC
SUBSCRIPTION AGREEMENT
Membership Units
AFTER [DATE], 2002 AND BEFORE
BEFORE [DATE], 2002 [DATE], 2002 AFTER [DATE], 2002
OFFERING PRICE
PER UNIT $ 1,000 $ 1,100 $ 1,200
10 UNIT MINIMUM
The undersigned subscriber, desiring to become a member of United Wisconsin
Grain Producers, LLC ("UWGP"), a Wisconsin limited liability company, with its
principal place of business at X0000 Xxxxxxx Xxxxx, Xxxxxx Xxx, Xxxxxxxxx,
00000, hereby subscribes for the purchase of the membership interests of UWGP,
and agrees to pay the related purchase price, identified below.
A. SUBSCRIBER INFORMATION. Please print your individual or entity name and
address. Joint subscribers should provide their respective names. Your name and
address will be recorded exactly as printed below.
1. Subscriber's Printed Name ________________________________________
2. Title, if applicable: ________________________________________
3. Subscriber's Address:
Street ________________________________________
City, State, Zip Code ________________________________________
B. NUMBER OF UNITS PURCHASED. You must purchase at least 10 units. Your
ownership interest may not exceed 30% of all of our outstanding membership
units. Accordingly, assuming that we sell the minimum number of 19,250 Units in
this Offering, you may not purchase more than 6,207 Units. We presently have
1,440 Units outstanding.
C. PURCHASE PRICE. Indicate the dollar amount of your investment.
1. TOTAL PURCHASE PRICE = 2. TEN PERCENT (10%) 1ST + 3. NINETY PERCENT (90%) 2ND
(The Offering Price Per Unit from INSTALLMENT INSTALLMENT
the appropriate time period above (10% of the Total Purchase Price) (90% of the Total Purchase
multiplied by the number in box B Price)
above.)
= +
D. GENERAL INSTRUCTIONS FOR SUBSCRIBERS:
You should read the Prospectus dated February __, 2003 (the "Prospectus") in its
entirety including financial statements and exhibits for a complete explanation
of an investment in UWGP. To subscribe, you must:
1. Complete all information required in this
Subscription Agreement, and
date and sign this
Subscription Agreement at page 5.
2. Complete all information required by the Member Signature Page of the
Operating Agreement, and date and sign the Member Signature Page (the last page
attached to this
Subscription Agreement).
3. Immediately provide your personal (or business) check for the first
installment of ten percent (10%) of your investment amount made payable to "U.S.
BANK -- ESCROW AGENT FOR UWGP". You will determine this amount in box C.2 on
page 1 of this
Subscription Agreement.
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4. Execute the Promissory Note on page 7 of this
Subscription Agreement
evidencing your commitment to pay the remaining ninety percent (90%) due for the
Units that is attached to this
Subscription Agreement.
5. Deliver each of the original executed documents referenced in Items 1,
2, and 4 of these Instructions, together with your personal check described in
Item 3 of these Instructions to any one of the UWGP board members listed below
or via mail to:
U.S. Bank, N.A.
0000 Xxxxx Xxxxx Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
6. Secure an additional personal (or business) check for the second
installment of ninety percent (90%) of your investment amount made payable to
"U.S. BANK -- ESCROW AGENT FOR UWGP" in satisfaction of the Promissory Note. You
will determine this amount in box C.3 on page 1 of this
Subscription Agreement.
Deliver this check to the same address set forth above in Instruction 5 within
twenty (20) days of the date of UWGP's written notice that its sales of Units
have exceeded the Minimum Escrow Deposit of $19,250,000.
Your funds will be placed in UWGP's escrow account at U.S. Bank, and the funds
will be released to UWGP or returned to you in accordance with the escrow
arrangements described in the Prospectus. If UWGP rejects your subscription,
your
Subscription Agreement and investment will be returned to you within 30
days of such rejection, plus nominal interest, minus escrow fees. UWGP may not
consider the acceptance or rejection of your subscription until a future date
near the end of this Offering.
YOU MAY DIRECT YOUR QUESTIONS TO ONE OF OUR DIRECTORS LISTED BELOW OR TO UWGP AT
(000) 000-0000.
Additional Additional
Telephone Telephone Telephone Telephone
Director Number Number Director Number Number
------------------ -------------- ---------------- --------------- ---------------- ------------------
Xx. Xxxxx X. Xxxxx (000) 000-0000 Xxx Xxxxxx (000) 000-0000 (000) 000-0000
Xxxxxxx X. Xxxxxx (000) 000-0000 (000) 000-0000 Xxxxx Xxxxx (000) 000-0000
Xxxxxx Xxxxxx (000) 000-0000 Xxxxxxx X. Xxxxxxxx (000) 000-0000
Xxxxx Xxxxxxxxxxx (000) 000-0000 (000) 000-0000 Xxx Xxxxx (000) 000-0000
Xxxx Xxxxx (000) 000-0000 (000) 000-0000 Berwyn Xxxxxx (000) 000-0000
E. ADDITIONAL SUBSCRIBER INFORMATION. The subscriber, named above, certifies
the following under penalties of perjury:
1. FORM OF OWNERSHIP. Check the appropriate box (one only) to indicate
form of ownership. If the subscriber is a Custodian, Corporation,
Partnership or Trust, please provide the additional information
requested.
/ / Individual
/ / Joint Tenants with Right of Survivorship (Both signatures must
appear below)
/ / Corporation or Partnership (Corporate Resolutions or Partnership
Agreement must be enclosed)
/ / XXX
/ / XXXXX
2
/ / Pension or Profit Sharing Plan
/ / Trust
Trustee's Name: _________________________________________________
Trust Date: _________________________________________________
/ / Other: Provide detailed information in the space immediately
below.
2. SUBSCRIBER'S TAXPAYER INFORMATION. Check the appropriate box if you
are a non-resident alien, a U.S. Citizen residing outside the United
States or subject to back up withholding. KEOGHS should provide the
taxpayer identification number of the account and the social security
number of the accountholder. Trusts should provide their taxpayer
identification number. Custodians should provide the minor's social
security number. All individual subscribers and XXX subscribers should
provide their social security number. Other entities should provide
their taxpayer identification number.
/ / Check box if you are a non-resident alien
/ / Check box if you are a U.S. citizen residing outside of the
United States
/ / Check this box if you are subject to backup withholding
Subscriber's Social Security No. _____________________________________
Joint Subscriber's Social Security No. ______________________________
Taxpayer Identification No. _________________________________________
3. MEMBER REPORT ADDRESS. If you would like duplicate copies of member
reports sent to an address that is different than the address
identified in section A, please complete this section.
Address: ____________________________________________________________
____________________________________________________________
4. STATE OF RESIDENCE.
State of Principal Residence: _______________________________
State where driver's license is issued _______________________________
State where income taxes are filed _______________________________
State(s) in which you have maintained your principal residence during
the past three years:
a. b. c.
5. SUITABILITY STANDARDS. You cannot invest in UWGP unless you meet one,
or more, of the suitability tests set forth below. Please review the
suitability tests and check the box(es) next to the following
suitability test that you meet. For husbands and wives purchasing
jointly, the tests above will be applied on a joint basis.
/ / I (We) have annual income from whatever source of at least
$30,000 and a net worth of at least $30,000, exclusive of home,
furnishings and automobiles; or
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/ / I (We) have a net worth of at least $75,000, exclusive of home,
furnishings and automobiles.
6. SUBSCRIBER'S REPRESENTATIONS AND WARRANTIES. You must read and certify
your representations and warranties and sign and date this
Subscription Agreement.
By signing below the subscriber represents and warrants to UWGP that
he, she or it:
a. has received a copy of and is familiar with and understands
UWGP's Prospectus, and all modifications or supplements thereto ;
c. has been informed that the Units of UWGP are offered and sold in
reliance upon a federal securities registration, Illinois, Ohio
and 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;
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 States of Illinois,
Ohio, and Wisconsin, and that UWGP is relying in part upon the
representations of the undersigned Subscriber contained herein;
e. has been informed that the securities subscribed for have not
been approved or disapproved by the Securities and Exchange
Commission or the Illinois, Ohio and Wisconsin Securities
Departments or any other regulatory authority, nor has any
regulatory authority passed upon the accuracy or adequacy of the
Prospectus;
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;
g. understands that there is no present market for 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;
h. has received a copy of the UWGP Operating Agreement, and
understands that upon closing the escrow by UWGP, the subscriber
and the membership units will be bound by the provisions of the
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 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 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 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
UWGP in their sole discretion:
THE TRANSFERABILITY OF THE UNITS REPRESENTED BY THIS
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 FOR ANY PURPOSES, UNLESS 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
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AN EFFECTIVE REGISTRATION UNDER APPLICABLE STATE SECURITIES
LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION UNDER
UNDER APPLICABLE STATE SECURITIES LAWS.
l. and that, to enforce the above legend, UWGP 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 knowledge and experience in business and financial matters as
to be able to evaluate the merits and risks of an investment in
the Units, believes that the investment in Units is 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 2 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 2 is checked).
SIGNATURE OF SUBSCRIBER/ JOINT SUBSCRIBER:
DATE:
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INDIVIDUALS: ENTITIES:
----------------------------------------- -----------------------------------
Name of Individual Subscriber (Please Name of Entity (Please Print
Print
----------------------------------------- -----------------------------------
Signature of Individual Print Name and Title of Officer
----------------------------------------- -----------------------------------
Name of Joint Individual Subscriber Signature of Officer
(Please Print
-----------------------------------------
Signature of Joint Individual Subscriber
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ACCEPTANCE OF SUBSCRIPTION BY UNITED WISCONSIN GRAIN PRODUCERS, LLC
United Wisconsin Grain Producers, LLC hereby accepts the subscription for the
above Units.
Dated this _____________ day of ________________________, 200_____.
UNITED WISCONSIN GRAIN PRODUCERS, LLC
By:
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Its:
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PROMISSORY NOTE
Date of Subscription Agreement: ___________________________________, 200__.
IF AFTER [DATE], 2002 AND
IF BEFORE [DATE], 2002 BEFORE [DATE], 2002 IF AFTER [DATE], 2002
OFFERING PRICE
PER UNIT $ 1,000 $ 1,100 $ 1,200
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)
( ) Less Initial Payment (10% of Principal Amount)
_____________________
_____________________ Principal Balance
FOR VALUE RECEIVED, the undersigned hereby promises to pay to the order of
United Wisconsin Grain Producers, LLC, a Wisconsin limited liability company
("UWGP"), at its principal office located at X0000 Xxxxxxx Xxxxx, Xxxxxx Xxx,
Xxxxxxxxx, 00000, or at such other place as required by UWGP, the Principal
Balance set forth above, either in installments or in one lump sum to be paid
without interest within 20 days following the call of the UWGP Board of
Directors, as described in the Subscription Agreement. In the event the
undersigned fails to timely make any payment owed, the entire balance of any
amounts due under this Promissory Note shall be immediately due and payable in
full with interest at the rate of 12% per annum from the due date.
The undersigned agrees to pay to UWGP on demand, all costs and expenses incurred
to collect any indebtedness evidenced by this Promissory Note, including,
without limitation, reasonable attorneys' fees. This Promissory Note may not be
modified orally and shall in all respects be governed by, construed, and
enforced in accordance with the laws of the State of Wisconsin.
The provisions of this Promissory Note shall inure to the benefit of UWGP and
its successors and assigns.
The undersigned waives presentment, demand for payment, notice of dishonor,
notice of protest, and all other notices or demands in connection with the
delivery, acceptance, performance or default of this Promissory Note.
Dated: , 200 .
OBLIGOR: JOINT OBLIGOR:
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Printed or Typed Name of Joint Obligor Printed or Typed Name of Obligor
By: ------------------------------------ By: -------------------------------
(Signature) (Signature)
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Officer Title if Obligor is an Entity
----------------------------------------
----------------------------------------
Address of Obligor
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MEMBER SIGNATURE PAGE
ADDENDA
TO THE
UNITED WISCONSIN GRAIN PRODUCERS, LLC
OPERATING AGREEMENT
The undersigned does hereby represent and warrant that the undersigned, as
a condition to becoming a Member in United Wisconsin Grain Producers, LLC (the
"Company"), has received a copy of the Operating Agreement, dated November 2,
2001, and, if applicable, all amendments and modifications thereto, and does
hereby agree that the undersigned, along with the other parties to the Operating
Agreement, shall be subject to and comply with all terms and conditions of said
Operating Agreement in all respects as if the undersigned had executed said
Operating Agreement on the original date thereof and that the undersigned is and
shall be bound by all of the provisions of said Agreement from and after the
date of execution hereof.
INDIVIDUALS: ENTITIES:
----------------------------------------- -----------------------------------
Name of Individual Subscriber (Please Name of Entity (Please Print
Print or Type) or Type)
----------------------------------------- -----------------------------------
Signature of Individual Print Name and Title of Officer
----------------------------------------- -----------------------------------
Name of Joint Individual Subscriber Signature of Officer
(Please Print or Type)
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Signature of Joint Individual Subscriber
Agreed and accepted on behalf of the
Company and its Members:
UNITED WISCONSIN GRAIN PRODUCERS, LLC
By:
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Its:
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