SUBSCRIPTION AGREEMENT
Exhibit (p)
THIS SUBSCRIPTION AGREEMENT is entered into as of the __ day of ______, 2012, between [Fund], a limited liability company organized and existing under the laws of Delaware (the "Fund"), and [ ] (the "Purchaser").
THE PARTIES HEREBY AGREE AS FOLLOWS:
i) PURCHASE AND SALE OF THE UNITS
(1) SALE AND ISSUANCE OF UNITS. Subject to the terms and conditions of this Agreement, the Fund agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Fund _________ limited liability company interests of the Fund (the "Units") at a price per Unit of $10.00 for an aggregate purchase price of $_________.
ii) REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PURCHASER. The Purchaser hereby represents and warrants to, and covenants for the benefit of, the Fund that:
(1) PURCHASE ENTIRELY FOR OWN ACCOUNT. This Agreement is made by the Fund with the Purchaser in reliance upon the Purchaser's representations to the Fund, which by the Purchaser's execution of this Agreement the Purchaser hereby confirms, that the Units are being acquired for investment for the Purchaser's own account, and not as a nominee or agent and not with a view to the resale or distribution by the Purchaser of any of the Units, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the Units, in either case in violation of any securities registration requirement under applicable law, but subject nevertheless, to any requirement of law that the disposition of its property shall at all times be within its control. By executing this Agreement, the Purchaser further represents that the Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Units.
(2) INVESTMENT EXPERIENCE. The Purchaser acknowledges that it can bear the economic risk of the investment for an indefinite period of time and has such knowledge and experience in financial and business matters (and particularly in the business in which the Fund operates) as to be capable of evaluating the merits and risks of the investment in the Units. The Purchaser is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933 (the "1933 Act").
(3) RESTRICTED SECURITIES. The Purchaser understands that the Units are characterized as "restricted securities" under the United States securities laws inasmuch as they are being acquired from the Fund in a transaction not involving a public offering and that under such laws and applicable regulations such Units may be resold without registration under the 1933 Act only in certain circumstances. In this connection, the Purchaser represents that it understands the resale limitations imposed by the 1933 Act and is generally familiar with the existing resale limitations imposed by Rule 144.
(4) FURTHER LIMITATIONS ON DISPOSITION. The Purchaser further agrees not to make any disposition directly or indirectly of all or any portion of the Units unless and until:
(i) There is then in effect a registration statement under the 1933 Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or
(ii) The Purchaser shall have furnished the Fund with an opinion of counsel, reasonably satisfactory to the Fund, that such disposition will not require registration of such Units under the 1933 Act.
(iii) Notwithstanding the provisions of subsections (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by the Purchaser to any affiliate of the Purchaser, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if it were the original Purchaser hereunder.
(5) LEGENDS. It is understood that the certificate evidencing the Units may bear either or both of the following legends:
(i) "These securities have not been registered under the Securities Act of 1933. They may not be sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the Units under such Act or an opinion of counsel reasonably satisfactory to the Directors of the Fund that such registration is not required."
(ii) Any legend required by the laws of any other applicable jurisdiction.
The Purchaser and the Fund agree that the legends contained in the paragraph above shall be removed at a holder's request when they are no longer necessary to ensure compliance with federal securities laws.
(6) COUNTERPARTS. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
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[FUND]
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By:
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/s/ Xxxxxxx Xxxx | ||
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Name:
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Xxxxxxx Xxxx
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Title:
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Vice President
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[PURCHASER]
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By:
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Name:
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[ ]
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Title:
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[ ]
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